Annual Report
Talent
Innovation
Growth &
Customer Loyalty
Operational
Excellence
Partner for
Customer Success
Deliver secure
commerce solutions
Win as
Team Brink’s
Unleash the power
of our people
Innovate
Drive innovation
that creates value
Run the
Business Better
Operate with
excellence and efficiency
2
Together, we build partnerships to secure commerce
We Drive
Customer Success
We Strive for
Excellence
We
Protect
We Do
What’ Right
We Work
Together
We are passionate
about being a trusted
partner for the
marketplace to create
seamless and
innovative solutions
and exceptional
experiences.
We deliver positive
results by
continuously
improving on the
way we operate, the
solutions we build,
and the services we
provide.
We keep our people
safe, protect our
customers’ assets,
and strive to secure
the future through a
commitment to
sustainability.
We respect and
value our diverse
backgrounds and
succeed as one
inclusive team.
We build trust by
acting with integrity
– we’re honest,
reliable, and take
ownership for how
we act.
Our Purpose & Values
Our Strategy
2
to Grow
Brink’s 2024 Annual Report
As always, it is important to remember that our
financial results are built on a foundation of good
governance, ethical transparency and a strong
commitment to our Code of Ethics. Over the recent
years, we have bolstered our compliance efforts by
investing in new technology, people and processes
as we continually strive to build an industry-
leading Ethics & Compliance program. As we
turn our attention to 2025, we remain committed
to delivering on our strategic pillars, driving
profitable growth and improving capital efficiency,
winning with customers and creating a better
employee experience. We believe our commitment
to continuous improvement, innovation and
collaboration will continue to create value for all our
shareholders for years to come.
On behalf of the entire Brink’s team, thank you for
your continued support – we are looking forward to
2025 and executing on the opportunities we see in
the global marketplace.
Mark Eubanks
In 2024, Brink’s celebrated its 165th anniversary,
which was a remarkable milestone that
underscores the strength of Brink’s legacy and
the teamwork that defines us. This achievement
is a testament to the trust we’ve built with our
customers and the enduring spirit of collaboration
within our organization.
During 2024, we strengthened our foundation
through our recently renamed strategic pillars:
Partner for Customer Success, Innovate to Grow,
Run the Business Better and Win as Team Brink’s.
These pillars continue to guide us in delivering
value to our customers, investors and employees.
We also introduced a renewed purpose—Together,
we build partnerships to secure commerce—and
refined our core values to guide our future actions.
These principles reflect who we are today and
who we aspire to be as a global team working
together to inspire trust, create value and achieve
excellence.
Operationally, we continue to execute on our
strategy. We are shifting our revenue to higher-
margin ATM Managed Services, or AMS, and
Digital Retail Solutions, or DRS. These businesses
grew 23% organically in 2024 and now represent
24% of our total revenue mix. Supporting our
improved revenue mix is a more consistent and
streamlined operating model as we continue to
accelerate the Brink’s Business System throughout
our operations. Improved service, quality
productivity and the benefits of revenue mix drove
a profit margin expansion of 40 basis-points year-
over-year. Most importantly, margin improvement,
capital efficiency and heightened management
focus on working capital drove $400 million in
free cash flow.* Following our capital allocation
framework, we returned more than 60% of that
cash to our shareholders through our dividend
policy and share repurchases.
Letter to Shareholders
* This non-GAAP financial measure is not presented in accordance
with GAAP. See pages 34 to 38 of the Annual Report on Form 10-K
for the year ended December 31, 2024 for a reconciliation of free
cash flow before dividends to the most directly comparable GAAP
financial measure.
President and
Chief Executive Officer and Director
3
165 years
In business since 1859
100+ countries
Sales Operations
~68,100
Employees
~1,300
Locations
10%+ AMS/DRS
organic growth
All Segments
85% of employees
Proud to work for Brink’s
2024
Performance
Highlights
Total Revenue
AMS/DRS Organic Growth
CVM Organic Growth
Adjusted EBITDA Margin*
Free Cash Flow*
$5.012B
23%
9%
18.2%
$400M
2024 Revenue Mix
($ in millions)
Service Offering
Geographic
Digital Retail Solutions (DRS)
and ATM Managed Services (AMS)
24
$1,212
$3,800
%
76%
Cash & Valuables Management (CVM)
North America $1,650
Latin America $1,311
Europe $1,227
Rest of World $824
33%
26%
24%
16%
TOTAL
$5,012
Brink’s at a Glance
As of December 31, 2024
*These non-GAAP financial measures are not presented in accordance with GAAP. See pages 34 to 38 of the Annual Report on Form 10-K
for the year ended December 31, 2024 for a reconciliation of adjusted EBITDA margin and free cash flow before dividends to the most
directly comparable GAAP financial measures.
Amounts may not add due to rounding.
4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMlO-K
(Mark One)
00 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
D TRANSITION REPORT PURSUANT TO SECTION 13 OR lS(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _ _ _ _ _ _ to _ _ _ _ _
_
Commission file number 001-09148
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
54-1317776
(I.R.S. Employer
Identification No.)
P.O. Box 18100, 1801 Bayberry Court, Richmond, Virginia 23226-8100
(Address of principal executive offices) (Zip Code)
(804) 289-9600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
BCO
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YesOO
No □
New York Stock Exchange
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) oftbe Act.
Yes □
No 00
Indicate by check mark whether the registrant: (I) bas filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes 00
No □
Indicate by check mark whether the registrant bas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YesOO
No □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer 00
Accelerated filer □
Non-accelerated filer□
Smaller reporting company □ Emerging Growth Company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section I 3(a) of the Exchange Act. □
Indicate by check mark whether the registrant bas filed a report on and attestation to its management's assessment oftbe effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report 00
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. □
Indicate by check mark whether any of tbose error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.1 OD-I (b ). □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes □
NoOO
As of February 21, 2025, there were issued and outstanding 43,139,798 shares of common stock. The aggregate market value of shares of common stock held by non
affiliates as of June 30, 2024, was $4,509,284,147 based on the closing sale price as reported on the New York Stock Exchange.
Documents incorporated by reference: Part lil of this Form 10-K incorporates by reference portions oftbe Registrant's definitive 2025 Proxy Statement expected to be
filed pursuant to Regulation 14A within 120 days from December 31, 2024.
Item 1.
Item lA.
Item lB.
Item lC.
Item 2.
Item 3.
Item 4.
Item 5.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item IO.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
THE BRINK'S COMPANY
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
PART!
PART II
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PARTI V
Page
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7
15
15
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17
19
21
58
60
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PARTI
ITEM 1. BUSINESS
Overview
The Brink's Company is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services.
Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations around the
world. Our global network serves customers in more than 100 countries. We have controlling ownership interests in companies in 51
countries and agency relationships with companies in additional countries. We employ approximately 68,100 people and our operations
include approximately 1,300 facilities and 16,100 vehicles.
We manage our business in the following four segments:
North America - operations in the U.S. and Canada, including the Brink's Global Services ("BGS") line of business,
Latin America - operations in Latin American countries where we have an ownership interest, including the BGS line of business,
Europe - total operations in European countries that primarily provide services outside of the BGS line of business, and
Rest of World- operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries
that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.
Brink's was founded in 1859 and The Brink's Company was first incorporated in 1930 under the laws of the State of Delaware (at that time,
the Company was named The Pittston Company). It succeeded to the business of a Virginia corporation in 1986 and was renamed The Brink's
Company in 2003. Our headquarters are located in Richmond, Virginia. The Brink's Company, along with its subsidiaries, is referred to as
"we," "our,", "us," "Brink's," or "the Company" throughout this Annual Report on Form 10-K for the period ended December 31, 2024 ("this
Form 10-K").
Strategy
Our strategy continues to focus on growing Brink's by providing a superior customer experience and driving continuous improvement. Our
strategic focus areas remain the same, but in 2024, we renamed them to provide clarity for our team on what is most important. Our four
strategic pillars are now: (1) Partner for Customer Success, (2) Innovate to Grow, (3) Run the Business Better and (4) Win as Team Brink's.
In 2024, we also refreshed our organizational purpose to inspire, energize and align our Brink's team members around the world. Our new
purpose is "Together, we build partnerships to secure commerce." This purpose and strategic framework considers our global footprint and
values-driven culture and aligns our organizational focus on:
Placing customers at the center of everything we do and understanding their current and future needs to better define our value
proposition;
Leveraging technology to drive product and business innovation to maintain our competitive advantage and increase revenue;
Sharing infrastructure and best practices across our operations to increase scale and profitability; and
Establishing a workplace and employer brand that attracts, develops, and empowers the talent needed to ensure we have the best
people and perspectives to achieve our goals.
We will prioritize Partnering for Customer Success by creating a consistent and exceptional experience across all service lines and deploying
sales fundamentals and standardized processes.
We will Innovate to Grow by using tech-enabled solutions to introduce new value propositions and optimize operations, challenging
convention to differentiate our services and reshape our business.
We will achieve operational excellence as we Run the Business Better by leveraging the Brink's Business System to drive a continuous
improvement culture focused on customer experience and by building scale by sharing activities, infrastructure and knowledge.
We will Win as Team Brink's by unleashing the power of our people through attracting, developing, and empowering the best people,
strengthening core competencies across the company and fostering a culture that inspires excellence.
We are focusing on the implementation of the strategic pillars across our service lines: Cash and Valuables Management, Digital Retail
Solutions and ATM Managed Services. We remain focused on how we will accelerate revenue growth, margin improvement and cash flows
and position Brink's to win across the evolving payments ecosystem.
2
Services
We design customized services to meet the needs of our customers. We enter into contracts with our customers to establish pricing and other
terms. Cash logistics services contracts usually cover an initial term of at least one year and in many cases one to three years, and generally
remain in effect thereafter until canceled by either party. Contracts for cash management services, digital retail solutions, and ATM managed
services are typically longer. Following are descriptions of our service offerings:
Cash and Valuables Management ("CVS") (76% of total revenues in 2024)
CVS services are provided to customers throughout the world. Revenues are affected by the level of economic activity in various markets as
well as the volume of business for specific customers. Cash management includes the secure transportation, handling and storage of currency
for retail and financial institution customers. Valuables management includes the transportation and storage of banknotes, precious metals and
other valuables across the world. These services may be impacted by global economic conditions, interest rates as well as regional demand for
precious metals and luxury goods. CVS services generated approximately $3.8 billion ofrevenues in 2024 ($3.9 billion in 2023 and $3.8
billion in 2022).
These services include:
Cash-in-transit services - Serving customers since 1859, our success in cash-in-transit ("CIT") is driven by a combination ofrigorous security
practices, high-quality customer service, risk management and logistics expertise. CIT services include the secure transportation of cash
between retail businesses and financial institutions, such as banks and credit unions; cash, securities and other valuables between commercial
banks, central banks and investment banking and brokerage firms; and new currency, coins, bullion and precious metals for central banks and
other customers.
Basic ATM services - We provide customers who own and operate ATMs a variety of service options. Basic ATM services include cash
replenishment, treasury management and first line maintenance.
Brink's Global Services ("BGS ") - Serving customers in more than 100 countries, BGS is a leading global provider of secure transport of
high-value commodities and goods, including diamonds, jewelry, luxury goods, precious metals, securities, banknotes, currency, high-tech
devices, electronics, pharmaceuticals and fine art. Additional BGS services include pick-up, packaging, customs clearance, secure storage and
inventory management. BGS also has specialized diamond and jewelry operations in the world's major diamond and jewelry centers.
Cash management services - We offer a variety of cash management services, depending on customers' unique needs. These include money
processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.), check imaging services and other cash management services
( e.g., cashier balancing, counterfeit detection, account consolidation and electronic reporting).
Vaulting services - Vaulting services combine CIT services, cash management services, vaulting and electronic reporting technologies to help
banks expand into new markets while minimizing investment in vaults and branch facilities. In addition to providing secure storage, we
process deposits, provide check imaging and reconciliation services, perform currency inventory management, process ATM replenishment
orders and electronically transmit banking transactions.
Other Services - Guarding services, commercial security systems services, and payment services.
Digital Retail Solutions ("DRS"), and ATM Managed Services ("AMS") (24% of total revenues in 2024)
DRS and AMS are technology-enabled services provided to customers throughout the world. Revenues are typically contractually recurring
with multi-year terms. DRS and AMS services generated approximately $1.2 billion ofrevenues in 2024 ($1.0 billion in 2023 and $0.7 billion
in 2022).
Digital Retail Solutions - Our DRS offerings are a combination of smart devices, software, analytics, and services to offer customers of all
sizes an integrated and flawless solution to their cash management needs. They typically provide customers with a convenient solution
offering more transparency, faster access to working capital, and integration into their unique operating systems. DRS includes our patented
Brink's Complete™ and CompuSafe® services.
ATM Managed Services - We provide comprehensive services for ATM management, including cash forecasting, cash optimization, remote
monitoring, service call dispatching, transaction processing, first and second line maintenance, parts provisioning, funds settlements and
installation services. AMS provides an economical solution for financial institutions, retailers and independent ATM owners to outsource day
to-day operation of ATMs. For certain customers, we take ownership of ATM devices as part of our managed services offering.
3
Industry and Competition
Brink's competes with large multinational, regional and smaller companies throughout the world. Our largest multinational competitors are
Loomis AB (Sweden); Prosegur, Compania de Seguridad, S.A. (Spain); and Garda World Security Corporation (Canada).
We believe the primary factors in attracting and retaining customers are security expertise, service quality, value-added solutions and
price. Our competitive advantages include:
brand name recognition;
reputation for a high level of service and security;
risk management and logistics expertise;
global network and customer base;
proven operational excellence, and
high-quality insurance coverage and financial strength.
Although we face competitive pricing pressure in many markets, we resist competing on price alone. We believe our high levels of service,
security expertise and value-added solutions differentiate us from competitors.
Seasonality
Our revenues and earnings are typically higher in the second half of the year, particularly in the fourth quarter, due to generally increased
activity associated with the holiday season.
Insurance Coverage
The availability of high-quality and reliable insurance coverage is an important factor in our ability to attract and retain customers and manage
the risks inherent in our business. We purchase insurance coverage for losses in excess of what we consider to be prudent levels of self
insurance. Our insurance policies cover losses from most causes, with the exception of war, nuclear risk and certain other exclusions typical
in such policies.
Insurance for security is provided by different groups of underwriters at negotiated rates and terms. Premiums fluctuate depending on market
conditions. The security loss experience of Brink's and, to a limited extent, other armored carriers affect our premium rates.
Service Mark and Patents
BRINKS is a registered service mark in the U.S. and certain foreign countries. Brink's name and marks are of material significance to our
business. We own patents for safes, cash devices and related processes, including Brink's Complete™, CompuSafe®, iDeposit, and Daily
Credit. Brink's patents will expire between 2028 and 2040. These patents provide us with important advantages. However, we are not
dependent on the existence of these patents.
We have licensed the Brink's name to a limited number of companies, including a company that provides residential smart home and home
security services and a distributor of security products (padlocks, door hardware, etc.) to customers through major retail chains.
Government Regulation
Aspects of our business are, and anticipated products and services may be, subject to regulation by various federal, state and foreign
governmental agencies. Various federal, state and local agencies in the U.S. and other countries in which we operate regulate certain current
aspects of our business, in areas such as commercial lending, safety of operations, equipment and financial responsibility. Movement of
valuable shipments are generally subject to import/export regulations. We are also subject to certain firearm regulations in connection with
our armored logistics operations. We must comply with licensing, permits and registration requirements imposed by various federal, state and
local governmental agencies in the U.S. and other countries in which we operate. Our permits and licensing requirements vary by jurisdiction
based on the scope of business conducted and applicable laws and regulations. In addition, in the U.S., Brink's Capital LLC has federally
registered as a Money Services Business in anticipation of offering money transmission and payment services to customers.
Human Capital Management
Purpose and Values
As described above, in 2024, we renewed our purpose and updated the values underpinning our company culture to be more impactful,
modem and reflective of our future. Our new purpose is: Together, we build partnerships to secure commerce. Our new values are: We Drive
Customer Success, We Strive for Excellence, We Protect, We Work Together, and We Do What's Right. Our new purpose and values are
more action-oriented and relevant to our current business, emphasize our collective effort, and continue to ensure that we work safely to
protect ourselves and others, consider the customer first in all we do, display the highest standards of ethics, engage and empower employees,
and continually find new ways to improve the way we work.
With our new purpose and values in mind, we also launched "Team Brink's - Better Together," a Company-wide roadmap for our future that
embraces an enterprise-first mindset and better reflects our aspirations to be a global team working together to inspire trust, create value and
achieve excellence. Our new purpose and values unite our team members around behaviors that guide our work across the organization and
with our partners.
4
Workforce Demographics
We have a culturally and geographically varied workforce that serves customers in more than 100 countries. Based upon business demand, we
have a need for a flexible workforce. In certain geographic regions, statutory employee protections may limit our ability to increase or
decrease our workforce without significant expense.
At December 31, 2024, our company had approximately 66,100 full-time and 2,000 part-time employees. Approximately 88% or 60,000 of
our employees are outside the United States. Of our approximately 8,100 employees in the United States, approximately 100 were classified
as part-time employees. Certain employees in the United States provide corporate services for the various regions in which we operate.
During 2024, we continued to take steps to develop a deep talent pool to meet the ever-changing needs of our business. Specifically, we
maintained focus on enhancing talent planning for critical roles, identifying high potential employees and enhancing our brand attractiveness
by further establishing Brink's as a company that is relevant, digital and growing. We also continued to evaluate, and sought to maintain, the
competitiveness of our compensation and benefits programs to assist with talent attraction and retention.
Our commitment to actively engage with our employees is a key component of our culture. In 2023, we launched a global employee
engagement survey with the goal of better understanding the thoughts and perspectives of our employees and what they need to be more
successful. The survey covered workplace culture, management style, employee satisfaction and other topics and provided valuable feedback
that we are currently leveraging to implement Company-wide action plans.
Globally, we are sharing our vision of a winning culture with our leadership and using global leadership capability building training
(#PowerYourTalent) and streamlined performance reviews to reinforce our new Brink's values throughout the organization. We offer a range
of programs to develop our managers' capabilities and enhance our leadership across the Company. In 2024, we continued our focus on
onboarding and other training programs for employees, which are designed to represent our culture and values, focus on retention, increase
employee engagement and ensure that employees act in accordance with applicable law and industry best practices. Our efforts are aimed at
increasing organizational talent and capabilities and identifying and developing potential successors for key leadership positions.
Employee Safety and Wellness
Employee safety is of paramount importance as we strive to bring every employee home safely every night. We maintain our commitment to
providing a safe workplace that protects against and limits personal injury and other types of harm for our employees and the communities in
which we operate. We also follow international standards and regulations for employee safety and evaluate risks using both government
required procedures and best practices to ensure that we understand residual risk and appropriately protect our employees.
We believe in supporting our employees' health and well-being. We offer our employees a wide array of market-competitive benefits specific
to the markets in which we operate, including life and health coverage, as well as mental health resources. Effective in 2025, we introduced
fertility benefits for our U.S. employees to support their paths to parenthood.
Talent
To maintain a competitive workforce, we continually evolve and enhance how we train, identify and promote key talent. We also regularly
evaluate and improve our employee review process - encouraging regular performance reviews and feedback that set clear expectations,
motivate employees and reinforce the connection between pay and performance.
We are committed to accelerating the development of our leaders through various programs such as our "Future Leaders" program, which is
designed to build capable and confident leaders who can lead and inspire our workforce in an ever-changing environment. Future Leaders is
an intense and immersive 12-month leadership development program for our emerging leaders. In 2024, this program was expanded to
include the Americas.
Labor Relations
As of December 31, 2024, approximately 30,400 of our employees in various countries in which we operate, or approximately 45% of our
total workforce, were represented by trade union organizations and/or covered by collective bargaining agreements, which have various
expiration dates from 2025 to 2028. We believe our employee relations are satisfactory.
Sustainability Program
For more information on our Sustainability Program, including our environmental, social and governance priorities, please refer to our most
recent Sustainability Report, which can be found on our Sustainability page on our website.
5
Business acquisitions
In 2024, we acquired three business operations in the North America, Latin America and Europe segments. The aggregate purchase
consideration for these three acquisitions was approximately $27 million.
On October 3, 2022, we acquired 100% of the capital stock of NoteMachine for approximately $194 million. NoteMachine is based in the
United Kingdom and manages a portfolio of ATMs. NoteMachine generated approximately $150 million in revenues in the twelve month
period prior to the acquisition.
See Note 7 to the consolidated financial statements for more detailed information on the acquired assets and liabilities from these acquisitions.
Reorganization and restructuring
2022 Global Restructuring Plan
In the first quarter of 2023, management completed the review and approval ofremaining actions included in the previously disclosed
restructuring program across our global business operations. In total, we have recognized $34.0 million in charges under this program,
including $0.8 million in 2024. The actions under this program were substantially completed in 2024.
Other Restructurings
As a result of other restructuring actions, we recognized $16.6 million of net costs in 2022, primarily severance costs. We recognized $6.6
million of net costs in 2023. We recognized $0.7 million of net costs in 2024. The actions were substantially completed in 2024.
See Note 24 to the consolidated financial statements for more detailed information on reorganization and restructuring activities.
6
Available Information and Corporate Governance Documents
The following items are available free of charge on our website (www.brinks.com) as soon as reasonably possible after filing or furnishing
them with the Securities and Exchange Commission (the "SEC"):
Annual reports on Form 10-K
Quarterly reports on Form 10-Q
Current reports on Form 8-K, and amendments to those reports
The following documents are also available free of charge on our website:
Corporate Governance Guidelines
Code of Ethics
The charters of the following committees of our Board of Directors (the "Board"): Audit and Ethics, Compensation and Human
Capital, Corporate Governance and Nominating, and Finance and Business Development
Printed versions of these items will be mailed free of charge to shareholders upon request. Such requests can be made by contacting the
Corporate Secretary at 1801 Bayberry Court, P. 0. Box 18100, Richmond, Virginia 23226-8100.
Additional information about the Company may be found elsewhere in this report and in the Company's other public filings, which are
available without charge through the SEC's website at http://www.sec.gov.
ITEM lA. RISK FACTORS
Business Risks
Our strategy may not be successful.
Our strategy is to grow Brink's by providing a superior customer experience and driving continuous improvement. We may not be successful
in growing revenue in our services lines or in improving the cost to serve our customers through process improvements. We also may not be
successful in strengthening and leveraging our IT capabilities to deliver tech-enabled services. Ifwe are unable to achieve our strategic
objectives and anticipated operating profit improvements, our results of operations and cash flows may be adversely affected.
We operate in highly competitive industries.
We compete in industries that are subject to significant competition and pricing pressures in most markets. In addition, our business model
requires significant fixed costs associated with offering many of our services including costs to operate a fleet of armored vehicles and a
network of secure branches. Because we believe we have competitive advantages such as brand name recognition and a reputation for a high
level of service and security, we resist competing on price alone. However, continued pricing pressure from competitors, failure to achieve
pricing based on the competitive advantages identified above and/or inability to offset inflationary cost increases through price increases
could result in lost volume of business and have an adverse effect on our business, financial condition, results of operations and cash flows. In
addition, given the highly competitive nature of our industries, it is important to develop new solutions and product and service offerings to
help retain and expand our customer base. Failure to develop, sell and execute new solutions and offerings in a timely and efficient manner
could also negatively affect our ability to retain our existing customer base or pricing structure and have an adverse effect on our business,
financial condition, results of operations and cash flows.
Decreased use of cash could have a negative impact on our business.
While cash remains one of the most popular forms of consumer payment in the U.S. and globally, the growth of payment options other than
cash could reduce the need for services related to cash, thereby affecting our financial results. We are developing new services that offer
current and prospective customers with opportunities to streamline their cash processing, making cash more competitive with other forms of
payment. There is a risk that these initiatives may not offset the risks associated with a decline in the overall share of cash payments and that
our business, financial condition, results of operations and cash flows could be negatively impacted.
We may not be successful in pursuing strategic investments or acquisitions or realize the expected benefits of those transactions because
of integration difficulties and other challenges.
While we may identify opportunities for acquisitions and investments to support our growth strategy, our due diligence examinations and
positions that we may take with respect to appropriate valuations for acquisitions and divestitures and other transaction terms and conditions
may hinder our ability to successfully complete business transactions to achieve our strategic goals. We compete with others within and
outside our industry for suitable acquisition candidates. This competition may increase the price for acquisitions and reduce the number of
acquisition candidates available to us. As a result, our ability to acquire businesses in the future, and to acquire such businesses on favorable
terms, may be limited. Our ability to realize the anticipated benefits from acquisitions will depend, in part, on successfully integrating each
business with our company as well as improving operating performance and profitability through our management efforts and capital
investments. The risks to a successful integration and improvement of operating performance and profitability include, among others, failure
to implement our business plan, unanticipated issues in integrating operations with ours, unanticipated changes in laws and regulations, labor
unrest resulting from union operations, regulatory, environmental and permitting issues, unfavorable customer reactions, the effect on our
7
internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act of 2002, and difficulties in fully identifying
and evaluating potential liabilities, risks and operating issues. In order to finance such acquisitions, we may need to obtain additional funds
either through public or private financings, including bank and other secured and unsecured borrowings and the issuance of debt or equity
securities. There can be no assurance that such financings would be available to us on reasonable terms or that any future issuances of
securities in connection with acquisitions will not be dilutive to our shareholders. The occurrence of any of these events may adversely affect
our expected benefits of any acquisitions and may have a material adverse effect on our financial condition, results of operations or cash
flows.
We have certain environmental and other exposures related to our former coal operations.
We may incur future environmental and other liabilities in connection with our former coal operations, which could materially and adversely
affect our financial condition, results of operations and cash flows.
We may be exposed to certain regulatory and financial risks related to climate change.
Growing concerns about climate change may result in the imposition of additional environmental regulations to which we are subject. The
U.S. federal government, certain U.S. states and certain other countries and regions have adopted or are considering emissions-limiting
legislation or regulation on vehicle and other transportation engines. Such new laws or regulations, or stricter enforcement of existing laws
and regulations, could increase the costs of operating our businesses, including, among other things, increased fuel prices or additional taxes
or emission allowances, and reduce the demand for our products and services, any or all of which could adversely affect our operations.
Additionally, we may not be able to recover the cost of compliance with new or more stringent environmental laws and regulations from our
customers, which could adversely affect our business. Furthermore, the potential effects of climate change and related regulation on our
customers are highly uncertain and may adversely affect our operations.
We may also incur additional expenses related to U.S. and international regulators requiring varied calculation, disclosure, and assurance
methodologies regarding greenhouse gas ("GHG") emissions including, but not limited to, the European Sustainability Reporting Standards
and Corporate Sustainability Reporting Directive and California SB219. Furthermore, many countries and U.S. states in which we operate or
are subject to regulation may adopt, additional requirements related to the disclosure ofGHG emission and related matters.
Operational Risks
We have significant operations outside the United States.
We currently serve customers in more than 100 countries, including 51 countries where we operate subsidiaries. Seventy percent (70%) of our
revenues in 2024 came from operations outside the U.S. We expect revenues outside the U.S. to continue to represent a significant portion of
total revenues. Business operations outside the U.S. are subject to political, economic and other risks inherent in operating in foreign
countries, such as:
the difficulty of enforcing agreements, collecting receivables and protecting assets through foreign legal systems;
trade protection measures and import or export licensing requirements;
difficulty in staffing and managing widespread operations;
required compliance with a variety of foreign laws and regulations;
enforcement of our global compliance program in foreign countries with a variety of laws, cultures and customs;
varying permitting and licensing requirements in different jurisdictions;
foreign ownership laws;
changes in the general political and economic conditions in the countries where we operate, particularly in emerging markets;
threat of nationalization and expropriation;
higher costs and risks of doing business in a number of foreign jurisdictions;
laws or other requirements and restrictions associated with organized labor;
limitations on the repatriation of earnings;
the imposition of new or increased international tariffs and the impact on currency exchange rates;
fluctuations in equity, revenues and profits due to changes in foreign currency exchange rates, including measures taken by
governments to devalue official currency exchange rates;
inflation levels exceeding that of the U.S.; and
the inability to collect for services provided to government entities.
We are exposed to certain risks when we operate in countries that have high levels of inflation, including the risk that:
the rate of price increases for services will not keep pace with the cost of inflation;
adverse economic conditions may discourage business growth which could affect demand for our services;
the devaluation of the currency may exceed the rate of inflation and reported U.S. dollar revenues and profits may decline; and
these countries may be deemed "highly inflationary" for U.S. generally accepted accounting principles ("GAAP") purposes.
8
We manage these risks by monitoring current and anticipated political and economic developments, monitoring adherence to our global
compliance program and adjusting operations as appropriate. Changes in the political or economic environments of the countries in which we
operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We operate in regulated industries, and our failure to comply with the laws regulating our operations, and the costs we may incur to
comply, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Brink's Capital LLC, a subsidiary of the Company, is federally registered as a "Money Services Business" with the U.S. Department of
Treasury's Financial Crimes Enforcement Network ("FinCEN"). It is also currently registered and/or licensed
-and may in the future be
registered and/or licensed
-as a "money transmitter" or similar designation with various state or local jurisdictions in the U.S. related to
delivering future products and services. These registrations subject us to, among other things, having an effective anti-money laundering
("AML") compliance program, record-keeping requirements and reporting requirements, and examination by state and federal regulatory
agencies. In Canada, as ofJuly 1, 2024, Brink's armoured transporation operations are subject to Proceeds of Crime (Money Laundering) and
Terrorist Financing Act as a federally registered "Money Services Business" with the Financial Transactions and Reports Analysis Centre of
Canada ("FINTRAC"). This registration subjects us to, among other things, having an effective AML compliance program, record-keeping
requirements and reporting requirements, and periodic examination by FINTRAC. These and our other regulatory obligations may
significantly increase our costs or impact our operations. Our failure to comply with or any determination that we have violated any
applicable laws or regulations could result in, among other things, substantial fines or revocation of our Money Services Business status,
which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Likewise, our foreign operating subsidiaries are subject to similar regulations, examinations and supervision by governmental entities. For
instance, under the EU Payment Services Directives, as amended, and the EU Anti-Money Laundering Directives, as amended, our foreign
operating subsidiaries that are operating in the EU may be subject to reporting, recordkeeping and anti-money laundering regulations, and
agent oversight and monitoring requirements, as well as broader supervision by EU member states. Our Canadian business is subject to the
Retail Payment Activities Act, which requires registration of our operations and our ongoing compliance with risk management, funds
safeguarding, recordkeeping and reporting regulations. Legislation that has been enacted or proposed in other jurisdictions could have similar
effects. These and our other regulatory obligations may significantly increase our costs or impact our operations. Any determination that we
have violated these laws could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We are also subject to the Foreign Corrupt Practices Act ("FCPA") in the U.S. and similar laws in other countries, such as the Bribery Act in
the UK, which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials
for the purpose of obtaining or retaining business. Some of these laws, such as the Bribery Act, also prohibit improper payments between
commercial enterprises. Because our services are offered in more than 100 countries, we face significant risks associated with our obligations
under the FCPA, the Bribery Act and other national anti-corruption laws. Any determination that we have violated these laws could have a
material adverse effect on our business, financial condition, results of operations and cash flows.
Our U.S. operations are subject to regulation by the U.S. Department of Transportation with respect to safety of operations and equipment and
financial responsibility. Intrastate operations in the U.S. are subject to regulation by state regulatory authorities and interprovincial operations
in Canada are subject to regulation by Canadian and provincial regulatory authorities. Our other international operations are regulated to
varying degrees by the countries in which we operate. Many countries have permit requirements for security services and prohibit foreign
companies from providing different types of security services. Our failure to comply with any applicable laws or regulations could result in,
among other things, substantial fines or revocation of our operating permits and licenses, which could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
Finally, changes in laws or regulations, or the interpretations of such laws and regulations, could require a change in the way we operate,
which could increase costs or otherwise disrupt operations. If laws and regulations were to change or we fail to comply with changes to any
applicable laws or regulations, our business, financial condition, results of operations and cash flows could be materially and adversely
affected.
We/ace 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 oflnvestigation 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. Ifwe 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.
9
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, ifwe 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 ifwe meet our goals as a result of these initiatives, we may not receive the expected financial benefits of these initiatives.
Labor shortages and increased labor costs could have a material adverse effect on our operations.
While we have historically experienced some level of ordinary course turnover of employees, labor shortages and turnover continue to be a
widespread problem in the United States, resulting in higher labor costs. Labor is our largest operating cost. Ifwe face labor shortages and
increased labor costs as a result of increased competition for employees, higher employee turnover rates, inflationary pressures on employee
wages and salaries or other employee benefits costs, our operating expenses could increase and our growth and results of operations could be
adversely impacted. We may be unable to increase prices in order to pass future increased labor costs onto our customers, in which case our
margins would be negatively affected. Additionally, if product prices are increased by us to cover increased labor costs, the higher prices
could adversely affect sales volumes.
Financial Risks
We have significant retirement obligations. Poor investment performance of retirement plan holdings and/or lower interest rates used to
discount the obligations could unfavorably affect our liquidity and results of operations.
We have substantial pension and retiree medical obligations, a portion of which have been funded. The amount of these obligations is
significantly affected by factors that are not in our control, including interest rates used to determine the present value of future payment
streams, investment returns, medical inflation rates, participation rates and changes in laws and regulations. The funded status of the primary
U.S. pension plan was approximately 101 % as of December 31, 2024. Based on our actuarial assumptions at the end of 2024, we do not
expect to make contributions until 2027. A change in assumptions could result in funding obligations that could adversely affect our liquidity
and our ability to use our resources to make acquisitions and to otherwise grow our business.
We have $274 million of actuarial losses recorded in accumulated other comprehensive income (loss) at the end of 2024. These losses relate
to changes in actuarial assumptions that have increased the net liability for benefit plans. These losses have not been recognized in
earnings. These losses will be recognized in earnings in future periods to the extent they are not offset by future actuarial gains. Our
projections of future cash requirements and expenses for these plans could be adversely affected if our retirement plans have additional
actuarial losses.
We have significant deferred tax assets in the United States that may not be realized.
Deferred tax assets are future tax deductions that result primarily from the net tax effects of temporary differences between the carrying
amount of assets and liabilities for financial statement and income tax purposes. At December 31, 2024, we had $183 million of U.S. deferred
tax assets, net of valuation allowances, primarily related to our retirement plan obligations. These future tax deductions may not be realized if
tax rules change in the future, or if forecasted U.S. operational results or any other U.S. projected future taxable income is insufficient.
Consequently, not realizing our U.S. deferred tax assets may significantly and materially affect our financial condition, results of operations
and cash flows.
Our effective income tax rate could change.
We operate subsidiaries in 51 countries, all of which have different income tax laws and associated income tax rates. Our effective income tax
rate can be significantly affected by changes in the mix of pretax earnings by country and the related income tax rates in those countries. In
addition, our effective income tax rate is significantly affected by the ability to realize deferred tax assets, including those associated with net
operating losses. Changes in income tax laws, income apportionment, or estimates of the ability to realize deferred tax assets, could
significantly affect our effective income tax rate, financial position and results of operations. We are subject to the regular examination of our
income tax returns by various tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to
determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these examinations will not have
a material adverse effect on our business.
It is possible that our restructuring plans may not achieve their intended results and that we will incur restructuring charges in the future.
It is possible that our restructuring plans may not achieve their intended results and may have other consequences, such as attrition beyond our
planned reduction in workforce or our ability to attract highly skilled employees. As a result, our restructuring plans may affect our revenue
and other operating results in the future.
In addition, it is possible we will take additional restructuring actions, including in connection with acquisitions as well as global
transformation initiatives, in one or more of our markets in the future to reduce expenses or enhance our customer facing and back-office
delivery capabilities. These actions could result in significant restructuring charges at these subsidiaries, including recognizing impairment
charges to write down assets and recording accruals for employee severance. Our restructuring activities may subject us to litigation risks and
expenses. These charges, if required, could significantly and materially affect results of operations and cash flows.
Our inability to access capital or significant increases in our cost of capital could adversely affect our business.
Our ability to obtain adequate and cost-effective financing depends on our credit quality as well as the liquidity of financial markets. A
negative change in our ratings outlook or any downgrade in our credit ratings by the rating agencies could adversely affect our cost and/or
access to sources of liquidity and capital. Disruptions in the capital and credit markets could adversely affect our ability to access short-term
and long-term capital. Our access to funds under current credit facilities is dependent on the ability of the participating banks to meet their
funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and
liquidity. Longer disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives,
or failures of significant financial institutions could adversely affect our access to capital needed for our business.
We are subject to covenants for our credit facilities and our unsecured notes.
Our senior secured credit facility, senior unsecured notes, letter of credit facilities and bank guarantee facilities contain various financial and
other covenants. The financial covenants include a limit on the ratio of net secured debt to earnings before interest, taxes, depreciation and
amortization and a limit on the ratio of earnings before interest, taxes, depreciation and amortization to interest expense. Other covenants,
among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and unrestricted
subsidiaries, restrict changes to our fiscal year and to organization documents, limit asset dispositions, limit the use of proceeds from asset
sales, limit sale and leaseback transactions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit
negative pledges and limit the ability to change the nature of our business. Although we believe none of these covenants are presently
restrictive to operations, the ability to meet financial and other covenants can be affected by changes in our results of operations or financial
condition. We cannot provide assurance that we will meet these covenants. A breach of these covenants could result in a default under
existing credit facilities. Upon the occurrence of an event of default under any of our credit facilities, the lenders could cause amounts
outstanding to be immediately payable and terminate all commitments to extend further credit. The occurrence of these events would have a
significant effect on our liquidity and cash flows.
Our earnings and cash flow could be materially affected by increased losses of customer valuables.
We purchase insurance coverage for losses of customer valuables for amounts in excess of what we consider prudent deductibles and/or
retentions. Insurance is provided by different groups of underwriters at negotiated rates and terms. Coverage is available to us in major
insurance markets, although premiums charged are subject to fluctuations depending on market conditions. Our loss experience and that of
other companies in our industry affects premium rates. We are not insured for losses below our coverage limits and recognize expense up to
these limits for actual losses. Our insurance policies cover losses from most causes, with the exception of war, nuclear risk and various other
exclusions typical for such policies. The availability of high-quality and reliable insurance coverage is an important factor in obtaining and
retaining customers and managing the risks of our business. If our losses increase, or if we are unable to obtain adequate insurance coverage
at reasonable rates, our financial condition, results of operations and cash flows could be materially and adversely affected.
Cybersecurity and Information Technology Risks
Risks associated with cybersecurity and information technology can expose Brink's to business disruptions, cybersecurity breaches and
regulatory violations.
We rely on our information technology ("IT") infrastructure, including the Brink's Global Information Security ("GIS") Program, which is
designed to reduce risk by ensuring that computer systems are secure through protecting networks, systems, hardware, and data to mitigate
cybersecurity risk and efficiently run our business. If there were to be significant problems with our IT infrastructure, such as IT data center or
system failures or unplanned system disruptions, failure to develop new technology platforms to support new initiatives and product and
service offerings, or a failure of our GIS Program, it could halt or delay our ability to service our customers, hinder our ability to conduct and
expand our business and require significant remediation costs. Remote work by our personnel and remote access to our systems have also
increased significantly, which could increase our cybersecurity risk profile. We believe our cybersecurity risks will further increase as we
expand services, complete mergers and acquisitions, and employ emerging technologies, mobile applications, third-party service providers
and cloud-based services. Hacking, phishing attacks, ransomware, insider threats, physical breaches or other actions may cause confidential
information belonging to Brink's, its employees or customers to be misused. Moreover, the techniques used to obtain unauthorized access to
networks or to sabotage systems change frequently and generally are not recognized until launched against a target. We may be unable to
anticipate these emerging techniques, react in a timely manner, or implement adequate preventative measures. We have experienced
1 1
cybersecurity incidents and unplanned system disruptions in the past, but none of these incidents or disruptions, individually or in the
aggregate, have had a material adverse effect on our business, financial condition or results of operations. A significant cybersecurity incident
that impacts our system, application or data center that houses sensitive and confidential data, including, but not limited to, personally
identifiable information and business sensitive information, could have a material adverse effect on our business, financial condition, results
of operations and cash flows. Additionally, such an incident may result in significant challenges and costs related to coordination with third
party service providers in order to resolve related issues.
If our third-party providers do not respond in a timely manner to our needs, disaster recovery, business continuity and crisis management
activities could be negatively impacted. We have programs in place that are intended to identify, protect against, detect, respond to, and
recover from cybersecurity incidents and breaches and that provides employee awareness training regarding cyber risks; however, due to
evolving and advanced sophisticated attackers, cyber attacks remain increasingly difficult to detect and we may need to allocate additional
resources to continue to enhance our information security measures and/or to investigate and remediate any security vulnerabilities. Cyber
attacks and security breaches may also persist undetected over extended periods of time and may not be mitigated in a timely manner to
minimize the impact of a cyber attacks or security breach. Any significant cybersecurity incident, involving Brink's or its third-party service
providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise have a material
adverse effect on our business, financial condition, results of operations and cash flows. Although the Company maintains cybersecurity
insurance, the Company's insurance may not be adequate to cover all losses that may be incurred in the event of a significant disruption or
failure of its information technology systems.
As a global company we must adhere to applicable laws and regulations in numerous regions regarding data privacy, data protection, and data
security. Privacy and data protection laws vary between countries and are subject to interpretation, which may create inconsistent or
conflicting requirements. For example, the European Union's General Data Protection Regulation ("GDPR"), which became effective in May
2018, greatly increased the jurisdictional reach of European Union law. Since its inception, more geographies in which we operate have
enacted laws similar to GDPR, including several countries in Asia and Latin America, as well as several states in the U.S. For example, the
California Consumer Privacy Act (the "CCPA"), which became effective on January 1, 2020, imposes stringent data privacy and data
protection requirements regarding the personal information of California residents, and provides for penalties for noncompliance, as well as a
private right of action from individuals for certain security breaches. Additionally, the California Privacy Rights Act, which became effective
on January 1, 2023, significantly modified the CCPA and has resulted in further uncertainty. The GDPR and these other privacy and data
protection laws impose requirements related to the handling of personal data, mandate public disclosure of certain data breaches, and provide
for substantial penalties for non-compliance. Our efforts to comply with GDPR and other privacy and data protection laws may impose
significant costs that are likely to increase over time. A breach of the GDPR or other such data protection regulations could result in
regulatory investigations, reputational damages, fines and sanctions, orders to cease or change our processing of our data, enforcement
notices, or assessment notices (for a compulsory audit). We could incur substantial penalties or be subject to litigation related to violation of
existing or future data privacy laws, including representative actions and other class action-type litigation, which could amount to significant
compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm, all of which may have
a material adverse effect on our business, financial condition, results of operations and cash flows.
Risks Related to the Company's Securities
We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase
program will enhance long-term shareholder value. Share repurchases could also increase the volatility of the price of our common stock
and could diminish our cash reserves.
On November 2, 2023, the Board authorized a share repurchase program that will expire on December 31, 2025. Under this program, we are
authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $500 million, excluding fees, commissions
and other ancillary expenses.
Although the Board has authorized the share repurchase program, the share repurchase program does not obligate the Company to repurchase
any specific dollar amount or to acquire any specific number of shares. The timing and amount of repurchases, if any, will depend upon
several factors, including market and business conditions, the trading price of the Company's common stock and the nature of other
investment opportunities. A potential tax on share repurchases that would make share repurchases more expensive, may also impact our
decision to engage in share repurchases. Also, our ability to repurchase shares of stock may be limited by restrictive covenants in our debt
agreements and indentures in our senior notes. The repurchase program may be limited, suspended or discontinued at any time without prior
notice. In addition, repurchases of our common stock pursuant to our share repurchase program could affect our stock price and increase its
volatility. The existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a
program and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase program could diminish our cash
reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. There
can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline
below the levels at which we repurchased shares of stock. Although our share repurchase program is intended to enhance long-term
stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program's effectiveness.
12
General Risks
The identification of a material weakness in our internal control over financial reporting in the future could, if not remediated, adversely
affect our ability to report our financial condition and results of operations in a timely and accurate manner, investor confidence in our
company, and the value of our common stock.
Pursuant to the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and to provide a report by
management on internal control over financial reporting, including management's assessment of the effectiveness of such control. The
Company had a material weakness in its internal control over financial reporting identified during 2022, which was fully remediated by
December 31, 2023; however, there can be no assurances that a material weakness will not occur in the future. Deficiencies, including any
material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements of our results of
operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business,
reputation, results of operations, financial condition, or liquidity.
The Company could be negatively affected as a result of the actions of activist or hostile shareholders.
Shareholder activism, which could take many forms and arise in a variety of situations, has been increasing among publicly traded companies.
Shareholder activism, including potential proxy contests, requires significant time and attention by management and the Board, potentially
hindering the Company's ability to execute its strategic plan and negatively affecting the trading value of our common stock. Additionally,
shareholder activism could give rise to perceived uncertainties as to the Company's future direction, adversely affect its relationships with key
executives, customers and other business partners, or make it more difficult to attract and retain qualified personnel. If the Company is
targeted by an activist shareholder, it could incur significant legal fees and other expenses related to activist shareholder matters. Any of these
impacts could materially and adversely affect the Company and operating results.
Negative public perception of our reputation or brand could lead to a loss of revenues or profitability.
We are a leading global provider of cash and valuables management, digital retail solutions and ATM managed services, and our success and
longevity are based to a large extent on our reputation for trust, reliability and integrity. Our brand reputation, particularly the trust placed in
us by our customers, could be negatively impacted in the event of perceived or actual breaches in our ability to conduct our business ethically,
securely and responsibly. In addition, we have licensing arrangements that permit certain entities to use Brink's name and/or other intellectual
property in connection with their businesses. If any of these entities experienced an actual or perceived breach in its ability to conduct its
business ethically, securely or responsibly, it could have a negative effect on our name and/or brand. Any damage to our reputation or brand
could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our business success depends on retaining our leadership team and attracting and retaining qualified personnel.
Talent is a key enabler of our strategy. Our future success depends, in part, on the continuing services and contributions of our leadership
team to execute on our strategic plan and to identify and pursue new opportunities. Our future success also depends, in part, on our continued
ability to attract and retain the skills and capabilities in the many countries we operate. Any unplanned turnover in senior management or
inability to attract and retain a workforce with the skills and in the locations we need to operate and grow our business could have a negative
effect on our results. Unplanned turnover in key leadership positions within the Company may adversely affect our ability to manage the
company efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of current
personnel, any of which could have a material adverse effect on our business and overall results.
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Forward-Looking Statements
This document contains both historical and forward-looking information. Words such as "anticipates," "assumes," "estimates," "expects,"
"projects," "predicts," "intends," "plans," "potential," "believes," "could," "may," "should" and similar expressions may identify forward
looking information. Forward-looking information in this document includes, but is not limited to, statements regarding future performance of
The Brink's Company and its global operations, including: the impact of the Company's ongoing transformation and other strategic
initiatives; difficulty in repatriating cash; continued strengthening of the U.S. dollar; anticipated costs of our reorganization and restructuring
activities; our ability to consummate acquisitions and integrate their operations successfully, collection ofreceivables related to the internal
loss in the U.S. global services operations; support for our Venezuela business; changes in allowance calculation methods; future working
capital performance; the impact of foreign currency forward and swap contracts; our effective tax rate, including the impact of Pillar Two
rules; realization of deferred tax assets; the ability to meet liquidity needs; expenses and payouts for the U.S. retirement plans and the funded
status of the primary pension plan; expected liability for and future contributions to the United Mine Workers of America ("UMW A") plans;
liability for black lung obligations; the effect of pending legal matters, including the Chile antitrust matter; the impacts of the operating
environment in Argentina; and expected future payments under contractual obligations. Forward-looking information in this document is
subject to known and unknown risks, uncertainties, and contingencies, which are difficult to quantify and which could cause actual results,
performance or achievements to differ materially from those that are anticipated.
These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to:
our ability to improve profitability and execute further cost and operational improvements and efficiencies in our core businesses;
our ability to improve service levels and quality in our core businesses;
market volatility and commodity price fluctuations;
general economic issues, including supply chain disruptions, fuel price increases, new or increased international tariffs, inflation
and changes in interests rates
seasonality, pricing and other competitive industry factors;
investment in information technology ("IT") and its impact on revenue and profit growth;
risks associated with the usage of artificial intelligence ("AI") technologies;
our ability to maintain an effective IT infrastructure and safeguard confidential information and risks related to a failure of our
information technology systems and networks, including cloud-based applications, and risks associated with current and emerging
technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated
cyber attacks incorporating the use of AI and other similar disruptions;
our ability to effectively develop and implement solutions for our customers;
risks associated with operating in foreign countries, including changing political, labor and economic conditions (including political
conflict or unrest), regulatory issues (including the imposition of international sanctions, including by the U.S. government),
military conflicts (including but not limited to the conflict in Israel and surrounding areas, as well as the possible expansion of such
conflicts and potential geopolitical consequences), currency restrictions and devaluations, restrictions on and cost ofrepatriating
earnings and capital, impact on the Company's financial results as a result of jurisdictions' higher-than-expected inflation and those
determined to be highly inflationary, and restrictive government actions, including nationalization;
labor issues, including labor shortages, negotiations with organized labor and work stoppages;
pandemics, acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce;
the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;
our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired
companies;
costs related to dispositions and product or market exits;
our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of
insurers;
safety and security performance and loss experience;
employee, environmental and other liabilities in connection with former coal operations, including black lung claims;
the impact of the American Rescue Plan Act and Patient Protection and Affordable Care Act on legacy liabilities and ongoing
operations;
funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee
benefits;
changes to estimated liabilities and assets in actuarial assumptions;
the nature of hedging relationships and counterparty risk;
access to the capital and credit markets;
our ability to realize deferred tax assets;
the impact of foreign tax credit regulations;
the outcome of pending and future claims, litigation, and administrative proceedings;
public perception of our business, reputation and brand;
changes in estimates and assumptions underlying our critical accounting policies; and
the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards
and regulations.
This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ
materially from those described in the forward-looking statements can be found under "Risk Factors" in Item IA of this Form 10-K and in our
other public filings with the SEC. The information included in this document is representative only as of the date of this document, and The
Brink's Company undertakes no obligation to update any information contained in this document.
14
I TEM lB. UNRESOLVED STAFF COMMENTS
None.
I TEM lC. CYBERSECURI TY
Overview
The Company's Global Chief lnformation Officer ("Global CIO") leads all aspects of the Company's IT strategy, including digital
capabilities and information systems. The Company's Global Chief lnformation Security Officer ("Global CISO"), who reports to the Global
CIO, is responsible for leading our enterprise-wide cybersecurity strategy, policy, standards, architecture and processes, including the Brink's
GIS Program. The Global CIO, with support from the Global CISO, provides periodic reports to the Board, the Chief Executive Officer, the
Chief Financial Officer ("CFO") (to whom the Global CIO reports) and other members of our senior management. These reports include
updates on our cybersecurity risks and threats, the status of projects to strengthen our information security systems, assessments of the
information security program and the emerging threat landscape. The GIS Program is regularly evaluated internally and externally, including
by third-party experts, and the results of those evaluations are reported to senior management and the Board. The Company also actively
engages with key vendors, industry participants and intelligence and law enforcement communities as part of its continuing efforts to evaluate
and enhance the effectiveness of its information security program, policies and procedures.
Cybersecurity Risk Management and Strategy
The Company's Processes for Assessing, Identifying, and Managing Material Cybersecurity Risks
The Company's processes for assessing, identifying, and managing cybersecurity risks generally follow frameworks established by the
International Organization for Standardization (ISO) and the U.S. National Institute of Standards and Technology (NIST). The Company
relies on its IT infrastructure, including the GIS Program, which is designed to reduce cybersecurity risks by ensuring that computer systems
are secure through protecting networks, systems, applications, hardware, and data to mitigate cyber attacks. Our business includes managing,
processing, storing and transmitting proprietary and confidential data, including personally identifiable information and other confidential
information. The Company's IT infrastructure and GIS Program are critical to its business activities, and any unauthorized access to,
unplanned disruptions or failures of, or cybersecurity attacks, on these systems pose risks to our business, financial condition and results of
operations.
The Company has an enterprise risk management ("ERM") program, for which the Board has oversight responsibility. Under the ERM
program, senior leaders from across the Company's global footprint annually evaluate risks according to likelihood, significance and velocity
to identify and prioritize the most significant risks facing the Company. "IT and Cybersecurity risk" has been identified as part of the ERM
program as a significant risk, and the CFO is assigned to this risk area to ensure the development of mitigation plans, monitor progress against
those plans, and maintain and measure against a set of key risk indicators.
In addition, the Company's Global Security Operations Center (the "GSOC"), an internal monitoring and reporting center that is a part of the
GIS Program, provides 24/7 monitoring, detection and response capabilities for cybersecurity events. The GSOC also analyzes cyber threat
intelligence from a variety of paid and non-paid sources.
Cybersecurity Risk Management and Mitigation
The Global CISO manages our risk monitoring and mitigation processes and is responsible for cybersecurity risk management. The Company
has adopted physical, technological and administrative cybersecurity controls and has defined procedures for incident detection, containment,
response and remediation. The Global CISO works with business units and IT to ensure the appropriate policies are in place and to improve
efficiency. Our global IT governance, risk and compliance team, which is a part of the GIS Program, manages IT general controls and
cybersecurity best practices. We have an internal cybersecurity incident response plan designed to minimize the impact of cyber incidents and
ensure consistent responses to any such incident. This plan undergoes regular reviews and updates.
The Company builds information security awareness among our employees by conducting regular training on our cybersecurity and data
protection policies and executing vulnerability testing with employee simulated email threats. The Company also regularly updates employees
on cybersecurity issues, assesses for susceptibility to email phishing and provides tools to alert the global information security team to
potential phishing activity. Our employees have multiple mechanisms for reporting cybersecurity and data privacy concerns to the Company,
including the Brink's GSOC and the Brink's Ethics Hotline. We believe providing ongoing training and real-world learnings to the
Company's workforce is a crucial part of ensuring security and defending against future attacks.
The Company internally assesses its cybersecurity regularly and engages a third-party external auditor to conduct annual cybersecurity risk
assessments, both of which allow us to identify key cybersecurity and data protection risks and develop plans, policies, and procedures to
mitigate such risks.
We also have a vulnerability management program in place that is designed to protect our external and internal networks and critical assets. In
addition, we have designed policies and procedures so that our Disclosure Committee, which is composed of members of management and is
co-chaired by the Company's CFO and General Counsel, is appropriately informed of significant cybersecurity matters to ensure compliance
with applicable cybersecurity disclosure requirements for our public filings. The Disclosure Committee meets on a quarterly basis and more
often as necessary.
15
We maintain cybersecurity insurance and regularly consult with third-party cybersecurity experts during our review of existing cybersecurity
controls. We also perform periodic assessments of our key vendors, which allow the Company to identify vendor cybersecurity risks and
develop reasonable mitigation plans.
Impacts of Cybersecurity Threats and Prior Incidents
We have experienced and expect to continue to experience cybersecurity attacks and have expended human and financial resources to respond
to such attacks.
Although we have taken significant steps to mitigate cybersecurity risk across a range of functions, such measures can never eliminate the risk
entirely or provide absolute security. As of December 31, 2024, management has determined that none of the cyberattacks we have
experienced, individually or in the aggregate, have had a material adverse effect on our business, financial condition, or results of operations,
but we cannot provide assurance that we will not be materially affected in the future by such risks or any future material incidents. For more
information about these risks, see the risk factor titled "Risks associated with information technology can expose Brink's to business
disruptions, cybersecurity breaches and regulatory violations" under Item IA of this Annual Report on Form 10-K and incorporated by
reference herein.
Cybersecurity Governance
Board's Oversight of Risks from Cybersecurity Threats
The Board oversees our ERM program, including the review of cybersecurity and IT risks. The Board is also regularly briefed by the Global
CIO, with the support of the Global CISO, on our cybersecurity risk management framework and completed, ongoing and planned actions
relating managing to cybersecurity risks. These reports also include updates on the status of projects to strengthen our information security
systems, recent assessments of the information security program and the emerging threat landscape.
Management's Role in Assessing and Managing our Material Risks from Cybersecurity Threats
Neelu Sethi serves as the Global CIO and reports to Kurt McMaken, the CFO. Ms. Sethi has over 25 years of experience in the IT field and
oversees all aspects of our IT, from planning and implementing enterprise IT systems to improving service quality, compliance and corporate
development. Ms. Sethi sets our strategic vision and roadmap to define, build and optimize our IT systems, policies and operations. Ms. Sethi
regularly reports to the Board regarding cybersecurity risks.
James Holley, the Global CISO, oversees our information, cyber, and technology security and reports to the Company's Global CIO. Mr.
Holley has over 30 years of leadership, operational and technical experience in information security. He leads the development,
implementation and enforcement of security policies and data breach resiliency plans, as well as works with internal and external
cybersecurity and IT teams to monitor and maintain the security of our IT infrastructure. Mr. Holley holds a master's degree in computer
science with a concentration in information security as well as multiple information security certifications.
16
I TEM 2. PROPERTIES
We have property and equipment in locations throughout the world. Branch facilities generally have office space to support operations, a
vault to securely process and store valuables and a garage to house armored vehicles and serve as a vehicle terminal. Many branches have
additional space to repair and maintain vehicles.
We own or lease armored vehicles, panel trucks and other vehicles that are primarily service vehicles. Our armored vehicles are ofbullet
resistant construction and are specially designed and equipped to provide security for the crew and cargo.
The following table discloses leased and owned facilities and vehicles for Brink's most significant operations as of December 31, 2024.
Facilities
Vehicles
Segments
Leased
Owned
Total
Leased
Owned
Total
North America
231
36
267
3,310
818
4,128
Latin America
329
81
410
1,010
4,058
5,068
Europe
157
36
193
2,890
1,571
4,461
Rest of World
387
7
394
908
1,512
2,420
Corporate Items
5
5
Total
1,109
160
1,269
8,118
7,959
16,077
I TEM 3. LEGAL PROCEEDI NGS
For a discussion of legal proceedings, see Note 23 to the consolidated financial statements, "Other Commitments and Contingencies," in Part
II, Item 8 of this Form 10-K, which is incorporated herein by reference.
I TEM 4. MI NE SAFETY DI SCLOSURES
Not applicable.
17
I nformation about Our Executive Officers
The following is a list as of February 26, 2025, of the names and ages of the executive officers of the Company indicating the principal
positions and offices held by each. There are no family relationships among any of the officers named.
Name
Age
Positions and Offices Held
Held Since
Mark Eubanks
52
President and Chief Executive Officer
2022
Kurt B. McMaken
55
Executive Vice President and Chief Financial Officer
2022
Guillenno Peschard Mijares
52
Executive Vice President and President, Latin America
2024
Elizabeth A. Galloway
47
Executive Vice President and Chief Human Resources Officer
2023
Lindsay K. Blackwood
48
Executive Vice President, General Counsel and Corporate Secretary
2021
James K. Parks
56
Executive Vice President and President, Europe, Middle East, Africa and Asia
2023
Daniel J. Castillo
56
Executive Vice President and President, North America
2022
Executive and other officers of the Company are elected annually and serve at the pleasure of the Board.
Mr. Eubanks was appointed President and Chief Executive Officer, effective May 2022. Prior to that, he served as Executive Vice President
and Chief Operating Officer of the Company from September 2021 to May 2022. Before joining Brink's, Mr. Eubanks most recently served
as President, Europe, Middle East and Africa for Otis Worldwide Corporation, the leading elevator and escalator manufacturing, installation
and service company, from April 2019 to September 2020. Prior to that, he was Group President, Electrical Products, for Eaton Corporation
pie ("Eaton"), an intelligent power management company, from 2015 to 2019.
Mr. McMaken was appointed Executive Vice President and Chief Financial Officer in August 2022. Prior to that, he served in a number of
financial and management roles of increasing responsibility at Eaton from 2001 to 2022, most recently as Senior Vice President, Operations
Finance and Transformation. Prior to joining Eaton, Mr. McMaken served in Audit & Business Advisory Services at PricewaterhouseCoopers
LLP from 1992 to 1999.
Mr. Peschard was appointed as Executive Vice President and President, Latin America in December 2024. Prior to that, he served as Senior
Vice President of Global Strategic Cost Transformation at PepsiCo, Inc. ("PepsiCo"), a multinational food, snack and beverage corporation,
from 2020 to 2024 and previously as Chief Strategy and Transformation Officer for PepsiCo's Latin American business from 2015-2020.
Prior to that, he served as the General Manager and Senior Vice President at Walmart Mexico and Central America's Financial Services
business from 2014-2015 and served as the Chairman of the Board of Banco Walmart Mexico in 2015.
Ms. Galloway was appointed as the Company's Executive Vice President and Chief Human Resources Officer in May 2023. Prior to that, she
served as Executive Vice President and Chief Human Resources Officer at Invitation Homes, Inc., the leading single-family home leasing and
management company in the United states, from 2019 to May 2023. Prior to that, she served as Chief Human Resources Officer at At Home
Group Inc. ("At Home"), an operator of home decor superstores, from 2018 to 2019. Before At Home, Ms. Galloway also served in human
resources leadership roles at PepsiCo, Owens Coming, a leading building and construction materials manufacturer, and Marathon Petroleum
Corporation, a petroleum refining, marketing and transportation company.
Ms. Blackwood was appointed as the Company's Executive Vice President and General Counsel and Corporate Secretary in November 2021.
Ms. Blackwood joined the Company in 2012 as assistant general counsel and served in that role until 2020, when she was named Vice
President, Associate General Counsel. She has served as the Company's Corporate Secretary since 2013. Prior to joining Brink's, she served
as Associate Chief Counsel and Corporate Secretary for Cigna Corporation, a multinational healthcare and insurance company.
Mr. Parks was appointed as Executive Vice President and President, Europe, Middle East, Africa and Asia in May 2023. Prior to that, he
served as Executive Vice President and President of Europe from September 2021 to May 2023 and, before that, as Senior Vice President
from December 2020 to September 2021. He has oversight responsibility for the Company's operations in Europe, Middle East, Africa and
Asia. From January to December 2020 Mr. Parks was Senior Vice President, Strategy Deployment & Execution. From 2018 to January 2020,
he was Senior Vice President, Integration. From 2015 to 2018 he served as the President and General Manager of Brink's Canada.
Mr. Castillo was appointed as Executive Vice President and President, North America in June 2022. Prior to that, Mr. Castillo served as the
Executive Vice President, North America at JELD-WEN, Inc. ("JELD-WEN"), one of the world's largest building products manufacturers,
from 2020 to May 2022. Mr. Castillo joined JELD-WEN in February in 2018 as Senior Vice President, North America - Doors. Previously,
he served as president of Cree Lighting, an LED lighting company, from 2016 until 2017, and, between 2001 and 2015, he held positions at
Cooper Industries, an electrical product manufacturer, and Cooper Lighting, an LED lighting company, in various roles of increasing
responsibility.
18
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our common stock trades on the New York Stock Exchange under the symbol "BCO." As of February 21, 2025, there were 955 shareholders
of record of common stock. The number of record holders does not include beneficial owners of our securities whose shares are held in the
names of various security brokers, dealers and registered clearing agencies.
Share Repurchase Program
On November 2, 2023, our Board authorized a $500 million share repurchase program that expires on December 31, 2025 (the "2023
Repurchase Program").
Under the 2023 Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares. The.timing and
volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other
arrangements. Share repurchases under the 2023 Repurchase Program may be made in the open market, in privately negotiated transactions,
or otherwise.
During the twelve months ended December 31, 2024, we repurchased a total of 2,108,544 shares of our common stock for an aggregate of
$203.6 million and an average price of $96.54 per share. These shares were retired upon repurchase. At December 31, 2024, $296 million
remained available under the 2023 Repurchase Program.
In October 2021, we announced that our Board authorized a $250 million share repurchase program (the "2021 Repurchase Program"). Under
the 2021 Repurchase Program, in 2023, we repurchased a total of2,297,955 shares of our common stock for an aggregate of$169.9 million
and an average price of $73.92 per share. In 2022, we repurchased a total of 948,395 shares of our common stock for an aggregate of $52.2
million and an average price of $55.01 per share. These shares were retired upon repurchase. The 2021 Repurchase Program expired on
December 31, 2023 with approximately $28 million remaining available.
Our Board previously authorized a $250 million repurchase program in February 2020 (the "2020 Repurchase Program").
Under the 2020 Repurchase Program, we entered into three accelerated share repurchase arrangements (each, an "ASR") with a financial
institution. In each case, in exchange for an upfront payment at the beginning of each purchase period, the financial institution delivered to us
shares of our common stock. The shares received were retired in the period they were delivered to us, and the upfront payment was accounted
for as a reduction to shareholders' equity in the consolidated balance sheet. In 2022, we received 546,993 additional shares upon the early
tennination of an ASR. For purposes of calculating earnings per share, we reported each ASR as a repurchase of our common stock and as a
forward contract indexed to our common stock. Each ASR met the applicable criteria for equity classification, and, as a result, none were
accounted for as a derivative instrument.
The following table provides infonnation about common stock repurchases by the Company during the quarter then ended December 31,
2024.
Period
October l through
October 31, 2024
November 1 through
November 30, 2024
December 1 through
December 31, 2024
(a) Total Number of
Shares Purchased
51,403
338,700
427,217
(b) Average Price
Paid per Share
$105.31
$96.57
$93.96
(c) Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs<')
51,403
390,103
817,320
( d) Maximum Number ( or
Approximate Dollar Value) of
Shares that May Yet be Purchased
Under the Plans or Programs( !)
$
369,292,101
336,584,974
296,443,422
(I)
In the fourth quarter of 2023, we entered into a $500 million share repurchase program that expires on December 31, 2025. Shares repurchases under this program may be
made in the open market, in privately negotiated transactions, or otherwise.
19
The following graph compares the cumulative 5-year total return provided to shareholders of The Brink's Company's common stock
compared to the cumulative total returns of the S&P Midcap 400 index and the common stocks of a selected peer group of companies. Given
our unique service offerings, we do not believe that any single published industry index is appropriate for comparing shareholder return.
Therefore, the peer group used in the performance graph combines publicly traded companies in the logistics services industry that have
similar operational characteristics, such as route-based delivery of services. The companies included in the peer group are Cintas Corporation,
Iron Mountain, Inc., Euronet Worldwide, Inc., UniFirst Corporation and Waste Management, Inc.
The graph tracks the performance of a $ 100 investment in our common stock and in each index from December 31, 2019, through December
31, 2024. The performance of The Brink's Company's common stock assumes that the shareholder reinvested all dividends received during
the period.
2019
The Brink's Company
S&P MidCap 400 Index
Peer Group
2020
-The Brink's Company
Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
December 2024
2021
2022
-s&P MidCap 400 Index
2023
*$ I 00 invested on 12/31 /l 9 in stock or index, including reinvestment of dividends
Fiscal Year ending December 3 1 .
Source: Zacks Investment Research, Inc.
Comparison of Five-Year Cumulative Total Return
tax
income
income<•>
tax
income
income<•>
tax
income
(In millions, except for percentages)
tax rate<•>
tax rate<•>
tax rate<•>
GAAP
$ 266.3
92.7
34.8 % $ 235.8
139.2
59.0 % $ 226.2
41.4
1 8.3 %
Reorganization and restructuring(c)
1 .5
0.2
1 7.6
3.4
38.8
8.2
Acquisitions and dispositions(cl
62. 1
5.2
72.6
8.9
85.2
20.7
Argentina highly inflationary impact(,)
36.3
(5. 1 )
142.0
(4.5)
45.6
(2.0)
Transformation initiatives<,)
28.4
0.7
5.5
0. 1
DOJ/FinCEN investigations<,)
45.7
Chile antitrust matter:
Basic:
Continuing operations
Discontinued operations
Net income
Diluted:
Continuing operations
Discontinued operations
Net income
Weighted-average shares
Basic
Diluted
(a)
Amounts may not add due to rounding.
See accompanying notes to consolidated financial statements.
63
$
$
$
$
$
$
Years Ended December 3 1 ,
2024
2023
2022
5,011.9
4,874.6
4,535.5
3,743.1
3,707.1
3,461.9
834.5
688. 1
687.0
4,577.6
4,395.2
4,148.9
18.7
(54.2)
(25.3)
453.0
425.2
361.3
(235.4)
(203.8)
( 138.8)
48.7
14.4
3.7
266.3
235.8
226.2
92.7
139.2
4 1 .4
173.6
96.6
1 84.8
1.1
1 .7
(2.9)
1 74.7
98.3
1 8 1 .9
11.8
10.6
1 1 .3
162.9
87.7
1 70.6
161.8
86.0
1 73.5
1.1
1.7
(2.9)
1 62.9
87.7
1 70.6
3.65
1 .86
3.67
0.03
0.04
(0.06)
3.68
1 .90
3.61
3.61
1 .83
3.63
0.03
0.04
(0.06)
3.63
1 .87
3.57
44.3
46.2
47.3
44.8
46.9
47.8
THE BRINK'S COMPANY
and subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(In millions)
Net income
Net benefit plan adjustments:
Net benefit plan actuarial adjustment
Net benefit plan prior service adjustment
Net deferred profit sharing adjustment
Total benefit plan adjustments
Net foreign currency translation adjustment
Net change on available-for-sale securities
Net change on cash flow hedges
Other comprehensive income (loss) before tax
Provision (benefit) for income taxes
Other comprehensive income (loss)
Comprehensive income
Less comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Brink's
See accompanying notes to consolidated financial statements.
2024
$
$
64
Years Ended December 3 1 ,
2023
174.7
98.3
74.5
(3.9)
(18.0)
( 1 1 .8)
(0.6)
0.4
55.9
( 15.3)
(183.7)
58.2
(6.7)
4.2
(2.1)
(9.4)
(136.6)
37.7
12.0
(4.5)
(148.6)
42.2
26.1
140.5
11.3
8.3
14.8
132.2
2022
1 8 1 .9
1 77.6
61 .7
(0.1 )
239.2
(19.0)
(0.9)
37.6
256.9
55.9
201 .0
382.9
5.0
377.9
THE BRINK'S COMPANY
and subsidiaries
Consolidated Statements of Equity
Years Ended December 31, 2024, 2023 and 2022
Common
Capital in Excess
Retained
Noncontrolling
(in millions)
Shares
Stock
of Par Value
Earnings
AOCI*
Interests
Total
Balance as of December 31, 2021
47.4 $
47.4
670.6
3 12.9
(907.9)
129.6
252.6
Net income
170.6
1 1.3
181.9
Other comprehensive income (loss)
207.3
(6.3)
201 .0
Shares repurchased
( 1 .5)
( 1 .5)
(22. 1)
(28.6)
(52.2)
Dividends to:
Brink's common shareholders ($0.8000 per share)
(37.6)
(37.6)
Noncontrolling interests
(7.1)
(7.1)
Share-based compensation:
Stock options and awards:
Compensation expense
48.6
48.6
Other share-based benefit transactions
0.4
0.4
(9.7)
(0. 1)
(9.4)
Acquisitions ofnoncontrolling interests(aJ
(3.3)
0.1
(4.6)
(7.8)
Acquisitions with noncontrolling interests
0. 1
0. 1
Capital contributions from noncontrolling interest
0. 1
0. 1
Balance as of December 31, 2022
46.3
46.3
684. 1
417.2
(700.5)
123.1
570.2
Net income
87.7
10.6
98.3
Other comprehensive income (loss)
44.5
(2.3)
42.2
Shares repurchased(b)
(2.3)
(2.3)
(38.9)
(132. 1)
(173.3)
Dividends to:
Brink's common shareholders ($0.8600 per share)
(39.6)
(39.6)
Noncontrolling interests
(7.7)
(7.7)
Share-based compensation:
Stock options and awards:
Compensation expense
32.1
32.1
Other share-based benefit transactions
0.5
0.5
( 1.7)
(0.2)
( 1 .4)
Acquisitions ofnoncontrolling interests
0.3
(0.9)
(0.6)
Balance as of December 31, 2023
44.5
44.5
675.9
333.0
(656.0)
1 22.8
520.2
Net income
1 62.9
1 1 .8
1 74.7
Other comprehensive loss
( 148. 1 )
(0.5)
(148.6)
Shares repurchased(bl
(2. 1)
(2. 1 )
(34.6)
(168.5)
(205.2)
Dividends to:
Brink's common shareholders ($0.9475 per share)
( 41.8)
( 41 .8)
Noncontrolling interests
(6.1)
(6.1 )
Share-based compensation:
Stock options and awards:
Compensation expense
36.5
36.5
Other share-based benefit transactions
0.5
0.5
(1 7.3)
(0.2)
( 1 7.0)
Acquisitions of noncontrolling interests
0.2
(0.4)
(0.2)
Balance as of December 31, 2024
42.9 $
42.9
660.7
285.4
(804.1)
127.6
3 12.5
(a)
This amount represents the impact of transactions in which we acquired or disposed of noncontrolling ownership interests in certain companies where we had an existing
controlling interest prior to and after the related acquisition or disposal transactions.
(b)
Amounts do not agree to cash paid to repurchase shares in the consolidated statements ofcash flows or Note 1 9. The difference is due to the timing of the cash settlements for
shares repurchased near the end of the year plus the accrual ofliabilities to pay excise taxes resulting from share repurchases.
* Accumulated other comprehensive income (loss)
See accompanying notes to consolidated financial statements.
65
THE BRINK'S COMPANY
and subsidiaries
Consolidated Statements of Cash Flows
(In millions)
Cash flows from operating activities:
Net income
$
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from discontinued operations, net of tax
Depreciation and amortization
Share-based compensation expense
Deferred income taxes
(Gain) loss on marketable securities, sale of property and equipment and derivatives
Impairment losses
Retirement benefit funding (more) less than expense:
Pension
Other than pension
Unrealized foreign currency (gains) losses
Other operating
Changes in operating assets and liabilities, net of effects of acquisitions:
(Increase) decrease in accounts receivable and income taxes receivable
Increase (decrease) in accounts payable, income taxes payable and accrued liabilities
Increase (decrease) in restricted cash held for customers
Increase (decrease) in customer obligations
(Increase) decrease in prepaid and other current assets
Other
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Acquisitions, net of cash acquired
Dispositions, net of cash disposed
Marketable securities:
Purchases
Sales
Cash proceeds from sale of property and equipment
Cash proceeds from settlement of cross currency swap
Net change in loans held for investment
Other
Discontinued operations
Net cash used in investing activities
Cash flows from financing activities:
Borrowings (repayments) of debt:
Short-term borrowings
Long-term revolving credit facilities:
Borrowings
Repayments
Other long-term debt:
Borrowings
Repayments
Acquisition of noncontrolling interests
Cash paid for acquisition related settlements and obligations
Debt financing costs
Repurchase shares of Brink's common stock
Dividends to:
Shareholders of Brink's
Noncontrolling interests in subsidiaries
Tax withholdings associated with share-based compensation
Other
Net cash provided by ( used in) financing activities
Effect of exchange rate changes on cash
Cash, cash equivalents and restricted cash:
Increase
Balance at beginning of period
Balance at end of period
$
See accompanying notes to consolidated financial statements.
66
Years Ended December 31,
2024
2023
2022
174.7
98.3
181.9
(1.1)
(1.7)
2.9
293.3
275.8
245.8
36.5
32.1
48.6
(18.0)
22.7
(62.3)
(15.5)
10.9
0.7
4.8
10.3
9.0
(6.1)
(10.2)
(3.7)
(8.1)
(5.5)
7.9
(41.8)
79.1
37.6
16.0
26.1
23.6
15.6
69.0
( 180.9)
122.4
(36.3)
139.2
(42.9)
59.5
50.0
(77.7)
66.0
50.0
(15.5)
24.6
(56.7)
(10.6)
(18.3)
(13.7)
426.0
702.4
479.9
(222.5)
(202.7)
(182.6)
(19.1)
(1.5)
(173.9)
I . I
(71.8)
(134.7)
(30.3)
57.2
150.4
1 1.7
29.2
18.4
5.7
64.3
7.1
(I I.I)
(25.9)
3.7
(0.6)
(0.2)
0.9
(216.2)
(179.8)
(331.2)
12.9
98.6
37.7
12,857.3
9,265.7
7,058.7
(12,865.0)
(9,273.8)
(6,832.7)
847.4
25.4
189.9
(527.4)
(97.1)
(87.0)
(0.2)
(0.6)
(7.8)
(0.8)
(11.1)
(2.8)
(10.6)
(5.6)
(203.6)
(169.9)
(52.2)
(41.8)
(39.6)
(37.6)
(6.1)
(7.7)
(7.1)
(18.6)
(8.0)
(12.2)
(1.3)
11.0
3.9
42.2
(207.1)
245.2
(95.2)
(42.4)
(70.1)
156.8
273.1
323.8
1,683.6
1,410.5
1,086.7
1,840.4
1,683.6
1,410.5
THE BRINK'S COMPANY
and subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
The Brink's Company (along with its subsidiaries, "we," "our," "Brink's" or the "Company"), based in Richmond, Virginia, is a leading
provider of cash and valuables management, digital retail solutions ("DRS"), and ATM managed services ("AMS") to financial institutions,
retailers, government agencies, mints, jewelers and other commercial operations around the world. Brink's is the oldest and largest secure
transportation and cash management services company in the U.S., and a market leader in many other countries.
Consolidation
The consolidated financial statements include our controlled subsidiaries. Control is determined based on ownership rights or, when
applicable, based on whether we are considered to be the primary beneficiary of a variable interest entity. See "Venezuela" section below for
further information. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests are included in net income and in total
equity.
Investments in businesses that we do not control, but for which we have the ability to exercise significant influence over operating and
financial policies, are accounted for under the equity method and our proportionate share of income or loss is recorded in other operating
income (expense). Investments in businesses for which we do not have the ability to exercise significant influence over operating and
financial policies are accounted for at fair value, ifreadily determinable, with changes in fair value recognized in net income. For equity
investments that do not have a readily determinable fair value, we measure these investments at cost minus impairment, if any, plus or minus
changes from observable price changes. All intercompany accounts and transactions have been eliminated in consolidation.
Revenue Recognition
Revenue is recognized when services related to cash and valuables management, DRS, and AMS are performed. We assess our customers'
ability to meet contractual terms, including payment terms, before entering into contracts. Taxes collected from customers and remitted to
governmental authorities are not included in revenues in the consolidated statements of operations.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and investments with original maturities of three months or less. Cash and
cash equivalents include amounts held by certain of our secure cash management services operations for customers for which, under local
regulations, the title transfers to us for a short period of time. The cash is generally credited to customers' accounts the following day and we
do not consider it as available for general corporate purposes in the management of our liquidity and capital resources. We record a liability
for the amounts owed to customers (see Note 13).
Restricted Cash
Cash that is held for a specific purpose and is not available for immediate or general business use due to external restrictions is classified in
our consolidated balance sheets as restricted cash. In Malaysia, we offer ATM replenishment services to certain of our financial institution
customers. Providing this service requires our Malaysia subsidiary to take temporary title to the cash received in advance of ATM
replenishment. The cash for which we have temporary title is restricted and cannot be used for any other purpose other than to service our
customers who participate in this service offering. In France, we offer services to certain of our customers where we manage some or all of
their cash supply chains. In connection with this offering, we take temporary title to certain customers' cash, which is included as restricted
cash in our financial statements due to customer agreement or regulation. In addition, in accordance with a revolving credit facility, we are
required to maintain a restricted cash reserve and, due to this contractual restriction, we have classified these amounts as restricted cash (see
Note 20).
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We assess the collectability of our receivables on a
pool basis, which we aggregate by geographical location. We determine historical loss rates for each pool and these historical loss rates
represent the primary assumption used in estimating the allowance for doubtful accounts. We monitor the aging of accounts receivables by
country along with any significant economic events to identify any current or expected trends and risks within a pool that could impact the
collectability of receivables that were not contemplated or relevant during a previous period. Account balances are charged off against the
allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Right-of-Use Assets
For operating leases, right-of-use assets (and related lease liabilities) are recognized at the lease commencement date based on the present
value of the future minimum lease payments over the lease term. See Note 17 for further information.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method based on the estimated useful
lives of individual assets or classes of assets.
67
Leased property and equipment meeting financing lease criteria are capitalized at the lower of the present value of the related lease payments
or the fair value of the leased asset at the inception of the lease. Amortization is calculated on the straight-line method based on the lease term.
See Note 17 for further information.
Leasehold improvements are recorded at cost. Amortization is calculated principally on the straight-line method over the lesser of the
estimated useful life of the leasehold improvement or the lease term. Renewal periods are included in the lease term when the renewal is
determined to be reasonably assured.
Part of the costs related to the development or purchase of internal-use software is capitalized and amortized over the estimated useful life of
the software. Costs that are capitalized include external direct costs of materials and services to develop or obtain the software, and internal
costs, including compensation and employee benefits for employees directly associated with a software development project.
Estimated Useful Lives
Buildings
Building leasehold improvements
Vehicles
Capitalized software
Other machinery and equipment
Years
25
Lesser of Lease Term or 10
3 to 8
5
3 to 10
Expenditures for routine maintenance and repairs on property and equipment are charged to expense. Major renewals, betterments and
modifications are capitalized and depreciated over the lesser of the remaining life of the asset or, if applicable, the lease tenn.
Goodwill and Other Intangible Assets
Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses
acquired. Intangible assets arising from business acquisitions include customer lists, customer relationships, developed technology, covenants
not to compete, trademarks and other identifiable intangibles. At December 31, 2024, finite-lived intangible assets have remaining useful lives
ranging from 1 to 12 years and are amortized based on the pattern in which the economic benefits are used or on a straight-line basis.
Impairment of Goodwill and Long-Lived Assets
Goodwill is not amortized but is tested for impairment at least annually, as of October 1 , and whenever events or circumstances in interim
periods indicate that it is more-likely-than-not that an impainnent may have occurred. We perform the test of goodwill impairment at the
reporting unit level, which is one level below an operating segment. Goodwill is assigned to one or more reporting units at the date of
acquisition.
When testing goodwill for impairment, we may assess qualitative factors to determine whether reporting unit fair values are greater than their
carrying values. Alternatively, when performing a quantitative assessment, we estimate the fair value of each reporting unit using a weighting
of two valuation methodologies: the Income Approach and the Public Company Market Multiple Method, with greatest weight placed on the
Income Approach. The resulting reporting unit fair values are compared to each reporting unit's carrying value . .
Indefinite-lived intangibles are also tested for impairment at least annually by comparing their carrying values to their estimated fair values.
We have had no significant impairments of indefinite-lived intangibles in the last three years.
Long-lived assets other than goodwill and other indefinite-lived intangibles are reviewed for impairment when events or changes in
circumstances indicate the carrying value of an asset may not be recoverable. For long-lived assets other than goodwill that are to be held and
used in operations, an impairment is indicated when the estimated total undiscounted cash flow associated with the asset or group of assets is
less than carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the
difference between the carrying value and fair value. See Note 8 for further information.
Retirement Benefit Plans
We account for retirement benefit obligations under Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") Topic 715, Compensation - Retirement Benefits. For U.S. and certain non-U.S. retirement plans, we derive the discount rates used to
measure the present value of benefit obligations using the cash flow matching method. Under this method, we compare the plan's projected
payment obligations by year with the corresponding yields on a Mercer yield curve. Each year's projected cash flows are then discounted
back to their present value at the measurement date and an overall discount rate is determined. The overall discount rate is then rounded to the
nearest tenth of a percentage point. We used Mercer's Above-Mean Curve to detennine the discount rates for the year-end benefit obligations
and retirement cost of our U.S. retirement plans. We use a local or regional version of the Mercer yield curve in the majority of our non-U.S.
locations. In non-U.S. locations where the cash flow matching method is not possible, rates of local high-quality long-term government bonds
are used to select the discount rate.
We select the expected long-term rate of return assumption for our U.S. pension plan and retiree medical plans using advice from our
investment advisor. The selected rate considers plan asset allocation targets, expected overall investment manager performance and long-term
historical average compounded rates of return.
68
Benefit plan actuarial gains and losses are recognized in other comprehensive income (loss). Accumulated net benefit plan actuarial gains and
losses that exceed 10% of the greater of a plan's benefit obligation or plan assets at the beginning of the year are amortized into earnings from
other comprehensive income (loss) on a straight-line basis. The amortization period for pension plans is the average remaining service period
of employees expected to receive benefits under the plans. The amortization period for other retirement plans is primarily the average
remaining life expectancy of inactive participants.
Income Taxes
Deferred tax assets and liabilities are recorded to recognize the expected future tax benefits or costs of events that have been, or will be,
reported in different years for financial statement purposes than tax purposes. Deferred tax assets and liabilities are determined based on the
difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which these
items are expected to reverse. We recognize tax benefits related to uncertain tax positions ifwe believe it is more-likely-than-not the benefit
will be realized. We review our deferred tax assets to determine ifit is more-likely-than-not that they will be realized. Ifwe determine it is not
more-likely-than-not that a deferred tax asset will be realized, we record a valuation allowance to reverse the previously recognized tax
benefit. See Note 5 for further information.
Foreign Currency Translation
Our consolidated financial statements are reported in U.S. dollars. Our foreign subsidiaries maintain their records primarily in the currency of
the country in which they operate. The method of translating local currency financial information into U.S. dollars depends on whether the
economy in which our foreign subsidiary operates has been designated as highly inflationary or not. Economies with a three-year cumulative
inflation rate of more than 100% are considered highly inflationary.
Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated into U.S. dollars using rates of exchange at
the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at
rates of exchange in effect during the year. Transaction gains and losses are recorded in net income.
Foreign subsidiaries that operate in highly inflationary countries use the U.S. dollar as their functional currency. Local currency monetary
assets and liabilities are remeasured into U.S. dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments
and other transaction gains and losses recognized in earnings. Other than nonmonetary equity and available-for-sale debt securities,
nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar. For nonmonetary equity
securities traded in highly inflationary economies, the fair market value of the equity securities are remeasured at the current exchange rates to
determine gain or loss to be recorded in net income. For nonmonetary available-for-sale debt securities traded in highly inflationary
economies, the fair market value of these debt securities are remeasured at the current exchange rates, with changes recorded in the gains
(losses) on available-for-sale securities component of accumulated other comprehensive income (loss). We reclassify amounts from
accumulated other comprehensive income (loss) into earnings when these debt securities are sold. Revenues and expenses are translated at
rates of exchange in effect during the year. See "Venezuela" and "Argentina" sections below for further information.
Argentina
We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina"). Revenues
from Brink's Argentina represented approximately 4% of our consolidated revenues for the years ended December 31, 2024, 2023, and 2022.
The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and
significant inflation. For the year ended December 31, 2022, the Argentine peso declined by approximately 42% (from 103.1 to 178.6 pesos
to the U.S. dollar). For the year ended December 31, 2023, the Argentine peso declined by approximately 79% (from 178.6 to 833.3 pesos to
the U.S. dollar). For the year ended December 31, 2024, the Argentine peso declined approximately 19% (from 833.3 to 1,031.0 pesos to the
U.S. dollar).
Beginning July 1, 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, we consolidated
Brink's Argentina using our accounting policy for subsidiaries operating in highly inflationary economies beginning with the third quarter of
2018. Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date using the currency exchange
rate then in effect, with currency remeasurement gains and losses recognized in earnings. In 2024, we recognized $18.4 million in pretax
remeasurement losses. In 2023 and in 2022, we recognized $79.1 million and $37.6 million in pretax remeasurement losses, respectively.
At December 31, 2024, Argentina's economy remained highly inflationary for accounting purposes. At December 31, 2024, we had net
monetary assets denominated in Argentine pesos of $115.9 million (including cash of $104.0 million). At December 31, 2024, we had net
nonmonetary assets of$147.5 million (including $103.1 million of goodwill and $21.2 million in debt securities denominated in Argentine
pesos).
At December 31, 2023, we had net monetary assets denominated in Argentine pesos of $72.1 million (including cash of $62.5 million) and
net nonmonetary assets of $141.9 million (including $99.8 million of goodwill, $ 1.1 million in equity securities denominated in Argentine
pesos and $5.6 million in debt securities denominated in Argentine pesos).
During September 2019, the Argentine government announced currency controls on both companies and individuals. The Argentine central
bank issued details as to how the exchange control procedures would operate in practice. Under these procedures, central bank approval is
required for many transactions, including dividend repatriation abroad.
69
We have previously elected to use other market mechanisms to convert Argentine pesos into U.S. dollars. Conversions under these other
market mechanisms generally settle at rates that are less favorable than the rates at which we remeasure the financial statements of Brink's
Argentina. We did not have any such conversion losses in the last three years.
Although the Argentine government has implemented currency controls, Brink's management continues to provide guidance and strategic
oversight, including budgeting and forecasting for Brink's Argentina. We continue to control our Argentina business for purposes of
consolidation of our financial statements and continue to monitor the situation in Argentina.
Venezuela
Our Venezuelan operations offer transportation and route-based logistics management services for cash and valuables throughout Venezuela.
Currency exchange regulations, combined with other government regulations, such as price controls and strict labor laws, significantly limit
our ability to make and execute operational decisions at our Venezuelan subsidiaries. As a result of the conditions, we do not meet the
accounting criteria for control over our Venezuelan operations and, as a result, we began reporting the results of our investment in our
Venezuelan subsidiaries using the cost method of accounting, the basis of which approximates zero. Prior to the imposition of the U.S.
government sanctions, we provided immaterial amounts of financial support to our Venezuela operations. We continue to monitor the
situation in Venezuela, including the imposition of sanctions by the U.S. government targeting Venezuela.
Concentration of Credit Risks
We routinely assess the financial strength of significant customers and this assessment, combined with the large number and geographic
breadth of our customers, limits our concentration of risk with respect to accounts receivable. Financial instruments which potentially subject
us to concentrations of credit risks are principally cash and cash equivalents and accounts receivables. Cash and cash equivalents are held by
major financial institutions.
Use of Estimates
In accordance with U.S. generally accepted accounting principles ("GAAP"), we have made a number of estimates and assumptions relating
to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial
statements. Actual results could differ materially from those estimates. The most significant estimates are related to goodwill, intangibles and
other long-lived assets, pension and other retirement benefit assets and obligations, legal contingencies, allowance for doubtful accounts,
deferred tax assets and purchase price allocations.
In the first quarter of 2022, we further refined our global methodology of estimating the allowance for doubtful accounts. Our previous
method to estimate currently expected credit losses in receivables (the allowance) was weighted significantly to a review of historical loss
rates and specific identification of higher risk customer accounts. It also considered current and expected economic conditions, particularly
the effects of the COVID-19 pandemic, in determining an appropriate allowance. As many of our regions began to recover from the
pandemic, we re-assessed those earlier assumptions and estimates. Our updated method now also includes an estimated allowance for
accounts receivable significantly past due in order to adjust for at-risk receivables not captured in our previous method. As part of the analysis
under the updated estimation methodology, we noted an increase in accounts receivable significantly past due, particularly in the U.S., and we
recorded an additional allowance of $16.7 million in the first quarter of 2022. In the subsequent three quarters of 2022, the additional
allowance was reduced by $1.1 million as a result of collections. Due to the fact that management has excluded this amount when evaluating
internal performance, we have excluded it from segment results.
Fair-value estimates. We have various financial instruments included in our financial statements. Financial instruments are carried in our
financial statements at either cost or fair value. We estimate fair value of assets using the following hierarchy using the highest level possible:
Level 1: Quoted prices for identical assets or liabilities in active markets.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in
markets that are not active, or inputs other than quoted prices that are directly or indirectly observable, or inputs that are derived
principally from, or corroborated by, observable market data by correlation or other means.
Level 3: Unobservable inputs that reflect estimates and assumptions.
New Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,
which requires expanded disclosures about significant segment expenses and information used to assess segment performance. For annual
reporting periods, we adopted ASU 2023-07 on January 1, 2024. For interim reporting periods, this ASU was effective for us on January 1,
2025. In accordance with the new guidance, we have added disclosures about significant segment expenses in Note 3. Beginning with our first
interim reporting period in 2025, we will also include interim disclosures regarding assets held by segments as well as capital expenditures
and depreciation and amortization by segment.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands
annual disclosures in an entity's income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S.
(federal and state) and foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 15, 2024,
although early adoption is permitted. This new guidance will result in increased disclosures in the notes to our financial statements.
70
In November 2024, the F ASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disclosures about
specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling
expenses. This ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods
beginning after December 15, 2027. We are currently evaluating the impact that the adoption of this standard will have on our consolidated
financial statements.
7 1
Note 2 - Revenue from Contracts with Customers
Performance Obligations
We provide various services to meet the needs of our customers and we group these service offerings into two broad categories: (1) cash and
valuables management; and (2) digital retail solutions and ATM managed services.
Cash and Valuables Management
Cash and valuables management services are provided to customers throughout the world. Cash-in-transit services include the secure
transportation of cash, securities and other valuables between businesses, financial institutions and central banks. Basic ATM management
services include cash replenishment, treasury management and first line maintenance. Our global services business provides secure transport
of high-value commodities including diamonds, jewelry, precious metals, securities, banknotes, currency, high-tech devices, electronics and
pharmaceuticals. Additional global services include pick-up, packaging, customs clearance, secure vault storage and inventory management.
We also offer a variety of cash management services including money processing (e.g., counting, sorting, wrapping, checking condition of
bills, etc.), check imaging and other cash management services (e.g., cashier balancing, counterfeit detection, account consolidation and
electronic reporting). Our vaulting services combine cash-in-transit services, cash management services, vaulting and electronic reporting
technologies to help banks expand into new markets while minimizing investment in vaults and branch facilities. In addition to providing
secure storage, we process deposits, provide check imaging and reconciliation services, perform currency inventory management, process
ATM replenishment orders and electronically transmit banking transactions. We provide other services to some of our customers, such as
guarding, commercial security and payment services.
Digital Retail Solutions and ATM Managed Services
DRS and AMS are technology enabled services provided to customers throughout the world. DRS includes services that leverage Brink's
tech-enabled sales and software platforms to simplify cash acceptance, enables merchants to access their cash without visiting a bank and
provide customers with enhanced analytics and visibility. DRS includes our patented Brink's Complete™ and CompuSafe® services. AMS
provides comprehensive services beyond basic ATM services including cash forecasting, cash optimization, ATM remote monitoring, service
call dispatching, transaction processing, and installation services. These services allow financial institutions, retailers and independent ATM
owners to outsource day-to-day operation of ATMs. For certain customers, we take ownership of ATM devices as part of our managed
services offering.
For performance obligations related to the services described above, we generally satisfy our obligations as each action to provide the service
to the customer occurs. Because the customers simultaneously receive and consume the benefits from our services, these performance
obligations are deemed to be satisfied over time. We use an output method, units of service provided, to recognize revenue because that is the
best method to represent the transfer of our services to the customer at the agreed upon rate for each action.
Although not as significant as our service offerings, we also sell goods to customers from time to time, such as safe devices. In those
transactions, we satisfy our performance obligation at a point in time. We recognize revenue when the goods are delivered to the customer as
that is the point in time that best represents when control has transferred to the customer.
Our contracts with customers describe the services we can provide along with the fees for each action to provide the service. We typically
send invoices to customers for all of the services we have provided within a monthly period and payments are generally due within 30 to 60
days of the invoice date.
Although our customer contracts specify the fees for each action to provide service, the majority of the services stated in our contracts do not
have a defined quantity over the contract term. Accordingly, the transaction price is considered variable as there is an unknown volume of
services that will be rendered over the course of the contract. We recognize revenue for these services in the period in which they are provided
to the customer based on the contractual rate at which we have the right to invoice the customer for each action.
Some of our contracts with customers contain clauses that define the level of service that the customer will receive. The service level
agreements ("SLA") within those contracts contain specific calculations to determine whether the appropriate level of service has been met
within a specific period, which is typically a month. We estimate SLA penalties and recognize the amounts as a reduction to revenue.
Taxes collected from customers and remitted to governmental authorities are not included in revenues in the consolidated statements of
operations.
72
Revenue Disaggregated by Reportable Segment and Type of Service
(In millions)
Twelve months ended December 31, 2024
Reportable Segments:
North America
Latin America
Europe
Rest of World
Total reportable segments
Twelve months ended December 31, 2023
Reportable Segments:
North America
Latin America
Europe
Rest of World
Total reportable segments
Twelve months ended December 31, 2022
Reportable Segments:
North America
Latin America
Europe
Rest of World
Total reportable segments
$
$
$
$
$
$
Cash and
Valuables
Management
1,207.0
1,095.5
749.5
748.4
3,800.4
1,216.8
1,149. 1
745.2
751.6
3,862.7
1,207.2
1,090.3
728.1
766.5
3,792. 1
DRS and AMS
Total
442.7
1,649.7
215.5
1,311.0
477.9
1,227.4
75.4
823.8
1,211.5
5,011.9
384.3
1,601.1
183.2
1,332.3
391.6
1,136.8
52.8
804.4
1,011.9
4,874.6
376.9
1,584.1
120.3
1,210.6
203.3
931.4
42.9
809.4
743.4
4,535.5
Certain of our services involve the leasing of assets, such as safes, to our customers along with the regular servicing of those safe devices.
Revenues related to the leasing of these assets are recognized in accordance with applicable lease guidance, but are included in the above
table as the amounts are a small percentage of overall revenues.
Contract Balances
Contract Assets
Although payment terms and conditions can vary, for the majority of our customer contracts, we invoice for all of the services provided to the
customer within a monthly period. For certain customer contracts, the timing of our performance may precede our right to invoice the
customer for the total transaction price. For example, Brink's affiliates in certain countries, primarily in Latin America, negotiate annual price
adjustments with certain customers and, once the price increases are finalized, the pricing changes are made retroactive to services provided in
earlier periods. These retroactive pricing adjustments are estimated and recognized as revenue with a corresponding contract asset in the same
period in which the related services are perfonned. As the estimate of the ultimate transaction price changes, we recognize a cumulative
catch-up adjustment for the change in estimate. In our Rest of World segment, certain Brink's affiliates provide services to specific customers
and, per contract, a portion of the consideration is retained by the customers until the contract is completed. The retention amounts are
reported as contract assets until we have the right to bill the customer for these amounts. Certain Brink's affiliates make upfront consideration
payments in order to gain customer contracts. The upfront payment amounts are reported as contract assets and are amortized as a reduction to
revenues over the duration of the contracts. Contract assets expected to be collected within one year ($4.6 million at December 31, 2024) are
included in prepaid expenses and other on the consolidated balance sheet. Amounts not expected to be billed and collected within one year
($17.6 million at December 31, 2024) are reported in other noncurrent assets on the consolidated balance sheet.
Contract Liabilities
For other customer contracts, we may obtain the right to payment or receive customer payments prior to performing the related services under
the contract. When the right to customer payments or receipt of payments precedes our performance, we recognize a contract liability, which
is included in accrued liabilities on the consolidated balance sheet.
73
The opening and closing balances of receivables, contract assets and contract liabilities related to contracts with customers are as follows:
Contract
(In millions)
Receivables
Contract Assets
Liabilities
Opening (January I, 2024)
$
779.0
1 5.4
21 .4
Closing (December 31, 2024)
733.5
22.2
1 5.0
Increase (decrease)
$
(45.5)
6.8
(6.4)
The amount of revenue recognized in 2024 that was included in the January 1, 2024 contract liability balance was $21.2 million. This revenue
consists of services provided to customers who had prepaid for those services prior to the current year.
Revenue recognized in the twelve months ended December 31, 2024 from performance obligations satisfied in the prior year was not
significant. This revenue is a result of changes in the transaction price of our contracts with customers.
Contract Costs
Sales commissions directly related to obtaining new contracts with customers are capitalized when incurred and are then amortized to expense
ratably over the term of the contracts. At December 31, 2024, the net capitalized costs to obtain contracts was included in other assets on the
consolidated balance sheet. The capitalized amounts at December 31, 2024 were $12.8 million.
Practical Expedients
For the majority of our contracts with customers, we invoice a fixed amount for each unit of service we have provided. These contracts
provide us with the right to invoice for an amount or rate that corresponds to the value we have delivered to our customers. The volume of
services that will be provided to customers over the term is not known at inception of these contracts. Therefore, while the rate per unit of
service is known, the transaction price itself is variable. For this reason, we recognize revenue from these contracts equal to the amount for
which we have the contractual right to invoice the customers. Because we are not required to estimate variable consideration related to the
transaction price in order to recognize revenue, we are also not required to estimate the variable consideration to provide certain disclosures.
As a result, we have elected to use the optional exemption related to the disclosure of transaction prices, amounts allocated to remaining
performance obligations and the future periods in which revenue will be recognized, sometimes referred to as backlog.
We have also elected to use the practical expedient for financing components related to our contract liabilities. We do not recognize interest
expense on contracts for which the period between our receipt of customer payments and our service to the customer is one year or less.
74
Note 3 - Segment Information
We identify our operating segments based on how our chief operating decision maker ("CODM") allocates resources, assesses performance
and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to
each operating segment based on a profit or loss measure which, at the reportable segment level, excludes the following:
Corporate expenses - include costs to manage the global business and perform activities required by public companies as well as
other items that are considered part of the Company's operations and revenue generating activities but are not considered when the
CODM evaluates segment results. Examples include corporate staff compensation, corporate headquarters costs, regional
management costs, share-based compensation, and currency transaction gains and losses.
Other items not allocated to segments - include income and expenses that are not necessary to operate our business in the ordinary
course and are not considered when the CODM evaluates segment results. These include non-recurring as well as certain recurring
costs and gains which are not considered to be part of the Company's operations and revenue generating activities. As such, they
have not been allocated to segment or Corporate results.
Our CODM uses segment operating profit to evaluate the performance of each of our reportable segments, comparing profitability to expected
results as well as to the other segments, ultimately guiding resource allocation decisions including investment, capital allocation and staffing
to optimize overall company profitability.
We currently serve customers in more than 100 countries, including 51 countries where we operate subsidiaries.
We manage our business in the following four segments:
North America - operations in the U.S. and Canada, including the Brink's Global Services ("BGS") line of business,
Latin America - operations in Latin American countries where we have an ownership interest, including the BGS line of business,
Europe - total operations in European countries that primarily provide services outside of the BGS line of business, and
Rest of World - operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries
that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.
75
Year Ended December 31, 2024
North
Latin
Rest of
(in millions)
America
America
Europe
World
Total
Revenues
$
1,649.7
1,311.0
1,227.4
823.8
5,011.9
Less:
Cost of revenues:
Labor and fringe benefit costs(•)
624.0
572. 1
544.2
236.8
Other cost of revenues segment items(b)
608.2
349.3
404.4
351.2
Total cost ofrevenues<•J
1,232.2
921.4
948.6
588.0
Selling, general, and administrative<•)
223.5
117.3
140.9
67.2
Segment operating profit
$
194.0
272.3
137.9
168.6
772.8
Year Ended December 31, 2023
North
Latin
Rest of
(In millions)
America
America
Europe
World
Total
Revenues
$
1,601.1
1,332.3
I, 136.8
804.4
4,874.6
Less:
Cost of revenues:
Labor and fringe benefit costs(a)
633.2
574.6
511.4
238.4
Other cost of revenues segment items(bl
583.4
354.1
384.9
342.7
Total cost of revenues
Non-U.S.:
Mexico
France
Brazil
Other
Subtotal
U.S.
Total
(a)
Long-lived assets include only property and equipment, net.
(In millions)
Revenues by Significant Country<•>
Outside the U.S.:
Mexico
France
Brazil
Argentina
United Kingdom
Netherlands
Canada
Other
Subtotal
U.S.
Total
$
$
$
December 31,
2024
2023
106.5
135.9
113.2
104.2
54.9
78.3
377.1
376.0
651.7
694.4
331.0
318.9
982.7
1,013.3
Years Ended December 31,
2024
2023
2022
582.8
447.1
283.2
190.7
190.7
170.3
123.1
1,497.4
3,485.3
1,526.6
563.8
413.2
309.8
207.l
188.7
149.7
118.0
1 ,441.2
3,391.5
1 ,483.1
452.6
370.l
329.9
203.9
107.0
124.3
124.5
1 ,363.6
3,075.9
1,459.6
$
5,011.9
4,874.6
4,535.5
(a)
Revenues are recorded in the country where service is initiated or performed. No single customer represents more than I 0% of total revenue.
(In millions)
Net assets outside the U.S. by Geographic Area
Canada
Latin America<•>
Europe(a)(b)
Middle East, Africa and Asia ("MEAA'') (a)(b)
Total
(a)
Amounts include net assets of Corporate entities domiciled outside the U.S.
$
$
December 31,
2024
2023
46.9
52.6
750.4
782.8
1,061.7
809.3
606.5
562.4
2,465.5
2,207. 1
(b)
European countries that primarily provide BGS services from our Rest of World segment are included in the Europe geographic area. The remainder of our Rest of World
segment primarily represents operations in the MEAA geographic area.
79
Note 4 - Retirement Benefits
Defined-benefit Pension Plans
Summary
We have various defined-benefit pension plans covering eligible current and former employees. Benefits under most plans are based on salary
and years of service. There are limits to the amount of benefits which can be paid to participants from a U.S. qualified pension plan. We
maintain a nonqualified U.S. plan to pay benefits for those eligible current and former employees in the U.S. whose benefits exceed the
regulatory limits. Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005.
Components of Net Periodic Pension Cost (Credit)
(In millions)
U.S. Plans
Non-U.S. Plans
Total
Years Ended December 31,
2024
2023
2022
2024
2023
2022
2024
2023
2022
Service cost
$
$
8.7
7.6
8.1
$
8.7
7.6
8.1
Interest cost on projected benefit
obligation
30.7
32.4
22.9
1 7.7
18.1
13.1
48.4
50.5
36.0
Return on assets ӆ expected
(46.4)
(47.2)
(48.7)
(11 .4)
(11.l)
(12.7)
(57.8)
(58.3)
(61.4)
Amortization of losses
5.2
1.6
24.2
2.6
1.8
2.0
7.8
3.4
26.2
Amortization of prior service cost
0.1
0.1
Curtailment gain
(0.5)
(0.5)
Settlement loss(a)
1.1
3.2
1.1
3.2
Net periodic pension cost (credit)
$
(10.5)
(13.2)
(1.6) $
18.8
16.4
13.2
$
8.3
3.2
11.6
(a)
Non-U.S. Plans settlement losses relate primarily to tenninated employees that participate in a Mexican severance indemnity program ("Mexico Plan") that is accounted for as a
defined benefit plan. Non-U.S. Plans settlement losses in 2023 related to terminated employees that participate in the Mexico Plan were offset by a settlement gain related to our
defined benefit plan in Ireland, which was terminated during 2023. Plan settlement losses in 2022 relate primarily to lump-sum payouts in Canada as well as terminated
employees that participate in the Mexico Plan that is accounted for as a defined benefit plan.
The components of net periodic pension cost and net periodic post-retirement cost other than the service cost component are included in
interest and other nonoperating income (expense) in the consolidated statements of operations.
80
Obligations and Funded Status
Changes in the projected benefit obligation ("PBO") and plan assets for our pension plans are as follows:
(In millions)
U.S. Plans
Non-U.S. Plans
Total
Years Ended December 31,
2024
2023
2024
2023
2024
2023
Benefit obligation at beginning of year
$
629.2
627.2
383.1
334.7
1,012.3
961.9
Service cost
8.7
7.6
8.7
7.6
Interest cost
30.7
32.4
17.7
18.1
48.4
50.5
Participant contributions
0.6
0.5
0.6
0.5
Plan amendments
0.5
0.5
Plan combinations
2.2
0.4
2.2
0.4
Curtailments
0.1
(0.1)
0.1
(0.1)
Settlements
(0.9)
(3.8)
(0.9)
(3.8)
Benefits paid
(45.0)
(45.2)
(22.4)
(21 .4)
(67.4)
(66.6)
Divestitures(a)
(3.7)
(3.7)
Actuarial (gains) losses
(29.2)
14.8
(10.6)
33.9
(39.8)
48.7
Foreign currency exchange effects
(30.7)
16.4
(30.7)
16.4
Benefit obligation at end of year
$
585.7
629.2
347.8
383.1
933.5
1,012.3
Fair value of plan assets at beginning of year
$
611.6
596.3
259.3
245.5
870.9
841.8
Return on assets - actual
20.4
59.9
2.9
20.9
23.3
80.8
Participant contributions
0.6
0.5
0.6
0.5
Plan combinations
2.2
0.4
2.2
0.4
Employer contributions
0.7
0.6
13.7
12.8
14.4
13.4
Settlements
(0.9)
(3.8)
(0.9)
(3.8)
Benefits paid
(45.0)
(45.2)
(22.4)
(21 .4)
(67.4)
(66.6)
Divestitures(a)
(3.7)
(3.7)
Foreign currency exchange effects
(16.9)
8.1
(16.9)
8.1
Fair value of plan assets at end of year
$
587.7
611 .6
238.5
259.3
826.2
870.9
Funded status
$
2.0
(17.6)
(109.3)
(123.8)
(107.3)
(141.4)
Included in:
Noncurrent asset
$
8.2
12.7
15.1
20.9
15.1
Current liability, included in accrued liabilities
0.6
0.7
5.1
7.3
5.7
8.0
Noncurrent liability
5.6
16.9
116.9
131 .6
122.5
148.5
Net pension (asset) liability
$
(2.0)
17.6
109.3
123.8
107.3
141 .4
(a)
During 2023, we terminated our defined-benefit pension plan in Ireland.
81
Other Changes in Plan Assets and Benefit Recognized in Other Comprehensive Income (Loss)
(In millions)
Years Ended December 31,
Benefit plan net actuarial losses recognized in
accumulated other comprehensive income (loss):
Beginning of year
Net actuarial gains (losses) arising during the year
Reclassification adjustment for amortization of
prior actuarial losses included in net income (loss)
Foreign currency exchange effects
End of year
Benefit plan prior service cost recognized in
accumulated other comprehensive income (loss):
Beginning of year
Prior service credit (cost) from plan amendments
during the year
Reclassification adjustment for amortization of
prior service cost included in net income (loss)
Foreign currency exchange effects
End of year
U.S. Plans
$
$
$
$
U.S. Plans
2024
2023
(187.2)
(186.7)
3.2
(2. 1)
5.2
1.6
(178.8)
(187.2)
Non-U.S. Plans
2024
2023
(43.1)
2.0
3.7
4.0
(33.4)
(0.7)
0.1
0.1
(0.5)
(18.9)
(24.0)
1.8
(2.0)
(43.1)
(0. 1)
(0.5)
(0. 1)
(0.7)
Total
2024
2023
(230.3)
5.2
8.9
4.0
(212.2)
(0.7)
0.1
0.1
(0.5)
(205.6)
(26.1)
3.4
(2.0)
(230.3)
(0. 1)
(0.5)
(0. 1)
(0.7)
The net actuarial gains of$3.2 million in 2024 and losses of $2. l million in 2023 were mainly driven by changes in the primary U.S. pension
plan. The 2024 net actuarial gains arose primarily from a higher discount rate at the end of the year ($27 million) and census data updates ($2
million), which was largely offset by lower actual return on assets than expected ($26 million). The 2023 net actuarial losses arose primarily
from a lower discount rate at the end of the year ($18 million), which was largely offset by higher actual return on assets than expected ($13
million).
Non-U.S. Plans
The net actuarial gains of$2.0 million in 2024 were primarily due to a better liability experience ($11 million) driven by higher discount rates
at the end of the year, which was mostly offset by actual return on assets being lower than expected ($9 million). The net actuarial losses of
$24.0 million in 2023 were primarily due to lower discount rates at the end of the year ($30 million), largely offset by actual return on assets
being higher than expected ($10 million).
Information Comparing Plan Assets to Plan Obligations
Information comparing plan assets to plan obligations as of December 31, 2024 and 2023 are aggregated below. The accumulated benefit
obligation ("ABO") differs from the PBO in that the ABO is based on the benefit earned through the date noted. The PBO includes
assumptions about future compensation levels for plans that have not been frozen. The total ABO for our U.S. pension plans was $585.7
million in 2024 and $629.2 million in 2023. The total ABO for our Non-U.S. pension plans was $317.6 million in 2024 and $346.6 million in
2023.
Information for Pension Plans with an ABO in Excess of Plan Assets
(In millions)
U.S. Plans
Non-U.S. Plans
Total
December 31,
2024
2023
2024
2023
2024
2023
Fair value of plan assets
$
611.6
92.0
86. 1
92.0
697.7
Accumulated benefit obligation
6.2
629.2
191.2
196.7
197.4
825.9
Projected benefit obligation
6.2
629.2
214.0
223.6
220.2
852.8
82
Assumptions
The weighted-average assumptions used to determine the net pension cost and benefit obligations for our pension plans were as follows:
U.S. Plans
Non-U.S. Plans
2024
2023
2022
2024
2023
2022
Discount rate:
Pension cost
5.1 %
5.4 %
2.8 %
4.9 %
5.4 %
2.8 %
Benefit obligation at year end
5.6 %
5.1 %
5.4 %
5.0 %
4.9 %
5.4 %
Expected return on assets - pension cost
7.00 %
7.00 %
7.00 %
4.58 %
4.59 %
3.76 %
Average rate of increase in salaries(a):
Pension cost
NIA
NIA
NIA
2.0 %
1.9 %
1.6 %
Benefit obligation at year end
NIA
NIA
NIA
1.9 %
2.0 %
1.9 %
(a)
Salary scale assumptions are determined through historical experience and vary by age and industry. The U.S. plan benefits are frozen and will not increase due to future salary
increases.
Mortality Tables for our U.S. Retirement Benefits
We use the Society of Actuaries base mortality tables for private sector plans, Pri-2012, and the Mercer modified MP-2021 projection scale,
with a Blue Collar adjustment factor for the majority of our U.S. retirement plans and a White Collar adjustment factor for our nonqualified
U.S. pension plan.
Estimated Future Cash Flows
Estimated Future Contributions from the Company into Plan Assets
Our policy is to fund at least the minimum actuarially determined amounts required by applicable regulations. We do not expect to make
contributions to our primary U.S. pension plan in 2025. We expect to contribute $8.7 million to our non-U.S. pension plans and $0.6 million
to our nonqualified U.S. pension plan in 2025.
Estimated Future Benefit Payments from Plan Assets to Beneficiaries
Projected benefit payments of the plans in the next 10 years using assumptions in effect at December 31, 2024, are as follows:
Non-U.S.
(In millions)
U.S. Plans
Plans
Total
2025
$
48.4
19.1
67.5
2026
48.3
19.2
67.5
2027
48.0
20.2
68.2
2028
47.5
22.9
70.4
2029
46.9
24.1
71.0
2030 through 2034
223.5
139.4
362.9
83
Retirement Benefits Other than Pensions
Summary
We provide retirement healthcare benefits for eligible current and former U.S., Canadian, and Brazilian employees. Retirement benefits
related to our former U.S. coal operation include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for
United Mine Workers of America Represented Employees (the "UMWA plans") as well as costs related to Black Lung obligations.
Components of Net Periodic Postretirement Cost
The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:
(In millions)
UMWA P!ans
Black Lung and Other Plans
Total
Years Ended December 31,
2024
2023
2022
2024
2023
2022
2024
2023
2022
Service cost
$
$
0.1
0.3
0.1
$
0.1
0.3
0.1
Interest cost on APBO
9.6
11.l
1 0.3
4.6
5.3
3.7
14.2
16.4
14.0
Return on assets - expected
(10.2)
(10.3)
(13.2)
(10.2)
(10.3)
(13.2)
Amortization of losses
1.7
5.1
1 0.0
4.3
4.8
7.3
6.0
9.9
17.3
Amortization of prior service credit
(9.4)
( I l .0)
(4.6)
(0.1)
(0.3)
(9.4)
(11.1)
(4.9)
Net periodic postretirement cost ( credit) $
(8.3)
(5.1)
2.5
$
9.0
10.3
10.8
$
0.7
5.2
13.3
The components of net periodic pension cost and net periodic postretirement cost other than the service cost component are included in
interest and other nonoperating income (expense) in the consolidated statements of operations.
Obligations and Funded Status
Changes in the accumulated postretirement benefit obligation ("APBO') and plan assets related to retirement healthcare benefits are as
follows:
Black Lung and Other
(In millions)
UMWA Plans
Plans
Total
Years Ended December 31,
2024
2023
2024
2023
2024
2023
APBO at beginning of year
$
214.0
233.9
91.3
89.2
305.3
323.1
Service cost
0.1
0.3
0.1
0.3
Interest cost
9.6
11.1
4.6
5.3
14.2
16.4
Plan amendments
8.8
8.8
Benefits paid
(20.7)
(19.8)
(8.3)
(8.0)
(29.0)
(27.8)
Actuarial (gains) losses, net
(39.5)
(11.2)
(7.3)
3.3
(46.8)
(7.9)
Foreign currency exchange effects
(2.6)
l.2
(2.6)
l.2
APBO at end of year
$
172.2
214.0
77.8
91.3
250.0
305.3
Fair value of plan assets at beginning of year
$
136.1
139.0
136.1
139.0
Return on assets - actual
13.6
14.2
13.6
14.2
Employer contributions
8.3
8.0
8.3
8.0
Net transfers to (from) p Ian assets
0.5
2.7
0.5
2.7
Benefits paid
(20.7)
(19.8)
(8.3)
(8.0)
(29.0)
(27.8)
Fair value of plan assets at end of year
$
129.5
136.1
129.5
136.1
Funded status
$
(42.7)
(77.9)
(77.8)
(91.3)
(120.5)
(169.2)
Included in:
Current, included in accrued liabilities
$
9.0
9.6
9.0
9.6
Noncurrent
42.7
77.9
68.8
81.7
111.5
159.6
Retirement benefits other than pension liability
$
42.7
77.9
77.8
91.3
120.5
169.2
84
Other Changes in Plan Assets and Benefit Recognized in Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) of our retirement benefit plans other than pensions are as follows:
(in millions)
Years Ended December 31,
Benefit plan net actuarial gain (loss) recognized in
accumulated other comprehensive income (loss):
Beginning of year
$
Net actuarial gains (losses) arising during the
year
Reclassification adjustment for amortization of
prior actuarial losses included in net income
(loss)
Foreign currency exchange effects
End of year
$
Benefit plan prior service ( cost) credit recognized
in accumulated other comprehensive income (loss):
Beginning of year
$
Prior service credit from plan amendments
during the year
Reclassification adjustment for amortization or
curtailment of prior service cost included in net
income (loss)
Foreign currency exchange effects
End of year
UMWA Plans
$
UMWA Plans
2024
2023
(73.7)
(93.9)
42.9
15.1
1.7
5.1
(29.1 )
(73.7)
69.7
80.7
(8.8)
(9.4)
(11.0)
51. 5
69.7
Black Lung and Other
Plans
2024
2023
(44.4)
7.3
4.3
0.2
(32.6)
0.2
0.2
(45.5)
(3.3)
4.8
(0.4)
(44.4)
0.3
(0.1)
0.2
Total
2024
2023
(118.1)
50.2
6.0
0.2
(61.7)
69.9
(8.8)
(9.4)
51.7
(139.4)
11.8
9.9
(0.4)
( 1 18. 1)
81.0
(11.1)
69.9
The net actuarial gains of$42.9 million in 2024 arose primarily due to claims assumptions updates ($35 million), higher actual return on
assets than expected ($3 million), and higher discount rate at the end of the year ($7 million), partially offset by payments higher than
expected ($4 million). The net actuarial gains of $15.1 million in 2023 arose primarily due to claim assumptions updates ($17 million) and
higher actual return on assets than expected ($4 million), which were partially offset by lower discount rate at the end of the year ($5 million).
We recognized a prior service credit in 2022 associated with UMWA obligations due to a plan amendment that changed the medical plan to a
group Medicare Advantage plan ($67 million), which reduced future expected net per capita claims costs.
Black Lung and Other Plans
We recognized net actuarial gains of$7.3 million in 2024. This was primarily due to a higher discount rate compared to the prior period ($4
million), and claims assumptions updates ($7 million), partially offset by census data updates ($4 million). We recognized net actuarial losses
of$3.3 million in 2023. This was primarily due to a lower discount rate compared to the prior period ($2 million).
Assumptions
See Mortality Tables for our U.S. Retirement Benefits on page 83 for a description of the mortality assumptions.
The APBO for each of the plans was determined using the unit credit method and assumed rates as follows:
2024
2023
2022
Weighted-average discount rate:
Postretirement cost:
UMWA plans
5.1 %
5.4 %
2.8 %
Black lung
5.1 %
5.4 %
2.7 %
Weighted-average
5.3 %
5.6 %
2.9 %
Benefit obligation at year end:
UMWA plans
5.6 %
5.1 %
5.4 %
Black lung
5.5 %
5.1 %
5.4 %
Weighted-average
5.7 %
5.3 %
5.6 %
Expected return on assets
8.00 %
8.00 %
8.00 %
85
Healthcare Cost Trend Rates
For UMWA plans, the assumed healthcare cost trend rate used to compute the 2024 APBO is 6.5% for 2025, declining to 5.0% in 2031 and
thereafter (in 2023: 6.8% for 2024 declining to 5.0% in 2031 and thereafter). For the black lung obligation, the assumed healthcare cost trend
rate used to compute the 2024 APBO was 5.0% (in 2023: 5.0%). Other plans in the U.S. provide for fixed-dollar value coverage for eligible
participants and, accordingly, are not adjusted for inflation.
For the Canadian plan, the assumed healthcare cost trend rate used to compute the 2024 APBO is 6.5% for 2025, declining to 5.0% in 2031
(in 2023: 6.8% for 2024, declining to 5.0% in 2031). For the Brazilian plan, the assumed healthcare cost trend rate used to compute the 2024
APBO is 4.8% (in 2023: 4.8%).
We provide healthcare benefits to our UMWA retirees who are eligible for the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (the "Medicare Act") subsidy reimbursement under an employer group waiver plan ("EGWP"). Under this arrangement, a
government approved health insurance provider receives the Medicare Act subsidy reimbursement on our behalf and passes these savings to
us. Additionally, by providing healthcare benefits under an EGWP, we are able to benefit from the mandatory 50% discount that
phannaceutical companies must provide for Medicare Act-eligible prescription drugs.
In 2022, we amended our UWMA plans by transferring the majority of our retirees from a self-insured medical plan to a fully insured group
Medicare Advantage plan starting in 2023. As a result, we updated our claims assumption for the plan amendment as of December 31, 2022,
which reduced our obligation by $66.7 million and was recognized as a prior service credit as of December 31, 2022.
Cash Flows
Estimated Contributions from the Company to Plan Assets
Based on the funded status and assumptions at December 31, 2024, we expect the Company to contribute $9.0 million in cash to the plans to
pay 2025 beneficiary payments for black lung and other plans. We do not expect to contribute cash to our UMWA plans in 2025 since we
believe these plans have sufficient amounts held in trust to pay for beneficiary payments until 2040 based on actuarial assumptions. Our
UMWA plans are not covered by ERISA or other funding laws or regulations that require these plans to meet funding ratios.
Estimated Future Benefit Payments from Plan Assets to Beneficiaries
Projected benefit payments of the plans in the next 10 years using assumptions in effect at December 31, 2024, are as follows:
Black Lung and
(In millions)
UMWA Plans
Other Plans
Total
2025
$
16.2
9.1
25.3
2026
16.0
8.4
24.4
2027
15.8
7.7
23.5
2028
15.7
7.0
22.7
2029
15.4
6.5
21.9
2030 through 2034
70.4
27.4
97.8
86
Retirement Plan Assets
U.S. Plans
(In millions, except for percentages)
U.S. Pension Plans
Cash, cash equivalents and receivables
Equity securities:
U.S. large-cap(•)
U.S. small/mid-cap(a)
Intemationa]Ca)
Emerging markets(b)
Dynamic asset allocation(c)
Fixed-income securities:
Long duration - mutual fund(d)
Long duration - Treasury stripsCd)
Other types of investments:
Core propert/g) (I)
Structured credi{h) (ll
Total
UMWA Plans
Cash, cash equivalents and receivables
Equity securities:
U.S. large-caµC•l
U.S. small/mid-cap<•)
Internationa]Ca)
Emerging markets