UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended SeptemberJune 30, 20172023


¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (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)
Virginia54-1317776
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per shareBCONew York Stock Exchange
Indicate by check mark whether the registrant (1) has 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  ý☒ No  ¨☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  ý☒  No  ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.  See definitionthe definitions of “large accelerated filer”, “accelerated filer” and, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
(Check one):  Large Accelerated Filer  ý☒  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 13(a) of the Exchange Act.  ¨☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨☐ No  ý☒
As of October 23, 2017, 50,483,354August 4, 2023, 46,426,305 shares of $1 par value common stock were outstanding.

1


Part I - Financial Information
Item 1.  Financial Statements
THE BRINK’S COMPANY
and subsidiaries


Condensed Consolidated Balance Sheets
(Unaudited)
(In millions)September 30, 2017 December 31, 2016
(In millions, except for per share amounts)(In millions, except for per share amounts)June 30, 2023December 31, 2022
ASSETS   ASSETS  
Current assets:   Current assets:  
Cash and cash equivalents$241.8
 183.5
Cash and cash equivalents$890.1 972.0 
Restricted cash85.7
 55.5
Restricted cash433.5 438.5 
Accounts receivable, net605.2
 501.1
Accounts receivable, net851.0 862.2 
Prepaid expenses and other208.6
 103.6
Prepaid expenses and other342.7 324.7 
Total current assets1,141.3
 843.7
Total current assets2,517.3 2,597.4 
   
Right-of-use assets, netRight-of-use assets, net336.7 314.5 
Property and equipment, net613.9
 531.0
Property and equipment, net990.2 935.3 
Goodwill407.0
 186.2
Goodwill1,467.7 1,450.9 
Other intangibles100.6
 19.1
Other intangibles516.2 535.5 
Deferred income taxes334.8
 327.9
Deferred tax assets, netDeferred tax assets, net242.3 246.2 
Other100.8
 86.9
Other341.0 286.2 
   
Total assets$2,698.4
 1,994.8
Total assets$6,411.4 6,366.0 
   
LIABILITIES AND EQUITY 
  
LIABILITIES AND EQUITY  
   
Current liabilities: 
  
Current liabilities:  
Short-term borrowings$144.0
 162.8
Short-term borrowings$127.5 47.2 
Current maturities of long-term debt31.6
 32.8
Current maturities of long-term debt89.9 82.4 
Accounts payable156.5
 139.3
Accounts payable231.5 296.5 
Accrued liabilities556.2
 385.7
Accrued liabilities949.4 1,019.4 
Restricted cash held for customers52.6
 33.2
Restricted cash held for customers221.2 229.3 
Total current liabilities940.9
 753.8
Total current liabilities1,619.5 1,674.8 
   
Long-term debt574.4
 247.6
Long-term debt3,251.2 3,273.2 
Accrued pension costs205.3
 208.8
Accrued pension costs134.1 131.0 
Retirement benefits other than pensions284.3
 286.1
Retirement benefits other than pensions173.1 174.5 
Deferred income taxes31.0
 7.6
Lease liabilitiesLease liabilities269.0 249.9 
Deferred tax liabilitiesDeferred tax liabilities61.2 67.8 
Other182.2
 136.1
Other239.1 224.6 
Total liabilities2,218.1
 1,640.0
Total liabilities5,747.2 5,795.8 
   
Contingent liabilities (notes 4 and 12)

 

Commitments and contingent liabilities (notes 4, 8 and 14)Commitments and contingent liabilities (notes 4, 8 and 14)
   
Equity: 
  
Equity: 
The Brink's Company ("Brink's") shareholders: 
  
The Brink's Company ("Brink's") shareholders:  
Common stock, par value $1 per share:   Common stock, par value $1 per share:
Shares authorized: 100.0   Shares authorized: 100.0
Shares issued and outstanding: 2017 - 50.5; 2016 - 50.050.5
 50.0
Shares issued and outstanding: 2023 - 46.4; 2022 - 46.3Shares issued and outstanding: 2023 - 46.4; 2022 - 46.346.4 46.3 
Capital in excess of par value623.5
 618.1
Capital in excess of par value694.9 684.1 
Retained earnings624.6
 576.0
Retained earnings431.4 417.2 
Accumulated other comprehensive loss(840.2) (907.0)
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)(631.4)(700.5)
Brink’s shareholders458.4
 337.1
Brink’s shareholders541.3 447.1 
   
Noncontrolling interests21.9
 17.7
Noncontrolling interests122.9 123.1 
   
Total equity480.3
 354.8
Total equity664.2 570.2 
   
Total liabilities and equity$2,698.4
 1,994.8
Total liabilities and equity$6,411.4 6,366.0 
See accompanying notes to condensed consolidated financial statements.

2


THE BRINK’S COMPANY
and subsidiaries
 
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months 
 Ended September 30,		 Nine Months 
 Ended September 30,		Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions, except for per share amounts)2017 2016 2017 2016(In millions, except for per share amounts)2023202220232022
       
Revenues$849.5
 755.8
 $2,443.8
 2,217.1
Revenues$1,216.2 1,133.9 $2,401.6 2,207.9 
       
Costs and expenses:       Costs and expenses:  
Cost of revenues666.4
 594.4
 1,905.6
 1,779.4
Cost of revenues943.8 867.5 1,864.1 1,707.2 
Selling, general and administrative expenses116.6
 102.2
 346.5
 315.9
Selling, general and administrative expenses170.6 167.5 347.6 339.1 
Total costs and expenses783.0
 696.6
 2,252.1
 2,095.3
Total costs and expenses1,114.4 1,035.0 2,211.7 2,046.3 
Other operating income (expense)(0.1) 0.5
 (6.1) (6.4)Other operating income (expense)3.8 (2.4)(4.5)(2.7)
       
Operating profit66.4
 59.7
 185.6
 115.4
Operating profit105.6 96.5 185.4 158.9 
       
Interest expense(7.7) (5.1) (18.5) (14.9)Interest expense(51.1)(32.4)(97.7)(60.3)
Interest and other expense(21.2) (9.2) (43.8) (28.3)
Interest and other nonoperating income (expense)Interest and other nonoperating income (expense)4.1 3.4 8.8 2.1 
Income from continuing operations before tax37.5
 45.4
 123.3
 72.2
Income from continuing operations before tax58.6 67.5 96.5 100.7 
Provision for income taxes16.4
 19.5
 48.1
 43.4
Provision (benefit) for income taxesProvision (benefit) for income taxes23.4 29.3 43.7 (11.8)
       
Income from continuing operations21.1
 25.9
 75.2
 28.8
Income from continuing operations35.2 38.2 52.8 112.5 
       
Loss from discontinued operations, net of tax—
 —
 (0.1) —
Income (loss) from discontinued operations, net of taxIncome (loss) from discontinued operations, net of tax(0.1)(0.1)0.6 (0.2)
       
Net income21.1
 25.9
 75.1
 28.8
Net income35.1 38.1 53.4 112.3 
Less net income attributable to noncontrolling interests1.2
 1.4
 6.3
 7.1
Less net income attributable to noncontrolling interests3.0 3.0 6.3 5.9 
       
Net income attributable to Brink’s19.9
 24.5
 68.8
 21.7
Net income attributable to Brink’s32.1 35.1 47.1 106.4 
       
Amounts attributable to Brink’s       Amounts attributable to Brink’s  
Continuing operations19.9
 24.5
 68.9
 21.7
Continuing operations32.2 35.2 46.5 106.6 
Discontinued operations—
 —
 (0.1) —
Discontinued operations(0.1)(0.1)0.6 (0.2)
       
Net income attributable to Brink’s$19.9
 24.5
 $68.8
 21.7
Net income attributable to Brink’s$32.1 35.1 $47.1 106.4 
       
Income per share attributable to Brink’s common shareholders(a):
       
Income per share attributable to Brink’s common shareholders(a):
  
Basic:       Basic:  
Continuing operations$0.39
 0.49
 $1.36
 0.44
Continuing operations$0.69 0.74 $0.99 2.24 
Discontinued operations—
 —
 —
 —
Discontinued operations— — 0.01 — 
Net income$0.39
 0.49
 $1.36
 0.44
Net income$0.69 0.74 $1.01 2.23 
       
Diluted:       Diluted:  
Continuing operations$0.38
 0.48
 $1.33
 0.43
Continuing operations$0.68 0.73 $0.98 2.22 
Discontinued operations—
 —
 —
 —
Discontinued operations— — 0.01 — 
Net income$0.38
 0.48
 $1.33
 0.43
Net income$0.68 0.73 $0.99 2.21 
       
Weighted-average shares       Weighted-average shares  
Basic50.7
 50.1
 50.7
 49.8
Basic46.7 47.4 46.7 47.6 
Diluted51.9
 50.7
 51.6
 50.4
Diluted47.3 47.8 47.4 48.0 
       
Cash dividends paid per common share$0.15
 0.10
 $0.40
 0.30
Cash dividends paid per common share$0.22 0.20 $0.42 0.40 
(a)   Amounts may not add due to rounding.
See accompanying notes to condensed consolidated financial statements.




3

THE BRINK’S COMPANY
and subsidiaries
 
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
Three Months 
 Ended September 30,		 Nine Months 
 Ended September 30,		Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions)2017 2016 2017 2016(In millions)2023202220232022
       
Net income$21.1
 25.9
 $75.1
 28.8
Net income$35.1 38.1 $53.4 112.3 
       
Benefit plan adjustments: 
  
    Benefit plan adjustments:  
Benefit plan experience gains9.6
 12.4
 32.5
 36.7
Benefit plan prior service cost(0.4) (0.5) (1.6) (1.5)
Benefit plan actuarial gainsBenefit plan actuarial gains— 12.7 3.1 23.2 
Benefit plan prior service costsBenefit plan prior service costs(2.7)(1.2)(5.7)(2.5)
Deferred profit sharing—
 —
 0.1
 —
Deferred profit sharing0.3 — 0.3 — 
Total benefit plan adjustments9.2
 11.9
 31.0
 35.2
Total benefit plan adjustments(2.4)11.5 (2.3)20.7 
       
Foreign currency translation adjustments16.5
 (3.0) 49.4
 11.3
Foreign currency translation adjustments15.7 (62.6)59.1 (30.5)
Unrealized net gains (losses) on available-for-sale securities(0.3) —
 0.4
 —
Unrealized net gains (losses) on available-for-sale securities2.3 (0.3)0.4 (0.7)
Gains (losses) on cash flow hedges—
 0.2
 (0.1) (0.2)
Gains on cash flow hedgesGains on cash flow hedges15.7 11.8 7.0 25.2 
Other comprehensive income before tax25.4
 9.1
 80.7
 46.3
Other comprehensive income before tax31.3 (39.6)64.2 14.7 
Provision for income taxes3.7
 4.1
 12.5
 12.1
Provision (benefit) for income taxesProvision (benefit) for income taxes1.0 — (2.1)4.9 
       
Other comprehensive income21.7
 5.0
 68.2
 34.2
Other comprehensive income (loss)Other comprehensive income (loss)30.3 (39.6)66.3 9.8 
       
Comprehensive income42.8
 30.9
 143.3
 63.0
Less comprehensive income attributable to noncontrolling interests3.3
 1.9
 7.7
 8.6
Comprehensive income (loss)Comprehensive income (loss)65.4 (1.5)119.7 122.1 
Less comprehensive income (loss) attributable to noncontrolling interestsLess comprehensive income (loss) attributable to noncontrolling interests— (2.0)3.5 (0.6)
       
Comprehensive income attributable to Brink's$39.5
 29.0
 $135.6
 54.4
Comprehensive income attributable to Brink's$65.4 0.5 $116.2 122.7 
See accompanying notes to condensed consolidated financial statements.




4

THE BRINK’S COMPANY
and subsidiaries
 
Condensed Consolidated Statements of Equity

Nine Months ended September 30, 2017 and 2016
(Unaudited)


Six Months ended June 30, 2023
(In millions)Shares
Common
Stock
Capital in Excess of Par Value
Retained
Earnings
AOCI*
Noncontrolling
Interests
Total
Balance as of December 31, 202246.3 $46.3 684.1 417.2 (700.5)123.1 570.2 
Net income— — — 15.0 — 3.3 18.3 
Other comprehensive income— — — — 35.8 0.2 36.0 
Shares repurchased(0.2)(0.2)(3.8)(12.0)— — (16.0)
Dividends to:       
Brink’s common shareholders ($0.20 per share)— — — (9.3)— — (9.3)
Noncontrolling interests— — — — — (0.4)(0.4)
Share-based compensation:       
Stock awards and options:       
Compensation expense— — 10.9 — — — 10.9 
Other share-based benefit transactions0.3 0.3 (4.8)(0.2)— — (4.7)
Balance as of March 31, 202346.4 $46.4 686.4 410.7 (664.7)126.2 605.0 
Net income— — — 32.1 — 3.0 35.1 
Other comprehensive income (loss)— — — — 33.3 (3.0)30.3 
Shares repurchased(0.1)(0.1)(0.3)(1.1)— — (1.5)
Dividends to:       
Brink’s common shareholders ($0.22 per share)— — — (10.2)— — (10.2)
Noncontrolling interests— — — — — (2.4)(2.4)
Share-based compensation:       
Stock awards and options:       
Compensation expense— — 8.3 — — — 8.3 
Other share-based benefit transactions0.1 0.1 0.2 (0.1)— — 0.2 
Acquisitions of noncontrolling interests— — 0.3 — — (0.9)(0.6)
Balance as of June 30, 202346.4 $46.4 694.9 431.4 (631.4)122.9 664.2 

* Accumulated other comprehensive income (loss)

5

Attributable to Brink’s    Six Months ended June 30, 2022
(In millions)Shares 
Common
Stock
 
Capital
in Excess
of Par
Value
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Attributable
to
Noncontrolling
Interests
 Total(In millions)Shares
Common
Stock
Capital in Excess of Par Value
Retained
Earnings
AOCI*
Noncontrolling
Interests
Total
Balance as of December 31, 2021Balance as of December 31, 202147.4 $47.4 670.6 312.9 (907.9)129.6 252.6 
             
Balance as of December 31, 201548.9
 $48.9
 599.6
 561.3
 (891.9) 12.7
 330.6
Net incomeNet income— — — 71.3 — 2.9 74.2 
Other comprehensive income (loss)Other comprehensive income (loss)— — — — 50.9 (1.5)49.4 
             
Cumulative effect of change in accounting principle(a)
—
 —
 —
 0.2
 —
 —
 0.2
Net income—
 —
 —
 21.7
 —
 7.1
 28.8
Other comprehensive income—
 —
 —
 —
 32.7
 1.5
 34.2
Common stock issued0.1
 0.1
 2.9
 —
 —
 —
 3.0
Dividends to: 
  
  
  
  
  
  
Dividends to:       
Brink’s common shareholders ($0.30 per share)—
 —
 —
 (14.8) —
 —
 (14.8)
Brink’s common shareholders ($0.20 per share)Brink’s common shareholders ($0.20 per share)— — — (9.5)— — (9.5)
Noncontrolling interests—
 —
 —
 —
 —
 (3.4) (3.4)Noncontrolling interests— — — — — (1.2)(1.2)
Share-based compensation: 
  
  
  
  
  
  
Share-based compensation:       
Stock awards and options: 
  
  
  
  
  
  
Stock awards and options:       
Compensation expense—
 —
 6.7
 —
 —
 —
 6.7
Compensation expense— — 7.1 — — — 7.1 
Consideration from exercise of stock options0.4
 0.4
 10.5
 —
 —
 —
 10.9
Other share-based benefit transactions0.5
 0.5
 (4.4) (0.1) —
 —
 (4.0)Other share-based benefit transactions0.2 0.2 (3.0)— — — (2.8)
             
Balance as of September 30, 201649.9
 $49.9
 615.3
 568.3
 (859.2) 17.9
 392.2
Balance as of March 31, 2022Balance as of March 31, 202247.6 $47.6 674.7 374.7 (857.0)129.8 369.8 
Net incomeNet income— — — 35.1 — 3.0 38.1 
Other comprehensive lossOther comprehensive loss— — — — (34.6)(5.0)(39.6)
Shares repurchasedShares repurchased(0.5)(0.5)(8.0)8.5 — — — 
Dividends to:Dividends to:       
Brink’s common shareholders ($0.20 per share)Brink’s common shareholders ($0.20 per share)— — — (9.4)— — (9.4)
Noncontrolling interestsNoncontrolling interests— — — — — (1.6)(1.6)
Share-based compensation:Share-based compensation:       
Stock awards and options:Stock awards and options:       
Compensation expenseCompensation expense— — 14.9 — — — 14.9 
Other share-based benefit transactionsOther share-based benefit transactions0.1 0.1 (5.5)(0.1)— — (5.5)
Balance as of June 30, 2022Balance as of June 30, 202247.2 $47.2 676.1 408.8 (891.6)126.2 366.7 


* Accumulated other comprehensive income (loss)
 Attributable to Brink’s    
(In millions)Shares 
Common
Stock
 
Capital
in Excess
of Par
Value
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Attributable
to
Noncontrolling
Interests
 Total
              
Balance as of December 31, 201650.0
 $50.0
 618.1
 576.0
 (907.0) 17.7
 354.8
              
Net income—
 —
 —
 68.8
 —
 6.3
 75.1
Other comprehensive income—
 —
 —
 —
 66.8
 1.4
 68.2
Dividends to: 
  
  
  
  
  
  
Brink’s common shareholders ($0.40 per share)—
 —
 —
 (20.1) —
 —
 (20.1)
Noncontrolling interests—
 —
 —
 —
 —
 (3.5) (3.5)
Share-based compensation: 
  
  
  
  
  
  
Stock awards and options: 
  
  
  
  
  
  
Compensation expense—
 —
 12.5
 —
 —
 —
 12.5
Consideration from exercise of stock options0.1
 0.1
 2.6
 —
 —
 —
 2.7
Other share-based benefit transactions0.4
 0.4
 (9.7) (0.1) —
 —
 (9.4)
              
Balance as of September 30, 201750.5
 $50.5
 623.5
 624.6
 (840.2) 21.9
 480.3


(a)
We elected to early adopt the provisions of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, in the fourth quarter of 2016 resulting in a cumulative effect adjustment to Retained Earnings for previously unrecognized excess tax benefits. See Note 1 for further discussion of the impacts of this standard.


See accompanying notes to condensed consolidated financial statementsstatements.


6

THE BRINK’S COMPANY
and subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months 
 Ended September 30,		Six Months
Ended June 30,
(In millions)2017 2016(In millions)20232022
Cash flows from operating activities:   Cash flows from operating activities:  
Net income$75.1
 28.8
Net income$53.4 112.3 
Adjustments to reconcile net income to net cash provided by operating activities:   Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations, net of tax0.1
 —
(Gain) loss from discontinued operations, net of tax(Gain) loss from discontinued operations, net of tax(0.6)0.2 
Depreciation and amortization106.4
 97.5
Depreciation and amortization137.2 121.3 
Share-based compensation expense12.5
 6.7
Share-based compensation expense19.2 22.0 
Deferred income taxes(18.0) (2.7)Deferred income taxes7.1 (55.9)
Gains and losses:   
Prepayment penalty6.5
 —
Other(2.6) 0.6
Loss on sale of property, equipment and marketable securitiesLoss on sale of property, equipment and marketable securities1.6 0.6 
Impairment losses2.6
 5.7
Impairment losses5.2 3.0 
Retirement benefit funding (more) less than expense:   Retirement benefit funding (more) less than expense:
Pension12.8
 10.2
Pension(4.5)(4.0)
Other than pension13.1
 9.5
Other than pension(3.2)1.0 
Remeasurement losses due to Venezuela currency devaluation9.1
 4.7
Remeasurement losses due to Argentina currency devaluationsRemeasurement losses due to Argentina currency devaluations18.2 13.4 
Other operating3.8
 1.3
Other operating7.8 26.7 
Changes in operating assets and liabilities, net of effects of acquisitions:   Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable and income taxes receivable(98.6) (59.2)
Accounts payable, income taxes payable and accrued liabilities58.5
 (23.7)
Customer obligations9.8
 (14.9)
Prepaid and other current assets(80.5) (4.7)
(Increase) decrease in accounts receivable and income taxes receivable(Increase) decrease in accounts receivable and income taxes receivable5.8 (178.8)
Increase (decrease) in accounts payable, income taxes payable and accrued liabilitiesIncrease (decrease) in accounts payable, income taxes payable and accrued liabilities(89.0)50.0 
Increase (decrease) in restricted cash held for customersIncrease (decrease) in restricted cash held for customers(16.2)3.5 
Increase (decrease) in customer obligationsIncrease (decrease) in customer obligations(32.4)5.3 
Increase in prepaid and other current assetsIncrease in prepaid and other current assets(3.3)(61.9)
Other5.6
 (2.8)Other(1.0)(17.6)
Net cash provided by operating activities116.2
 57.0
Net cash provided by operating activities105.3 41.1 
Cash flows from investing activities: 
  
Cash flows from investing activities:  
Capital expenditures(117.4) (72.4)Capital expenditures(89.4)(83.4)
Acquisitions(147.7) —
Acquisitions, net of cash acquiredAcquisitions, net of cash acquired— (14.0)
Dispositions, net of cash disposedDispositions, net of cash disposed1.1 — 
Marketable securities:   Marketable securities:
Purchases(35.0) (8.9)Purchases(44.5)(0.5)
Sales21.2
 8.8
Sales0.9 1.1 
Cash proceeds from sale of property and equipment1.4
 4.4
Cash proceeds from sale of property and equipment1.0 2.0 
Net change in loans held for investmentNet change in loans held for investment(14.2)(7.7)
Other1.1
 (0.8)Other(0.4)— 
Net cash used by investing activities(276.4) (68.9)
Discontinued operationsDiscontinued operations0.9 — 
Net cash used in investing activitiesNet cash used in investing activities(144.6)(102.5)
Cash flows from financing activities: 
  
Cash flows from financing activities:  
Borrowings (repayments) of debt: 
  
Borrowings (repayments) of debt:  
Short-term borrowings(25.6) 39.9
Short-term borrowings76.2 4.5 
Long-term revolving credit facilities:   Long-term revolving credit facilities:
Borrowings799.2
 406.9
Borrowings4,256.4 3,039.0 
Repayments(411.2) (381.9)Repayments(4,299.0)(3,039.3)
Other long-term debt: 
  
Other long-term debt:  
Borrowings6.8
 1.2
Borrowings14.3 212.7 
Repayments(107.4) (31.8)Repayments(47.5)(42.0)
Prepayment penalty(6.5) —
Common stock issued—
 3.0
Acquisition of noncontrolling interestAcquisition of noncontrolling interest(0.6)— 
Cash paid for acquisition related settlements and obligationsCash paid for acquisition related settlements and obligations(9.7)(2.5)
Debt financing costsDebt financing costs— (5.5)
Repurchase shares of Brink's common stockRepurchase shares of Brink's common stock(17.5)— 
Dividends to: 
  
Dividends to:  
Shareholders of Brink’s(20.1) (14.8)Shareholders of Brink’s(19.5)(18.9)
Noncontrolling interests in subsidiaries(3.5) (3.4)Noncontrolling interests in subsidiaries(2.8)(2.8)
Proceeds from exercise of stock options2.7
 10.9
Minimum tax withholdings associated with share-based compensation(10.0) (5.2)
Tax withholdings associated with share-based compensationTax withholdings associated with share-based compensation(6.9)(10.2)
Other1.0
 1.8
Other2.3 1.5 
Net cash provided by financing activities225.4
 26.6
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(54.3)136.5 
Effect of exchange rate changes on cash(6.9) (5.1)Effect of exchange rate changes on cash6.7 (59.9)
Cash and cash equivalents: 
  
Increase58.3
 9.6
Cash, cash equivalents and restricted cash:Cash, cash equivalents and restricted cash:  
Increase (decrease)Increase (decrease)(86.9)15.2 
Balance at beginning of period183.5
 181.9
Balance at beginning of period1,410.5 1,086.7 
Balance at end of period$241.8
 191.5
Balance at end of period$1,323.6 1,101.9 

See accompanying notes to condensed consolidated financial statements

statements.

7

THE BRINK’S COMPANY
and subsidiaries


Notes to Condensed Consolidated Financial Statements
(Unaudited)


Note 1 - Basis of presentation

Effective February 2017, The Brink’s Company (along with its subsidiaries, “Brink’s”, the “Company”, “we”, “us” or “we”“our”) implemented changes to its organizational and management structure. As a result of these changes, we have threehas four operating segments:
•North America
South•Latin America
•Europe
•Rest of World


Our unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2016.2022.


WeUse of Estimates
In accordance with 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 condensed consolidated financial statements. Actual results could differ materially from these 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, andallowance for doubtful accounts, deferred tax assets.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 updated method not only reviews historical loss rates and identifies high risk customer accounts but 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 recorded an additional allowance of $16.7 million in the first quarter of 2022. In the second quarter of 2022, the additional allowance was reduced by $0.4 million as a result of collections. Due to the fact that management had excluded this amount when evaluating internal performance, we excluded it from segment results. There was no additional impact in the first six months of 2023.

Consolidation
The condensed 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 under theat fair value, if readily 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 methodminus impairment, if any, plus or if applicable, as available-for-sale securities.minus changes from observable price changes. All intercompany accounts and transactions have been eliminated in consolidation.


Foreign Currency Translation
Our condensed 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 an officially reporteda 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 (loss).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. Non-monetaryOther than nonmonetary equity securities, nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar. For nonmonetary equity securities traded in highly inflationary
8

economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income. Revenues and expenses are translated at rates of exchange in effect during the year.


VenezuelaArgentina
We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina"). Revenues from Brink's Argentina represented approximately 4% of our consolidated revenues for the first six months of 2023 and 5% of our consolidated revenues for the first six months of 2022.

The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant inflation. In the first six months of 2023 and 2022, the Argentine peso declined approximately 30% (from 178.6 to 256.4 pesos to the U.S. dollar) and approximately 18% (from 103.1 to 125.0 pesos to the U.S. dollar), respectively. For the year ended December 31, 2022, the Argentine peso declined approximately 42% (from 103.1 to 178.6 pesos to the U.S. dollar).

Beginning July 1, 2018, we designated Argentina's economy in Venezuela has had significant inflation in the last several years.  We consolidate our Venezuelan resultsas highly inflationary for accounting purposes. As a result, we consolidated Brink's Argentina using our accounting policy for subsidiaries operating in highly inflationary economies.economies beginning with the third quarter of 2018. Argentine peso-denominated monetary assets and liabilities are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In the first six months of 2023, we recognized a $18.2 million pretax remeasurement loss. In the first six months of 2022, we recognized a $13.4 million pretax remeasurement loss.


At June 30, 2023, Argentina's economy remains highly inflationary for accounting purposes. At June 30, 2023, we had net monetary assets denominated in Argentine pesos of $29.5 million (including cash of $24.7 million). At June 30, 2023, we had net nonmonetary assets of $210.7 million (including $99.8 million of goodwill, $1.9 million in equity securities denominated in Argentine pesos and $71.6 million in debt securities denominated in Argentine pesos).

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

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.

We confirmhave 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 control our Venezuela business for purposesremeasure the financial statements of consolidation of financial statements. Specifically, whileBrink’s Argentina. We did not have any such conversions or related conversion losses in the Venezuelasix months ended June 30, 2023 or June 30, 2022.
Although the Argentine government has imposed restrictions that prevent the repatriation of funds,implemented currency controls, Brink’s management continues to provide guidance and strategic oversight, including budgeting and forecasting. In addition, in this highly inflationary economy, the Venezuela business has negotiated price


increases with certain customers to help offset cost inflation.forecasting for Brink’s Argentina. We will continue to carefullycontrol 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 these conditions, we do not meet the accounting criteria for control over our Venezuelan operations and, as a result, we report 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 in 2019, we provided immaterial amounts of financial support to our Venezuela operations. We continue to monitor the situation in Venezuela, and the impact that the economic and political environment in that country has on our ability to control our Venezuela operations.
Since 2003,the Venezuelan government has controlled the exchange of local currency into other currencies, including the U.S. dollar, and has required that currency exchanges be made at official rates establishedimposition of sanctions by the U.S. government instead of allowing open markets to determine currency rates.  Different official rates existtargeting Venezuela.

Goodwill
Goodwill is recognized for different industries and purposes and the government does not approve all requests to convert bolivars to other currencies.

As a resultexcess of the restrictions on currency exchange, our Venezuelan operations havepurchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. We review goodwill for impairment annually, as of October 1, and whenever events or circumstances in the past been unable to obtain sufficient U.S. dollars to purchase certain imported supplies and fixed assets. Consequently, our Venezuelan operations have occasionally purchased more expensive, bolivar-denominated supplies and fixed assets. There is a risk that official currency exchange mechanisms will be discontinued or will not be accessible when needed in the future, which may prevent us from repatriating dividends or obtaining dollars to operate our Venezuelan operations.

Due to the Venezuelan government's restrictions that have prevented us from repatriating funds, results from our Venezuelan operations are included in items not allocated to segments and are excluded from the operating segments.
Remeasurement rates during 2017 and 2016.  At December 31, 2015, the SIMADI exchange rate used for remeasurement purposes was approximately 199 bolivars to the dollar. In the first quarter of 2016, the Venezuelan government replaced the SIMADI exchange mechanism with the DICOM exchange mechanism and announcedinterim periods indicate that it would allow the DICOM exchange mechanism rate to float freely. Atis more likely than not that an impairment may have occurred. Impairment indicators were reviewed as of June 30, 2016,2023 and we concluded that there were no indicators that would more likely than not reduce the DICOM rate was approximately 628 bolivars to the dollar. Since then, the rate has declined 81% to close at approximately 3,345 bolivars to the dollar at September 30, 2017. We have received only minimal U.S. dollars through this exchange mechanism. In the first nine monthsfair value of 2017, we recognized a $9.1 million pretax remeasurement loss.  The after-tax effect of this loss attributable to noncontrolling interest was $1.0 million. In the first nine months of 2016, we recognized a $4.7 million pretax remeasurement loss. However, the after-tax effect of this loss attributable to noncontrolling interest was income of $2.7 million.

Items related to our Venezuelan operations are as follows:

Our investment in our Venezuelan operations on an equity-method basis was $23.6 million at September 30, 2017 and $19.2 million at December 31, 2016.
Our Venezuelan operations had net payables to other Brink's affiliates of $2.7 million at September 30, 2017 and $6.1 million at December 31, 2016.
Our Venezuelan operations had net non-monetary assets of $22.2 million at September 30, 2017 and $17.6 million at December 31, 2016.
Our bolivar-denominated net monetary assets were $3.6 million (including $6.0 million of cash and cash equivalents) at September 30, 2017 and $1.4 million (including $6.8 million of cash and cash equivalents) at December 31, 2016.
Accumulated other comprehensive losses attributable to Brink’s shareholders related to our Venezuelan operations were $113.9 million at September 30, 2017 and $114.7 million at December 31, 2016.

Argentina
Although the economy in Argentina has had significant inflation in recent years, Argentina has not been designated as a highly inflationary economy for accounting purposes.reporting unit below its carrying amount. We will continue to monitor developmentsresults in Argentina at each reporting datefuture periods to determine whether any indicators of impairment exist that would cause us to perform an impairment review.

Restricted Cash
In France and Malaysia, we should consolidate Brink's Argentina results usingoffer services to certain of our accounting policy for subsidiaries operatingcustomers where we manage some or all of their cash supply chains. In connection with these offerings, we take temporary title to certain customers' cash, which is included as restricted cash in highly inflationary economies. We use the official exchange rate to translate the Brink's Argentina balance sheet and income statement. At September 30, 2017, the official exchange rate was approximately 17.3 Argentine pesos to the U.S. dollar. At September 30, 2017, we had cash and short-term investments denominated in Argentine pesos of $38.8 million.

Ireland
Due to management's decision in the first quarter of 2016 to exit the Republic of Ireland, the prospective impacts of shutting down this operation were included in items not allocated to segments and were excluded from the operating segments effective March 1, 2016. Beginning May 1, 2016,our financial statements due to management's decision to also exit Northern Ireland, the resultscustomer agreement or regulation. In addition, in accordance with a revolving credit facility, as of shutting down these operations were treated similarly to the Republic of Ireland. International shipments to and from Ireland continue to be provided through Brink’s Global Services ("BGS").

New Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue From Contracts with Customers, a new standard related to revenue recognition, which requires an entity to recognize an amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. The new standard will replace most of the existing revenue recognition standards in U.S. GAAP. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of this new standard to January 1, 2018. Subsequently, the FASB has continued to refine the standard and has issued several amendments. The significant effects of the new standard for us will be associated with variable consideration and capitalization of costs to obtain contracts, such as sales commissions. Currently, we recognize the impact of pricing changes in the period they become fixed and determinable and we expense sales commissions and other costs to obtain contracts as they are incurred. We do not expect a material impact on our future consolidated statements of operations or consolidated balance sheets. However, the new guidance will result in expanded disclosures regarding our various performance obligations, revenue disaggregation and contractual rights. We intend to use the modified retrospective method to adopt the new standard.



In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which requires entities to include restricted cash and restricted cash equivalent balances with cash and cash equivalent balances in the statement of cash flows. ASU 2016-18 will impact the presentation of our statement of cash flows, will be effective January 1, 2018, and requires using a retrospective transition method to adopt the standard.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require the recognition of assets and liabilities by lessees for certain leases classified as operating leases under current accounting guidance and also requires expanded disclosures regarding leasing activities. ASU 2016-02 will be effective January 1, 2019 andJune 30, 2023, we are required to maintain a restricted cash reserve of $45.7 million ($40.7 million at December 31, 2022) and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet.


9

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: Cash and Valuables Management; and Digital Retail Solutions ("DRS") and ATM Managed Services ("AMS").

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 and second 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.

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 CompleteTM 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 modified retrospectivebest method to adoptrepresent the new standard.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 assessingdelivered to the potential impactcustomer 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 standard on financial reporting.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies how certain features related to share-basedservices we have provided within a monthly period and payments are accountedgenerally due within 30 to 60 days of the invoice date.

Although our customer contracts specify the fees for and presentedeach 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 financial statements. We elected to early adopt this ASUperiod in the fourth quarter of 2016 and, per the requirements of the pronouncement, we applied the amendmentswhich they are provided to the beginningcustomer based on the contractual rate at which we have the right to invoice the customer for each action.

Some of 2016. Under ASU 2016-09, accounting changes adopted usingour contracts with customers contain clauses that define the modified retrospective method must be calculated aslevel of service that the beginningcustomer will receive. The service level agreements (“SLA”) within those contracts contain specific calculations to determine whether the appropriate level of 2016service has been met within a specific period, which is typically a month. We estimate SLA penalties and reportedrecognize the amounts as a cumulative-effect adjustment. As a result, we recognized a $0.2 million cumulative-effect adjustmentreduction to January 1, 2016 retained earnings for previously unrecognized excess tax benefits. We have electedrevenue.

Taxes collected from customers and remitted to continue our previous accounting policy of estimating forfeitures and, therefore, we didgovernmental authorities are not recognize any cumulative-effect adjustment related to forfeitures. ASU 2016-09 requires that accounting changes adopted using the prospective method should be reportedincluded in the applicable interim periods of 2016. We did not have any material changes to previously reported interim financial informationrevenues in 2016 as it relates to the recognition of excess tax benefits in the statement of operations or the classification of excess tax benefits in the statement of cash flows. In the first nine months of 2017, the accounting under this ASU resulted in the recognition of $6.4 million in excess tax benefits.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. We elected to early adopt this ASU in the first quarter of 2017 using the retrospective transition method for the periods presented. As a result, the condensed consolidated statements of operationsoperations.

10

Revenue Disaggregated by Reportable Segment and Type of Service
(In millions)
Cash and Valuables ManagementDRS and AMSTotal
Three months ended June 30, 2023
Reportable Segments:
North America$303.0 94.4 397.4 
Latin America289.0 44.9 333.9 
Europe186.7 99.2 285.9 
Rest of World184.9 14.1 199.0 
Total reportable segments$963.6 252.6 1,216.2 
Three months ended June 30, 2022
Reportable Segments:
North America$302.0 99.6 401.6 
Latin America276.3 30.0 306.3 
Europe185.5 41.2 226.7 
Rest of World189.0 10.3 199.3 
Total reportable segments$952.8 181.1 1,133.9 
Six months ended June 30, 2023
Reportable Segments:
North America$611.0 188.3 799.3 
Latin America563.3 86.1 649.4 
Europe366.8 187.8 554.6 
Rest of World371.4 26.9 398.3 
Total reportable segments$1,912.5 489.1 2,401.6 
Six months ended June 30, 2022
Reportable Segments:
North America$587.0 183.4 770.4 
Latin America540.5 57.1 597.6 
Europe371.1 77.7 448.8 
Rest of World370.6 20.5 391.1 
Total reportable segments$1,869.2 338.7 2,207.9 
Certain of our high-value 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 performed. 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 been updatedthe right to reflect this guidance.bill the customer for these amounts. Contract assets expected to be collected within one year ($6.7 million at June 30, 2023) are included in prepaid expenses and other on the condensed consolidated balance sheet. Amounts not expected to be billed and collected within one year ($8.7 million at June 30, 2023) are reported in other assets on the condensed consolidated balance sheet.


11

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 condensed consolidated balance sheet.

The adoptionopening and closing balances of this ASU resultedreceivables, contract assets and contract liabilities related to contracts with customers are as follows:
(In millions)ReceivablesContract AssetsContract Liabilities
Opening (January 1, 2023)$862.2 12.6 17.0 
Closing (June 30, 2023)851.0 15.4 15.0 
Increase (decrease)$(11.2)2.8 (2.0)

The amount of revenue recognized in the six months ended June 30, 2023 that was included in the January 1, 2023 contract liabilities balance was $10.2 million. This revenue consists of services provided to customers who had prepaid for those services prior to the current year.

Revenue recognized in the six months ended June 30, 2023 from performance obligations satisfied in the prior year was not significant. This revenue is a changeresult of changes in certain previously reportedthe 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 June 30, 2023, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet. The capitalized amounts at June 30, 2023 and December 31, 2022 were $3.9 million and $3.7 million, respectively. The amortization expense in the first ninesix months of 2016 condensed consolidated statement of operations. Cost of revenues decreased $24.5 million, selling, general2023 and administrative expenses decreased $5.02022 was $1.0 million and operating profit$0.6 million, respectively.

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 well asbacklog.

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 other income (expense) increased $29.5 million comparedour service to previously reported first nine months of 2016 amounts. The early adoption of this ASU had no impact on the previously reported income from continuing operationscustomer is one year or net income for the prior year periods.

less.


12

Note 23 - Segment information


The Brink’s Company offers transportation and logistics management services for cash and valuables throughout the world.  These services include:
Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables
ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services
Global Services – secure international transportation of valuables
Cash Management Services
◦Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services
◦
Safe and safe control device installation and servicing (including our patented CompuSafe® service)
◦Check and cash processing services for banking customers (“Virtual Vault Services”)
◦Check imaging services for banking customers
Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s-operated payment locations in Latin America and Brink’s Money™ general purpose reloadable prepaid cards and payroll cards in the U.S.
Commercial Security Systems – design and installation of security systems in designated markets in Europe
Guarding Services – protection of airports, offices, and certain other locations in Europe and Brazil with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel

We identify our operating segments based on how ourchief 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 oureach operating segmentssegment based on a profit or loss measure which, at the reportable segment level, excludes the following:
•Corporate expenses - former non-segment andinclude corporate headquarters costs, regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to U.S. GAAP, and costs related to global initiativesinitiatives.
•Other items not allocated to segments - certain significant items such as reorganization and restructuring actions that are evaluated on an individual basis by management and are not considered part of the ongoing activities of the business. Results from Venezuela operationsbusiness are also excluded from our segment results due to the Venezuelan government's restrictions that have prevented us from repatriating funds.results. We also exclude certain costs, gains and losses related to acquisitions and dispositions.dispositions of assets and of businesses. Brink's Argentina is consolidated using our accounting policy for subsidiaries operating in highly inflationary economies. We have excluded from our segment results the impact of highly inflationary accounting in Argentina, including currency remeasurement losses. Net charges related to a change in the methodology for estimating the allowance for doubtful accounts have been excluded from segment results. Finally, we have also excluded from our segment results estimated charges related to an antitrust legal matter in our Brink's Chile operations.


During the first quarter of 2017, we implemented changes to our organizational and management structure that resulted in changes to our operating segments for financial reporting purposes. Through the fiscal year ended December 31, 2016,We manage our business was reported in nine operatingthe following four segments:

•North America – operations in the U.S., France, Mexico, Brazil, and Canada, including the Brink’s Global Services ("BGS") line of business,
•Latin America EMEA, Asia and Payment Services. Changes– operations in our management reporting structure during the first quarter of 2017 required us to conduct an assessment in accordance with ASC Topic 280, Segment Reporting, to determine our operating segments.

As a result of this assessment,Latin American countries where we have an ownership interest, including the following operating segments:BGS line of business,
North America•Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and
South America
•Rest of World.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.





13




The following table summarizes our revenues and segment profit for each of our reportable segments and reconciles these amounts to consolidated revenues and operating profit:
RevenuesOperating Profit
Three Months Ended June 30,Three Months Ended June 30,
(In millions)2023202220232022
Reportable Segments:    
North America$397.4 401.6 37.5 34.1
Latin America333.9 306.3 65.9 64.7
Europe285.9 226.7 29.3 22.4 
Rest of World199.0 199.3 41.3 39.5 
Total reportable segments1,216.2 1,133.9 174.0 160.7 
Reconciling Items:
Corporate expenses:
General, administrative and other expenses— — (47.3)(39.9)
Foreign currency transaction gains— — 4.8 3.4 
Reconciliation of segment policies to GAAP(a)
— — 0.3 (0.2)
Other items not allocated to segments:
Reorganization and Restructuring(b)
— — — (2.7)
Acquisitions and dispositions(c)
— — (15.0)(15.4)
Argentina highly inflationary impact(d)
— — (11.0)(9.0)
Change in allowance estimate(e)
— — — 0.4 
Chile antitrust matter(f)
— — (0.2)(0.8)
Total$1,216.2 1,133.9 $105.6 96.5 
RevenuesOperating Profit
Six Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Reportable Segments:    
North America$799.3 770.4 76.1 58.5 
Latin America649.4 597.6 132.5 127.7 
Europe554.6 448.8 51.3 37.2 
Rest of World398.3 391.1 78.6 72.6 
Total reportable segments2,401.6 2,207.9 338.5 296.0 
Reconciling Items:
Corporate expenses:
General, administrative and other expenses— — (89.9)(68.4)
Foreign currency transaction gains— — 9.9 5.8 
Reconciliation of segment policies to GAAP(a)
— — 0.7 2.7 
Other items not allocated to segments:
Reorganization and Restructuring(b)
— — (14.2)(14.4)
Acquisitions and dispositions(c)
— — (37.0)(30.6)
Argentina highly inflationary impact(d)
— — (22.2)(15.1)
Change in allowance estimate(e)
— — — (16.3)
Chile antitrust matter(f)
— — (0.4)(0.8)
Total$2,401.6 2,207.9 $185.4 158.9 

(a)This line item includes adjustments to bad debt expense and a Mexico profit sharing plan accrual reported by the segments to the estimated consolidated amounts required by U.S. GAAP.
(b)Management periodically implements restructuring actions in targeted sections of our business. Due to the unique circumstances around the charges related to these actions, they have not been allocated to segment results.
(c)Certain acquisition and disposition items that are not considered part of the ongoing activities of the business and are special in nature are consistently excluded from segment results. These items include amortization expense for acquisition-related intangible assets and integration, transaction and restructuring costs related to business acquisitions.
(d)We have designated Argentina's economy as highly inflationary for accounting purposes. Currency remeasurement gains and losses related to peso-denominated monetary assets and liabilities as well as incremental expense related to nonmonetary assets are excluded from segment results.
(e)Represents impact of a change in our methodology to estimate our allowance for doubtful accounts in the first quarter of 2022. See Note 1 for further details.
(f)See details regarding the Chile antitrust matter at Note 14.

14
 Revenues Operating Profit
 Three Months Ended September 30, Three Months Ended September 30,
(In millions)2017 2016 2017 2016
Reportable Segments:       
North America$316.5
 297.0
 $16.9
 8.9
South America247.4
 186.7
 47.7
 35.0
Rest of World264.8
 251.2
 33.3
 33.0
Total reportable segments828.7
 734.9
 97.9
 76.9
        
Reconciling Items:       
Corporate expenses:       
General, administrative and other expenses—
 —
 (22.4) (12.9)
Foreign currency transaction gains (losses)—
 —
 0.5
 (0.2)
Reconciliation of segment policies to GAAP—
 —
 0.4
 (0.8)
Other items not allocated to segments: 
  
  
  
Venezuela operations20.8
 20.4
 2.5
 2.2
Reorganization and Restructuring—
 —
 (6.4) (2.3)
Acquisitions and dispositions(a)

—
 0.5
 (6.1) (3.2)
Total$849.5
 755.8
 $66.4
 59.7


 Revenues Operating Profit
 Nine Months Ended September 30, Nine Months Ended September 30,
(In millions)2017 2016 2017 2016
Reportable Segments:       
North America$932.1
 890.5
 $43.9
 16.4
South America654.2
 513.8
 123.3
 81.1
Rest of World742.3
 736.0
 84.1
 79.6
Total reportable segments2,328.6
 2,140.3
 251.3
 177.1
        
Reconciling Items:       
Corporate expenses:       
General, administrative and other expenses—
 —
 (59.9) (46.6)
Foreign currency transaction gains—
 —
 0.7
 2.5
Reconciliation of segment policies to GAAP—
 —
 (1.4) 3.7
Other items not allocated to segments:       
Venezuela operations115.2
 74.0
 19.1
 6.5
Reorganization and Restructuring—
 —
 (16.1) (10.4)
Acquisitions and dispositions(a)
—
 2.8
 (8.1) (17.4)
Total$2,443.8
 2,217.1
 $185.6
 115.4

(a)In the third quarter of 2017, our CODM elected to view the performance of the segments without certain costs that relate to the Company’s previously announced acquisition strategy. As a result, amortization of acquisition-related intangible assets is excluded from segment results and is included in "Acquisitions and dispositions." Prior period information has been revised to reflect this change.


 Nine Months Ended September 30,
(In millions)2017 2016
    
Capital Expenditures by Reportable Segment   
North America$64.4
 30.6
South America23.3
 13.1
Rest of World20.7
 21.2
Total reportable segments108.4
 64.9
Corporate items6.6
 3.8
Venezuela2.4
 3.7
Total$117.4
 72.4
    
Depreciation and Amortization by Reportable Segment   
Depreciation and amortization of property and equipment:   
North America$50.7
 49.7
South America16.9
 14.1
Rest of World22.5
 22.4
Total reportable segments90.1
 86.2
Corporate items8.7
 8.2
Venezuela1.2
 0.4
Reorganization and Restructuring2.0
 —
Depreciation and amortization of property and equipment102.0
 94.8
    
Amortization of intangible assets(a)
4.4
 2.7
Total$106.4
 97.5

(a)As previously stated, amortization of acquisition-related intangible assets has been excluded from reportable segment amounts.
 September 30, December 31,
(In millions)2017 2016
    
Assets held by Reportable Segment   
North America$761.4
 629.4
South America738.1
 371.4
Rest of World744.0
 621.8
Total reportable segments2,243.5
 1,622.6
Corporate items410.5
 321.3
Venezuela44.4
 50.9
Total$2,698.4
 1,994.8



Note 34 - Retirement benefits


Pension plans


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.


The components of net periodic pension cost for our pension plans were as follows:
U.S. Plans Non-U.S. Plans TotalU.S. PlansNon-U.S. PlansTotal
(In millions)2017 2016 2017 2016 2017 2016(In millions)202320222023202220232022
           
Three months ended September 30,           
Three months ended June 30,Three months ended June 30,      
           
Service cost$—
 —
 2.8
 2.6
 2.8
 2.6
Service cost$— — 1.9 2.0 1.9 2.0 
Interest cost on projected benefit obligation8.8
 9.3
 3.2
 3.0
 12.0
 12.3
Interest cost on projected benefit obligation8.1 5.7 4.5 3.3 12.6 9.0 
Return on assets – expected(13.3) (13.7) (2.6) (2.4) (15.9) (16.1)Return on assets – expected(11.8)(12.3)(2.7)(3.4)(14.5)(15.7)
Amortization of losses6.3
 6.4
 1.4
 1.2
 7.7
 7.6
Amortization of losses0.4 6.3 0.4 0.5 0.8 6.8 
Amortization of prior service cost—
 —
 0.4
 —
 0.4
 —
Settlement loss—
 —
 0.6
 0.4
 0.6
 0.4
Settlement loss— — 0.2 0.1 0.2 0.1 
Net periodic pension cost$1.8
 2.0
 5.8
 4.8
 7.6
 6.8
Net periodic pension cost$(3.3)(0.3)4.3 2.5 1.0 2.2 
           
Nine months ended September 30,           
Six months ended June 30,Six months ended June 30,      
           
Service cost$—
 —
 8.5
 8.1
 8.5
 8.1
Service cost$— — 3.7 4.1 3.7 4.1 
Interest cost on projected benefit obligation26.4
 27.8
 12.3
 9.5
 38.7
 37.3
Interest cost on projected benefit obligation16.2 11.4 8.9 6.6 25.1 18.0 
Return on assets – expected(39.9) (41.0) (7.4) (7.2) (47.3) (48.2)Return on assets – expected(23.6)(24.4)(5.5)(6.3)(29.1)(30.7)
Amortization of losses18.7
 18.7
 4.0
 3.6
 22.7
 22.3
Amortization of losses0.9 12.1 0.8 1.0 1.7 13.1 
Amortization of prior service cost—
 —
 0.8
 0.2
 0.8
 0.2
Settlement loss—
 —
 1.4
 1.8
 1.4
 1.8
Settlement loss— — 0.3 0.5 0.3 0.5 
Net periodic pension cost$5.2
 5.5
 19.6
 16.0
 24.8
 21.5
Net periodic pension cost$(6.5)(0.9)8.2 5.9 1.7 5.0 
We did not make cash contributions to the primary U.S. pension plan in 20162022 or the first ninesix months of 2017.2023. Based on current assumptions as described in our Annual Report on Form 10-K for the year ended December 31, 2016,2022, we do not expect to make any additional contributions to the primary U.S. pension plan until 2021.2026.

15




Retirement benefits other than pensions
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 operationoperations 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.


The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:
UMWA Plans Black Lung and Other Plans TotalUMWA PlansBlack Lung and Other PlansTotal
(In millions)2017 2016 2017 2016 2017 2016(In millions)202320222023202220232022
           
Three months ended September 30,           
           
Interest cost on accumulated postretirement benefit obligations$4.6
 4.7
 0.9
 0.7
 5.5
 5.4
Return on assets – expected(4.1) (4.4) —
 —
 (4.1) (4.4)
Amortization of losses5.2
 4.7
 1.0
 0.6
 6.2
 5.3
Amortization of prior service (credit) cost(1.2) (1.2) 0.5
 0.4
 (0.7) (0.8)
Net periodic postretirement cost$4.5
 3.8
 2.4
 1.7
 6.9
 5.5
           
Nine months ended September 30,           
Three months ended June 30,Three months ended June 30,      
           
Service cost$—
 —
 0.1
 —
 0.1
 —
Service cost$— — 0.1 0.1 0.1 0.1 
Interest cost on accumulated postretirement benefit obligations13.7
 14.1
 2.4
 2.0
 16.1
 16.1
Interest cost on accumulated postretirement benefit obligations2.7 2.6 1.3 0.9 4.0 3.5 
Return on assets – expected(12.4) (13.1) —
 —
 (12.4) (13.1)Return on assets – expected(2.6)(3.3)— — (2.6)(3.3)
Amortization of losses14.6
 13.5
 3.0
 1.8
 17.6
 15.3
Amortization of losses1.2 2.2 1.2 1.8 2.4 4.0 
Amortization of prior service (credit) cost(3.5) (3.5) 1.3
 1.3
 (2.2) (2.2)
Amortization of prior service costAmortization of prior service cost(2.8)(1.1)— (0.1)(2.8)(1.2)
Net periodic postretirement cost$12.4
 11.0
 6.8
 5.1
 19.2
 16.1
Net periodic postretirement cost$(1.5)0.4 2.6 2.7 1.1 3.1 
Six months ended June 30,Six months ended June 30,      
Service costService cost$— — 0.2 0.1 0.2 0.1 
Interest cost on accumulated postretirement benefit obligationsInterest cost on accumulated postretirement benefit obligations5.7 5.3 2.6 1.8 8.3 7.1 
Return on assets – expectedReturn on assets – expected(5.2)(6.6)— — (5.2)(6.6)
Amortization of lossesAmortization of losses2.9 5.3 2.3 3.7 5.2 9.0 
Amortization of prior service costAmortization of prior service cost(5.5)(2.3)— (0.1)(5.5)(2.4)
Net periodic postretirement costNet periodic postretirement cost$(2.1)1.7 5.1 5.5 3.0 7.2 
The components of net periodic pension cost and net periodic postretirement cost other than the service cost component are included in interest and other nonoperating income (expense) in the condensed consolidated statements of operations.




16

Note 45 - Income taxes
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Continuing operations    
Provision (benefit) for income taxes (in millions)$23.4 29.3 $43.7 (11.8)
Effective tax rate39.9 %43.4 %45.3 %(11.7 %)

Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Continuing operations       
Provision for income taxes (in millions)$16.4
 19.5
 $48.1
 43.4
Effective tax rate43.7% 43.0% 39.0% 60.1%


20172023 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first ninesix months of 20172023 was greater than the 35%21% U.S. statutory tax rate primarily due to the impactgeographical mix of our Venezuelan operation’s earnings, and related tax expense, including the nondeductible expenses resulting from the currency devaluation, partially offset by the significant tax benefits related to the distribution of share-based payments and an income tax benefit related to an Illinois legislative change.  The other items that cause the rate to be higher than the U.S. statutory rate include the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S. taxable income and credit limitations, the increase of valuation allowances on U.S. tax credits, and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings and a French income tax credit.tax.
2016
2022 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first ninesix months of 20162022 was greaterless than the 35%21% U.S. statutory tax rate primarily due to the significant losses related to operations inrelease of valuation allowances on U.S. tax credits deemed realizable as a result of the Republicissuance of Ireland, for which noU.S. final foreign tax benefit can be recorded, andcredit regulations, offset by the nondeductible expenses resulting from the currency devaluation in Venezuela in the first nine months. The other items that cause the rate to be higher than the U.S. statutory rate includegeographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on undistributed earningscross border payments and U.S. taxable income limitations, and the characterization of a French business tax as an income tax.

Valuation Allowance-Tax Credits
In the first quarter of 2022, we concluded that it is more likely than not that a substantial amount of the U.S. deferred tax partially offset byassets for U.S. foreign tax credit and general business credit carryforwards that previously required a valuation allowance would be realized. Our conclusion was based upon an analysis of the geographical mixfinal foreign tax credit regulations that the U.S. Treasury published in the Federal Register on January 4, 2022. Based upon this analysis, we determined a significant amount of earnings and a Frenchthe post-2021 foreign withholding taxes will now be ineligible for U.S. foreign income tax credit.

credit treatment and therefore we are forecasting that our U.S. operations will no longer annually be generating new foreign tax credits in excess of its annual foreign tax credit utilization limit. As a result, we expect to be able to utilize a substantial amount of our foreign tax credit and general business tax credit carryforwards to offset future tax prior to their expiration. Accordingly, we reversed a substantial amount of our valuation allowance on our net U.S. deferred tax assets, resulting in a $55.0 million benefit in our provision for income taxes for the period ended June 30, 2022.


For the period ending June 30, 2023, we concluded that changes in Brazilian tax law will allow Brazilian withholding taxes to be eligible for U.S. foreign tax credit treatment. Based on this conclusion, we expect to annually be generating more new foreign tax credits and utilizing fewer foreign tax carryforwards to offset taxes prior to their expiration. As a result, we recorded a $7.0 million tax expense in our provision for income taxes. Due to the novel approach that the final regulations impose, it is possible that further developments in foreign country or U.S. tax laws could occur and may require us to change our assessment of the ultimate amounts we consider more-likely-than-not to be realized.

On July 21, 2023, the U.S. Treasury issued Notice 2023-55 (the "Notice") announcing temporary relief for taxpayers in determining whether a foreign tax is eligible for a foreign tax credit under the final foreign tax credit regulations mentioned above. The Notice will allow us to apply the pre-January 4, 2022 regulations in determining the creditability of foreign taxes for our 2022 and 2023 U.S. income tax filings. The associated financial impact is estimated to be immaterial and will be reported in our third quarter 2023 condensed consolidated financial statements.
17

Note 56 - Acquisitions and Dispositions


Acquisitions
We acquired operations in various countries in the first nine months of 2017. We accountedaccount for these acquisitions as business combinations using the acquisition method. Under the acquisition method of accounting, assets acquired and liabilities assumed from these operations are recorded at fair value on the date of acquisition. The condensed consolidated statements of operations include the results of operations for each acquired entity from the date of acquisition.


Maco Transportadora de Caudales S.A. (“Maco Transportadora”)
Argentine Cash in Transit (“CIT”) and Money Processing business

NoteMachine Limited Acquisition
On July 18, 2017,October 3, 2022, we acquired 100% of the sharescapital stock of Maco TransportadoraNoteMachine Limited and Testlink Services Limited. At the acquisition date, these two entities directly owned 100% of the ownership interests in three additional entities (collectively, the five entities are referred to as "NoteMachine"). We acquired the NoteMachine businesses for approximately $205$194 million. The total purchase price will be paidNoteMachine is based in cashthe United Kingdom and manages a portfolio of ATMs. NoteMachine generated approximately $83$150 million was paidin revenues in the twelve month period prior to the sellers through September 30, 2017. The remaining amounts will be paid in scheduled installments over the next two years with the final amount based partially on the retention of customer revenue versus a target revenue amount. This contingent consideration arrangement requires us to pay a potential undiscounted amount between $0 to $30 million based on retaining the revenue levels of existing customers at the acquisition date. If there is a shortfall in revenues, a multiple of 2.5 is applied to the revenue shortfall and the contingent consideration to be paid to the former owners is reduced.  We are using a probability-weighted approach to estimate the fair value of the contingent consideration and expect to finalize this estimate in the fourth quarter of 2017. The fair value of the contingent consideration reflected in the table below is the present value of the full $30 million potentially payable as of September 30, 2017.acquisition.

The Maco Transportadora business will be integrated into our existing Brink’s Argentina operations. Maco Transportadora has approximately 1,450 employees, 4 branches and over 150 armored vehicles across its operations.


We have provisionally estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price.price in areas such as deferred tax assets and liabilities and goodwill. As a result, the allocation of the provisional purchase price may change in the future.

(In millions)Estimated Fair Value at Acquisition Date
  
Fair value of purchase consideration 
  
Cash paid through September 30, 2017$82.8
Fair value of future payments to sellers93.2
Contingent consideration28.7
Fair value of purchase consideration$204.7
  
Fair value of net assets acquired 
  
Cash$10.3
Accounts receivable16.2
Other current assets0.5
Property and equipment, net2.4
Intangible assets(a)
60.2
Goodwill(b)
147.6
Other noncurrent assets0.1
Current liabilities(11.3)
Noncurrent liabilities(21.3)
Fair value of net assets acquired$204.7

(In millions)Estimated Fair Value at Acquisition Date
(a)Fair value of purchase considerationIntangible assets are comprised of customer relationships, trade name and non-competition agreements. Final allocation will be determined once the valuation is complete.
(b)Cash paid, excluding contingent considerationConsists$178.9 
Contingent consideration at acquisition-date fair value(a)
14.8 
Fair value of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Maco Transportadora’s operations into our existing Brink’s Argentina operations. All of the goodwill has been assigned to the South America reporting unit and is not expected to be deductible for tax purposes.purchase consideration$193.7 

Other acquisitions in 2017

On March 14, 2017, we acquired 100% of the capital stock of American Armored Transport, Inc. ("AATI"). AATI provides secured trucking transportation of high-value cargo throughout the continental United States and is expected to complement our existing tractor trailer division in the United States.

On April 19, 2017, we acquired 100% of the capital stock of Muitofacil Holding Ltda., a Brazil-based holding company, and its subsidiary, Muitofacil Arrecadacao e Recebimento Ltda. (together "Pag Facil"). Pag Facil offers bank correspondent services, bill payment processing and mobile phone top-up services in Brazil and is expected to supplement our existing Brazilian payment services businesses.



On June 29, 2017, we acquired 100% of the capital stock of Global Security S.A. (“LGS”). LGS is a Chilean security company specializing in CIT and ATM services and will be integrated into our existing Brink’s Chile operations.

On August 14, 2017, we acquired 100% of the capital stock of Maco Litoral, S.A., (“Maco Litoral”) an Argentina-based company which provides CIT and ATM services.

The aggregate purchase price of these four business acquisitions (AATI, Pag Facil, LGS and Maco Litoral) was approximately $93 million. These four acquired operations employ approximately 1,200 people in the aggregate.

For these four business acquisitions (AATI, Pag Facil, LGS and Maco Litoral), we have provisionally estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. These estimated amounts are aggregated in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price, as a result, the allocation of the purchase price and the amount of goodwill and intangibles may change in the future. Our fair value estimates of acquisition date goodwill increased approximately $9 million and acquisition date intangible assets decreased approximately $11 million as compared to our estimates at the end of the previous quarter. There have been no other significant changes to our fair value estimates of the net assets acquired for these acquisitions.
(In millions)Estimated Fair Value at Acquisition Date
  
Fair value of purchase consideration 
  
Cash paid through September 30, 2017$77.5
Fair value of future payments to sellers15.6
Fair value of purchase consideration$93.1
  
Fair value of net assets acquired 
  
Cash$2.3
Accounts receivable7.2
Property and equipment, net8.2
Intangible assets (a)
25.5
Goodwill (b)
62.0
Other current and noncurrent assets3.5
Current liabilities(7.6)
Noncurrent liabilities(8.0)
Fair value of net assets acquired$93.1

(a)Fair value of net assets acquiredIntangible assets are comprised of customer relationships, trade names and non-competition agreements. Final allocation will be determined once all valuations have been completed.
(b)CashConsists$6.8 
Restricted cash12.1 
Accounts receivable27.3 
Other current assets14.5 
Property and equipment, net37.9 
Intangible assets(b)
84.2 
Goodwill(c)
62.5 
Other noncurrent assets6.6 
Current liabilities(36.3)
Other noncurrent liabilities(21.9)
Fair value of intangiblenet assets that do not qualify for separate recognition, combined with synergies expected from integrating these acquired operations into our existing operations. The goodwill from these acquisitions have been assigned to the following reporting units: AATI (U.S.), Pag Facil (Brazil), LGS and Maco Litoral (South America). We do not expect goodwill related to AATI, LGS or Maco Litoral to be deductible for tax purposes. If certain conditions are met in the future, goodwill related to Pag Facil will be deductible for tax purposes.$193.7 




(a)The contingent consideration has two components. The largest component was based on post-acquisition collections of ATM tax rate rebates from municipal governments in the U.K. The consideration was estimated at $10.5 million at the acquisition date. Through June 30, 2023, approximately $9 million has been paid to the seller for this component. The smaller component was based on post-acquisition increases in the ATM cash withdrawal interchange fees through June 30, 2023. The consideration was estimated at $4.3 million at the acquisition date. The post-acquisition fee increases did not occur and the liability was derecognized in the second quarter of 2023 resulting in a $4.8 million gain classified as other operating income (expense) in the condensed consolidated statements of operations.

(b)Intangible assets are composed of customer relationships ($47 million fair value and 13 year amortization period), developed technology ($27 million fair value and 12 year amortization period) and a trade name ($10 million fair value and 5 year amortization period).

(c)Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating NoteMachine's operations with our existing Brink's operations. Goodwill of $62 million has been assigned to the Europe reporting unit and goodwill of $1 million has been assigned to the North America reporting unit. We do not expect goodwill in these reporting units to be deductible for tax purposes.

Touchpoint 21 Acquisition
In January 2022, we acquired net assets from Touchpoint 21 LLC, an ATM and cash management solutions company operating in Texas and Oklahoma. We have determined that this acquisition represents a business combination and we have recorded acquired assets and liabilities at estimated fair value. The purchase consideration was approximately $15 million.











18

Actual and Pro Forma (unaudited) disclosures


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

(In millions)RevenueNet income attributable to Brink's
Three months ended June 30, 2023
NoteMachine$34.1 1.2 
Total$34.1 1.2 
Three months ended June 30, 2022
NoteMachine$— — 
Total$— — 
Six months ended June 30, 2023
NoteMachine$68.2 0.1 
Total$68.2 0.1 
Six months ended June 30, 2022
NoteMachine$— — 
Total$— — 

The pro forma consolidated results of Brink’sBrink's presented below reflect a hypothetical ownership as of January 1, 2016 of2021 for the businesses we acquired during 2017.2022.

(In millions)RevenueNet income attributable to Brink's
Pro forma results of Brink's for the three months ended June 30,
2023
Brink's as reported$1,216.2 32.1 
NoteMachine(a)
— — 
Total$1,216.2 32.1 
2022
Brink's as reported$1,133.9 35.1 
NoteMachine(a)
37.2 5.9 
Total$1,171.1 41.0 
Pro forma results of Brink's for the six months ended June 30,
2023
Brink's as reported$2,401.6 47.1 
NoteMachine(a)
— — 
Total$2,401.6 47.1 
2022
Brink's as reported$2,207.9 106.4 
NoteMachine(a)
73.2 6.5 
Total$2,281.1 112.9 

(a)Represents amounts prior to acquisition by Brink's.

Argentina Union Payments
In the third quarter of 2017, we acquired 100% of the shares of Maco Transportadora de Caudales S.A. ("Maco Transportadora") and Maco Litoral, S.A. ("Maco Litoral" and, together with Maco Transportadora, "Maco"). Maco Transportadora is a CIT and money processing business and Maco Litoral provides CIT and ATM services. Both businesses operate in Argentina.

19

(In millions)Revenue Net income attributable to Brink's
    
Actual results included in Brink's consolidated 2017 results for businesses acquired in 2017 from the date of acquisition   
    
Three months ended September 30, 2017   
Maco Transportadora$21.5
 3.5
Other acquisitions(a)
18.0
 0.7
Total$39.5
 4.2
    
Nine months ended September 30, 2017   
Maco Transportadora$21.5
 3.5
Other acquisitions(a)
25.0
 1.3
Total$46.5
 4.8
    
Pro forma results of Brink's for the three months ended September 30, 2017   
2017   
Brink's as reported$849.5
 19.9
Maco Transportadora(b)
4.6
 0.6
Other acquisitions(b)
1.0
 0.2
Total$855.1
 20.7
    
2016   
Brink's as reported$755.8
 24.5
Maco Transportadora(b)
20.9
 1.9
Other acquisitions(b)
13.6
 1.5
Total$790.3
 27.9
    
Pro forma results of Brink's for the nine months ended September 30   
2017   
Brink's as reported$2,443.8
 68.8
Maco Transportadora(b)
56.9
 6.2
Other acquisitions(b)
23.9
 1.5
Total$2,524.6
 76.5
    
2016   
Brink's as reported$2,217.1
 21.7
Maco Transportadora(b)
57.1
 4.0
Other acquisitions(b)
35.2
 3.2
Total$2,309.4
 28.9
(a)Includes the actual results of AATI, Pag Facil, LGS and Maco Litoral.
(b)Represents amounts prior to acquisition by Brink's.

Although the Maco operations were acquired by Brink's Argentina in 2017, the National Antitrust Authority did not formally approve the business acquisitions until 2021. The approval was issued conditioned on the divestiture of certain armored vehicles and relocation of other armored vehicles. These actions were completed in 2022. Upon the acquisition approval by the National Antitrust Authority, the national teamster unions demanded that Maco employees be paid severance benefits as if the employees had been terminated in 2022 and then immediately rehired by Brink's Argentina without their seniority.
Acquisition costs

Brink's Argentina management finalized negotiations with the Maco Transportadora and Maco Litoral unions and has agreed to pay amounts to the union members in monthly installments through June 2024. We have incurred $1.5recognized $12.5 million in transactionrelated costs relatedin 2022. In the first six months of 2023, we recognized a $3.3 million charge for an inflation-adjusted labor increase to business acquisitionsthe expected payments. Changes in the first nine monthsliability as a result of 2017. These costscurrency-related remeasurement are classifiedreflected in our operating results as described in Note 1. Changes in the condensed consolidated statementliability as a result of operationslabor rate increases are reflected as selling, general and administrative expenses.acquisition-related costs.



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



20

Note 67 - Accumulated other comprehensive income (loss)

Other comprehensive income (loss), including the amounts reclassified from accumulated other comprehensive loss into earnings, was as follows:
Amounts Arising During
the Current Period		Amounts Reclassified to
Net Income (Loss)
(In millions)PretaxIncome
Tax		PretaxIncome
Tax		Total Other
Comprehensive
Income (Loss)
Three months ended June 30, 2023     
Amounts attributable to Brink's:     
Benefit plan adjustments$(3.2)0.6 0.8 (0.3)(2.1)
Foreign currency translation adjustments(b)
20.2 1.9 (1.5)0.4 21.0 
Unrealized gains (losses) on available-for-sale securities2.3 (0.8)— — 1.5 
Gains (losses) on cash flow hedges16.7 (2.5)(1.0)(0.3)12.9 
 36.0 (0.8)(1.7)(0.2)33.3 
Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments(3.0)— — — (3.0)
 (3.0)— — — (3.0)
Total
Benefit plan adjustments(a)
(3.2)0.6 0.8 (0.3)(2.1)
Foreign currency translation adjustments(b)
17.2 1.9 (1.5)0.4 18.0 
Unrealized gains (losses) on available-for-sale securities(c)
2.3 (0.8)— — 1.5 
Gains (losses) on cash flow hedges(d)
16.7 (2.5)(1.0)(0.3)12.9 
 $33.0 (0.8)(1.7)(0.2)30.3 
Three months ended June 30, 2022     
Amounts attributable to Brink's:     
Benefit plan adjustments$1.9 (0.1)9.6 (2.3)9.1 
Foreign currency translation adjustments(b)
(56.1)4.8 (1.5)0.3 (52.5)
Unrealized losses on available-for-sale securities(0.3)(0.1)— — (0.4)
Gains (losses) on cash flow hedges15.0 (3.9)(3.2)1.3 9.2 
 (39.5)0.7 4.9 (0.7)(34.6)
Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments(5.0)— — — (5.0)
 (5.0)— — — (5.0)
Total
Benefit plan adjustments(a)
1.9 (0.1)9.6 (2.3)9.1 
Foreign currency translation adjustments(b)
(61.1)4.8 (1.5)0.3 (57.5)
Unrealized losses on available-for-sale securities(c)
(0.3)(0.1)— — (0.4)
Gains (losses) on cash flow hedges(d)
15.0 (3.9)(3.2)1.3 9.2 
 $(44.5)0.7 4.9 (0.7)(39.6)
21

Amounts Arising During
the Current Period
 
Amounts Reclassified to
Net Income (Loss)
  Amounts Arising During
the Current Period		Amounts Reclassified to
Net Income (Loss)
(In millions)Pretax 
Income
Tax
 Pretax 
Income
Tax
 
Total Other
Comprehensive
Income (Loss)
(In millions)PretaxIncome
Tax		PretaxIncome
Tax		Total Other
Comprehensive
Income (Loss)
Three months ended September 30, 2017         
Six months ended June 30, 2023Six months ended June 30, 2023     
         
Amounts attributable to Brink's:         Amounts attributable to Brink's:     
Benefit plan adjustments$(5.0) 1.1
 14.0
 (4.9) 5.2
Benefit plan adjustments$(3.7)0.5 1.4 (0.4)(2.2)
Foreign currency translation adjustments14.6
 —
 —
 —
 14.6
Foreign currency translation adjustments(b)
Foreign currency translation adjustments(b)
64.8 2.0 (2.9)0.7 64.6 
Unrealized gains (losses) on available-for-sale securities0.4
 (0.1) (0.7) 0.2
 (0.2)Unrealized gains (losses) on available-for-sale securities0.4 (0.1)— — 0.3 
Gains (losses) on cash flow hedges(0.1) —
 0.1
 —
 —
Gains (losses) on cash flow hedges8.3 (0.1)(1.3)(0.5)6.4 
9.9
 1.0
 13.4
 (4.7) 19.6
 69.8 2.3 (2.8)(0.2)69.1 
         
Amounts attributable to noncontrolling interests:         Amounts attributable to noncontrolling interests:     
Benefit plan adjustments—
 —
 0.2
 —
 0.2
Foreign currency translation adjustments1.9
 —
 —
 —
 1.9
Foreign currency translation adjustments(2.8)— — — (2.8)
1.9
 —
 0.2
 —
 2.1
 (2.8)— — — (2.8)
         
Total         Total     
Benefit plan adjustments(a)
(5.0) 1.1
 14.2
 (4.9) 5.4
Benefit plan adjustments(a)
(3.7)0.5 1.4 (0.4)(2.2)
Foreign currency translation adjustments16.5
 —
 —
 —
 16.5
Unrealized gains (losses) on available-for-sale securities(b)
0.4
 (0.1) (0.7) 0.2
 (0.2)
Gains (losses) on cash flow hedges(c)
(0.1) —
 0.1
 —
 —
Foreign currency translation adjustments(b)
Foreign currency translation adjustments(b)
62.0 2.0 (2.9)0.7 61.8 
Unrealized gains (losses) on available-for-sale securities(c)
Unrealized gains (losses) on available-for-sale securities(c)
0.4 (0.1)— — 0.3 
Gains (losses) on cash flow hedges(d)
Gains (losses) on cash flow hedges(d)
8.3 (0.1)(1.3)(0.5)6.4 
$11.8
 1.0
 13.6
 (4.7) 21.7
 $67.0 2.3 (2.8)(0.2)66.3 
         
Three months ended September 30, 2016 
  
  
  
  
Six months ended June 30, 2022Six months ended June 30, 2022     
         
Amounts attributable to Brink's: 
  
  
  
  
Amounts attributable to Brink's:     
Benefit plan adjustments$(0.7) 0.1
 12.5
 (4.1) 7.8
Benefit plan adjustments$1.0 0.1 19.7 (4.7)16.1 
Foreign currency translation adjustments(3.4) —
 —
 —
 (3.4)
Foreign currency translation adjustments(b)
Foreign currency translation adjustments(b)
(21.0)4.4 (3.0)0.7 (18.9)
Unrealized losses on available-for-sale securitiesUnrealized losses on available-for-sale securities(0.7)(0.1)— — (0.8)
Gains (losses) on cash flow hedges0.1
 —
 0.1
 (0.1) 0.1
Gains (losses) on cash flow hedges13.8 (1.8)11.4 (3.5)19.9 
(4.0) 0.1
 12.6
 (4.2) 4.5
 (6.9)2.6 28.1 (7.5)16.3 
         
Amounts attributable to noncontrolling interests:         Amounts attributable to noncontrolling interests:     
Benefit plan adjustments—
 —
 0.1
 —
 0.1
Foreign currency translation adjustments0.4
 —
 —
 —
 0.4
Foreign currency translation adjustments(6.5)— — — (6.5)
0.4
 —
 0.1
 —
 0.5
 (6.5)— — — (6.5)
         
Total         Total     
Benefit plan adjustments(a)
(0.7) 0.1
 12.6
 (4.1) 7.9
Benefit plan adjustments(a)
1.0 0.1 19.7 (4.7)16.1 
Foreign currency translation adjustments(3.0) —
 —
 —
 (3.0)
Gains (losses) on cash flow hedges(c)
0.1
 —
 0.1
 (0.1) 0.1
Foreign currency translation adjustments(b)
Foreign currency translation adjustments(b)
(27.5)4.4 (3.0)0.7 (25.4)
Unrealized losses on available-for-sale securities(c)
Unrealized losses on available-for-sale securities(c)
(0.7)(0.1)— — (0.8)
Gains (losses) on cash flow hedges(d)
Gains (losses) on cash flow hedges(d)
13.8 (1.8)11.4 (3.5)19.9 
$(3.6) 0.1
 12.7
 (4.2) 5.0
 $(13.4)2.6 28.1 (7.5)9.8 



(a)The amortization of actuarial losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income. Net periodic retirement benefit cost also includes service cost, interest cost, expected return on assets, and settlement losses.  Total service cost is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis and the remaining net periodic retirement benefit cost items are allocated to interest and other nonoperating expense:

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Total net periodic retirement benefit cost included in:    
Cost of revenues$1.5 1.7 $2.9 3.3 
Selling, general and administrative expenses0.5 0.4 1.0 0.9 
Interest and other nonoperating expense0.1 3.2 0.8 8.0 

 
Amounts Arising During
the Current Period
 
Amounts Reclassified to
Net Income (Loss)
  
(In millions)Pretax 
Income
Tax
 Pretax 
Income
Tax
 
Total Other
Comprehensive
Income (Loss)
Nine months ended September 30, 2017         
          
Amounts attributable to Brink's:         
Benefit plan adjustments$(9.3) 1.5
 39.8
 (13.9) 18.1
Foreign currency translation adjustments48.5
 —
 —
 —
 48.5
Unrealized gains (losses) on available-for-sale securities1.3
 (0.4) (0.9) 0.3
 0.3
Gains (losses) on cash flow hedges(0.3) —
 0.2
 —
 (0.1)
 40.2
 1.1
 39.1
 (13.6) 66.8
          
Amounts attributable to noncontrolling interests: 
  
  
  
  
Benefit plan adjustments—
 —
 0.5
 —
 0.5
Foreign currency translation adjustments0.9
 —
 —
 —
 0.9
 0.9
 —
 0.5
 —
 1.4
          
Total 
  
  
  
  
Benefit plan adjustments(a)
(9.3) 1.5
 40.3
 (13.9) 18.6
Foreign currency translation adjustments49.4
 —
 —
 —
 49.4
Unrealized gains (losses) on available-for-sale securities(b)
1.3
 (0.4) (0.9) 0.3
 0.3
Gains (losses) on cash flow hedges(c)
(0.3) —
 0.2
 —
 (0.1)
 $41.1
 1.1
 39.6
 (13.6) 68.2
          
Nine months ended September 30, 2016 
  
  
  
  
          
Amounts attributable to Brink's: 
  
  
  
  
Benefit plan adjustments$(2.6) 0.6
 37.4
 (12.8) 22.6
Foreign currency translation adjustments10.2
 —
 —
 —
 10.2
Unrealized gains (losses) on available-for-sale securities0.5
 (0.2) (0.5) 0.2
 —
Gains (losses) on cash flow hedges(2.1) 0.5
 1.9
 (0.4) (0.1)
 6.0
 0.9
 38.8
 (13.0) 32.7
          
Amounts attributable to noncontrolling interests: 
  
  
  
  
Benefit plan adjustments—
 —
 0.4
 —
 0.4
Foreign currency translation adjustments1.1
 —
 —
 —
 1.1
 1.1
 —
 0.4
 —
 1.5
          
Total 
  
  
  
  
Benefit plan adjustments(a)
(2.6) 0.6
 37.8
 (12.8) 23.0
Foreign currency translation adjustments11.3
 —
 —
 —
 11.3
Unrealized gains (losses) on available-for-sale securities(b)
0.5
 (0.2) (0.5) 0.2
 —
Gains (losses) on cash flow hedges(c)
(2.1) 0.5
 1.9
 (0.4) (0.1)
 $7.1
 0.9
 39.2
 (13.0) 34.2
(b)2023 foreign currency translation adjustment amounts arising during the three months ended June 30, 2023 reflect primarily the appreciation of the Mexican peso, the Brazilian real, the euro, and the British pound. 2022 foreign currency translation adjustment amounts arising during the three months ended June 30, 2022 reflect primarily the devaluation of the British pound, the Brazilian real, and the Chilean peso. 2023 foreign currency translation adjustment amounts arising during the six months ended June 30, 2023 reflect primarily the appreciation of the Mexican peso, the Brazilian real, the euro, and the British pound. 2022 foreign currency translation adjustment amounts arising during the six months ended June 30, 2022 reflect primarily the devaluation of the British pound and the euro, partially offset by the appreciation of the Brazilian real.

(a)The amortization of prior experience losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income.  Net periodic retirement benefit cost also includes service cost, interest cost, expected return on assets, and settlement losses.  Due to the adoption of ASU 2017-07 (see Note 1), total service cost is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis and the remaining net periodic retirement benefit cost items are allocated to interest and other income (expense):
(c)Gains and losses on sales of available-for-sale debt securities are reclassified from accumulated other comprehensive income (loss) to the condensed consolidated statements of operations when the gains or losses are realized. Pretax amounts are classified in the condensed consolidated statements of operations as interest and other income (expense).
 Three Months Ended September 30, Nine Months Ended September 30,
(In millions)2017 2016 2017 2016
Total net periodic retirement benefit cost included in:       
Cost of revenues$2.2
 2.1
 $6.9
 6.5
Selling, general and administrative expenses0.6
 0.5
 1.7
 1.6
Interest and other income (expense)11.7
 9.7
 35.4
 29.5
(d)Pretax gains and losses on cash flow hedges are classified in the condensed consolidated statements of operations as:

(b)Gains and losses on sales of available-for-sale securities are reclassified from accumulated other comprehensive loss to the condensed consolidated statements of operations when the gains or losses are realized.  Pretax amounts are classified in the condensed consolidated statements of operations as interest and other income (expense).
(c)Pretax gains and losses on cash flow hedges are classified in the condensed consolidated statements of operations as:
other•other operating income (expense) ($0.13.8 million of lossesloss in the three months ended SeptemberJune 30, 20172023 and $0.1$5.3 million of gainsgain in the three months ended SeptemberJune 30, 2016;2022; as well as $0.1$7.2 million of lossesloss in the ninesix months ended SeptemberJune 30, 20172023 and $1.3$6.5 million of lossesloss in the ninesix months ended SeptemberJune 30, 2016)2022).
22

•interest and other income (expense) (no gains or lossesexpense ($4.8 million reduction to expense in the three months ended SeptemberJune 30, 20172023 and no gains or losses$2.1 million of expense in the three months ended SeptemberJune 30, 2016;2022; as well as $0.1$8.5 million reduction to expense in the six months ended June 30, 2023 and $4.9 million of lossesexpense in the ninesix months ended SeptemberJune 30, 2017 and $0.2 million of losses in the nine months ended September 30, 2016)2022).




The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:
(In millions)Benefit Plan AdjustmentsForeign Currency Translation AdjustmentsUnrealized Losses on Available-for-Sale SecuritiesGains (Losses) on Cash Flow HedgesTotal
Balance as of December 31, 2022$(290.7)(433.8)(0.6)24.6 (700.5)
Other comprehensive income (loss) before reclassifications(3.2)66.8 0.3 8.2 72.1 
Amounts reclassified from accumulated other comprehensive loss to net income1.0 (2.2)— (1.8)(3.0)
Other comprehensive income (loss) attributable to Brink's(2.2)64.6 0.3 6.4 69.1 
Balance as of June 30, 2023$(292.9)(369.2)(0.3)31.0 (631.4)


(In millions)Benefit Plan Adjustments Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities Gains (Losses) on Cash Flow Hedges Total
          
Balance as of December 31, 2016$(559.6) (349.1) 1.0
 0.7
 (907.0)
Other comprehensive income (loss) before reclassifications(7.8) 48.5
 0.9
 (0.3) 41.3
Amounts reclassified from accumulated other comprehensive loss25.9
 —
 (0.6) 0.2
 25.5
Other comprehensive income (loss) attributable to Brink's18.1
 48.5
 0.3
 (0.1) 66.8
Balance as of September 30, 2017$(541.5) (300.6) 1.3
 0.6
 (840.2)


Note 78 - Fair value of financial instruments


Investments in Trading Securities and Available-for-saleMarketable Securities
We have investments in mutual funds, designated as tradingequity securities and as available-for-saleavailable for sale debt securities that are carried at fair value in the condensed financial statements. For these investments, fair value was estimated based on quoted market prices, which we have categorized as a Level 1 valuation.


Fixed-Rate Debt
The fair value and carrying value of our material fixed-rate debt, excluding any unamortized debt issuance costs, are as follows:
(In millions)September 30, 2017December 31, 2016
Unsecured notes issued in a private placement(a)
Carrying value$—
85.7
Fair value—
88.2
(In millions)June 30, 2023December 31, 2022
$600 million senior unsecured notes  
Carrying value$600.0 600.0 
Fair value534.7 528.7 
$400 million senior unsecured notes  
Carrying value400.0 400.0 
Fair value372.0 369.0 

(a)Prepaid in September 2017.


Pricing inputs for nonpublic debt are often not observable. The fair value estimateestimates of our unsecured private placementsenior notes wasreflect unobservable estimates and assumptions, which we have categorized as a Level 3 valuation. Our fair value estimates were based on the present value of future cash flows, discounted at rates for similar instrumentspublic debt at the measurement date,date. The rates for public debt were additionally adjusted for a factor which we have categorized as a Level 3 valuation.represented the change in the interest spreads between the inception rates and the public debt rates at the measurement date.


Forward and Swap Contracts
We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At SeptemberJune 30, 2017,2023, the notional value of our shorter term outstanding foreign currency forward and swap contracts was $117.2$554 million, with average maturities of approximately one month. These shorter term foreign currency forward and swap contracts primarily offset exposures in the euro and the British poundMexican peso and are not designated as hedges for accounting purposes. Accordingly, changes in their fair value are recorded immediately in earnings.

At SeptemberJune 30, 2017,2023, the fair value of our short term foreign currency contracts was a net asset of approximately $2.2 million of which $3.7 million was included in prepaid expenses and other and $1.5 million was included in accrued liabilities on the condensed consolidated balance sheet. At December 31, 2022, the fair value of these shorter term foreign currency contracts was not significant.a net liability of approximately $7.0 million of which $3.5 million was included in prepaid expenses and other and $10.5 million was included in accrued liabilities on the condensed consolidated balance sheet.


Amounts under these contracts were recognized in other operating income (expense) as follows:
Three Months
Ended June 30,		Six Months
Ended June 30,
(in millions)2023202220232022
Derivative instrument gains included in other operating income (expense)$10.4 14.1 $18.6 33.0 
.
23

In 2013,the first quarter of 2019, we entered into a longerlong term cross-currencycross currency swap contract to hedge against the change in value of a long-term intercompany loan denominatedexposure in Brazilian real.  This longer term contractreal, which is designated as a cash flow hedge for accounting purposes. Accordingly, changes in the fair value of the cash flow hedge are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We immediately reclassify from accumulated other comprehensive income (loss) to earnings an amount to offset the remeasurement recognized in earnings associated with the respective intercompany loan. Additionally, we reclassify amounts from accumulated other comprehensive income (loss) to interest expense amounts that are associated with the interest rate differential between a U.S. dollar denominated intercompany loan and a Brazilian real denominated intercompany loan.

At SeptemberJune 30, 2017,2023, the notional value of this contract was $3.1$41 million with a remaining weighted-average maturity of 0.20.3 years. At SeptemberJune 30, 2017,2023, the fair value of this longer termthe cross currency swap contract was an asset of $1.1$8.1 million which isand was included in prepaid expenses and other on the condensed consolidated balance sheet. At December 31, 2022, the fair value of the cross currency swap contract was an asset of $14.6 million and included in prepaid expenses and other on the condensed consolidated balance sheet.


Amounts under this contract were recognized in other operating income (expense) to offset transaction gains or losses and in interest expense as follows:
Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions)2023202220232022
Derivative instrument gains (losses) included in other operating income (expense)$(3.8)5.3 $(7.2)(6.5)
Offsetting transaction gains (losses)3.8 (5.3)7.2 6.5 
Derivative instrument losses included in interest expense(0.2)(0.3)(0.5)(0.7)
  Net derivative instrument gains (losses)(4.0)5.0 (7.7)(7.2)

In the first quarter of 2016,2019, we entered into ten interest rate swaps that hedge cash flow risk associated with changes in variable interest rates and that are designated as cash flow hedges for accounting purposes. Accordingly, changes in the fair value of these cash flow hedges are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We reclassify amounts from accumulated other comprehensive income (loss) into earnings in the same periods that the hedged debt affects earnings.

At June 30, 2023, the notional value of these contracts was $400 million with a remaining weighted-average maturity of 0.3 years. At June 30, 2023, the fair value of these interest rate swaps was an asset of $6.8 million and was included in prepaid expenses and other on the condensed consolidated balance sheet. At December 31, 2022, the fair value of these interest rate swaps was a net asset of $10.0 million of which $9.3 million was included in prepaid expenses and other and $0.7 million was included in other assets on the condensed consolidated balance sheet.

In the first quarter of 2022, we entered into four forward-starting interest rate swaps that hedge cash flow risk associated with changes in variable interest rates and that were designated as cash flow hedges for accounting purposes. The forward-starting interest rate swaps had a maturity date in July 2030 and had a mandatory settlement scheduled to occur in July 2022. In July 2022, an amendment was executed to terminate the four forward-starting interest rates swaps and concurrently enter into three forward-starting interest rate swaps with an amended maturity in June 2027. We designated these interest rates swaps as cash flow hedges for accounting purposes. Accordingly, the changes in the fair value of these cash flow hedges are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We reclassify amounts from accumulated other comprehensive income (loss) into earnings in the same periods that the hedged debt affects earnings.

As of the July 2022 termination date of the four previous interest rate swaps, a cumulative net gain of $9.2 million was recorded in accumulated other comprehensive income (loss). This amount is reclassified to earnings as forecasted interest payments occur through the original maturity date in July 2030. The three new interest rate swaps had an inception date fair value equal to a $9.2 million asset, approximating the settlement value of the four previous interest rate swaps. Instead of receiving cash upon termination of the previous swaps, we elected to negotiate a lower off-market fixed rate for the three new interest rate swaps. This inception date fair value is amortized to earnings on a ratable and systematic basis through the maturity date of the new interest rate swaps in June 2027.

At June 30, 2023, the notional value of these contracts was $200 million with a remaining weighted-average maturity of 2.0 years. At June 30, 2023, the fair value of these interest rate swaps was a net asset of $16.8 million of which $6.8 million was included in prepaid expenses and other and $10.0 million was included in other assets on the condensed consolidated balance sheet. At December 31, 2022, the fair value of these interest rate swaps was a net asset of $16.4 million of which $6.0 million was included in prepaid expenses and other and $10.4 million was included in other assets on the consolidated balance sheet.

In the fourth quarter of 2022, we entered into two interest rate swaps with a total notional value of $40 million with a remaining weighted-average maturity of 1.8 years.date in June 2027. These swaps were entered intoare intended to hedge cash flow risk associated with changes in variable interest rates and arewere designated as cash flow hedges for accounting purposes. Accordingly, changes in the fair value of these cash flow hedges are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We reclassify amounts from accumulated other comprehensive income (loss) into earnings in the same periods that the hedged debt affects earnings.
24


At SeptemberJune 30, 2017,2023, the notional value of these contracts was $175 million with a remaining weighted-average maturity of 2.0 years. At
June 30, 2023, the fair value of these interest ratesrate swaps was a net asset of $0.7$2.9 million of which is$2.8 million was included in prepaid expenses and other and $0.1 million was included in other assets on the condensed consolidated balance sheet. At December 31, 2022, the fair value of these interest rate swaps was a net asset of $1.0 million of which $2.0 million was included in prepaid expenses and other and $1.0 million was included in other liabilities on the condensed consolidated balance sheet.

In the second quarter of 2023, we entered into eight forward-starting interest rates swaps which will become effective in January 2024. The forward-starting interest rate swaps have a maturity date in June 2027. These swaps are intended to replace the existing $400 million interest rate swaps that will mature on the same date in January 2024 that the forward-starting swaps become effective. These swaps are intended to hedge cash flow risk associated with changes in variable interest rates and were designated as cash flow hedges for accounting purposes. Accordingly, changes in the fair value of these cash flow hedges are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss).

At June 30, 2023, the notional value of these contracts was $400 million with a remaining weighted-average maturity of 2.3 years. At June 30, 2023, the fair value of these interest rate swaps was an asset of $8.6 million of which $3.2 million was included in prepaid expenses and other and $5.4 million was included in other assets on the condensed consolidated balance sheet.


In the second quarter of 2021, we entered into ten cross currency swaps to hedge a portion of our net investments in certain of our subsidiaries with euro functional currencies. As net investment hedges for accounting purposes, we elected to use the spot method to assess effectiveness for these derivatives that are designated as net investment hedges. Accordingly, changes in fair value attributable to changes in the undiscounted spot rates are recorded in the foreign currency translation adjustments component of accumulated other comprehensive income (loss) and will remain there until the hedged net investments are sold or substantially liquidated. We have elected to exclude the spot-forward difference from the assessment of hedge effectiveness and are amortizing this amount separately on a straight-line basis over the term of these cross currency swaps.

In July 2022, we terminated these cross currency swap contracts and received $67 million in cash for the fair value of the derivative assets at the settlement date. We subsequently entered into a total of nine cross currency swaps with a total notional of $400 million to hedge a portion of our net investment in certain of our subsidiaries with euro functional currencies. Swaps with a total notional of $215 million will terminate in May 2026 and swaps with a total notional of $185 million will terminate in April 2031. We have designated these swaps as net investment hedges for accounting purposes.

At June 30, 2023, the total notional value of these cross currency swap contracts was $400 million with a remaining weighted average maturity of 2.4 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 6.5 years for the cross currency swaps maturing in April 2031. At June 30, 2023, the fair value of these cross currency swaps was a net liability of $23.3 million of which $5.6 million was included in prepaid expenses and other and $28.9 million was included in other liabilities on the condensed consolidated balance sheet. At December 31, 2022, the fair value of these cross currency swaps was a net liability of $11.7 million of which $5.6 million was included in prepaid expenses and other and $17.3 million was included in other liabilities on the condensed consolidated balance sheet.

In July 2023, we entered into a zero cost foreign exchange collar contract with a $215 million notional amount and a May 2026 expiration date. We sold a put option with a lower strike price and bought a call option with a higher strike price to manage the foreign exchange risk related to the final settlement of the $215 million notional cross currency swaps. Upon the execution of the zero cost foreign exchange collar contract, we have de-designated the existing $215 million notional cross currency swaps and re-designated the combined $215 million notional cross currency swaps and zero cost collar into a new hedging instrument. At re-designation, the existing $215 million notional cross currency swaps had a non-zero fair value representing an off-market component of the participating cross currency swaps. The off-market value will be ratably amortized into earnings through May 2026. The combined cross currency swaps and zero cost collar has been designated as a net investment hedge for accounting purposes.

The effect of the interest rate swaps and the amortization of the spot-forward difference on the net investment hedges cross currency swaps is included in interest expense as follows:
Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions)2023202220232022
Interest rate swaps designated as cash flow hedges$(5.0)1.8 (9.0)4.2 
Cross currency swaps designated as net investment hedges(1.5)(1.6)(2.9)(3.1)
  Net derivative instrument (gains) losses included in interest expense$(6.5)0.2 (11.9)1.1 

The fair values of these forward and swap contracts are determined using Level 2 valuation techniques and are based on the present value of net future cash payments and receipts. receipts, as well as inputs related to forward interest rates and forward currency rates that are derived principally from, or corroborated by, observable market data, which we have categorized as a Level 2 valuation.


25

Contingent Consideration
In the second quarter of 2020, we acquired cash management operations in Malaysia from U.K.-based G4S and have recorded a payable for contingent consideration. The contingent consideration will be paid when minimumdividend distributions are received by Brink's relating to cash on the balance sheets of the Malaysia subsidiaries as of the acquisition date. We used a probability-weighted approach to estimate the fair value of the contingent consideration. The fair value of the contingent consideration is the full $22 million that remains potentially payable as of June 30, 2023 as we believe it is unlikely that the contingent consideration payments will be reduced.

In the fourth quarter of 2022, we acquired NoteMachine and recognized a payable for contingent consideration, consisting of two components. The first component was a payable based on post-acquisition increases in ATM cash withdrawal interchange fees through June 30, 2023. This payable was written off in the second quarter of 2023 as no increases in the fee occurred through June 30, 2023. The $4.8 million gain is classified as other operating income (expense) in the condensed consolidated statements of operations. The second component is a payable contingent on our post-acquisition collection of ATM tax rate rebates from municipal governments in the U.K. The fair value of this payable was estimated at $10.5 million as of the October 3, 2022 acquisition date. Approximately $9 million of the contingent consideration has been paid through June 30, 2023, and we do not expect any material change to the payable estimated as of the acquisition date.

Other Financial Instruments
Other financial instruments include cash and cash equivalents, accounts receivable, floating rate debt, accounts payable and accrued liabilities. The financial statement carrying amounts of these items approximate the fair value.


There were no transfers in or out of any of the levels of the valuation hierarchy in the first ninesix months of 2017.

2023.



26

Note 89 - Debt

June 30,December 31,
(In millions)20232022
Debt:
Short-term borrowings$127.5 47.2 
Total short-term borrowings$127.5 47.2 
Long-term debt
Bank credit facilities:  
Term loan A(a)
$1,360.5 1,377.4 
Senior unsecured notes(b)
993.2 992.1 
Revolving Credit Facility620.5 646.9 
Other (c)
151.6 147.0 
Financing leases215.3 192.2 
Total long-term debt$3,341.1 3,355.6 
Total debt$3,468.6 3,402.8 
Included in:  
Current liabilities$217.4 129.6 
Noncurrent liabilities3,251.2 3,273.2 
Total debt$3,468.6 3,402.8 

 September 30, December 31,
(In millions)2017 2016
Debt:   
Short-term borrowings   
Uncommitted credit facility$10.3
 108.3
Unsecured term loan facility85.0
 —
Restricted cash borrowings(a)
24.8
 22.3
Other23.9
 32.2
Total short-term borrowings$144.0
 162.8
    
Long-term debt   
Bank credit facilities:   
Revolving Facility$445.7
 55.8
Private Placement Notes (b)
—
 85.6
Term loan (c)
61.7
 65.6
Multi-currency revolving facility4.1
 3.6
Other9.7
 2.8
Capital leases84.8
 67.0
Total long-term debt$606.0
 280.4
    
Total debt$750.0
 443.2
    
Included in:   
Current liabilities$175.6
 195.6
Noncurrent liabilities574.4
 247.6
Total debt$750.0
 443.2
(a)Amounts outstanding are net of unamortized debt costs of $4.5 million as of June 30, 2023 and $5.1 million as of December 31, 2022.

(a)These amounts are for short-term borrowings related to cash borrowed under lending arrangements used in the process of managing customer cash supply chains, which is currently classified as restricted cash and not available for general corporate purposes. See Note 11 for more details.
(b)Amounts outstanding are net of unamortized debt costs of $0.1 million as of December 31, 2016.
(c)Amounts outstanding are net of unamortized debt costs of $0.1 million as of September 30, 2017 and $0.2 million as of December 31, 2016.

(b)Amounts outstanding are net of unamortized debt costs of $6.8 million as of June 30, 2023 and $7.9 million as of December 31, 2022.
Short-Term Borrowings(c)Other facilities include $99.4 million related to the Brink's Capital credit facility at June 30, 2023, compared to $106.8 million at December 31, 2022. The facility had $3,241.8 million in borrowings and $3,249.3 million in repayments in the first six months of 2023, which is reflected in the long-term revolving credit facilities movement in the condensed consolidated statements of cash flows.


UncommittedLong-Term Debt

Senior Secured Credit Facility
In February 2016,June 2022, we entered into a $24 million uncommitted credit facility with an initial expiration date in February 2017. The facility was amended in February 2017, which extended the expiration date to February 2018. Interest on this facility is based on LIBOR plus a margin of 1.00%. As of September 30, 2017, $10 million was outstanding.

Unsecured Term Loan Facility
In August 2017, we entered into a 364-dayour senior unsecured delayed draw term loan facility in an aggregate principal amount of up to $100 million. Interest on this facility is based on LIBOR plus a margin which ranges from 1.000% to 1.875% depending on either our credit rating or leverage ratio as defined within this facility. The margin was 1.375% at September 30, 2017. As of September 30, 2017, $85 million was outstanding.

Long-Term Debt

Revolving Facility
As of September 30, 2017, we had a $525 million unsecured multi-currency revolving banksecured credit facility (the “Revolving“Senior Secured Credit Facility”) that matureswith Bank of America, N.A. as administrative agent. After the amendment, the Senior Secured Credit Facility consisted of a $1 billion revolving credit facility (the "Revolving Credit Facility") and $1.4 billion of term loans (the "Term Loans").

All loans under the Revolving Credit Facility and the Term Loans mature on June 23, 2027. Principal payments for the Term Loans are due quarterly in March 2020. The Revolving Facility’s interest rate isan amount equal to 0.625% of the initial loan amount for the first eight quarterly installment payments and 1.25% for subsequent payments with a final lump sum payment due on June 23, 2027. Interest rates for the Senior Secured Credit Facility are based on LIBORthe Secured Overnight Financing Rate ("SOFR") plus a margin or an alternate base rate plus a margin. The Revolving Credit Facility allows us to borrow fundsmoney or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of SeptemberJune 30, 2017, $792023, $379 million was available under the Revolving Credit Facility. Amounts outstandingThe obligations under the RevolvingSenior Secured Credit Facility asare secured by a first-priority lien on all or substantially all of September 30, 2017, were denominated primarily in U.S. dollarsthe assets of the Company and tocertain of its domestic subsidiaries, including a lesser extent in euros.

first-priority lien on equity interests of certain of the Company’s direct and indirect subsidiaries. The Company and certain of its domestic subsidiaries also guarantee the obligations under the Senior Secured Credit Facility.
The margin on LIBORboth SOFR and alternate base rate borrowings under the RevolvingSenior Secured Credit Facility is based on the Company’s total net debt leverage ratio. The margin on SOFR borrowings, which can range from 1.0%1.25% to 1.70% depending on either our credit rating or leverage ratio as defined within the Revolving Facility,1.75%, was 1.30%1.50% at SeptemberJune 30, 2017.2023. The margin on alternate base rate borrowings, under the Revolving Facility rangeswhich can range from 0.0%0.25% to 0.70%.0.75%, was 0.50% as of June 30, 2023. We also pay an annual facilitycommitment fee on the unused portion of the Revolving Credit Facility based on our credit rating or the Company’s total net leverage ratio. The facilitycommitment fee, which can range from 0.125%0.15% to 0.30% and0.28%, was 0.20% at September0.23% as of June 30, 2017.2023.






Private PlacementSenior Unsecured Notes
In SeptemberJune 2020, we issued at par five-year senior unsecured notes (the "2020 Senior Notes") in the aggregate principal amount of $400 million. The 2020 Senior Notes will mature on July 15, 2025 and bear an annual interest rate of 5.5%. The 2020 Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.

In October 2017, we paid off our private placementissued at par ten-year senior unsecured notes for $86 million, which included $7 million in prepayment penalties.
Term Loan
We entered into a $75 million unsecured term loan in March 2015. Interest on this loan is based on LIBOR plus a margin of 1.75%. Monthly principal payments began April 2015(the "2017 Senior Notes" and continue through to maturity,together with the remaining balance of $34 million due2020 Senior Notes, the "Senior Notes") in March 2022. As of September 30, 2017, the aggregate principal amount outstanding was $62of $600 million.

Multi-currency Revolving The 2017 Senior Notes will mature on October 15, 2027 and Other Facilities
Asbear an annual interest rate of September 30,4.625%. The 2017 we had a $20 millionSenior Notes are general unsecured multi-currency revolving bank credit facility,obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which $11 million was available. As of September 30, 2017, we had funded debt of $4 million and undrawn letters of credit and guarantees of $5 million issuedare also guarantors under the multi-currency revolving bank credit facility, which expiresSenior Secured Credit Facility.

27

The Senior Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in March 2019. Interestthe United States absent registration or an applicable exemption from registration requirements. The notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on this facility is based on LIBOR plus a margin, which rangesthe exception from 1.0%registration set forth in Rule 144A under the Securities Act and outside the United States to 1.7%. We also havenon-U.S. persons pursuant to Regulation S under the abilitySecurities Act.

The aggregate proceeds from the Senior Secured Credit Facility and the 2017 Senior Notes were used in part to borrowrepay certain prior indebtedness and certain fees and expenses related to the closing of certain transactions. Borrowings were used for working capital needs, capital expenditures, acquisitions and other general corporate purposes. The aggregate proceeds from the 2020 Senior Notes were used in part to repay certain existing indebtedness incurred in connection with the G4S acquisition, finance the remaining G4S acquisition transactions and pay certain fees and expenses related to the transactions. Remaining net proceeds from the 2020 Senior Notes were used for working capital needs, capital expenditures, acquisitions and other banks, at the banks' discretion, under short-term uncommitted agreements. Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.general corporate purposes.


Letter of Credit Facilities and Bank Guarantee Facilities
We have a $40 million uncommitted letter of credit facility that expires in May 2018. As of September 30, 2017, $11 million was utilized. We have two unsecuredthree committed letter of credit facilities totaling $94$70 million, of which approximately $39$13 million was available at SeptemberJune 30, 2017.2023. At SeptemberJune 30, 2017,2023, we had undrawn letters of credit and guarantees of $55$57 million issued under these letter of credit facilities. A $40The $15 million facility expires in December 2018 and a $54April 2025, the $32 million facility expires in December 2019. The Revolving FacilityOctober 2025 and the multi-currency revolving$24 million facility expires in May 2027.

We have two uncommitted letter of credit facilities aretotaling $55 million, of which approximately $28 million was available at June 30, 2023. At June 30, 2023, we had undrawn letters of credit and guarantees of $27 million issued under these facilities. The $40 million and the $15 million facilities have no expiration date.

The Senior Secured Credit Facility is also usedavailable for issuance of letters of credit and bank guarantees.


The RevolvingSenior Secured Credit Facility, theSenior Unsecured Notes, the unsecured multi-currency revolving bank credit facility, the uncommitted credit facilities, the letterLetter of credit facilitiesCredit Facilities and the unsecured term loanBank Guarantee Facilities contain certain subsidiary guarantees and various financial and other covenants. The financial covenants, among other things, limit our total indebtedness,ability to provide liens, restrict certain paymentsfundamental changes, limit transactions with affiliates and unrestricted subsidiaries, restrict changes to shareholders, limit priority debt,our fiscal year and to organizational documents, limit asset sales,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, limit the ability to change the nature of our business, provide for a maximum consolidated net leverage ratio and provide for minimum coverage of interest costs. These agreements do not provide for the acceleration of payments should our credit rating be reduced. If we were not to comply with the terms of our various financing agreements, the repayment terms could be accelerated and the commitments could be withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other financing agreements. We were in compliance with all financial covenants at SeptemberJune 30, 2017.2023.


In October 2017,
28

Note 10 - Credit losses

We are exposed to credit losses primarily through sales of our Cash and Valuable Management services and DRS and AMS services to customers with operations in the U.S. as well as customers in more than 100 countries outside the U.S. We typically invoice our customers on a monthly basis and payment terms are generally between 30 and 60 days.

We assess currently expected credit losses in our financial assets on a pool basis by aggregating financial assets with similar risk characteristics. We have pooled financial assets by geographic location because of the similarities within each location such as customers, payment terms, and services offered. Loss experience is monitored for each pool and we entered intodetermine historical loss rates for each pool. These historical loss rates are the main assumption used in estimating expected credit losses over the life of the financial assets. We also considered current and expected economic conditions, particularly the effects of the pandemic, in determining an appropriate allowance.

We monitor the aging of accounts receivables by country and write off any accounts that are deemed uncollectible. We also monitor any significant economic events to identify any current or expected trends and risks within a senior secured credit facility and issued senior notes. See Note 14pool that could impact the collectability of outstanding accounts receivables balances that were not contemplated or relevant during a previous period.

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



Allowance for doubtful accounts:

(In millions)
December 31, 2022$38.3 
Provision for uncollectible accounts receivable9.6 
Write-offs and recoveries(7.8)
Foreign currency exchange effects0.3 
June 30, 2023$40.4 

29



Note 911 - Share-based compensation plans


We have share-based compensation plans to attract and retain employees and nonemployeenon-employee directors and to more closely align their interests with those of our shareholders.


We have grantedoutstanding share-based awards granted to employees under the 2005 Equity Incentive Plan ("2005 Plan"), the 2013 Equity Incentive Plan ("2013 Plan") and the 2017 Equity Incentive Plan (the "2017 Plan)Plan"). These plans permitThe 2017 Plan permits grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2013 Plan and the 2017 Plan also permitpermits cash awards to eligible employees. The 2017 Plan became effective May 2017. During the first quarter ended March 31, 2023, the remaining outstanding awards granted under the 2013 Equity Incentive Plan (the "2013 Plan") were fully exercised. No further grants of awards will be made under the 2013 Plan, although awards under the 2013 Plan and under the 2005 Plan remain outstanding.Plan.


We also have grantedoutstanding deferred stock units granted to directors under the 2017 Plan. Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Director's Equity Plan and the Directors’ Stock Accumulation Plan, which has expired.


Outstanding awards at SeptemberJune 30, 2017,2023 include performance share units, market share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.


Compensation Expense
Compensation expense is measured using the fair-value-based method. ForPrior to 2020, for employee and director awards considered equity grants, compensation expense is recognized from the award or grant date to the earlier of the retirement-eligible date or the vesting date.

In February 2016,2020, the Compensationretirement eligibility provisions for many employee awards were changed on a go-forward basis to require a six month notification period prior to actual retirement. For the 2020 awards, we recognized expense from the grant date to six months after the participant's retirement eligible date. In 2021, the retirement eligibility provisions were changed to require a minimum of a one year service period in order to meet the retirement eligible conditions. For the 2021, 2022, and Benefits Committee2023 awards, we recognize expense from the grant date to the earlier of the Board of Directors modified the terms of performance share units originally awarded or granted in 2013, 2014 and 2015 to reflect the impact of removing our Venezuelan operation's resultsretirement-eligible date (provided it is not less than one year from the Company’s segment results beginninggrant date) or the vesting date.

For awards considered liability awards, compensation cost is based on the change in 2015. For eachthe fair value of the affected performance share units, consolidated resultsinstrument for 2015each reporting period and each subsequent year within the respective performance period was or will be adjusted to reflect our Venezuelan operation's results atpercentage of the amount originally projected in the applicable performance target.No incremental compensation cost associated with the modificationrequisite service that has been recognized as the modified goal was and is expected to be more difficult to achieve and, in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, we continue to recognize expense as calculated using the original performance goal.rendered.


Compensation expenses are classified as selling, general and administrative expenses in the condensed consolidated statements of operations. Compensation expenses for the share-based awards were as follows:
Compensation ExpenseCompensation Expense
Three Months Ended June 30,Six Months Ended June 30,
(in millions)2023202220232022
Performance share units$5.0 10.9 $12.9 15.8 
Restricted stock units2.9 3.5 5.6 5.4 
Deferred stock units and fees paid in stock0.4 0.4 0.7 0.7 
Time-based vesting stock options— 0.1 — 0.2 
Cash based awards0.4 0.7 1.5 1.1 
Share-based payment expense8.7 15.6 20.7 23.2 
Income tax benefit(2.0)(3.5)(4.8)(5.3)
Share-based payment expense, net of tax$6.7 12.1 $15.9 17.9 
30
 Compensation Expense Compensation Expense
 Three Months Ended September 30, Nine Months Ended September 30,
(in millions)2017 2016 2017 2016
        
Performance Share Units$1.9
 0.6
 $6.4
 2.9
Market Share Units0.1
 (0.2) 0.2
 —
Restricted Stock Units1.1
 0.9
 3.5
 2.9
Deferred Stock Units and fees paid in stock0.3
 0.3
 0.8
 0.6
Stock Options0.6
 0.2
 1.6
 0.3
Share-based payment expense4.0
 1.8
 12.5
 6.7
Income tax benefit(1.5) (0.6) (4.6) (2.3)
Share-based payment expense, net of tax$2.5
 1.2
 $7.9
 4.4

Performance-Based Stock Options
In 2018, 2017 and 2016, we granted performance-based stock options that have a service condition as well as a market condition. In addition, some of the awards granted in 2016 containcontained a non-financial performance condition. We measuremeasured the fair value of these performance-based options at the grant date using a Monte Carlo simulation model.


The following table summarizes performance-based stock option activity during the first ninesix months of 2017: 2023:
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2022446.2 $14.70 
Exercised(263.4)12.47 
Outstanding balance as of June 30, 2023182.8 $17.92 
 
Shares
(in thousands)
 Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2016580.9
 $6.01
Granted298.9
 11.97
Forfeited—
 —
Exercised—
 —
Outstanding balance as of September 30, 2017879.8
 $8.04


Time-Based Stock Options

In 2020 and 2019, we granted time-based stock options that contain only a service condition. We measure the fair value of these time-based options at the grant date using a Black-Scholes-Merton option pricing model.

The following table summarizes time-based stock option activity during the first six months of 2023: 
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2022161.6 $21.41 
Expired— — 
Outstanding balance as of June 30, 2023161.6 $21.41 

Restricted Stock Units (“RSUs”)
We granted RSUs that contain only a service condition. We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.


The following table summarizes RSU activity during the first ninesix months of 2017:2023: 
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2022309.3 $67.25 
Granted191.2 65.77 
Forfeited(10.6)65.12 
Vested(124.0)70.07 
Nonvested balance as of June 30, 2023365.9 $65.58 


31
 
Shares
(in thousands)
 Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2016296.5
 $27.84
Granted100.6
 52.85
Forfeited(13.6) 28.91
Vested(97.0) 27.57
Nonvested balance as of September 30, 2017286.5
 $36.66

Performance Share Units ("PSUs”)
Prior to 2016,Historically, we granted PSUs that contained a performance condition, a market condition and a service condition. In 2017 and 2016, wehave granted Internal Metric PSUs ("IM PSUs") and Relative Total Shareholder Return PSUs ("TSR PSUs").


The majority of outstanding IM PSUs contain a performance condition as well as a service condition. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For the IM PSUs granted in 2017,2021, the performance period is from January 1, 20172021 to December 31, 2019.2022 with an additional one year of service requirement after 2022. For IM PSUs granted in 2022, the performance period is from January 1, 2022 to December 31, 2024. For IM PSUs granted in 2023, the performance period is from January 1, 2023 to December 31, 2025. In 2023, we also granted IM PSUs to certain employees which contain a market condition, a performance condition, and a service condition. We measure the fair value of IM PSUs containing a market condition at the grant date using a Monte Carlo simulation model.


Before 2023, we granted TSR PSUs containcontaining a market condition as well as a service condition. We measure the fair value of TSR PSUs containing a market condition at the grant date using a Monte Carlo simulation model. For the TSR PSUs granted in 2017,2021, the performanceservice period is from January 1, 20172021 to December 31, 2019.2023. For the TSR PSUs granted in 2022, the service period is from January 1, 2022 to December 31, 2024.


The following table summarizes all PSU activity during the first ninesix months of 2017:2023:
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2022726.0 $76.66 
Granted234.9 69.07 
Forfeited or expired(a)
(60.9)85.21 
Vested(b)
(171.5)82.75 
Nonvested balance as of June 30, 2023728.5 $72.06 
 
Shares
(in thousands)
 Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2016603.2
 $28.02
Granted217.9
 53.80
Forfeited(15.1) 29.52
Vested(a)
(134.3) 24.39
Nonvested balance as of September 30, 2017671.7
 $37.08

(a)The vested PSUs presented are based on the target amount of the award. In
(a)Although the service condition had been met, 31.4 thousand TSR PSUs granted in 2020 expired in accordance with the terms of the underlying award agreements or plan provisions, the actual shares earned and distributed for the performance period ended December 31, 2016 were 252.0.
Market Share Units ("MSUs”)
Prior to 2016, we granted MSUs that contain a market condition as well asterms of the underlying award agreement. These units had a service condition. We measure theweighted average grant-date fair value of MSUs using a Monte Carlo simulation model.$94.52 per share.

(b)The vested PSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended December 31, 2022 were 208.1 thousand, compared to target shares of 171.5 thousand.
The following table summarizes all MSU activity during the first nine months of 2017: 
 
Shares
(in thousands)
 Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2016141.7
 $27.02
Granted—
 —
Forfeited—
 —
Vested(a)
(67.5) 23.34
Nonvested balance as of September 30, 201774.2
 $30.37
(a)The vested MSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements or plan provisions, the actual shares earned and distributed for the performance period ended December 31, 2016 were 81.8. No additional compensation expense was required to be recognized for the additional shares distributed, as the market condition was included in the $23.34 grant date fair value.



Deferred Stock Units ("DSUs")
We granted DSUs to our independentnon-employee directors. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, and, if applicable, adjusted for a discount for dividends not received or accrued during the vesting period.


Grants of DSUs vest andgranted after 2014 will be paid out in shares of Brink's stock on the first anniversary ofapproximately one year after the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.


The following table summarizes all DSU activity during the first ninesix months of 2017:2023:
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 202219.7 $54.74 
Granted19.2 62.43 
Vested(18.6)54.67 
Nonvested balance as of June 30, 202320.3 $62.09 


32
 
Shares
(in thousands)
 Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 201629.7
 $29.41
Granted12.7
 60.80
Forfeited(3.7) 29.35
Vested(26.0) 29.42
Nonvested balance as of September 30, 201712.7
 $60.80



Note 1012 - Capital Stock

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

Dividends
We paid regular quarterly dividends on our common stock during the last two years. On May 4, 2023, the Board declared a regular quarterly dividend of 22 cents per share payable on June 1, 2023 to shareholders of record on May 15, 2023.The payment of future dividends is at the discretion of the Board of Directors and is dependent on our future earnings, financial condition, shareholder equity levels, cash flow, business requirements and other factors.

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

Share Repurchase Program
On October 27, 2021, we announced that our Board of Directors authorized a $250 million share repurchase program that expires on December 31, 2023 (the "2021 Repurchase Program"). This authorization replaces our previous $250 million repurchase program, authorized by the Board in February 2020 (the "2020 Repurchase Program"), which expired on December 31, 2021, with no amount remaining available.

Under the 2021 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 this program may be made in the open market, in privately negotiated transactions, or otherwise.

During the first six months ended June 30, 2023, we repurchased a total of 272,467 shares of our common stock for an aggregate of $17.5 million and an average price of $64.38 per share. These shares were retired upon repurchase. At June 30, 2023, $180 million remained available under the 2021 Repurchase Program.

Under the 2020 Repurchase Program, we entered into an accelerated share repurchase arrangement ("ASR") in the fourth quarter of 2021 and repurchased 1,742,160 shares in November 2021 in exchange for a $150 million upfront payment to a financial institution. Under this ASR, the purchase period had a scheduled termination date of June 1, 2022. In April 2022, the financial institution elected to early terminate this ASR and an additional 546,993 shares were repurchased. In total, 2,289,153 shares were repurchased under this ASR at an average repurchase price of $65.53.

Shares Used to Calculate Earnings per Share
Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions)2023202220232022
Weighted-average shares:    
Basic(a)
46.7 47.4 46.7 47.6 
Effect of dilutive stock awards and options0.6 0.4 0.7 0.4 
Diluted47.3 47.8 47.4 48.0 
Antidilutive stock awards and options excluded from denominator(b)
0.4 0.4 0.4 0.7 

(a)We have deferred compensation plans for directors and certain of our employees. Some amounts owed to participants are denominated in common stock units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average common stock units credited to employees and directors under the deferred compensation plans. Additionally, nonvested units containing only a service requirement are also included in the computation of basic weighted-average shares when the requisite service period has been completed. Accordingly, included in basic shares are 0.3 million in the three months and 0.3 million in the six months ended June 30, 2023, and 0.3 million in the three months and 0.3 million in six months ended June 30, 2022.
(b)Under the November 2021 ASR, based on our stock prices from November 1, 2021 to March 31, 2022, we would have received additional shares under the ASR if the settlement date had been March 31, 2022. Because the ASR settlement date did not occur until April 2022 and because any anticipated receipt of additional shares of our common stock would have been antidilutive, no amounts were included in the computation of diluted EPS. The antidilutive impact from the first quarter of 2022 continued to have year-to-date antidilutive impact for the remainder of 2022.
33
 Three Months 
 Ended September 30,		 Nine Months 
 Ended September 30,
(In millions)2017 2016 2017 2016
        
Weighted-average shares:       
Basic(a)
50.7
 50.1
 50.7
 49.8
Effect of dilutive stock awards and options1.2
 0.6
 0.9
 0.6
Diluted51.9
 50.7
 51.6
 50.4
        
Antidilutive stock awards and options excluded from denominator—
 —
 0.1
 0.2


(a)We have deferred compensation plans for directors and certain of our employees.  For participants electing to defer compensation into common stock units, amounts owed to participants will be paid out in shares of Brink's common stock.  Each unit represents one share of common stock.  The number of shares used to calculate basic earnings per share includes the weighted-average units credited to employees and directors under the deferred compensation plans.  Accordingly, included in basic shares are 0.3 million in the three months and 0.3 million in the nine months ended September 30, 2017, and 0.5 million in the three months and 0.5 million in the nine months ended September 30, 2016.


Note 1113 - Supplemental cash flow information
Six Months
Ended June 30,
(In millions)20232022
Cash paid for:
Interest$110.0 56.8 
Income taxes, net54.7 70.5 
 Nine Months 
 Ended September 30,
(In millions)2017 2016
Cash paid for:   
Interest$19.8
 15.8
Income taxes, net64.9
 55.3


Argentina Currency Conversions
We have elected in the past and could continue in the future to repatriate cash from Brink's Argentina using different means 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. The net cash flows from these transactions are treated as operating cash flows as the financial instruments are purchased specifically for resale and are generally sold within a short period of time from the date of purchase. We did not have any such conversions in the first six months of 2023 or 2022.

Non-cash Investing and Financing Activities
We acquired $33.4$46.8 million in armored vehicles and other equipment under capitalfinancing lease arrangements in the first ninesix months of 20172023 compared to $18.9$39.6 million in armored vehicles and other equipment acquired under capitalfinancing lease arrangements in the first ninesix months of 2016.2022.


Loans Held for Investment
In France, as part of an ATM managed services contract for a large customer, we purchase the ATMs at the beginning of the contract. However, since these ATMs are specifically for the benefit of the customer and transfer back to the customer at the end of the contract, this is recorded as a financing transaction. As a result, the loan to the customer, net of payments received, is treated as investing cash flows.

Restricted Cash (Cash Supply Chain ServicesServices)
In France, we offer services to certain of our customers where we manage some or all of their cash supply chains. Providing this service requires our French subsidiary to take temporary title to the cash received from the management of our customers' cash supply chains until the cash is returned to the customers. As part of this service offering, we have entered into lending arrangements with some of our customers. Cash borrowed under these lending arrangements is used in the process of managing these customers' cash supply chains. The cash for which we have temporary title and the cash borrowed under these customer lending arrangements is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.


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 accordance with a revolving credit facility, we are required to maintain a restricted cash reserve of $45.7 million ($40.7 million at December 31, 2022) and, due to this contractual restriction, we have classified these amounts as restricted cash.

At SeptemberJune 30, 2017,2023, we held $85.7$433.5 million of restricted cash ($24.8 million represented short-term borrowings, $52.6221.2 million represented restricted cash held for customers and $8.3$165.1 million represented depositaccrued liabilities). At December 31, 2016,2022, we held $55.5$438.5 million of restricted cash ($22.3 million represented short-term borrowings and $33.2229.3 million represented restricted cash held for customers)customers and $156.3 million represented accrued liabilities).



The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.
June 30,December 31,
(In millions)20232022
Cash and cash equivalents$890.1 972.0 
Restricted cash433.5 438.5 
Total, cash, cash equivalents, and restricted cash in the condensed consolidated statements of cash flows$1,323.6 1,410.5 


34

Note 1214 - Contingent matters


DuringIn August 2020, the Company received a subpoena issued in connection with an investigation being conducted by the U.S. Department of Justice (the “DOJ”). The Company is fully cooperating with the investigation and has responded to requests from the DOJ for documents and other information, primarily related to cross-border shipments of cash and things of value and anti-money laundering compliance. Given that the investigation is still ongoing and that no civil or criminal claims have been brought to date, the Company cannot predict the outcome of the investigation, the timing of the ultimate resolution of the matter, or reasonably estimate the possible range of loss, if any, that may result from this matter. Accordingly, no accruals have been made with respect to this matter.

At the end of the fourth quarter of 2015,2018, we became aware of an investigation initiated by COFECEthe Chilean Fiscalía Nacional Económica (the MexicanChilean antitrust agency) (“FNE”) related to potential anti-competitive practices among competitors in the cash logistics industry in Mexico (the industry in which Brink’s Mexican subsidiary, SERPAPROSA, is active). Because no legal proceedings have been initiated against SERPAPROSA, we cannot estimateChile. In October 2021, the probability of loss or any range of estimate of possible loss at this time. It is possible that SERPAPROSA could become the subject of legal or administrative claims or proceedings, however, that could result in a loss that could be material to the Company’s results in a future period.

On March 21, 2016, The Bruce McDonald Holding Company, et al.,FNE filed a lawsuitcomplaint before the Chilean antitrust court alleging that Brink’s Chile (as well as competitor companies) engaged in Circuit Courtcollusion in 2017 and 2018 and requested that the court approve a fine of Logan County, West Virginia against Addington, Inc. (“Addington”) and The Brink’s Company related to an Agreement of Lease dated September 19, 1978, between the Plaintiffs and Addington. The Plaintiffs seek declaratory judgment and unspecified damages related to allegations that Addington failed to mine coal on the property leased from the Plaintiffs and failed to pay correct minimum royalties to the Plaintiffs.$30.5 million. The Company filed a counterclaimits response to the complaint in November 2022, which signaled the beginning of the evidentiary phase. The Company intends to vigorously defend itself against the Plaintiffs relatedFNE's complaint. Based on available information to date, the Plaintiffs’ failure to consent to the assignment and subleasing the leasehold to others. In August 2017, the Circuit CourtCompany recorded a charge of Logan County granted certain of our motions for summary judgment and denied the Plaintiff's motions for summary judgment, which substantially resolved all matters$9.5 million in the Company's favor.third quarter of 2021 in connection with this matter. In 2022, we recognized an additional $1.4 million adjustment and, in the first six months of 2023, we recognized an additional $0.4 million adjustment to our estimated loss. The Plaintiff filedadjustments resulted from a notice of appeal on September 22, 2017.change in currency rates.


In addition, we are involved in various other lawsuits and claims in the ordinary course of business. We are not able to estimate the loss or range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. Except as otherwise noted, we do not believe that it is reasonably possible the ultimate disposition of any of the lawsuits currently pending against the Company could have a material adverse effect on our liquidity, financial position or results of operations.





Note 1315 - Reorganization and Restructuring


2016 Reorganization and2022 Global Restructuring Plan
In the fourthfirst quarter of 2016,2023, management implementedcompleted the review and approval of remaining actions included in the previously announced restructuring actionsplan across our global business operationsoperations. The actions were taken to enable growth, reduce costs and our corporate functions. As a resultrelated infrastructure, and to mitigate the potential impact of these actions,external economic conditions. In total, we have recognized $18.1$32.3 million in related 2016 costs. We recognized an additional $13.5charges under the program, including $10.1 million in the first ninesix months of 2017 under this restructuring for additional costs related to severance, a benefit program termination, asset-related adjustments and lease terminations. Severance actions are expected to reduce our global workforce by 800 to 900 positions.2023. We expect thattotal expenses from the 2016 restructuring will result in $8program to $12be between $42 million in 2017 cost savings. We expect to incur additional costs between $10 and $14 million in future periods, primarily severance costs.$48 million.


The following table summarizes the changes in the accrued liability for costs incurred, payments and utilization, and foreign currency exchange effects of the 2016 Reorganization and Restructuring:2022 Global Restructuring Plan:

(In millions)Asset Related Adjustments Severance Costs Lease Terminations Benefit Program Termination Total(In millions)Severance CostsOtherTotal
         
Balance as of January 1, 2017$—
 7.0
 0.6
 —
 7.6
Expense (benefit)3.4
 7.5
 0.4
 2.2
 13.5
Balance as of January 1, 2023Balance as of January 1, 2023$11.5 — 11.5 
ExpenseExpense8.5 1.6 10.1 
Payments and utilization(3.4) (11.9) (0.4) (2.2) (17.9)Payments and utilization(11.9)(1.6)(13.5)
Foreign currency exchange effects—
 0.2
 —
 —
 0.2
Foreign currency exchange effects0.4 — 0.4 
Balance as of September 30, 2017$—
 2.8
 0.6
 —
 3.4
Balance as of June 30, 2023Balance as of June 30, 2023$8.5 — 8.5 

Executive Leadership and Board of Directors Restructuring
In the fourth quarter of 2015, we recognized $1.8 million in costs related to the restructuring of executive leadership and the Board of Directors, which was announced in January 2016. We also recognized an additional $4.3 million in charges, primarily severance costs, in the first nine months of 2016.

2015 Reorganization and Restructuring
Brink's initiated a global restructuring of its business in the third quarter of 2015. We recognized $11.6 million in related 2015 costs related to employee severance, contract terminations, and property impairment. We recognized an additional $5.3 million in the first nine months of 2016 related to this restructuring for additional severance costs, contract terminations and lease terminations. The 2015 Reorganization and Restructuring reduced the global workforce by approximately 1,100 positions and resulted in approximately $20 million in 2016 savings. The actions under this program were substantially completed by the end of 2016, with cumulative pretax charges of approximately $18 million.


Other Restructurings
Management continuouslyperiodically implements restructuring actions in targeted sections of our business. As a result of these actions, we recognized related severancenet costs of $0.8 million in the third quarter of 2017 and $1.9$14.4 million in the first ninesix months of 2017. These restructuring actions are expected to reduce our workforce by 200 to 300 positions and result in $3 to $4 million in annualized cost savings. We expect to incur additional costs between $1 and $2 million in future periods,2022, primarily severance costs. These estimates will be updated as management targets additional sectionsWe recognized $4.1 million in net costs in the first six months of our business.


Note 14 - Subsequent Events

New Credit Facilities

Senior Secured Credit Facility
In October 2017, we entered into a new senior secured credit facility (the “Senior Secured Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, consisting2023, primarily severance costs. The majority of the costs in both the 2023 and 2022 periods resulted from the exit of a $1 billion revolving credit facility andline of business in a $500 million term loan facility.

Loans under the Senior Secured Credit Facility mature five years after the closing date (October 17, 2022) and interest rates float based on the Company's consolidated net leverage levels. The obligations under the Senior Secured Credit Facility are secured by a first-priority lien on all or substantially allspecific geography with most of the assets ofremaining costs due to management initiatives to address the Company and certain of its domestic subsidiaries, including a first-priority lien on equity interests of certain of the Company’s direct and indirect subsidiaries. The Company and certain of its domestic subsidiaries also guarantee the obligations under the Senior Secured Credit Facility.COVID-19 pandemic.

35
Senior Notes
In October 2017, we issued at par ten-year senior unsecured notes (the "Senior Notes") in the aggregate principal amount of $600 million. The Senior Notes will mature on October 15, 2027, bearing an annual interest rate of 4.625%. The Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.


The Senior Notes have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The aggregate proceeds from the Senior Secured Credit Facility and the Senior Notes were used in part to repay the existing Revolving Facility, the existing term loan, certain other existing indebtedness and certain fees and expenses related to the closing of the transactions. Remaining net proceeds are expected to be used for working capital needs, capital expenditures, acquisitions and other general corporate purposes.






THE BRINK’S COMPANY
and subsidiaries


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The Brink’s Company offers transportation and logistics management services for(along with its subsidiaries, “Brink’s”, the “Company”, “we”, “us” or “our”) is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services throughout the world. These services include:
Cash-in-Transit (“CIT”
Cash and Valuables Management
•Cash-in-transit ("CIT") Servicesservices – armored vehicle transportation of valuablescash and coin
•Basic ATM Servicesservices – replenishing funds and maintainingproviding basic maintenance services to our customers’ automated teller machines; providing network infrastructure servicesmachines
•Brink's Global Services ("BGS") – secure international transportation, pick-up, packaging, customs clearance, secure vault storage, and inventory management of valuableshigh-value commodities
•Cash Management Servicesmanagement services – counting, sorting, wrapping, check imaging, cashier balancing, counterfeit detection, account consolidation and electronic reporting
◦Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services
◦
Safe and safe control device installation and servicing (including our patented CompuSafe® service)
◦Check and cash processing services for banking customers (“Virtual Vault Services”)
◦Check imaging services for banking customers
Payment•Vaulting services – combines cash-in-transit services, cash management, vaulting and electronic reporting technologies for banks
•Other Services – billguarding, commercial security, and payment services

Digital Retail Solutions ("DRS"), and processingATM Managed Services ("AMS")
•DRS – services on behalf of utility companiesthat facilitate faster access to cash deposits leveraging Brink’s tech-enabled devices and other billers at any of our Brink’s or Brink’s-operated  payment locations in Latin Americasoftware platforms that enable enhanced customer analytics and Brink’s Money™ general purpose reloadable prepaid cards and payroll cards in the U.S.visibility
Commercial Security Systems•AMS – designcomprehensive solutions for ATM management, including cash forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, and installation of security systems in designated markets in Europeservices
Guarding Services – protection of airports, offices, and certain other locations in Europe and Brazil with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel


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 an operating profit or loss measure, excluding income and expenses not allocated to segments.


During the first quarter of 2017, we implemented changes to our organizational and management structure that resulted in changes to our operating segments for financial reporting purposes. Through the fiscal year ended December 31, 2016,We manage our business was reported in nine operatingthe following four segments:
•North America – operations in the U.S., France, Mexico, Brazil, and Canada, including the Brink’s Global Services ("BGS") line of business,
•Latin America EMEA, Asia and Payment Services. Changes– operations in our management reporting structure during the first quarter of 2017 required us to conduct an assessment in accordance with ASC Topic 280, Segment Reporting, to determine our operating segments.

As a result of this assessment,Latin American countries where we have an ownership interest, including the following operating segments:BGS line of business,
North America•Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and
South America
•Rest of World.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.


Prior period information has been revised to reflect our new segment structure.









36

RESULTS OF OPERATIONS


Consolidated Review


GAAP and Non-GAAP Financial Measures
We provide an analysis of our operations below on both a U.S. generally accepted accounting principles (“GAAP”) and non-GAAP basis. The purpose of the non-GAAP information is to report our operating profit, income from continuing operations and earnings per share without certain income and expense items that do not reflect the ordinaryregular earnings of our operations. The non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measuresthey allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance.performance. The non-GAAP adjustments used to reconcile our GAAP results are described on pages 36–3744–45 and are reconciled to comparable GAAP measures on pages 41–43.50–52.


Definition of Organic Growth
Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of acquisitions and dispositions and changes in currency exchange rates (as describedrates. See definitions on page 34)40.

Three Months
Ended June 30,		%Six Months
Ended June 30,		%
(In millions, except for per share amounts)20232022Change20232022Change
GAAP   
Revenues1,216.2 1,133.9 7 2,401.6 2,207.9 9 
Cost of revenues943.8 867.5 9 1,864.1 1,707.2 9 
Selling, general and administrative expenses170.6 167.5 2 347.6 339.1 3 
Operating profit105.6 96.5 9 185.4 158.9 17 
Income from continuing operations(a)
32.2 35.2 (9)46.5 106.6 (56)
Diluted EPS from continuing operations(a)
0.68 0.73 (7)0.98 2.22 (56)
Non-GAAP(b)
Non-GAAP revenues1,216.2 1,133.9 7 2,401.6 2,207.9 9 
Non-GAAP operating profit131.8 124.0 6 259.2 236.1 10 
Non-GAAP income from continuing operations(a)
55.9 63.9 (13)111.7 121.3 (8)
Non-GAAP diluted EPS from continuing operations(a)
1.18 1.34 (12)2.36 2.53 (7)
(a)Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.
(b)Non-GAAP results are reconciled to the accounting effects of reporting Venezuela under highly inflationary accounting.applicable GAAP results on pages 50–52.

 Three Months 
 Ended September 30,		 % Nine Months 
 Ended September 30,		 %
(In millions, except for per share amounts)2017 2016 Change 2017 2016 Change
GAAP           
Revenues$849.5
 755.8
 12
 2,443.8
 2,217.1
 10
Cost of revenues666.4
 594.4
 12
 1,905.6
 1,779.4
 7
Selling, general and administrative expenses116.6
 102.2
 14
 346.5
 315.9
 10
Operating profit66.4
 59.7
 11
 185.6
 115.4
 61
Income (loss) from continuing operations(a)
19.9
 24.5
 (19) 68.9
 21.7
 fav
Diluted EPS from continuing operations(a)
$0.38
 0.48
 (21) 1.33
 0.43
 fav
            
Non-GAAP(b)
           
Non-GAAP revenues$828.7
 734.9
 13
 2,328.6
 2,140.3
 9
Non-GAAP operating profit76.4
 63.0
 21
 190.7
 136.7
 40
Non-GAAP income from continuing operations(a)
42.9
 34.3
 25
 106.1
 70.6
 50
Non-GAAP diluted EPS from continuing operations(a)
$0.83
 0.68
 22
 2.06
 1.40
 47


(a)Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.
(b)Non-GAAP results are reconciled to the applicable GAAP results on pages 41–43.


GAAP Basis
Analysis of Consolidated Results: ThirdSecond Quarter 20172023 versus ThirdSecond Quarter 20162022
Consolidated RevenuesRevenues increased $93.7$82.3 million asdue to organic growthincreases in VenezuelaLatin America ($76.763.9 million), South AmericaEurope ($28.517.2 million), North America ($10.6 million) and Rest of World ($6.18.0 million), and the favorable impact of acquisitions and dispositions ($36.236.5 million) was, partially offset by the unfavorable impact of currency exchange rates ($39.8 million) and an organic decrease in North America ($3.5 million). The unfavorable currency impact was driven primarily by the Argentine peso. Revenues increased 8% on an organic basis primarily due to inflation-based price increases and growth in the DRS and AMS lines of business. See above for our definition of “organic growth.”

Consolidated Costs andExpensesCost of revenues increased 9% to $943.8 million primarily due to higher labor and other operational costs driven by cost inflation, the impact of acquisitions, and the impact of a large loss event in our BGS line of business, partially offset by the impact of currency exchange rates and lower costs related to restructuring actions. Selling, general and administrative costs increased 2% to $170.6 million primarily due to organic increases in labor and other administrative costs and due to the impact of acquisitions, partially offset by the impact of currency exchange rates.

Consolidated Operating Profit  Operating profit increased $9.1 million due mainly to:
•organic increases in Latin America ($16.0 million), North America ($3.2 million), Rest of World ($2.8 million), and Europe ($0.6 million),
•the favorable operating impact of business acquisitions ($6.5 million), excluding intangible amortization and acquisition-related charges,
•lower costs related to business acquisitions and dispositions ($0.3 million), including the impact of acquisition-related charges and intangible asset amortization in 2023, and
•lower costs incurred related to reorganization and restructuring ($2.7 million),
partially offset by:
•unfavorable changes in currency exchange rates ($64.416.2 million). A significant portion of, driven by the reduction in revenues from currency exchange rates relates to the strengthening of the U.S. dollar against the Venezuela bolivar ($76.3 million).  Revenues increased 16%Argentine peso and
37

•higher corporate expenses on an organic basis due mainly to higher average selling prices in Venezuela and Argentina (including the effects of inflation) and organic revenue growth in Brazil and Mexico($6.9 million) due to volume growth and price increases. See above fora $12.4 million increase in security losses year-over-year, primarily from a large loss event in our definitionBGS line of “organic.”business.


Consolidated Costs andExpensesCost of revenues increased 12% to $666.4 million due to inflation-based increases on labor and other operational costs. Selling, general and administrative costs increased 14% to $116.6 million due primarily to higher incentive-based compensation, partially offset by changes in currency exchange rates.

Consolidated Operating Profit Operating profit increased $6.7 million due mainly to:
organic increases in Venezuela ($25.5 million), South America ($8.8 million), and North America ($6.8 million) and
the favorable impact of acquisitions and dispositions ($5.8 million),
partially offset by:
unfavorable changes in currency exchange rates ($27.5 million), including the effects of Venezuela devaluations,
higher corporate expenses ($8.2 million on an organic basis) due to higher incentive-based compensation and
organic decreases in Rest of World ($0.6 million).

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share AmountsIncome from continuing operations attributable to Brink’s shareholders in 2017 decreased $4.6$3.0 million to $19.9$32.2 million primarily due to higher interest and other


expense ($12.018.7 million), partially offset by the increase in operating profit increase mentioned above, and lower income tax expense ($3.15.9 million), and higher interest and other non-operating income ($0.7 million). Earnings per share from continuing operations was $0.38,$0.68, down from $0.48$0.73 in 2016.the second quarter of 2022.


Analysis of Consolidated Results: Nine Months 2017First Half 2023 versus Nine Months 2016First Half 2022
Consolidated RevenuesRevenues increased $226.7$193.7 million asdue to organic growthincreases in VenezuelaLatin America ($285.1120.0 million), South AmericaEurope ($81.642.0 million), North America ($40.830.3 million) and, Rest of World ($16.028.6 million), and the favorable impact of acquisitions and dispositions ($31.772.5 million) was, partially offset by the unfavorable impact of currency exchange rates ($99.7 million). The unfavorable currency impact was driven primarily by the Argentine peso. Revenues increased 10% on an organic basis primarily due to inflation-based price increases and growth in the DRS and AMS lines of business. See above for our definition of “organic growth.”

Consolidated Costs andExpensesCost of revenues increased 9% to $1,864.1 million primarily due to higher labor and other operational costs, driven by cost inflation, the impact of acquisitions, and the impact of a large loss event in our BGS line of business in the second quarter, partially offset by the impact of currency exchange rates and lower costs related to restructuring actions. Selling, general and administrative costs increased 3% to $347.6 million primarily due to organic increases in labor and other administrative costs and the impact of acquisitions, partially offset by the first half 2022 unfavorable impact of a change in allowance estimate ($16.3 million) due to a modification in our methodology to estimate the allowance for doubtful accounts and the impact of currency exchange rates.

Consolidated Operating Profit  Operating profit increased $26.5 million due mainly to:
•organic increases in Latin America ($31.5 million), North America ($17.1 million), Rest of World ($8.8 million), and Europe ($6.4 million),
•lower costs related to the impact of a change in allowance estimate ($16.3 million) recorded in the first half 2022 due to a modification in our methodology to estimate the allowance for doubtful accounts, and
•favorable operating impact of business acquisitions ($9.5 million), excluding intangible amortization and acquisition-related charges,
partially offset by:
•unfavorable changes in currency exchange rates ($228.532.5 million). A significant portion of, driven by the reduction in revenues from currency exchange rates relates to the strengthening of the U.S. dollar against the Venezuela bolivar ($243.9 million).  Revenues increased 19%Argentine peso,
•higher corporate expenses on an organic basis due mainly to higher average selling prices($23.8 million), including a large loss event in Venezuela and Argentina (including the effectsour BGS line of inflation) and organic revenue growth in Brazil, Mexico, and the U.S. Organic growth in Brazil and Mexico was due to volume growth and price increases, while organic growthbusiness in the U.S. was primarily duesecond quarter, and
•higher costs related to onsite cash recycler services and increased Global Services volume. See page 31 for our definition of “organic.”

Consolidated Costs andExpensesCost of revenues increased 7% to $1,905.6 million due to inflation-based increases on labor and other operational costs, as well as higher equipment costs from recycler sales. Selling, general and administrative costs increased 10% to $346.5 million due primarily to higher incentive-based compensation, partially offset by changes in currency exchange rates.

Consolidated Operating Profit Operating profit increased $70.2 million due mainly to:
organic increases in Venezuela ($96.1 million), South America ($38.7 million), North America ($26.6 million), and Rest of World ($3.0 million) and
the favorable impact ofbusiness acquisitions and dispositions ($17.7 million),
partially offset by:
unfavorable changes in currency exchange rates ($93.67.0 million), including the effectsimpact of Venezuela devaluationsacquisition-related charges and intangible asset amortization, included in "Other items not allocated to segments".
higher corporate expenses ($18.4 million on an organic basis) due to higher incentive-based compensation.

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share AmountsIncome from continuing operations attributable to Brink’s shareholders in 2017 increased $47.2decreased $60.1 million to $68.9$46.5 million primarily due to higher income tax expense ($55.5 million), higher interest expense ($37.4 million), and higher non-controlling interest ($0.4 million), partially offset by the increase in operating profit increase mentioned above partially offset byand higher interest and other expensenon-operating income ($15.56.7 million). Earnings per share from continuing operations was $1.33, up$0.98, down from $0.43$2.22 in 2016.

the first six months of 2022.



Non-GAAP Basis
Analysis of Consolidated Results: ThirdSecond Quarter 20172023 versus ThirdSecond Quarter 20162022
Non-GAAP Consolidated Revenues There is no difference between GAAP and Non-GAAP revenuesrevenue amounts for the periods presented. See page 37 for details.

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased $93.8$7.8 million primarily due to mainly to:
•organic growthincreases in SouthLatin America ($28.516.0 million), North America ($10.63.2 million) and, Rest of World ($6.12.8 million) as well as , and Europe ($0.6 million), and
•the favorable operating impact of business acquisitions ($6.5 million), excluding intangible amortization and dispositions ($36.7 million) and currency exchange rates ($11.9 million). The favorable currency impact was driven by the euro and Mexican peso, which was partially offset by the unfavorable impact of the Argentine peso. Non-GAAP revenues increased 6% on an organic basis due mainly to higher average selling prices in Argentina (including the effects of inflation) and organic revenue growth in Brazil and Mexico due to volume growth and price increases. See page 31 for our definition of “organic.”

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased $13.4 million due mainly to:
organic increases in South America ($8.8 million) and North America ($6.8 million) and
the favorable impact of acquisitions and dispositions ($7.1 million),acquisition-related charges,
partially offset by:
higher corporate expenses ($8.2 million on an organic basis) due to higher incentive-based compensation,
organic decreases in Rest of World ($0.6 million) and
•unfavorable changes in currency exchange rates ($0.514.4 million)., driven primarily by the Argentine peso and

•higher corporate expenses on an organic basis ($6.9 million) due to a $12.4 million increase in security losses year-over-year, primarily from a large loss event in our BGS line of business.

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share AmountsNon-GAAP income from continuing operations attributable to Brink’s shareholders in 2017 increased $8.6decreased $8.0 million to $42.9$55.9 million primarily due to higher interest expense ($18.7 million) and lower interest and other non-operating income ($1.3 million), partially offset by the non-GAAP operating profit increase mentioned above, partially offset by the corresponding higher non-GAAPlower income tax expense ($3.14.0 million), and lower non-controlling interest ($0.2 million). Non-GAAP earningsEarnings per share from continuing operations was $0.83, up$1.18, down from $0.68$1.34 in 2016.the second quarter of 2022.


38

Analysis of Consolidated Results: Nine Months 2017First Half 2023 versus Nine Months 2016First Half 2022
Non-GAAP Consolidated Revenues There is no difference between GAAP and Non-GAAP revenuesrevenue amounts for the periods presented. See page 38 for details.

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased $188.3$23.1 million primarily due to mainly to:
•organic growthincreases in SouthLatin America ($81.631.5 million), North America ($40.817.1 million), and Rest of World ($16.0 million), as well as the favorable impact of acquisitions and dispositions ($34.5 million) and currency exchange rates ($15.4 million). The favorable currency impact was driven by the Brazilian real, which was partially offset by the unfavorable impact of the Argentine peso and Mexican peso. Non-GAAP revenues increased 6% on an organic basis due mainly to higher average selling prices in Argentina (including the effects of inflation) and organic revenue growth in Brazil, Mexico, and the U.S. Organic growth in Brazil and Mexico was due to volume growth and price increases, while organic growth in the U.S. was primarily due to onsite cash recycler services and increased Global Services volume. See page 31 for our definition of “organic.”

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased $54.0 million due mainly to:
organic increases in South America ($38.7 million), North America ($26.68.8 million), and Rest of WorldEurope ($3.06.4 million), and
•the favorable operating impact of business acquisitions ($9.5 million), excluding intangible amortization and dispositions ($9.3 million),acquisition-related charges,
partially offset by:
higher corporate expenses ($18.4 million on an organic basis) due to higher incentive-based compensation and
•unfavorable changes in currency exchange rates ($5.226.4 million)., driven primarily by the Argentine peso, and

•higher corporate expenses on an organic basis ($23.8 million), including a large loss event in our BGS line of business in the second quarter.

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share AmountsNon-GAAP income from continuing operations attributable to Brink’s shareholders in 2017 increased $35.5decreased $9.6 million to $106.1$111.7 million primarily due to higher interest expense ($37.6 million) and higher non-controlling interest ($0.2 million), partially offset by the non-GAAP operating profit increase mentioned above, partially offset by the corresponding higher non-GAAPlower income tax expense ($16.14.8 million), and higher interest and other non-operating income ($0.3 million). Non-GAAP earningsEarnings per share from continuing operations was $2.06, up$2.36, down from $1.40$2.53 in 2016.

the first six months of 2022.

39

Revenues and Operating Profit by Segment: ThirdSecond Quarter 20172023 versus ThirdSecond Quarter 20162022
  Organic Acquisitions /     % Change OrganicAcquisitions / % Change
(In millions)3Q'16 Change 
Dispositions(a)
 
Currency(b)
 3Q'17 Total Organic (In millions)2Q'22Change
Dispositions(a)
Currency(b)
2Q'23TotalOrganic
Revenues:             Revenues:       
North America$297.0
 10.6
 3.0
 5.9
 316.5
 7
 4
North America$401.6 (3.5)0.9 (1.6)397.4 (1)(1)
South America186.7
 28.5
 36.5
 (4.3) 247.4
 33
 15
Latin AmericaLatin America306.3 63.9 0.7 (37.0)333.9 9 21 
EuropeEurope226.7 17.2 36.5 5.5 285.9 26 8 
Rest of World251.2
 6.1
 (2.8) 10.3
 264.8
 5
 2
Rest of World199.3 8.0 (1.6)(6.7)199.0 — 4 
Segment revenues - GAAP and non-GAAP734.9
 45.2
 36.7
 11.9
 828.7
 13
 6
Segment revenues(c)
Segment revenues(c)
1,133.9 85.6 36.5 (39.8)1,216.2 7 8 
             
Other items not allocated to segments(d)
20.9
 76.7
 (0.5) (76.3) 20.8
 —
 fav
Revenues - GAAP$755.8
 121.9
 36.2
 (64.4) 849.5
 12
 16
Revenues - GAAP$1,133.9 85.6 36.5 (39.8)1,216.2 7 8 
             
Operating profit:             Operating profit:
North America$8.9
 6.8
 0.5
 0.7
 16.9
 90
 76
North America$34.1 3.2 0.2 — 37.5 10 9 
South America35.0
 8.8
 6.7
 (2.8) 47.7
 36
 25
Latin AmericaLatin America64.7 16.0 0.2 (15.0)65.9 2 25 
EuropeEurope22.4 0.6 5.8 0.5 29.3 31 3 
Rest of World33.0
 (0.6) (0.1) 1.0
 33.3
 1
 (2)Rest of World39.5 2.8 0.3 (1.3)41.3 5 7 
Segment operating profit76.9
 15.0
 7.1
 (1.1) 97.9
 27
 20
Segment operating profit160.7 22.6 6.5 (15.8)174.0 8 14 
Corporate(c)
(13.9) (8.2) —
 0.6
 (21.5) 55
 59
Corporate(d)
Corporate(d)
(36.7)(6.9)— 1.4 (42.2)15 19 
Operating profit - non-GAAP63.0
 6.8
 7.1
 (0.5) 76.4
 21
 11
Operating profit - non-GAAP124.0 15.7 6.5 (14.4)131.8 6 13 
             
Other items not allocated to segments(d)
(3.3) 21.6
 (1.3) (27.0) (10.0) unfav
 fav
Operating profit (loss) - GAAP$59.7
 28.4
 5.8
 (27.5) 66.4
 11
 48
Other items not allocated to segments(e)
Other items not allocated to segments(e)
(27.5)2.8 0.3 (1.8)(26.2)(5)(10)
Operating profit - GAAPOperating profit - GAAP$96.5 18.5 6.8 (16.2)105.6 9 19 
Amounts may not add due to rounding.

(a)Includes operating results and gains/losses on acquisitions and dispositions of assets and of businesses.
(b)The amounts in the “Currency” column consist of the effects of Venezuela devaluations and the sum of monthly currency changes. Monthly currency changes represent the accumulation throughout the year of the impact on current period results of changes in foreign currency rates from the prior year period.
(c)Corporate expenses are not allocated to segment results. Corporate expenses include salaries and other costs to manage the global business and to perform activities required by public companies.
(d)See pages 36–37 for more information.



(a)Non-GAAP amounts include the impact of prior year comparable period results for acquired and disposed businesses. GAAP results also include the impact of acquisition-related intangible amortization, restructuring and other charges, and disposition-related gains/losses.
(b)The amounts in the “Currency” column consist of the effects of Argentina devaluations under highly inflationary accounting and the sum of monthly currency changes. Monthly currency changes represent the accumulation throughout the year of the impact on current period results of changes in foreign currency rates from the prior year period.
(c)Segment revenues equal our total reported non-GAAP revenues.
(d)Corporate expenses are not allocated to segment results. Corporate expenses include salaries and other costs to manage the global business and to perform activities required by public companies.
(e)See pages 44–45 for more information


Analysis of Segment Results: ThirdSecond Quarter 20172023 versus ThirdSecond Quarter 20162022


North America
Revenues decreased 1% ($4.2 million) primarily due to a 1% organic decrease ($3.5 million) and the unfavorable impact of currency exchange rates ($1.6 million) from the Canadian dollar, partially offset by the favorable impact of acquisitions ($0.9 million). Organic revenue decreased primarily due to the impact of revenue from sales-type leases recognized in the prior-year period which did not recur, and volume reduction due to the rationalization of our customer portfolio to optimize profitability, mostly offset by price increases in the U.S. Operating profit increased 7%$3.4 million, primarily due to a 9% organic increase ($19.5 million), driven by organic growth of 4% ($10.63.2 million) and the favorable impact of acquisitions ($3.00.2 million) and currency exchange rates ($5.9 million). The organic increase resulted primarily from price outpacing the Mexican peso. Organic growth was driven by Mexico, mainly dueimpact of labor and other cost increases, and the impact of cost savings related to price and volume growth. Operating profitrestructuring primarily in the U.S.

Latin America
Revenues increased $8.0 million9% ($27.6 million) primarily due to a 21% organic growth in Mexico from productivity improvementincrease ($63.9 million) and price increases.

South America
Revenues increased 33% ($60.7 million) primarily due to the favorable impact of acquisitions ($36.50.7 million) and 15% organic growth ($28.5 million) driven by inflation-based price increases in Argentina and increased price and volume growth in Brazil,, partially offset by the unfavorable impact of currency exchange rates ($4.337.0 million)., primarily from the Argentine peso partially offset by favorable impact from the Mexican peso. The organic increase was primarily driven by inflation-based price increases across the segment. Operating profit increased 36%was up 2% ($12.71.2 million) driven byprimarily due to a 25% organic growth in Argentinaincrease ($16.0 million) and the favorable impact of acquisitions ($6.70.2 million), partiallymostly offset by the unfavorable impact of currency exchange rates ($2.815.0 million). Operating profit in BrazilThe organic increase was up slightly despitedriven by higher revenue which outpaced the impact of a favorable social tax credit that occurred inlabor and other cost increases as well as the third quarterbenefit of 2016labor and a negative ruling from a 1994 Brazilian tax case that occurred inother operational cost saving actions throughout the third quarter of 2017. The unfavorable currency impact on revenue and operating profit was driven by the Argentine peso.segment.


Rest of WorldEurope
Revenues increased 5%26% ($13.659.2 million) due to the favorable impact of the NoteMachine acquisition ($36.5 million), an 8% organic increase ($17.2 million), and the favorable impact of currency exchange rates ($10.35.5 million) driven by the euro. The organic increase was primarily due to price increases throughout the segment and the impact of the full implementation of an ATM managed services contract for a large customer in France. Operating profit increased $6.9 million, primarily due to the NoteMachine acquisition ($5.8 million), a 3% organic increase ($0.6 million), and the favorable impact of currency exchange rates ($0.5 million). The organic increase was primarily fromdriven by higher revenue outpacing the euro,impact of labor and 2%other cost increases across the segment.

40

Rest of World
Revenues decreased ($0.3 million) due to the unfavorable impact of currency exchange rates ($6.7 million) and dispositions ($1.6 million), partially offset by a 4% organic growth,increase ($8.0 million). The unfavorable currency impact was driven by most currencies
throughout the segment.The organic increase was primarily due to DRS growth. Operating profit increased $1.8 million due to a 7% organic increase ($2.8 million) and the favorable impact of dispositions ($0.3 million), partially offset by the unfavorable impact of dispositionscurrency exchange rates ($2.81.3 million). The organic growthincrease was driven by Greece and Asia, partially offset by an organic decrease in Franceprimarily due to pricing pressure. Operating profit increased 1% ($0.3 million) due primarily to a favorable currencythe impact ($1.0 million), partially offset by an organic decrease ($0.6 million). The organic decrease was driven by a decline in France due to pricing pressure, partially offset by organic growth in Asia.

of labor and other operational cost saving actions throughout the segment and DRS revenue growth.

41

Revenues and Operating Profit by Segment: Nine Months 2017First Half 2023 versus Nine Months 2016First Half 2022
  Organic Acquisitions /     % Change OrganicAcquisitions / % Change
(In millions)YTD '16 Change 
Dispositions(a)
 
Currency(b)
 YTD '17 Total Organic (In millions)YTD '22Change
Dispositions(a)
Currency(b)
YTD '23TotalOrganic
Revenues:             Revenues:       
North America$890.5
 40.8
 6.4
 (5.6) 932.1
 5
 5North America$770.4 30.3 2.2 (3.6)799.3 4 4 
South America513.8
 81.6
 40.1
 18.7
 654.2
 27
 16
Latin AmericaLatin America597.6 120.0 1.5 (69.7)649.4 9 20 
EuropeEurope448.8 42.0 72.1 (8.3)554.6 24 9 
Rest of World736.0
 16.0
 (12.0) 2.3
 742.3
 1
 2Rest of World391.1 28.6 (3.3)(18.1)398.3 2 7 
Segment revenues - GAAP and non-GAAP2,140.3
 138.4
 34.5
 15.4
 2,328.6
 9
 6
Segment revenues(c)
Segment revenues(c)
2,207.9 220.9 72.5 (99.7)2,401.6 9 10 
            
Other items not allocated to segments(d)
76.8
 285.1
 (2.8) (243.9) 115.2
 50
 fav
Revenues - GAAP$2,217.1
 423.5
 31.7
 (228.5) 2,443.8
 10
 19Revenues - GAAP$2,207.9 220.9 72.5 (99.7)2,401.6 9 10 
            
Operating profit:            Operating profit:
North America$16.4
 26.6
 1.0
 (0.1) 43.9
 fav
 favNorth America$58.5 17.1 0.4 0.1 76.1 30 29 
South America81.1
 38.7
 7.3
 (3.8) 123.3
 52
 48
Latin AmericaLatin America127.7 31.5 0.5 (27.2)132.5 4 25 
EuropeEurope37.2 6.4 8.1 (0.4)51.3 38 17 
Rest of World79.6
 3.0
 1.0
 0.5
 84.1
 6
 4Rest of World72.6 8.8 0.5 (3.3)78.6 8 12 
Segment operating profit177.1
 68.3
 9.3
 (3.4) 251.3
 42
 39Segment operating profit296.0 63.8 9.5 (30.8)338.5 14 22 
Corporate(c)
(40.4) (18.4) —
 (1.8) (60.6) 50
 46
Corporate(d)
Corporate(d)
(59.9)(23.8)— 4.4 (79.3)32 40 
Operating profit - non-GAAP136.7
 49.9
 9.3
 (5.2) 190.7
 40
 37Operating profit - non-GAAP236.1 40.0 9.5 (26.4)259.2 10 17 
            
Other items not allocated to segments(d)
(21.3) 96.2
 8.4
 (88.4) (5.1) (76) fav
Operating profit (loss) - GAAP$115.4
 146.1
 17.7
 (93.6) 185.6
 61
 fav
Other items not allocated to segments(e)
Other items not allocated to segments(e)
(77.2)16.5 (7.0)(6.1)(73.8)(4)(21)
Operating profit - GAAPOperating profit - GAAP$158.9 56.5 2.5 (32.5)185.4 17 36 
Amounts may not add due to rounding.


See page 3440 for footnote explanations.




Analysis of Segment Results: Nine Months 2017First Half 2023 versus Nine Months 2016First Half 2022


North America
Revenues increased 5%4% ($41.628.9 million) asprimarily due to a 4% organic growthincrease ($30.3 million) and the favorable impact of 5%acquisitions ($40.82.2 million) was, partially offset by the negativeunfavorable impact of currency exchange rates ($5.63.6 million) primarily from the Mexican peso.Canadian dollar. Organic revenue growth was driven by the U.S. and Mexico, with the U.S. increasing mainly due to onsite cash recycler services and increased Global Services volume. Organic revenue growth in Mexico was primarily due to price and volume growth.increases in the U.S. Operating profit increased $27.5$17.6 million, primarily due to a 29% organic growth in Mexico and the U.S. Organic profit growth in Mexico was driven by productivity improvements and price increases. Organic profit growth in the U.S. was driven by productivity improvements, lower security losses and vehicle costs, and the impact of onsite cash recyclers.

South America
Revenues increased 27%increase ($140.4 million) primarily due to 16% organic growth ($81.617.1 million), the favorable impact of acquisitions ($40.10.4 million) and currency exchange rates ($18.7 million) mostly from the Brazilian real, slightly offset by a decline in the Argentine peso. The organic growth was driven by inflation-based price increases in Argentina and increased volume growth and price increases in Brazil. Operating profit increased 52% ($42.2 million) driven by organic growth in Argentina and the favorable impact of acquisitions ($7.3 million), partially offset by unfavorable currency ($3.8 million) driven by the Argentine peso. Operating profit in Brazil was also up despite the impact of a favorable social tax credit that occurred in the third quarter of 2016 and a negative ruling from a 1994 Brazilian tax case that occurred in the third quarter of 2017.

Rest of World
Revenues increased 1% ($6.3 million) due to 2% organic growth ($16.0 million) and the favorable impact of currency exchange rates ($2.30.1 million). The organic increase resulted primarily from higher revenue which outpaced the impact of labor and other cost increases and the impact of cost savings related to restructuring primarily in the U.S. The increase was partially offset by higher security losses in the U.S.

Latin America
Revenues increased 9% ($51.8 million) primarily due to a 20% organic increase ($120.0 million) and the favorable impact of acquisitions ($1.5 million), partially offset by the unfavorable impact of dispositionscurrency exchange rates ($12.069.7 million), primarily from the Argentine peso and Colombian peso, partially offset by favorable impact from the Mexican peso. The organic increase was driven by inflation-based price increases across the segment. Operating profit was up 4% ($4.8 million) primarily due to a 25% organic increase ($31.5 million) and the favorable impact of acquisitions ($0.5 million), partially offset by the unfavorable impact of currency exchange rates ($27.2 million). The organic growthincrease was driven by Greecehigher revenue which outpaced the impact of labor and Asia,other cost increases, as well as the benefit of labor and other operational cost saving actions throughout the segment.

Europe
Revenues increased 24% ($105.8 million) due to the favorable impact of the NoteMachine acquisition ($72.1 million) and a 9% organic increase ($42.0 million), partially offset by anthe unfavorable impact of currency exchange rates ($8.3 million). The unfavorable currency impact was driven by the euro. The organic decrease in Franceincrease was primarily due to pricing pressure.price increases throughout the segment and the impact of the full implementation of an ATM managed services contract for a large customer in France. Operating profit increased 6%$14.1 million primarily due to the favorable impact of acquisitions ($4.58.1 million) and an organic increase ($6.4 million), partially offset by the unfavorable impact of currency exchange rates ($0.4 million). The organic increase was primarily driven by higher revenue which outpaced the impact of labor and other cost increases.

42

Rest of World
Revenues increased 2% ($7.2 million) due to a 7% organic increase ($28.6 million), partially offset by the unfavorable impact of currency exchange rates ($18.1 million) and dispositions ($3.3 million). The organic increase was primarily due to DRS and global services growth. The currency impact was driven by most currencies throughout the segment. Operating profit increased $6.0 million primarily due to a 12% organic growth in Asia, as well asincrease ($8.8 million) and the favorable impact of dispositions ($1.00.5 million).

, partially offset by the unfavorable impact of currency exchange rates ($3.3 million), driven by most currencies throughout the segment. The organic increase was primarily due to the impact of labor and other operational cost saving actions throughout the segment and DRS and global services revenue growth.



43

Income and Expense Not Allocated to Segments


Corporate Expenses
Three Months
Ended June 30,		%Six Months
Ended June 30,		%
(In millions)20232022change20232022change
General, administrative and other expenses$(47.3)(39.9)19 $(89.9)(68.4)31 
Foreign currency transaction gains4.8 3.4 41 9.9 5.8 71 
Reconciliation of segment policies to GAAP0.3 (0.2)fav0.7 2.7 (74)
Corporate expenses$(42.2)(36.7)15 $(79.3)(59.9)32 
 Three Months 
 Ended September 30,		 % Nine Months 
 Ended September 30,		 %
(In millions)2017 2016 change 2017 2016 change
General, administrative and other expenses$(22.4) (12.9) 74 $(59.9) (46.6) 29
Foreign currency transaction gains (losses)0.5
 (0.2) fav 0.7
 2.5
 (72)
Reconciliation of segment policies to GAAP0.4
 (0.8) fav (1.4) 3.7
 unfav
Corporate expenses$(21.5) (13.9) 55 $(60.6) (40.4) 50


Third quarter of 2017 corporate expenses were up $7.6 million and first nine months of 2017 corporate expenses increased $20.2 million compared to prior year periods. The increases in both the third quarter and first nine months of 2017 were primarily driven by higher incentive compensation expense recognized in corporate expenses. Corporate expenses include former non-segment andcorporate headquarters costs, regional management costs, currency transaction gains and losses, and costs related to global initiatives.initiatives and adjustments to reconcile segment accounting policies to U.S. GAAP.


Corporate expenses for the first six months of 2023 increased $19.4 million versus the prior year period primarily driven by increased charges related to insurance and security losses including a large loss event in our BGS line of business ($20.2 million) and higher bad debt expense ($1.8 million) reported as part of the reconciliation of segment policies to U.S. GAAP. These higher costs were partially offset by an increase in foreign currency transaction gains ($4.1 million) and lower net compensation costs, including share-based and bonus accruals ($1.7 million).

Other Items Not Allocated to Segments
Three Months
Ended June 30,		%Six Months
Ended June 30,		%
(In millions)20232022change20232022change
Operating profit:    
Reorganization and Restructuring$— (2.7)(100)$(14.2)(14.4)(1)
Acquisitions and dispositions(15.0)(15.4)(3)(37.0)(30.6)21 
Argentina highly inflationary impact(11.0)(9.0)22 (22.2)(15.1)47 
Change in allowance estimate— 0.4 (100)— (16.3)(100)
 Chile antitrust matter(0.2)(0.8)(75)(0.4)(0.8)(50)
Operating profit$(26.2)(27.5)(5)$(73.8)(77.2)(4)
 Three Months 
 Ended September 30,		 % Nine Months 
 Ended September 30,		 %
(In millions)2017 2016 change 2017 2016 change
Revenues:           
Venezuela operations$20.8
 20.4
 2
 $115.2
 74.0
 56
Acquisitions and dispositions—
 0.5
 (100) —
 2.8
 (100)
Revenues$20.8
 20.9
 —
 115.2
 76.8
 50
            
Operating profit: 
  
    
  
  
Venezuela operations$2.5
 2.2
 14
 19.1
 6.5
 fav
Reorganization and Restructuring(6.4) (2.3) unfav
 (16.1) (10.4) 55
Acquisitions and dispositions(6.1) (3.2) 91
 (8.1) (17.4) (53)
Operating profit$(10.0) (3.3) unfav
 $(5.1) (21.3) (76)


Reorganization and Restructuring
2022 Global Restructuring Plan
In the first quarter of 2023, management completed the review and approval of remaining actions included in the previously announced restructuring program across our global business operations. The actions were taken to enable growth, reduce costs and related infrastructure, and to mitigate the potential impact of other items not allocated to segments was a loss of $10.0external economic conditions. In total, we have recognized $32.3 million in the third quarter of 2017 versus the prior year period loss of $3.3 million. The change was primarily due to higher restructuring charges and an increase in amortization of acquisition-related intangible assets in the current year quarter.
The impact of other items not allocated to segments was a loss of $5.1under this program, including $10.1 million in the first ninesix months of 2017 versus a loss of $21.3 million in2023. We expect total expenses from the prior year period. The change was primarily dueprogram to higher profits from Venezuela operations along with lower charges from acquisitions and dispositions in the first nine months of 2017 as the prior year period included losses from Ireland operations shut down in 2016 as well as a loss on the sale of corporate assets.
Venezuela operations We have excluded from our segment results all of our Venezuela operating results, including remeasurement losses on net monetary assets related to currency devaluations of $9.1be between $42 million and $4.7 million in$48 million. When completed, the first nine months of 2017 and 2016, respectively, due to the Venezuelan government's restrictions that have prevented us from repatriating funds. In light of these unique circumstances, our operations in Venezuela are largely independent of the rest of our global operations. As a result, the Chief Executive Officer, the Company's Chief Operating Decision maker ("CODM"), assesses segment performance and makes resource decisions by segment excluding Venezuela operating results. Additionally, management believes excluding Venezuela from segment results makes it possible to more effectively evaluate the company’s performance between periods.  

Factors considered by management in excluding Venezuela results include:
Continued inability to repatriate cash to redeploy to other operations or dividend to shareholders
Highly inflationary environment
Fixed exchange rate policy
Continued currency devaluations and
Difficulty raising prices and controlling costs

Reorganization and Restructuring
2016 Restructuring
In the fourth quarter of 2016, management implementedcurrent restructuring actions across our global business operations and our corporate functions. As a result of these actions, we recognized $18.1 million in related 2016 costs related to asset-related adjustments, severance costs, and lease restructuring charges. We recognized an additional $13.5 million in the first nine months of 2017 from this restructuring for additional costs related to severance, a benefit program termination and asset-related adjustments. Severance actions are expected to reduce our global workforce by 8003,300 to 900 positions. We expect that the 2016 restructuring will3,500 positions and result in $8 to $12 million in 2017annualized cost savings. We expect to incur additional reorganization and restructuring costs between $10 and $14 million in future periods, primarily severance costs.



Executive Leadership and Board of Directors
In 2015, we recognized $1.8 million in charges related to Executive Leadership and Board of Directors restructuring actions, which were announced in January 2016. We recognized $4.3 million in charges in the first nine months of 2016 related to the Executive Leadership and Board of Directors restructuring actions.

2015 Restructuring
Brink's initiated a restructuring of its business in the third quarter of 2015. We recognized $11.6 million in related 2015 costs related to employee severance, contract terminations, and property impairment. We recognized an additional $5.3 million in the first nine months of 2016 related to this restructuring for additional severance costs, contract terminations and lease terminations. The 2015 Reorganization and Restructuring reduced the global workforce by approximately 1,100 positions and resulted in approximately $20 million in 2016 savings. The actions under this program were substantially completed by the end of 2016, with cumulative pretax chargessavings of approximately $18$60 million.


Other Restructurings
Management continuouslyperiodically implements restructuring actions in targeted sections of our business. As a result of these actions, we recognized related severancenet costs of $0.8 million in the third quarter of 2017 and $1.9$14.4 million in the first ninesix months of 2017. These restructuring actions are expected to reduce our workforce by 200 to 300 positions and in $3 to $4 million in annualized cost savings. We expect to incur additional costs between $1 and $2 million in future periods,2022, primarily severance costs. These estimates will be updated asWe recognized $4.1 million in net costs in the first six months of 2023, primarily severance costs. The majority of the costs in both the 2023 and 2022 periods result from the exit of a line of business in a specific geography with most of the remaining costs due to management targets additional sections of our business.initiatives to address the COVID-19 pandemic.


44

Due to the unique circumstances around these charges, they have not been allocated to segment results and are excluded from non-GAAP results. Charges related to the employees, assets, leases and contracts impacted by these restructuring actions were excluded from the segments and corporate expenses as shown in the table below.
Three Months Ended June 30,%Six Months
Ended June 30,		%
(In millions)20232022change20232022change
Reportable Segments:
North America$(0.4)(0.1)unfav$(4.0)(7.5)(47)
Latin America(0.4)(2.4)(83)(4.0)(5.3)(25)
Europe0.2 (0.8)fav(4.2)(2.2)91 
Rest of World0.6 (0.1)fav(0.7)(0.1)unfav
Total reportable segments— (3.4)(100)(12.9)(15.1)(15)
Corporate items— 0.7 (100)(1.3)0.7 unfav
Total$— (2.7)(100)$(14.2)(14.4)(1)
 Three Months Ended September 30, % Nine Months 
 Ended September 30,		 %
(In millions)2017 2016 change 2017 2016 change
Reportable Segments:           
North America$1.7
 —
 unfav
 $4.4
 —
 unfav
South America0.7
 0.3
 unfav
 3.5
 0.5
 unfav
Rest of World4.0
 0.5
 unfav
 5.6
 2.5
 unfav
Total reportable segments6.4
 0.8
 unfav
 13.5
 3.0
 unfav
Corporate items—
 1.5
 (100) 2.6
 7.4
 (65)
Total$6.4
 2.3
 unfav
 $16.1
 10.4
 55


Acquisitions and dispositions Certain acquisition and disposition items that are not considered part of the ongoing activities of the business and are special in nature are consistently excluded from segment and non-GAAP results. These items are described below:
2017
2023 Acquisitions and Dispositions
Transaction costs of $1.5 million related to acquisitions of new businesses in 2017.
Gains in the first quarter of 2017 related to the liquidation of our former cash-in-transit operation in Puerto Rico.
•Amortization expense for acquisition-related intangible assets was $4.4$28.6 million in the first ninesix months of 2017.2023.
Severance•Gain of $4.8 million upon derecognition of contingent consideration liability related to the NoteMachine business acquisition.
•We recognized $3.3 million in charges in Argentina in the first six months of 2023 for an inflation-adjusted labor increase to expected payments to union workers of the Maco Transportadora and Maco Litoral businesses (together "Maco"). Although the Maco operations were acquired in 2017, formal antitrust approval was obtained in 2021, which triggered negotiation and approval of the expected payments in 2022. We recognized $12.5 million in related costs in 2022.
•Net charges of $2.6 million for post-acquisition adjustments to indemnification assets related to previous business acquisitions.
•We incurred $1.2 million in integration costs, primarily related to PAI, in the first six months of 2023.
•Transaction costs related to business acquisitions were $2.4 million in the first six months of 2023.
•We recognized a $2.0 million loss on the disposition of Russia-based operations in the first six months of 2023.
•Compensation expense related to the retention of key PAI employees was $1.0 million related to our recent acquisitions in Argentina and Brazil.the first six months of 2023.
Currency transaction losses of $1.9 million related to acquisition activity.

20162022 Acquisitions and Dispositions
Due to management's decision in the first quarter of 2016 to exit the Republic of Ireland, the prospective impacts of shutting down this operation were included in items not allocated to segments and were excluded from the operating segments effective March 1, 2016. This activity is also excluded from the consolidated non-GAAP results. Beginning May 1, 2016, due to management's decision to also exit Northern Ireland, the results of shutting down these operations were treated similarly to the Republic of Ireland. 2015 revenues from both Ireland operations were approximately $20 million. Charges included in our full-year 2016 GAAP results include $4.9 million in severance costs, $1.8 million in property impairment charges, lease restructuring charges of $0.5 million and an additional $7.0 million in operating and other exit costs. These costs have been excluded from our segment and our consolidated non-GAAP results. International shipments to and from Ireland will continue to be provided through Brink’s Global Services ("BGS").
•Amortization expense for acquisition-related intangible assets was $2.7$25.2 million in the first ninesix months of 2016.2022.
•We recognized a $2.0incurred $2.1 million lossin integration costs, primarily related to PAI and G4S, in the first six months of 2022.
•Transaction costs related to business acquisitions were $1.0 million in the first six months of 2022.
•Restructuring costs related to acquisitions were $0.1 million in the first six months of 2022.
•Compensation expense related to the saleretention of corporatekey PAI employees was $1.8 million in the first six months of 2022.

Argentina highly inflationary impact Beginning in the third quarter of 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date to the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In addition, nonmonetary assets retain a higher historical basis when the currency is devalued. The higher historical basis results in incremental expense being recognized when the nonmonetary assets are consumed. In the first six months of 2023, we recognized $22.2 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $18.2 million. In the first six months of 2022, we recognized $15.1 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $13.4 million. These amounts are excluded from segment and non-GAAP results.

Change in allowance estimate In the first quarter of 2022, we 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 coronavirus (COVID-19) pandemic, in determining an appropriate allowance. As many of our regions begin to recover from the pandemic, we have 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 second quarter of 2016.2022, the additional allowance was reduced by $0.4 million as a result of collections. Due to the fact that management has excluded these amounts when evaluating internal performance, we have excluded these amounts from segment and non-GAAP results.




Chile antitrust matter We recognized an estimated loss of $9.5 million in the third quarter of 2021 related to a potential fine. In 2022, we recognized an additional $1.4 million adjustment and, in the first six months of 2023, we recognized an additional $0.4 million adjustment to our estimated loss. The adjustments result from a change in currency rates. Due to the special nature of this matter, this charge has not been allocated to segment results and is excluded from non-GAAP results. See Note 14 for details.

45

Foreign Operations


We currently serve customers in more than 100 countries, including 4152 countries where we operate subsidiaries.


We are subject to risks customarily associated with doing business in foreign countries, including labor and economic conditions, the imposition of international sanctions, including by the U.S. government, political instability, controls on repatriation of earnings and capital, nationalization, expropriation and other forms of restrictive action by local governments. Changes in the political or economic environments in the countries in which we operate could have a material adverse effect on our business, financial condition and results of operations. The future effects, if any, of these risks are unknown. In April 2019, the U.S. government sanctioned the Venezuela central bank and, as a result, the Company has ceased support of the Venezuela business.


Our international operations conduct a majority of their business in local currencies. Because our financial results are reported in U.S. dollars, they are affected by changes in the value of various local currencies in relation to the U.S. dollar. Recent strengthening of the U.S. dollar relative to certain currencies has reduced some of our reported U.S. dollar revenues and operating profit whichand may continue through the end of 2023.

At June 30, 2023, Argentina's economy remains highly inflationary for accounting purposes. At June 30, 2023, we had net monetary assets denominated in 2017. Our operationsArgentine pesos of $29.5 million (including cash of $24.7 million) and net nonmonetary assets of $210.7 million (including $99.8 million of goodwill, $1.9 million in Venezuela are subject to local lawsequity securities denominated in Argentine pesos and regulatory interpretations that determine$71.6 million in debt securities denominated in Argentine pesos).

During September 2019, the Argentine government announced currency controls on both companies and individuals. Under the exchange rateprocedures implemented by the central bank, approval is required for many transactions, including dividend repatriation abroad.

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 repatriating dividends may be converted.we remeasure the financial statements of Brink’s Argentina. We did not have any such conversions or conversion losses in the six months ended June 30, 2023 or June 30, 2022.


Although the Argentine government has implemented currency controls, Brink’s management continues to provide guidance and strategic oversight, including budgeting and forecasting for Brink’s Argentina. We continue to control our Argentina business for purposes of consolidation of our financial statements and continue to monitor the situation in Argentina.

Changes in exchange rates may also affect transactions whichthat are denominated in currencies other than the functional currency. From time to time, we use short term foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At SeptemberJune 30, 2017,2023, the notional value of our shortershort term outstanding foreign currency forward and swap contracts was $117.2$554 million, with average contract maturities of approximately one month. These shortershort term foreign currency forward and swap contracts primarily offset exposures in the euro and the British pound.  Additionally, these shorter term contractsMexican peso and are not designated as hedges for accounting purposes, and accordingly,purposes. Accordingly, changes in their fair value are recorded immediately in earnings. We recognized gainsAt June 30, 2023, the fair value of $3.0our short term foreign currency contracts was a net asset of approximately $2.2 million of which $3.7 million was included in prepaid expenses and other and $1.5 million was included in accrued liabilities on these contracts in the first nine months of 2017.condensed consolidated balance sheet. At September 30, 2017,December 31, 2022, the fair value of these shorter term foreign currency contracts was not significant.a net liability of approximately $7.0 million of which $3.5 million was included in prepaid expenses and other and $10.5 million was included in accrued liabilities on the condensed consolidated balance sheet.


Amounts under these contracts were recognized in other operating income (expense) as follows:
Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions)2023202220232022
Derivative instrument gains included in other operating income (expense)$10.4 14.1 $18.6 33.0 

We also have a longer term cross currency swap contract to hedge exposure in Brazilian real, which is designated as a cash flow hedge for accounting purposes. Accordingly, changes in the fair value of the cash flow hedge are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We immediately reclassify from accumulated other comprehensive income (loss) to earnings an amount to offset the remeasurement recognized in earnings associated with the respective intercompany loan. Additionally, we reclassify amounts from accumulated other comprehensive income (loss) to interest expense amounts that are associated with the interest rate differential between a U.S. dollar denominated intercompany loan and a Brazilian real denominated intercompany loan.

At SeptemberJune 30, 2017,2023, the notional value of this longer term contract was $3.1$41 million with a weighted-average maturity of 0.2approximately 0.3 years. We recognized net losses of $0.2 million on this contract, of which losses of $0.1 million were included in other operating income (expense) to offset transactions gains of $0.1 million and expenses of $0.1 million were included in interest and other income (expense) in the first nine months of 2017.  At SeptemberJune 30, 2017,2023, the fair value of the longer term cross currency swap contract was $1.1an asset of $8.1 million which isand was included in prepaid expenses and other on the condensed consolidated balance sheet. At December 31, 2022, the fair value of the cross currency swap contract was an asset of $14.6 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.


46

Amounts under this contract were recognized in other operating income (expense) to offset transaction gains or losses and in interest expense as follows:
Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions)2023202220232022
Derivative instrument gains (losses) included in other operating income (expense)$(3.8)5.3 $(7.2)(6.5)
Offsetting transaction gains (losses)3.8 (5.3)7.2 6.5 
Derivative instrument losses included in interest expense(0.2)(0.3)(0.5)(0.7)
  Net derivative instrument gains (losses)(4.0)5.0 (7.7)(7.2)

In the second quarter of 2021, we entered into ten cross currency swaps to hedge a portion of our net investments in certain of our subsidiaries with euro functional currencies. We elected to use the spot method to assess effectiveness for these derivatives that are designated as net investment hedges. Accordingly, changes in fair value attributable to changes in the undiscounted spot rates are recorded in the foreign currency translation adjustments component of accumulated other comprehensive income (loss) and will remain there until the hedged net investments are sold or substantially liquidated. We have elected to exclude the spot-forward difference from the assessment of hedge effectiveness and are amortizing this amount separately on a straight-line basis over the term of these cross currency swaps.

In July 2022, we terminated these cross currency swap contracts and received $67 million in cash as settlement. We subsequently entered into a total of nine cross currency swaps with a total notional of $400 million to hedge a portion of our net investment in certain of our subsidiaries with euro functional currencies. Swaps with a total notional of $215 million will terminate in May 2026 and swaps with a total notional of $185 million will terminate in April 2031. We have designated these swaps as net investment hedges for accounting purposes.

At June 30, 2023, the notional value of these cross currency swap contracts was $400 million with a remaining weighted average maturity of 2.4 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 6.5 years for the cross currency swaps maturing in April 2031. At June 30, 2023, the fair value of these currency swaps was a net liability of $23.3 million of which $5.6 million was included in prepaid expenses and other and $28.9 million was included in other liabilities on the condensed consolidated balance sheet. At December 31, 2022, the fair value of these currency swaps was a net liability of $11.7 million of which $5.6 million was included in prepaid expenses and other and $17.3 million was included in other liabilities on the condensed consolidated balance sheet.

In July 2023, we entered into a zero cost foreign exchange collar contract with a $215 million notional amount and a May 2026 expiration date. We sold a put option with a lower strike price and bought a call option with a higher strike price to manage the foreign exchange risk related to the final settlement of the $215 million notional cross currency swaps. Upon the execution of the zero cost foreign exchange collar contract, we have de-designated the existing $215 million notional cross currency swaps and re-designated the combined $215 million notional cross currency swaps and zero cost collar into a new hedging instrument. At re-designation, the existing $215 million notional cross currency swaps had a non-zero fair value representing an off-market component of the participating cross currency swaps. The off-market value will be ratably amortized into earnings through May 2026. The combined cross currency swaps and zero cost collar has been designated as a net investment hedge for accounting purposes.

The effect of the amortization of the spot-forward difference on the net investment hedges cross currency swaps is included in interest expense as follows:
Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions)2023202220232022
Net derivative instrument gains included in interest expense$(1.5)(1.6)(2.9)(3.1)

See Note 1 to the condensed consolidated financial statements for a description of government currency processes and restrictions in Venezuela, the effect on our operations, and how we account for currency remeasurement for our Venezuelan subsidiaries.Argentine subsidiaries, beginning July 1, 2018 under the heading, "Argentina".








47

Other Operating Income (Expense)


Other operating income (expense) includes amounts included in segment results as well as income and expense not allocated to segments.
Three Months
Ended June 30,		%Six Months
Ended June 30,		%
(In millions)20232022change20232022change
Foreign currency items:   
Transaction losses$(14.0)(19.3)(27)$(26.9)(40.7)(34)
Derivative instrument gains10.4 14.1 (26)18.6 33.0 (44)
Gains (losses) on sale of property and other assets0.1 1.1 (91)(1.8)1.5 unfav
Impairment losses(0.5)(0.9)(44)(4.2)(3.0)40 
Indemnification asset adjustments(2.1)— unfav(2.6)— unfav
Share in earnings of equity affiliates0.6 0.3 100 1.2 0.8 50 
Royalty income1.7 1.9 (11)3.6 5.1 (29)
Contingent consideration liability adjustment4.8 — fav4.8 — fav
Other gains2.8 0.4 fav2.8 0.6 fav
Other operating income (expense)$3.8 (2.4)fav$(4.5)(2.7)67 

 Three Months 
 Ended September 30,		 % Nine Months 
 Ended September 30,		 %
(In millions)2017 2016 change 2017 2016 change
Foreign currency items:           
Transaction losses$(3.3) (1.4) unfav
 $(13.3) (0.2) unfav
Foreign currency derivative instrument gains (losses)1.1
 1.1
 —
 3.0
 (2.0) fav
Gains (losses) on sale of property and other assets0.3
 0.5
 (40) 1.1
 (1.2) fav
Argentina conversion losses—
 —
 —
 —
 (0.1) (100)
Impairment losses(1.6) (0.3) unfav
 (2.6) (5.7) (54)
Share in earnings of equity affiliates0.1
 —
 fav
 0.2
 0.1
 100
Royalty income0.5
 0.7
 (29) 1.5
 1.9
 (21)
Gains (losses) on business acquisitions and dispositions—
 —
 —
 0.6
 0.1
 fav
Other gains (losses)2.8
 (0.1) fav
 3.4
 0.7
 fav
Other operating income (expense)$(0.1) 0.5
 unfav
 $(6.1) (6.4) (5)
Other operating expense was $0.1 million in the third quarter of 2017 versus $0.5 million of income in the prior year period. The third quarter of 2017 included higher foreign currency transaction losses and higher impairment losses that were mostly offset by other miscellaneous gains in the current year quarter. The currency losses in the third quarter of 2017 relate primarily to the remeasurement of the payable to sellers of Maco Transportadora.

Other operating expense was lower in the first nine months of 2017 compared to the first nine months of 2016. This change resulted primarily from foreign currency derivative instrument gains in the 2017 period, higher impairment charges in the first nine months of 2016, other miscellaneous gains in 2017 and the prior year loss on sale of corporate assets. These favorable changes were partially offset by higher foreign currency transaction losses, primarily related to Venezuela currency devaluation in the current year period. See Note 1 to the condensed consolidated financial statements for a description of the change in currency exchange processes and rates in Venezuela.



Nonoperating Income and Expense

Interest expense
Three Months
Ended June 30,		%Six Months
Ended June 30,		%
 (In millions)
20232022change20232022change
 Interest expense$51.1 32.4 58 $97.7 60.3 62 
 Three Months 
 Ended September 30,		 % Nine Months 
 Ended September 30,		 %
 (In millions)
2017 2016 change 2017 2016 change
 Interest expense$7.7
 5.1
 51 $18.5
 14.9
 24


Interest expense was higher in both the third quarter and the first ninesix months of 2017 compared to the same periods of 20162023 primarily due to higher borrowing levels dueinterest rates on corporate debt. Borrowings were used to business acquisitions.fund general corporate initiatives and other working capital needs.


Interest and other nonoperating income (expense)
Three Months
Ended June 30,		%Six Months
Ended June 30,		%
(In millions)20232022change20232022change
Interest income$7.5 5.5 36 $14.0 8.9 57 
Gain (loss) on equity securities(0.9)(0.1)unfav(1.0)(0.4)unfav
Foreign currency transaction gains (losses)(0.7)1.6 unfav(1.1)2.3 unfav
Retirement benefit cost other than service cost0.8 (3.2)fav0.8 (8.0)fav
Argentina turnover tax(1.4)— — (1.9)— — 
Non-income taxes on intercompany billings(a)
(0.2)0.5 unfav(0.9)(1.3)(31)
Other(1.0)(0.9)11 (1.1)0.6 unfav
Interest and other nonoperating income (expense)$4.1 3.4 21 $8.8 2.1 fav

(a)Certain of our Latin American subsidiaries incur non-income taxes related to the billing of intercompany charges. These intercompany charges do not impact the Latin America segment results and are eliminated in our consolidation.
48
 Three Months 
 Ended September 30,		 % Nine Months 
 Ended September 30,		 %
(In millions)2017 2016 change 2017 2016 change
Interest income$0.8
 0.6
 33
 $2.4
 1.8
 33
Gains on sales of available-for-sale securities0.7
 —
 fav
 0.9
 0.5
 80
Derivative instrument losses—
 (0.1) (100) (0.1) (0.6) (83)
Retirement benefit cost other than service cost(11.7) (9.7) 21
 (35.4) (29.5) 20
Prepayment penalty(a)
(6.5) —
 unfav
 (6.5) —
 unfav
Interest on Brazil tax claim(b)
(4.1) —
 unfav
 (4.1) —
 unfav
Other(0.4) —
 unfav
 (1.0) (0.5) 100
Interest and other income (expense)$(21.2) (9.2) unfav
 $(43.8) (28.3) 55


(a)Penalty upon prepayment of Private Placement notes in September 2017.
(b)Related to an unfavorable court ruling in the third quarter of 2017 on a non-income tax claim in Brazil. The court ruled that Brink's must pay interest accruing from the initial claim filing in 1994 to the current date. The principal amount of the claim was approximately $1 million and was recognized in selling, general and administrative expenses in the third quarter of 2017.



Income Taxes
Three Months
Ended June 30,		Six Months
Ended June 30,
(in millions)2023202220232022
Continuing operations  
Provision (benefit) for income taxes (in millions)$23.4 29.3 $43.7 (11.8)
Effective tax rate39.9 %43.4 %45.3 %(11.7 %)

Three Months 
 Ended September 30,		 Nine Months 
 Ended September 30,
 2017 2016 2017 2016
Continuing operations       
Provision for income taxes (in millions)$16.4
 19.5
 $48.1
 43.4
Effective tax rate43.7% 43.0% 39.0% 60.1%


Valuation Allowance-Tax Credits
2017 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations inIn the first nine monthsquarter of 2017 was greater2022, we concluded that it is more likely than the 35% U.S. statutory tax rate primarily due to the impact of our Venezuelan operation’s earnings and related tax expense, including the nondeductible expenses resulting from the currency devaluation, partially offset by the significant tax benefits related to the distribution of share-based payments and an income tax benefit related to an Illinois legislative change.  The other itemsnot that cause the rate to be higher than the U.S. statutory rate include the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings and a French income tax credit.

2016 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first nine months of 2016 was greater than the 35% U.S. statutory tax rate primarily due to the significant losses related to operations in the Republic of Ireland, for which no tax benefit can be recorded, and the nondeductible expenses resulting from the currency devaluation in Venezuela in the first nine months.  The other items that cause the rate to be higher than the U.S. statutory rate include the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on undistributed earnings and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings and a French income tax credit.

Deferred Tax Assets
Deferred tax assets are future tax deductions that result primarily from the net tax effects of temporary differences between the carryingsubstantial amount of assets and liabilities for financial statement and income tax purposes. At December 31, 2016, we had $271 million ofthe U.S. deferred tax assets netfor U.S. foreign tax credit and general business credit carryforwards that previously required a valuation allowance would be realized. Our conclusion was based upon an analysis of valuation allowances, primarily relatedthe final foreign tax credit regulations that the U.S. Treasury published in the Federal Register on January 4, 2022. Based upon this analysis, we determined a significant amount of the post-2021 foreign withholding taxes will now be ineligible for U.S. foreign income tax credit treatment and therefore we are forecasting that Brink’s U.S. operations will no longer annually be generating new foreign tax credits in excess of its annual foreign tax credit utilization limit. As a result, we expect to be able to utilize a substantial amount of our retirement plan obligations.  Theseforeign tax credit and general business tax credit carryforwards to offset future tax deductions may not be realized if tax rules change, if forecasted U.S. operational results are not realized or if any other U.S. projected future taxable income is insufficient. Consequently, not realizingprior to their expiration. Accordingly, we reversed a substantial amount of our valuation allowance on our net U.S. deferred tax assets, may significantlyresulting in a $55.0 million benefit in our provision for income taxes for the period ended June 30, 2022.

For the period ending June 30, 2023, we concluded that changes in Brazilian tax law will allow Brazilian withholding taxes to be eligible for U.S. foreign tax credit treatment. Based on this conclusion, we expect to annually be generating more new foreign tax credits and materially affectutilizing fewer foreign tax carryforwards to offset taxes prior to their expiration. As a result, we recorded a $7.0 million tax expense in our financial condition, results of operationsprovision for income taxes. Due to the novel approach that the final regulations impose, it is possible that further developments in foreign country or U.S. tax laws could occur and cash flows.  Further, the recent proposals to lower the U.S. corporate income tax rate wouldmay require us to recognizechange our assessment of the ultimate amounts we consider more-likely-than-not to be realized.

On July 21, 2023, the U.S. Treasury issued Notice 2023-55 (the "Notice") announcing temporary relief for taxpayers in determining whether a significantforeign tax is eligible for a foreign tax credit under the final foreign tax credit regulations mentioned above. The Notice will allow us to apply the pre-January 4, 2022 regulations in determining the creditability of foreign taxes for our 2022 and 2023 U.S. income tax expensefilings. The associated financial impact is estimated to reduce the U.S. deferred tax asset, if such a proposal is enacted into law.be immaterial and will be reported in our third quarter 2023 condensed consolidated financial statements.

Effective Tax Rate
Our effective tax rate may fluctuate materially from these estimates due to changes in pre-tax earnings, permanent book-tax differences, changes in the expected amount and geographical mix of earnings, changes in current or deferred taxes due to legislative changes, changes in valuation allowances or accruals for contingencies, changes in distributions of share-based payments, changes in U.S. taxable income, and other factors.



Noncontrolling Interests
Three Months
Ended June 30,		%Six Months
Ended June 30,		%
(In millions)20232022change20232022change
Net income attributable to noncontrolling interests$3.0 3.0 — $6.3 5.9 7 
 Three Months 
 Ended September 30,		 % Nine Months 
 Ended September 30,		 %
(In millions)2017 2016 change 2017 2016 change
Net income (loss) attributable to noncontrolling interests$1.2
 1.4
 (14) $6.3
 7.1
 (11)


The change from $1.4 million net income attributable to noncontrolling interests in the third quarter of 2016 to $1.2 million ofthree months ended June 30, 2023, is consistent with the net income attributable to noncontrolling interests in the third quarter of 2017 was primarily due to lower results from our Venezuelan subsidiaries.three months ended June 30, 2022. The change from a $7.1 millionincrease in net income attributable to noncontrolling interests in the first ninesix months of 2016ended June 30, 2023, in comparison to $6.3 million of net incomethe six months ended June 30, 2022, is primarily attributable to noncontrolling interests in the first nine months of 2017 was primarily due to lowerhigher 2023 operating results from our Colombian subsidiaries.reported by certain subsidiaries that are not wholly-owned.


See Note 1 to the condensed consolidated financial statements for more information about the currency devaluations of our Venezuelan subsidiaries and lower currency remeasurement charges from devaluation of Venezuelan currency. 





49

Non-GAAP Results Reconciled to GAAP


Non-GAAP results described in this filing are financial measures that are not required by or presented in accordance with GAAP. The purpose of the non-GAAP results is to report financial information from the primary operations of our business by excluding the effects of certain income and expenses that do not reflect the ordinary earnings of our operations. The specific items excluded have not been allocated to segments, are described in detail on pages 36–37,44–45, and are reconciled to comparable GAAP measures below.


Non-GAAP results adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year estimated non-GAAP tax rate. The full-year non-GAAP tax rate in both years excludes certain pretax and income tax amounts. Amounts reported for prior periods have been updated in this report to present information consistently for all periods presented.


The Non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measuresthey allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We do not consider these items to be reflective of our core operating performance due to the variabilityas they result from events and circumstances that are not a part of such items from period-to-period in terms of size, nature and significance.our core business. Additionally, non-GAAP results are utilized as performance measures in certain management incentive compensation plans.


Non-GAAP results should not be considered as an alternative to revenue, income or earnings per share amounts determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts. Non-GAAP financial measures may not be comparable to non-GAAP financial measures presented by other companies.


YTD '23YTD '22
(In millions, except for percentages)Pre-tax incomeIncome taxesEffective tax ratePre-tax incomeIncome taxesEffective tax rate
Effective Income Tax Rate(a)
GAAP$96.5 43.7 45.3 %$100.7 (11.8)(11.7)%
Retirement plans(d)
(4.1)(0.7)4.9 1.4 
Reorganization and restructuring(b)
14.2 2.6 14.4 2.3 
Acquisitions and dispositions(b)
38.6 4.4 28.9 1.8 
Argentina highly inflationary impact(b)
22.8 (0.7)16.6 (0.5)
Change in allowance estimate(b)
— — 16.3 3.9 
Valuation allowance on tax credits(e)
— (6.7)— 55.0 
Chile antitrust matter(b)
0.4 0.1 0.8 0.2 
Income tax rate adjustment(c)
— 7.8 — 3.0 
Non-GAAP$168.4 50.5 30.0 %$182.6 55.3 30.3 %
 YTD '17 YTD '16
(In millions, except for percentages)Pre-tax Tax Effective tax rate Pre-tax Tax Effective tax rate
Effective Income Tax Rate(a)
           
GAAP$123.3
 48.1
 39.0% $72.2
 43.4
 60.1%
Retirement plans(d)
24.9
 9.0
   23.3
 8.4
  
Venezuela operations(b)
(13.1) (11.8)   (4.5) (9.6)  
Reorganization and Restructuring(b)
16.1
 5.5
   10.4
 3.2
  
Acquisitions and dispositions(b)
8.9
 3.0
   17.3
 1.4
  
Prepayment penalty(e)
6.5
 2.4
   —
 —
  
Interest on Brazil tax claim(f)
4.1
 1.4
   —
 —
  
Income tax rate adjustment(c)
—
 2.2
   —
 (3.1)  
Non-GAAP$170.7
 59.8
 35.0% $118.7
 43.7
 36.8%


Amounts may not add due to rounding.

(a)From continuing operations.
(b)See “Other Items Not Allocated To Segments” on pages 36–37 for details.  We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance.
(c)Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at ~35.0% for 2017 and was 36.8% for 2016.
(d)Our U.S. Retirement plans are frozen and costs related to these plans are excluded from non-GAAP results. Certain non-U.S. operations also have retirement plans. Settlement charges related to these non-U.S. plans are also excluded from non-GAAP results.
(e)Penalty upon prepayment of Private Placement notes in September 2017.
(f)Related to an unfavorable court ruling in the third quarter of 2017 on a non-income tax claim in Brazil. The court ruled that Brink's must pay interest accruing from the initial claim filing in 1994 to the current date. The principal amount of the claim was approximately $1 million and was recognized in selling, general and administrative expenses in the third quarter of 2017.



(a)From continuing operations.

(b)See “Other Items Not Allocated To Segments” on pages 44–45 for details. We do not consider these items to be reflective of our operating performance as they result from events and circumstances that are not a part of our core business.
(c)Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at 30.0% for 2023 and was 30.3% for 2022.
(d)Our U.S. retirement plans are frozen and costs related to these plans are excluded from non-GAAP results. Certain non-U.S. operations also have retirement plans. Settlement charges and curtailment gains related to these non-U.S. plans and costs related to our frozen non-U.S. retirement plans are also excluded from non-GAAP results.
(e)In the first six months of 2022, we released a portion of our valuation allowance on certain U.S. deferred tax assets primarily related to foreign tax credit carryforward attributes with such amount being further adjusted in the first half of 2023. The valuation allowance release was due to new foreign tax credit regulations published by the U.S. Treasury in January 2022.


50

Non-GAAP Results Reconciled to GAAP
Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions, except for percentages and per share amounts)2023202220232022
Revenues:  
GAAP$1,216.2 1,133.9 $2,401.6 2,207.9 
Non-GAAP$1,216.2 1,133.9 $2,401.6 2,207.9 
Operating profit:
GAAP$105.6 96.5 $185.4 158.9 
Reorganization and restructuring(b)
— 2.7 14.2 14.4 
Acquisitions and dispositions(b)
15.0 15.4 37.0 30.6 
Argentina highly inflationary impact(b)
11.0 9.0 22.2 15.1 
Change in allowance estimate(b)
— (0.4)— 16.3 
Chile antitrust matter(b)
0.2 0.8 0.4 0.8 
Non-GAAP$131.8 124.0 $259.2 236.1 
Operating margin:
GAAP margin8.7 %8.5 %7.7 %7.2 %
Non-GAAP margin10.8 %10.9 %10.8 %10.7 %
Interest expense:
GAAP$(51.1)(32.4)(97.7)(60.3)
Acquisitions and dispositions(b)
0.3 0.3 0.5 0.7 
Non-GAAP$(50.8)(32.1)$(97.2)(59.6)
Interest and other nonoperating income (expense):
GAAP$4.1 3.4 $8.8 2.1 
Retirement plans(d)
(1.9)1.8 (4.1)4.9 
Acquisitions and dispositions(b)
0.6 (1.7)1.1 (2.4)
Argentina highly inflationary impact(b)
0.3 0.9 0.6 1.5 
Non-GAAP$3.1 4.4 $6.4 6.1 
Provision (benefit) for income taxes:
GAAP$23.4 29.3 43.7 (11.8)
Retirement plans(d)
(0.1)0.7 (0.7)1.4 
Reorganization and restructuring(b)
(0.1)1.1 2.6 2.3 
Acquisitions and dispositions(b)
2.0 1.0 4.4 1.8 
Argentina highly inflationary impact(b)
(0.2)(0.3)(0.7)(0.5)
Change in allowance estimate(b)
— (0.1)— 3.9 
Valuation allowance on tax credits(e)
(4.1)(3.3)(6.7)55.0 
Chile antitrust matter(b)
0.1 0.2 0.1 0.2 
Income tax rate adjustment(c)
4.2 0.6 7.8 3.0 
Non-GAAP$25.2 29.2 $50.5 $55.3 
Net income (loss) attributable to noncontrolling interests:
GAAP$3.0 3.0 6.3 5.9 
Retirement plans(d)
— 0.1 — 0.1 
Acquisitions and dispositions(b)
0.3 0.2 0.5 0.5 
Income tax rate adjustment(c)
(0.3)(0.1)(0.6)(0.5)
Non-GAAP$3.0 3.2 $6.2 6.0 
 Three Months 
 Ended September 30,		 Nine Months 
 Ended September 30,
(In millions, except for percentages and per share amounts)2017 2016 2017 2016
Revenues:       
GAAP$849.5
 755.8
 2,443.8
 2,217.1
Venezuela operations(b)
(20.8) (20.4) (115.2) (74.0)
Acquisitions and dispositions(b)
—
 (0.5) —
 (2.8)
Non-GAAP$828.7
 734.9
 2,328.6
 2,140.3
        
Operating profit:       
GAAP$66.4
 59.7
 185.6
 115.4
Venezuela operations(b)
(2.5) (2.2) (19.1) (6.5)
Reorganization and Restructuring(b)
6.4
 2.3
 16.1
 10.4
Acquisitions and dispositions(b)
6.1
 3.2
 8.1
 17.4
Non-GAAP$76.4
 63.0
 190.7
 136.7
        
Interest expense:       
GAAP$(7.7) (5.1) (18.5) (14.9)
Venezuela operations(b)
—
 —
 —
 0.1
Acquisitions and dispositions(b)
0.8
 —
 0.8
 —
Non-GAAP$(6.9) (5.1) (17.7) (14.8)
        
Interest and other income (expense):       
GAAP$(21.2) (9.2) (43.8) (28.3)
Retirement plans(d)
9.0
 7.9
 24.9
 23.3
Venezuela operations(b)
0.9
 0.5
 6.0
 1.9
Acquisitions and dispositions(b)
—
 (0.1) —
 (0.1)
Prepayment penalty(e)
6.5
 —
 6.5
 —
Interest on Brazil tax claim(f)
4.1
 —
 4.1
 —
Non-GAAP$(0.7) (0.9) (2.3) (3.2)
        
Provision for income taxes:       
GAAP$16.4
 19.5
 48.1
 43.4
Retirement plans(d)
3.2
 2.9
 9.0
 8.4
Venezuela operations(b)
(3.1) (2.4) (11.8) (9.6)
Reorganization and Restructuring(b)
2.2
 0.7
 5.5
 3.2
Acquisitions and dispositions(b)
2.5
 0.2
 3.0
 1.4
Prepayment penalty(e)
2.4
 —
 2.4
 —
Interest on Brazil tax claim(f)
1.4
 —
 1.4
 —
Income tax rate adjustment(c)
(0.9) 0.1
 2.2
 (3.1)
Non-GAAP$24.1
 21.0
 59.8
 43.7
        
Net income (loss) attributable to noncontrolling interests:       
GAAP$1.2
 1.4
 6.3
 7.1
Venezuela operations(b)
0.6
 0.3
 (2.1) (2.0)
Reorganization and Restructuring(b)
0.2
 (0.1) 0.6
 (0.1)
Income tax rate adjustment(c)
(0.2) 0.1
 —
 (0.6)
Non-GAAP$1.8
 1.7
 4.8
 4.4
        
Non-GAAP margin9.2% 8.6% 8.2% 6.4%


Amounts may not add due to rounding.


See page 4150 for footnote explanations.


51

Three Months 
 Ended September 30,		 Nine Months 
 Ended September 30,		Three Months
Ended June 30,		Six Months
Ended June 30,
(In millions, except for percentages and per share amounts)2017 2016 2017 2016(In millions, except for percentages and per share amounts)2023202220232022
Income (loss) from continuing operations attributable to Brink's:       
Income (loss) from continuing operations attributable to Brink's: 
GAAP$19.9
 24.5
 68.9
 21.7
GAAP$32.2 35.2 $46.5 106.6 
Retirement plans(d)
5.8
 5.0
 15.9
 14.9
Retirement plans(d)
(1.8)1.0 (3.4)3.4 
Venezuela operations(b)
0.9
 0.4
 0.8
 7.1
Reorganization and Restructuring(b)
4.0
 1.7
 10.0
 7.3
Reorganization and restructuring(b)
Reorganization and restructuring(b)
0.1 1.6 11.6 12.1 
Acquisitions and dispositions(b)
4.4
 2.9
 5.9
 15.9
Acquisitions and dispositions(b)
13.6 12.8 33.7 26.6 
Prepayment penalty(e)
4.1
 —
 4.1
 —
Interest on Brazil tax claim(f)
2.7
 —
 2.7
 —
Argentina highly inflationary impact(b)
Argentina highly inflationary impact(b)
11.5 10.2 23.5 17.1 
Change in allowance estimate(b)
Change in allowance estimate(b)
— (0.3)— 12.4 
Valuation allowance on tax credits(e)
Valuation allowance on tax credits(e)
4.1 3.3 6.7 (55.0)
Chile antitrust matter(b)
Chile antitrust matter(b)
0.1 0.6 0.3 0.6 
Income tax rate adjustment(c)
1.1
 (0.2) (2.2) 3.7
Income tax rate adjustment(c)
(3.9)(0.5)(7.2)(2.5)
Non-GAAP$42.9
 34.3
 106.1
 70.6
Non-GAAP$55.9 63.9 $111.7 121.3 
       
Diluted EPS:       
Diluted EPS: 
GAAP$0.38
 0.48
 1.33
 0.43
GAAP$0.68 0.73 $0.98 2.22 
Retirement plans(d)
0.11
 0.10
 0.31
 0.30
Retirement plans(d)
(0.03)0.02 (0.07)0.07 
Venezuela operations(b)
0.02
 0.01
 0.02
 0.14
Reorganization and Restructuring(b)
0.08
 0.04
 0.19
 0.14
Reorganization and restructuring(b)
Reorganization and restructuring(b)
0.01 0.03 0.24 0.25 
Acquisitions and dispositions(b)
0.09
 0.06
 0.12
 0.33
Acquisitions and dispositions(b)
0.27 0.27 0.71 0.55 
Prepayment penalty(e)
0.08
 —
 0.08
 —
Interest on Brazil tax claim(f)
0.05
 —
 0.05
 —
Argentina highly inflationary impact(b)
Argentina highly inflationary impact(b)
0.24 0.21 0.50 0.36 
Change in allowance estimate(b)
Change in allowance estimate(b)
— (0.01)— 0.26 
Valuation allowance on tax credits(e)
Valuation allowance on tax credits(e)
0.09 0.07 0.14 (1.15)
Chile antitrust matter(b)
Chile antitrust matter(b)
— 0.01 0.01 0.01 
Income tax rate adjustment(c)
0.02
 (0.01) (0.04) 0.07
Income tax rate adjustment(c)
(0.08)(0.01)(0.15)(0.05)
Non-GAAP$0.83
 0.68
 2.06
 1.40
Non-GAAP$1.18 1.34 $2.36 2.53 


Amounts may not add due to rounding.


See page 4150 for footnote explanations.




52

LIQUIDITY AND CAPITAL RESOURCES


Overview


Cash flows from operating activities increased by $59.2improved $64.2 million in the first ninesix months of 20172023 as compared to the first ninesix months of 2016.2022. Cash used for investing activities increased by $207.5$42.1 million in the first ninesix months of 20172023 compared to the first ninesix months of 2016 as a result of business acquisitions, an increase in capital expenditures and higher marketable security purchase activity.2022. We financed our liquidity needs in the first ninesix months of 20172023 with existing cash flows from long-term debt.operations.


Operating Activities
Six Months
Ended June 30,		$
(In millions)20232022change
Cash flows from operating activities   
Operating activities - GAAP$105.3 41.1 64.2 
(Increase) decrease in restricted cash held for customers16.2 (3.5)19.7 
(Increase) decrease in customer obligations(a)
32.4 (5.3)37.7 
Operating activities - non-GAAP$153.9 32.3 121.6 
 Nine Months 
 Ended September 30,		 $
(In millions)2017 2016 change
Cash flows from operating activities     
Operating activities - GAAP$116.2
 57.0
 59.2
Venezuela operations(18.2) (14.0) (4.2)
(Increase) decrease in certain customer obligations(a)
(9.8) 14.9
 (24.7)
Operating activities - non-GAAP$88.2
 57.9
 30.3


(a)To adjust for the change in the balance of customer obligations related to cash received and processed in certain of our secure cash management services operations.  The title to this cash 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.
(a)To adjust for the change in the balance of customer obligations related to cash received and processed in certain of our secure Cash Management Services operations.  The title to this cash 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.


Non-GAAP cash flows from operating activities is a supplemental financial measure that is not required by, or presented in accordance with, GAAP. The purpose of this non-GAAP measure is to report financial information excluding cash flows from Venezuela operations,restricted cash held for customers and the impact of cash received and processed in certain of our Cash Management Services operations and withoutsecure cash flows from discontinuedmanagement services operations. We believe this measure is helpful in assessing cash flows from operations, enables period-to-period comparability and is useful in predicting future operating cash flows. This non-GAAP measure should not be considered as an alternative to cash flows from operating activities determined in accordance with GAAP and should be read in conjunction with our condensed consolidated statements of cash flows.


GAAP
Cash flows from operating activities increased by $59.2improved $64.2 million in the first ninesix months of 20172023 compared to the same period in 2016.2022. The increase was primarily dueattributed to higher operating profit, lower amounts paid for income taxes (we had $54.7 million in cash payments for income taxes in 2023 as compared to $70.5 million in 2022) and working capital changes, partially offset by higher amounts paid for interest (we had $110.0 million in cash payments for interest in 2023 as compared to $56.8 million in 2022), restricted cash held for customers (restricted cash held for customers decreased by $16.2 million in 2023 compared to an increase of $3.5 million in 2022), and changes in customer obligations ofrelated to certain of our secure Cash Management Servicescash management services operations (cash held for customers increased(customer obligations decreased by $9.8$32.4 million in the first nine months of 20172023 compared to a decreasean increase of $14.9$5.3 million in the same period in 2016), offset by increases in cash used for working capital.2022).


Non-GAAP
Non-GAAP cash flows from operating activities increased by $30.3improved $121.6 million in the first ninesix months of 20172023 as compared to the same period in 2016.2022. The increase was attributed to higher operating profit, lower amounts paid for income taxes and working capital changes, partially offset by higher amounts paid for interest.

53

Investing Activities
Six Months
Ended June 30,		$
(In millions)20232022change
Cash flows from investing activities   
Capital expenditures$(89.4)(83.4)(6.0)
Acquisitions, net of cash acquired— (14.0)14.0 
Dispositions, net of cash disposed1.1 — 1.1 
Marketable securities:
Purchases(44.5)(0.5)(44.0)
Sales0.9 1.1 (0.2)
Proceeds from sale of property and equipment1.0 2.0 (1.0)
Net change in loans held for investment(14.2)(7.7)(6.5)
Other(0.4)— (0.4)
Discontinued operations0.9 — 0.9 
Investing activities$(144.6)(102.5)(42.1)

Cash used in investing activities increased by $42.1 million in the first six months of 2023 versus the first six months of 2022. The increase was primarily due to higher operating profit offset by increases in cash usedpaid for working capital.marketable security purchases and net change in loans held for investment, as discussed in Note 13, partially offset by decreased payments for acquisitions.



Investing Activities
54
 Nine Months 
 Ended September 30,		 $
(In millions)2017 2016 change
Cash flows from investing activities     
Capital expenditures$(117.4) (72.4) (45.0)
Acquisitions(147.7) —
 (147.7)
Marketable securities:     
Purchases(35.0) (8.9) (26.1)
Sales21.2
 8.8
 12.4
Proceeds from sale of property and equipment1.4
 4.4
 (3.0)
Other1.1
 (0.8) 1.9
Investing activities$(276.4) (68.9) (207.5)


Cash used by investing activities increased by $207.5 million in the first nine months of 2017 versus the first nine months of 2016.  The increase was primarily due to business acquisitions in Argentina, Brazil, Chile and the U.S. for an aggregate purchase price, net of cash acquired, of $147.7 million, an increase in capital expenditures of $45.0 million and higher purchase activity of marketable securities ($26.1 million) during the first nine months of 2017.

Cash used by investing activities is expected to increase in the fourth quarter of 2017 as cash payments are made for the recently announced business acquisitions in Argentina and France. We expect to fund these acquisition payments largely through increased debt borrowings and, to a lesser extent, with the use of available cash and short-term marketable securities investments.

Capital expenditures and depreciation and amortization were as follows:
Six Months
Ended June 30,		$Full Year
(In millions)20232022change2022
Property and equipment acquired during the period    
Capital expenditures:(a)
    
North America$20.7 18.9 1.8 41.4 
Latin America21.8 23.2 (1.4)50.1 
Europe27.4 22.9 4.5 50.5 
Rest of World15.3 16.4 (1.1)34.4 
Corporate4.2 2.0 2.2 6.2 
Capital expenditures - GAAP and non-GAAP$89.4 83.4 6.0 182.6 
Financing leases:(b)
    
North America$32.8 16.0 16.8 46.3 
Latin America1.9 7.3 (5.4)10.9 
Europe10.3 16.0 (5.7)8.1 
Rest of World1.8 0.3 1.5 0.4 
Financing leases - GAAP and non-GAAP$46.8 39.6 7.2 65.7 
Total:    
North America$53.5 34.9 18.6 87.7 
Latin America23.7 30.5 (6.8)61.0 
Europe37.7 38.9 (1.2)58.6 
Rest of World17.1 16.7 0.4 34.8 
Corporate4.2 2.0 2.2 6.2 
Total property and equipment acquired$136.2 123.0 13.2 248.3 
Depreciation and amortization(a)
    
North America$35.8 34.3 1.5 69.1 
Latin America26.2 24.6 1.6 49.1 
Europe27.8 19.6 8.2 39.6 
Rest of World11.7 11.9 (0.2)23.6 
Corporate3.5 4.4 (0.9)8.4 
Depreciation and amortization - non-GAAP$105.0 94.8 10.2 189.8 
Argentina highly inflationary impact2.4 1.3 1.1 2.9 
Reorganization and Restructuring1.2 — 1.2 1.0 
Acquisitions and dispositions— — — 0.1 
Amortization of intangible assets28.6 25.2 3.4 52.0 
Depreciation and amortization - GAAP$137.2 121.3 15.9 245.8 
 Nine Months 
 Ended September 30,		 $ Full Year
(In millions)2017 2016 change 2016
Property and equipment acquired during the period       
Capital expenditures:(a)
       
North America$64.4
 30.6
 33.8
 42.0
South America23.3
 13.1
 10.2
 24.0
Rest of World20.7
 21.2
 (0.5) 32.2
Corporate6.6
 3.8
 2.8
 9.0
Capital expenditures - non-GAAP115.0
 68.7
 46.3
 107.2
Venezuela2.4
 3.7
 (1.3) 5.0
Capital expenditures - GAAP$117.4
 72.4
 45.0
 112.2
        
Capital leases:(b)
       
North America$29.1
 14.1
 15.0
 23.2
South America4.3
 4.8
 (0.5) 6.2
Capital leases - GAAP and non-GAAP$33.4
 18.9
 14.5
 29.4
        
Total:       
North America$93.5
 44.7
 48.8
 65.2
South America27.6
 17.9
 9.7
 30.2
Rest of World20.7
 21.2
 (0.5) 32.2
Corporate6.6
 3.8
 2.8
 9.0
Total property and equipment acquired excluding Venezuela148.4
 87.6
 60.8
 136.6
Venezuela2.4
 3.7
 (1.3) 5.0
Total property and equipment acquired$150.8
 91.3
 59.5
 141.6
        
Depreciation and amortization(a)
       
North America$50.7
 49.7
 1.0
 66.8
South America16.9
 14.1
 2.8
 19.0
Rest of World22.5
 22.4
 0.1
 29.8
Corporate8.7
 8.2
 0.5
 10.9
Depreciation and amortization - non-GAAP98.8
 94.4
 4.4
 126.5
Venezuela1.2
 0.4
 0.8
 0.7
Reorganization and Restructuring2.0
 —
 2.0
 0.8
Amortization of intangible assets4.4
 2.7
 1.7
 3.6
Depreciation and amortization - GAAP$106.4
 97.5
 8.9
 131.6
(a)Incremental depreciation related to highly inflationary accounting in Argentina, accelerated depreciation related to restructuring activities and acquisition-related integration activities, and amortization of acquisition-related intangible assets have been excluded from non-GAAP amounts.

(b)Represents the amount of property and equipment acquired using financing leases.  Because the assets are acquired without using cash, the acquisitions are not reflected in the condensed consolidated statements of cash flows.  Amounts are provided here to assist in the comparison of assets acquired in the current year versus prior years.



Non-GAAP capital expenditures and non-GAAP depreciation and amortization are supplemental financial measures that are not required by, or presented in accordance with GAAP. The purpose of these non-GAAP measures is to report financial information excluding incremental depreciation resulting from highly inflationary accounting in Argentina, accelerated depreciation from restructuring activities and acquisition-related integration activities, and amortization of acquisition-related intangible assets. We believe these measures are helpful in assessing capital expenditures and depreciation and amortization, enable period-to-period comparability and are useful in predicting future investing cash flows. These non-GAAP measures should not be considered as alternatives to capital expenditures and depreciation and amortization determined in accordance with GAAP and should be read in conjunction with our condensed consolidated statements of cash flows.
(a)Capital expenditures as well as depreciation and amortization related to Venezuela have been excluded from South America. In addition, accelerated depreciation related to Reorganization and Restructuring activities has been excluded from non-GAAP amounts. Amortization of acquisition-related intangible assets has also been excluded from non-GAAP amounts.
(b)Represents the amount of property and equipment acquired using capital leases.  Because the assets are acquired without using cash, the acquisitions are not reflected in the condensed consolidated cash flow statement.  Amounts are provided here to assist in the comparison of assets acquired in the current year versus prior years. Sale leaseback transactions are excluded from "Capital leases" in this table.


Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the period divided by the annual amount of depreciation, was 1.51.3 for the twelve12 months ending SeptemberJune 30, 20172023 compared to 1.11.4 for the twelve12 months ending SeptemberJune 30, 2016.2022.


Capital expenditures in the first ninesix months of 20172023 were primarily for cash devices, information technology, armored vehicles CompuSafes®, information technology and machinery and equipment.


55

Financing Activities


Six Months
Ended June 30,		$
(In millions)20232022change
Cash flows from financing activities  
Borrowings and repayments:  
Short-term borrowings$76.2 4.5 71.7 
Long-term revolving credit facilities, net(42.6)(0.3)(42.3)
Other long-term debt, net(33.2)170.7 (203.9)
Borrowings (repayments)0.4 174.9 (174.5)
Acquisition of noncontrolling interest(0.6)— (0.6)
Debt financing costs— (5.5)5.5 
Repurchase shares of Brink's common stock(17.5)— (17.5)
Dividends to:  
Shareholders of Brink’s(19.5)(18.9)(0.6)
Noncontrolling interests in subsidiaries(2.8)(2.8)— 
Acquisition-related financing activities:
Cash paid for acquisition related to settlements and obligations(9.7)(2.5)(7.2)
Tax withholdings associated with share-based compensation(6.9)(10.2)3.3 
Other2.3 1.5 0.8 
Financing activities$(54.3)136.5 (190.8)
 Nine Months 
 Ended September 30,		 $
(In millions)2017 2016 change
Cash flows from financing activities     
Borrowings and repayments:     
Short-term borrowings$(25.6) 39.9
 (65.5)
Long-term revolving credit facilities, net388.0
 25.0
 363.0
Other long-term debt, net(100.6) (30.6) (70.0)
Borrowings (repayments)261.8
 34.3
 227.5
      
Prepayment penalty(6.5) —
 (6.5)
Common stock issued—
 3.0
 (3.0)
Dividends to: 
  
 

Shareholders of Brink’s(20.1) (14.8) (5.3)
Noncontrolling interests in subsidiaries(3.5) (3.4) (0.1)
Proceeds from exercise of stock options2.7
 10.9
 (8.2)
Minimum tax withholdings associated with share-based compensation(10.0) (5.2) (4.8)
Other1.0
 1.8
 (0.8)
Financing activities$225.4
 26.6
 198.8


Debt borrowings and repayments
Cash flows from financing activities increaseddecreased by $198.8$190.8 million year over year as we had net cash used in financing activities of $54.3 million in the first ninesix months of 20172023 compared to net cash provided by financing activities of $136.5 million in the first six months of 2022. The change was driven primarily by a decrease in net borrowings compared to the first nine monthsprior year six month period. Additionally, we used $17.5 million to repurchase shares of 2016 as net borrowing on our revolving credit facilities exceeded net repayments of other long-term debt and short-term borrowings.common stock in 2023.


Dividends
We paid dividends to Brink’s shareholders of $0.42 per share or $19.5 million in the first six months of 2023 compared to $0.40 per share or $20.1$18.9 million in the first ninesix months of 2017 compared to $0.30 per share or $14.8 million in the first nine months of 2016.2022. Future dividends are dependent on our earnings, financial condition, shareholders’ equity levels, our cash flow and business requirements, as determined by the Board of Directors.






56

Reconciliation of Net Debt to U.S. GAAP Measures
June 30,December 31,
(In millions)20232022
Debt:  
Short-term borrowings$127.5 47.2 
Long-term debt3,341.1 3,355.6 
Total Debt3,468.6 3,402.8 
Less:  
Cash and cash equivalents890.1 972.0 
Amounts held by Cash Management Services operations(a)
(63.2)(85.2)
Cash and cash equivalents available for general corporate purposes826.9 886.8 
Net Debt(b)
$2,641.7 2,516.0 
 September 30, December 31,
(In millions)2017 2016
Debt:   
Short-term borrowings$144.0
 162.8
Long-term debt606.0
 280.4
Total Debt750.0
 443.2
      Restricted cash borrowings(a)
(24.8) (22.3)
Acquisition cash in escrow(b)
(72.1) —
Payable to sellers(c)
138.3
 —
            Total Debt without restricted cash borrowings791.4
 420.9
    
Less: 
  
Cash and cash equivalents241.8
 183.5
Amounts held by Cash Management Services operations(d)
(20.8) (9.8)
Cash and cash equivalents available for general corporate purposes221.0
 173.7
    
Net Debt$570.4
 247.2
(a)Title to cash received and processed in certain of our secure Cash Management Services operations 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 and in our computation of Net Debt.
(b)Included within Net Debt is net cash from our Argentina operations of $25 million at June 30, 2023 and $58 million at December 31, 2022 (see Note 1 to the condensed consolidated financial statements for a discussion of currency controls in Argentina).
(a)Restricted cash borrowings are related to cash borrowed under lending arrangements used in the process of managing customer cash supply chains, which is currently classified as restricted cash and not available for general corporate purposes.
(b)Related to cash being held in escrow for the purchase of the Temis group of companies in France. This cash is currently classified in prepaid expenses and other on the condensed consolidated balance sheet as it is due back to Brink's if the transaction is not executed. As such, we are reducing Net Debt for this amount until the transaction closes.
(c)The acquisitions of Maco Transportadora and Maco Litoral include future payments payable to the sellers, of which $103.6 million is included in accrued liabilities and $34.7 million is included in other long term liabilities as of September 30, 2017. See Note 5 for additional information. These amounts impact our future debt capacity and have therefore been adjusted in Net Debt.
(d)Title to cash received and processed in certain of our secure Cash Management Services operations 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 and in our computation of Net Debt.


Net Debt is a supplemental non-GAAP financial measure that is not required by or presented in accordance with GAAP. We use Net Debt as a measure of our financial leverage. We believe that investors also may find Net Debt to be helpful in evaluating our financial leverage. Net Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our condensed consolidated balance sheets. Set forth above is a reconciliation of Net Debt, a non-GAAP financial measure, to Debt, which is the most directly comparable financial measure calculated and reported in accordance with GAAP, as of SeptemberJune 30, 2017,2023, and December 31, 2016.  Net Debt excluding cash and debt in Venezuelan operations was $577 million at September 30, 2017, and $255 million at December 31, 2016.2022.


Net Debt increased by $323$126 million primarily due to fundincreased provisional credit from growth in our DRS line of business, acquisitionsincreased financing lease debt and other working capital needs including insurance and bonus payments.the use of cash to purchase marketable securities.


Liquidity Needs
Our operatingliquidity needs include not only the working capital requirements of our operations but also investments in our operations, business development activities, payments on outstanding debt, dividend payments and share repurchases.

Our liquidity needs are typically financed by cash from operations, short-term debt and the available borrowing capacity under our Revolving Credit Facility (our debt facilities are described below). We havein more detail in Note 9 to the condensed consolidated financial statements, including certain limitations and considerations related to the cash and borrowing capacity that are reported in our condensed consolidated financial statements.capacity). As of June 30, 2023, $379 million was available under the Revolving Credit Facility. Based on our current cash on hand, cash generated from operations, and amounts available under our credit facilities, and current projections of cash flows from operations, we believe that we will be able to meet our liquidity needs for more than the next twelve12 months.


Limitations on dividends from foreign subsidiaries. A significant portion of our operations are outside the U.S. which may make it difficult or costly to repatriate cash for use in the U.S.  See “Risk Factors” in Item 1A of our annual report on Form 10-K for the year ended December 31, 2016,2022, for more information on the risks associated with having businesses outside the U.S.


Incremental taxes.  OfOur conclusion that we will be able to fund our cash requirements for the $241.8 million ofnext 12 months by using existing capital resources, cash on hand, and cash equivalents at September 30, 2017, $210.8 million (inclusivegenerated from operations does not take into account any potential material worsening of $20.8 millioneconomic conditions, and material increases in inflation, that would adversely affect our business. The anticipated cash needs of amounts held by Cash Management Services operations)our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, or if other economic conditions change, such as material increases in inflation, from those currently prevailing or from those now anticipated, such as higher inflation or if other unexpected circumstances arise that may have a material effect on the cash flow or profitability of our business, including material negative changes in the health and welfare of our employees or changes in the condition of our customers or suppliers, and the operating performance or financial results of our business. Any of these events or circumstances, including any new business opportunities, could involve significant additional funding needs in excess of the identified currently available sources and could require us to raise additional debt or equity funding to meet those needs. Our ability to raise additional capital, if necessary, is held by subsidiariessubject to a variety of factors that we consider to be permanently investedcannot predict with certainty, including:
•our future profitability;
•the quality of our accounts receivable;
•our relative levels of debt and for which we do not expect to repatriate to equity;
•the U.S.  If we were to decide to repatriate this cash to the U.S., we may have to accruevolatility and pay additional income taxes.  Given the number of foreign operations and the complexitiesoverall condition of the tax law, it is not practical to estimate capital markets; and
•the potential tax liability, but the amount of taxes owed could be material depending on how and when the repatriation occurred.

Venezuela.  We have $6.0 million of cash and cash equivalents denominated in Venezuelan bolivars (as remeasured at the published DICOM rate of 3,345 bolivars to the U.S. dollar) at September 30, 2017.  We believe that the DICOM process to convert bolivars (as described in Note 1 to the condensed consolidated financial statements) is the only method for which we could repatriate U.S. dollars. The Venezuelan government has restricted conversions of bolivars into U.S. dollars in the past and may do so in the future. We did not repatriate any U.S. dollars from Venezuela in 2016 and have not done so to date in 2017.



Debt
 September 30, December 31,
(In millions)2017 2016
Debt:   
Short-term borrowings   
Uncommitted credit facilities10.3
 108.3
Unsecured term loan facility85.0
 —
Restricted cash borrowings(a)
24.8
 22.3
Other23.9
 32.2
Total short-term borrowings$144.0
 162.8
    
Long-term debt   
Bank credit facilities:   
Revolving Facility$445.7
 55.8
Private Placement Notes (b)
—
 85.6
Term loan (c)
61.7
 65.6
Multi-currency revolving facility4.1
 3.6
Other9.7
 2.8
Capital leases84.8
 67.0
Total long-term debt$606.0
 280.4
    
Total debt$750.0
 443.2
    
Included in:   
Current liabilities$175.6
 195.6
Noncurrent liabilities574.4
 247.6
Total debt$750.0
 443.2

(a)These amounts are for short-term borrowings related to cash borrowed under lending arrangements used in the process of managing customer cash supply chains, which is currently classified as restricted cash and not available for general corporate purposes.
(b)Amounts outstanding are net of unamortized debt costs of $0.1 million as of December 31, 2016.
(c)Amounts outstanding are net of unamortized debt costs of $0.1 million as of September 30, 2017 and $0.2 million as of December 31, 2016.

Short-Term Borrowings

Uncommitted Credit Facility
In February 2016, we entered into a $24 million uncommitted credit facility with an initial expiration date in February 2017. The facility was amended in February 2017, which extended the expiration date to February 2018. Interest on this facility is based on LIBOR plus a margin of 1.00%. As of September 30, 2017, $10 million was outstanding.

Unsecured Term Loan Facility
In August 2017, we entered into a 364-day senior unsecured delayed draw term loan facility in an aggregate principal amount of up to $100 million. Interest on this facility is based on LIBOR plus a margin, which ranges from 1.00% to 1.875% depending on either our credit rating or leverage ratio as defined within this facility. The margin was 1.375% at September 30, 2017. As of September 30, 2017, $85 million was outstanding.


Long-Term Debt

Revolving Facility
As of September 30, 2017, we had a $525 million unsecured multi-currency revolving bank credit facility (the “Revolving Facility”) that matures in March 2020. The Revolving Facility’s interest rate is based on LIBOR plus a margin or an alternate base rate plus a margin. The Revolving Facility allows us to borrow funds or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of September 30, 2017, $79 million was available under the Revolving Facility. Amounts outstanding under the Revolving Facility, as of September 30, 2017, were denominated primarily in U.S. dollars and to a lesser extent in euros.

The margin on LIBOR borrowings under the Revolving Facility, which can range from 1.0% to 1.70% depending on either our credit rating or leverage ratio as defined within the Revolving Facility, was 1.30% at September 30, 2017. The margin on alternate base rate borrowings under the Revolving Facility ranges from 0.0% to 0.70%. We also pay an annual facility fee on the Revolving Facility based on our credit rating or the leverage ratio. The facility fee can range from 0.125% to 0.30% and was 0.20% at September 30, 2017.



Private Placement Notes
In September 2017, we paid off our private placement notes for $86 million, which included $7 million in prepayment penalties.
Term Loan
We entered into a $75 million unsecured term loan in March 2015. Interest on this loan is based on LIBOR plus a margin of 1.75%. Monthly principal payments began April 2015 and continue through to maturity, with the remaining balance of $34 million due in March 2022. As of September 30, 2017, the principal amount outstanding was $62 million.

Multi-currency Revolving and Other Facilities
As of September 30, 2017, we had a $20 million unsecured multi-currency revolving bank credit facility, of which $11 million was available. As of September 30, 2017, we had funded debt of $4 million and undrawn letters of credit and guarantees of $5 million issued under the multi-currency revolving bank credit facility, which expires in March 2019. Interest on this facility is based on LIBOR plus a margin, which ranges from 1.0% to 1.7%. We also have the ability to borrow from other banks, at the banks' discretion, under short-term uncommitted agreements. Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.

Letter of Credit Facilities
We have a $40 million uncommitted letter of credit facility that expires in May 2018. As of September 30, 2017, $11 million was utilized. We have two unsecured letter of credit facilities totaling $94 million, of which approximately $39 million was available at September 30, 2017. At September 30, 2017, we had undrawn letters of credit and guarantees of $55 million issued under these letter of credit facilities. A $40 million facility expires in December 2018 and a $54 million facility expires in December 2019. The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and bank guarantees.

The Revolving Facility, the Notes, the unsecured multi-currency revolving bank credit facility, the uncommitted credit facilities, the letter of credit facilities and the unsecured term loan contain certain subsidiary guarantees and various financial and other covenants. The financial covenants, among other things, limit our total indebtedness, restrict certain payments to shareholders, limit priority debt, limit asset sales, limit the use of proceeds from asset sales, provide for a maximum leverage ratio and provide for minimum coverage of interest costs. These agreements do not provide for the acceleration of payments should our credit rating be reduced. If we were not to comply with the termsmarket prices of our various financing agreements, the repayment terms could be accelerated and the commitments could be withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other financing agreements. We were in compliance with all financial covenants at September 30, 2017.securities.

57
New Credit Facilities - Subsequent Event


Senior Secured Credit Facility
In October 2017, we entered into a new senior secured credit facility (the “Senior Secured Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, consisting of a $1 billion revolving credit facility and a $500 million term loan facility.

Loans under the Senior Secured Credit Facility mature five years after the closing date (October 17, 2022) and interest rates float based on the Company's consolidated net leverage levels. The obligations under the Senior Secured Credit Facility are secured by a first-priority lien on all or substantially all of the assets of the Company and certain of its domestic subsidiaries, including a first-priority lien on equity interests of certain of the Company’s direct and indirect subsidiaries. The Company and certain of its domestic subsidiaries also guarantee the obligations under the Senior Secured Credit Facility.

Senior Notes
In October 2017, we issued at par ten-year senior unsecured notes (the "Senior Notes") in the aggregate principal amount of $600 million. The Senior Notes will mature on October 15, 2027, bearing an annual interest rate of 4.625%. The Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.

The Senior Notes have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The aggregate proceeds from the Senior Secured Credit Facility and the Senior Notes were used in part to repay the existing Revolving Facility, the existing term loan, certain other existing indebtedness and certain fees and expenses related to the closing of the transactions. Remaining net proceeds are expected to be used for working capital needs, capital expenditures, acquisitions and other general corporate purposes.


Equity
At September 30, 2017,On October 27, 2021, we had 100 million sharesannounced that our Board of common stock authorized and approximately 50.5 million shares issued and outstanding.

In May 2017, our board of directorsDirectors authorized a $200$250 million share repurchase program whichthat expires on December 31, 2019.  We2023 (the "2021 Repurchase Program"). This authorization replaces our previous $250 million repurchase program, authorized by the Board in February 2020 (the "2020 Repurchase Program"), which expired on December 31, 2021, with no amount remaining available.

Under the 2021 Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares and, at September 30, 2017, $200 million remains available under this program.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 thethis program may be made in the open market, in privately negotiated transactions, or otherwise.




During the first six months ended June 30, 2023, we repurchased a total of 272,467 shares of our common stock for an aggregate of $17.5 million and an average price of $64.38 per share. These shares were retired upon repurchase. At June 30, 2023, $180 million remained available under the 2021 Repurchase Program.


Under the 2020 Repurchase Program, we entered into an accelerated share repurchase arrangement ("ASR") in the fourth quarter of 2021 and repurchased 1,742,160 shares in November 2021 in exchange for a $150 million upfront payment to a financial institution. Under this ASR, the purchase period had a scheduled termination date of June 1, 2022. In April 2022, the financial institution elected to early terminate this ASR and an additional 546,993 shares were repurchased. In total, 2,289,153 shares were repurchased under this ASR at an average repurchase price of $65.53.

U.S. Retirement Liabilities

Assumptions for U.S. Retirement Obligations
The amounts in the tables below are based on a variety of estimates, including actuarial assumptions as of the most recent measurement date. The assumptions used to estimate our U.S. retirement obligations can be found in our Annual Report on Form 10-K for the year ended December 31, 2022. The estimated amounts will change in the future to reflect payments made, investment returns, actuarial revaluations, and other changes in estimates.  Actual amounts could differ materially from the estimated amounts and will be updated at December 31, 2023.

Our most significant actuarial assumptions include:
•Changing discount rates and other assumptions in effect at measurement dates (normally December 31)
•Investment returns of plan assets
•Addition of new participants (historically immaterial due to freezing of pension benefits and exit from coal business)
•Mortality rates
•Change in laws

Funded Status of U.S. Retirement Plans
ActualActualProjected
(In millions)2022First half 20232nd half 20232024202520262027
Primary U.S. pension plan       
Beginning funded status$(65.8)(24.0)(16.5)(24.9)(24.7)(22.5)(8.5)
Net periodic pension credit(a)
26.0 7.5 7.6 14.0 12.1 10.0 8.3 
Payment from Brink’s— — — — — 11.7 11.5 
Benefit plan experience gain (loss)15.8 — (16.0)(13.8)(9.9)(7.7)(5.0)
Ending funded status$(24.0)(16.5)(24.9)(24.7)(22.5)(8.5)6.3 
UMWA plans       
Beginning funded status$(219.4)(94.9)(92.9)(95.7)(97.9)(100.4)(103.4)
Net periodic postretirement cost(a)
2.9 (0.5)(0.3)(2.2)(2.5)(3.0)(3.4)
Benefit plan experience gain58.5 — — — — — — 
Prior service credit(b)
66.7 — — — — — — 
Other(3.6)2.5 (2.5)— — — — 
Ending funded status$(94.9)(92.9)(95.7)(97.9)(100.4)(103.4)(106.8)
Black lung plans       
Beginning funded status$(101.3)(75.8)(74.0)(70.4)(65.3)(60.5)(56.1)
Net periodic postretirement cost(a)
(2.6)(1.9)(2.0)(3.6)(3.3)(3.1)(2.8)
Payment from Brink’s8.8 3.7 5.6 8.7 8.1 7.5 6.9 
Benefit plan experience gain19.3 — — — — — — 
Ending funded status$(75.8)(74.0)(70.4)(65.3)(60.5)(56.1)(52.0)

(a)Excludes amounts reclassified from accumulated other comprehensive income (loss).
(b)The UMWA plan was updated to move to a fully insured medical program through Medicare Advantage and a prior service credit has been established.

58
Funded Status of U.S. Retirement Plans
 Actual Actual Projected
(In millions)2016 Nine Months 2017 4th Quarter 2017 2018 2019 2020 2021
              
Primary U.S. pension plan   
  
  
  
  
  
Beginning funded status$(113.7) (107.8) (96.0) (93.5) (76.7) (59.1) (40.8)
Net periodic pension credit(a)
17.9
 13.8
 4.6
 18.7
 18.6
 18.3
 19.6
Payment from Brink’s—
 —
 —
 —
 —
 —
 13.1
Benefit plan experience loss(12.0) (2.0) (2.1) (1.9) (1.0) —
 —
Ending funded status$(107.8) (96.0) (93.5) (76.7) (59.1) (40.8) (8.1)
              
UMWA plans 
  
  
  
  
  
  
Beginning funded status$(205.7) (226.6) (227.7) (228.4) (230.0) (232.4) (235.6)
Net periodic postretirement cost(a)
(1.4) (1.3) (0.5) (1.6) (2.4) (3.2) (4.1)
Benefit plan experience loss(19.2) —
 —
 —
 —
 —
 —
Other(0.3) 0.2
 (0.2) —
 —
 —
 —
Ending funded status$(226.6) (227.7) (228.4) (230.0) (232.4) (235.6) (239.7)
              
Black lung plans 
  
  
  
  
  
  
Beginning funded status$(55.4) (57.2) (53.2) (53.3) (49.4) (45.7) (42.3)
Net periodic postretirement cost(a)
(2.3) (1.8) (0.6) (2.0) (1.8) (1.7) (1.5)
Payment from Brink’s8.1
 5.8
 0.5
 5.9
 5.5
 5.1
 4.7
Benefit plan experience loss(7.6) —
 —
 —
 —
 —
 —
Ending funded status$(57.2) (53.2) (53.3) (49.4) (45.7) (42.3) (39.1)


(a)Excludes amounts reclassified from accumulated other comprehensive income (loss).

Primary U.S. Pension Plan
Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005, and are not provided to employees hired after 2005 or to those covered by a collective bargaining agreement. We did not make cash contributions to the primary U.S. pension plan in 20162022 or the first ninesix months of 2017.2023. There are approximately 14,80010,700 beneficiaries in the plans.plan.


Based on our current assumptions, we do not expect to make any additional contributions until 2021.2026.


UMWA Plans
Retirement benefits related to former coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for UMWA Represented Employees. There arewere approximately3,6002,500 beneficiaries in the UMWA plans.plans as of December 31, 2022. The companyCompany does not expectneed to make additional contributions to these plans until 20272033 based on actuarial assumptions.


Black Lung
Under the Federal Black Lung Benefits Act of 1972, Brink’s is responsible for paying lifetime black lung benefits to miners and their dependents for claims filed and approved after June 30, 1973. There arewere approximately 750800 black lung beneficiaries.

Assumptions for U.S. Retirement Obligations
We have made various assumptions to estimate the amountbeneficiaries as of payments to be made in the future.  The most significant assumptions include:
Discount rates and other assumptions in effect at measurement dates (normally December 31)
Investment returns of plan assets
Addition of new participants (historically immaterial due to freezing of pension benefits and exit from coal business)
Mortality rates
Change in laws

The assumptions used to estimate our U.S. retirement obligations can be found in our Annual Report on Form 10-K for the year ended December 31, 2016.2022.



Summary of Expenses Related to All U.S. Retirement Liabilities through 20212027


This table summarizes actual and projected expense related to U.S. retirement liabilities.

ActualActualProjected
(In millions)2022First half 20232nd half 2023FY20232024202520262027
Primary U.S. pension plan$(1.9)(6.7)(6.9)(13.6)(8.7)(2.0)5.0 11.1 
UMWA plans2.5 (2.1)(3.0)(5.1)(2.5)(2.5)2.3 2.5 
Black lung plans9.8 4.2 4.3 8.5 7.8 7.3 6.8 6.3 
Total$10.4 (4.6)(5.6)(10.2)(3.4)2.8 14.1 19.9 

 Actual Actual Projected
(In millions)2016 Nine Months 2017 4th Quarter 2017 FY2017 2018 2019 2020 2021
Primary U.S. pension plan$6.8
 4.7
 1.4
 6.1
 4.8
 4.0
 3.8
 0.1
UMWA plans14.8
 12.4
 4.4
 16.8
 13.8
 13.8
 13.9
 14.2
Black lung plans7.3
 6.2
 2.2
 8.4
 6.6
 4.6
 4.2
 3.9
Total$28.9
 23.3
 8.0
 31.3
 25.2
 22.4
 21.9
 18.2

Summary of Payments from Brink’s to U.S. Plans and Payments from U.S. Plans to Participants through 20212027


This table summarizes actual and projected payments:
payments from Brink’s to U.S. retirement plans and
from the plans to participants.

ActualActualProjected
(In millions)2022First half 20232nd half 2023FY20232024202520262027
Payments from Brink’s to U.S. Plans        
Primary U.S. pension plan$— — — — — — 11.7 11.5 
Black lung plans8.8 3.7 5.6 9.3 8.7 8.1 7.5 6.9 
Total$8.8 3.7 5.6 9.3 8.7 8.1 19.2 18.4 
Payments from U.S. Plans to participants                
Primary U.S. pension plan$44.4 22.3 25.8 48.1 48.0 48.0 48.0 47.7 
UMWA plans20.3 10.3 9.7 20.0 19.9 19.8 19.6 19.5 
Black lung plans8.8 3.7 5.6 9.3 8.7 8.1 7.5 6.9 
Total$73.5 36.3 41.1 77.4 76.6 75.9 75.1 74.1 

 Actual Actual Projected
(In millions)2016 Nine Months 2017 4th Quarter 2017 FY2017 2018 2019 2020 2021
Payments from Brink’s to U.S. Plans   
  
    
  
  
  
Primary U.S. pension plan$—
 —
 —
 —
 —
 —
 —
 13.1
Black lung plans8.1
 5.8
 0.5
 6.3
 5.9
 5.5
 5.1
 4.7
Total$8.1
 5.8
 0.5
 6.3
 5.9
 5.5
 5.1
 17.8
                
Payments from U.S. Plans to participants  
   
   
   
   
   
   
   
Primary U.S. pension plan$47.1
 35.6
 14.3
 49.9
 50.2
 50.5
 50.7
 50.8
UMWA plans31.7
 24.4
 7.5
 31.9
 31.9
 31.7
 32.7
 31.9
Black lung plans8.1
 5.8
 0.5
 6.3
 5.9
 5.5
 5.1
 4.7
Total$86.9
 65.8
 22.3
 88.1
 88.0
 87.7
 88.5
 87.4


The amounts in the tables above are based on a variety of estimates, including actuarial assumptions as of the most recent measurement date.  The estimated amounts will change in the future to reflect payments made, investment returns, actuarial revaluations, and other changes in estimates.  Actual amounts could differ materially from the estimated amounts.

Contingent Matters
See Note 1214 to the condensed consolidated financial statements for information about contingent matters at SeptemberJune 30, 2017.2023.

59



Item 3. Quantitative and Qualitative Disclosures About Market Risk


We serve customers in more than 100 countries, including 4152 countries where we operate subsidiaries. These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. In addition, we consume various commodities in the normal course of business, exposing us to the effects of changes in the prices of such commodities. These financial and commodity exposures are monitored and managed by us as an integral part of our overall risk management program. Our risk management program seeks to reduce the potentially adverse effects that the volatility of certain markets may have on our operating results. We have not had any material change in our market risk exposures in the ninesix months ended SeptemberJune 30, 2017.2023.


Item 4. Controls and Procedures


Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and our Executive Vice President and Chief Financial Officer (“CFO”), who is our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, as of the end of the period covered by this report, our CEO and CFO concluded that the material weakness previously identified in Item 9A. "Controls and Procedures" of our Annual Report on Form 10-K for the year ended December 31, 2022 was still present as of June 30, 2023. Based on that material weakness, and the evaluation of our disclosure controls and procedures, are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO concluded that our disclosure controls and procedures were not effective as appropriate, to allow timely decisions regarding required disclosure.of June 30, 2023.


Notwithstanding the material weakness in our internal control over financial reporting, we have concluded that the condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Changes in internal control over financial reporting.
There has been no change in our internal control over financial reporting during the quarter ended SeptemberJune 30, 20172023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Forward-looking information
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-lookingforward looking information. Forward-looking information in this document includes, but is not limited to, statements concerning: the scope,ability to remediate the material weakness in our internal control over financial reporting; costs associated with labor rate increases related to future payments to the Maco Transportadora and Maco Litoral unions; difficulty in repatriating cash; continued strengthening of the U.S. dollar; anticipated savings, costs and other impacts of our Reorganizationreorganization and Restructuringrestructuring activities, including 2022 global restructuring activities; our ability to consummate acquisitions and integrate their operations successfully; collection of receivables related to the repatriationinternal loss in the U.S. global services operations; support for our Venezuela business; changes in allowance calculation methods; the impact of cash fromforeign currency forward and swap contracts; our Venezuelan operations; the anticipated financial effect of pending litigation; the use of cash and short-term investments to fund business acquisitions;effective tax rate; realization of deferred tax assets; our effectivethe impact of foreign tax rate; taxes on repatriated earnings; future pension obligations;credit regulations; the ability to meet liquidity needs; expenses and payouts for the U.S. retirement plans and the non-U.S. pension plans and the expected long-term rate of return and funded status of the primary pension plan; expected liability for and future contributions to the UMWA 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 our ability to obtain U.S. dollars in Venezuela.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, inflation and changes in interest rates;
•seasonality, pricing and other competitive industry factors;
•investment in information technology and its impact on revenue and profit growth;
•our ability to maintain an effective IT infrastructure and safeguard confidential information;information, including from a cybersecurity incident;
•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), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company'sour financial results as a result of jurisdictionsjurisdictions' 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 (including the ongoing COVID-19 pandemic and related impacts and restrictions on the actions of businesses and consumers, including suppliers and customers), acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce; 
•anticipated cash needs in light of our current liquidity position and the impact of COVID-19 on our liquidity;
60

•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 (including those in the home security industry) 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 environmentalother liabilities in connection with former coal operations, including black lung claims;
•the impact of the 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 outcome of pending and future claims, litigation, and administrative proceedings;
•public perception of our business, reputation and reputation;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 1A of our Annual Report on Form 10-K for the period ended December 31, 20162022 and in our other public filings with the Securities and Exchange Commission. The forward looking 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.






61

Part II - Other Information
Item 1.  Legal Proceedings


For a discussion of legal proceedings, see Note 1214 to the condensed consolidated financial statements, “Contingent Matters,” in Part I, Item 1 of this Form 10-Q.



Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about common stock repurchases by the Company during the quarter ended June 30, 2023:
Period(a) Total Number of Shares Purchased(b) Average Price Paid per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
April 1 through
April 30, 2023— $— — $181,794,030 
May 1 through
May 31, 202325,045 
60.29(1)
25,045 180,284,154 
June 1 through
June 30, 2023— — — 180,284,154 

(1)In the fourth quarter of 2021, we entered into a $250 million share repurchase program that expires on December 31, 2023. Shares repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise. In July 2022, the Company entered into an agreement to repurchase shares of common stock in the open market. In the second quarter of 2023, a total of 25,045 shares of common stock was repurchased for an aggregate of $1.5 million and an average price of $60.29 per share.


Item 5.  Other Information

During the three months ended June 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act.
62

Item 6.  Exhibits


Exhibit
Number
10.1
31.1
31.2
32.1
32.2
101
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended SeptemberJune 30, 2017,2023, furnished in XBRL (eXtensibleInline eXtensible Business Reporting Language)Language (iXBRL)).
The instance document does not appear in the interactive data file because its iXBRL tags are embedded within the iXBRL document.
 
Attached as Exhibit 101 to this report are the following documents formatted in XBRL:iXBRL:  (i) the Condensed Consolidated Balance Sheets at SeptemberJune 30, 2017,2023, and December 31, 2016,2022, (ii)  the Condensed Consolidated Statements of Operations for the three and six months ended SeptemberJune 30, 20172023 and 2016,2022, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended SeptemberJune 30, 20172023 and 2016,2022, (iv) the Condensed Consolidated Statements of Equity for the threesix months ended SeptemberJune 30, 20172023 and 2016,2022, (v) the Condensed Consolidated Statements of Cash Flows for the threesix months ended SeptemberJune 30, 20172023 and 20162022 and (vi) the Notes to the Condensed Consolidated Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
104Cover Page Interactive Data File, formatted in iXBRL (included within Exhibit 101).




63

SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




THE BRINK’S COMPANY
October 25, 2017August 9, 2023
By: /s/ Ronald J. DomanicoKurt B. McMaken
Ronald J. DomanicoKurt B. McMaken
(Executive Vice President and
Chief Financial Officer)
(principal financial officer)


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