UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2022~~March 31, 2023

☐ 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)


Virginia						54-1317776
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	BCO	New 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ 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 ☒

As of ~~July 29, 2022, 47,243,130~~May 5, 2023, 46,425,367 shares of $1 par value common stock were outstanding.

Part I - Financial Information

Item 1. Financial Statements

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


(In millions, except for per share amounts)	(In millions, except for per share amounts)	June 30, 2022		December 31, 2021	(In millions, except for per share amounts)	March 31, 2023		December 31, 2022
ASSETS	ASSETS				ASSETS
Current assets:	Current assets:				Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	743.3	710.3	Cash and cash equivalents	$	816.6	972.0
Restricted cash	Restricted cash	358.6		376.4	Restricted cash	401.8		438.5
Accounts receivable, net	Accounts receivable, net	824.6		701.8	Accounts receivable, net	876.9		862.2
Prepaid expenses and other	Prepaid expenses and other	295.8		211.0	Prepaid expenses and other	352.8		324.7

Total current assets	Total current assets	2,222.3		1,999.5	Total current assets	2,448.1		2,597.4

Right-of-use assets, net	Right-of-use assets, net	312.5		299.1	Right-of-use assets, net	322.3		314.5
Property and equipment, net	Property and equipment, net	850.0		865.6	Property and equipment, net	953.5		935.3
Goodwill	Goodwill	1,379.8		1,411.7	Goodwill	1,459.2		1,450.9
Other intangibles	Other intangibles	469.9		491.2	Other intangibles	526.7		535.5
Deferred tax assets, net	Deferred tax assets, net	288.4		239.4	Deferred tax assets, net	249.2		246.2
Other	Other	300.2		260.2	Other	294.1		286.2

Total assets	Total assets	$	5,823.1	5,566.7	Total assets	$	6,253.1	6,366.0

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY				LIABILITIES AND EQUITY

Current liabilities:	Current liabilities:				Current liabilities:
Short-term borrowings	Short-term borrowings	$	14.0	9.8	Short-term borrowings	$	94.1	47.2
Current maturities of long-term debt	Current maturities of long-term debt	84.2		115.2	Current maturities of long-term debt	86.6		82.4
Accounts payable	Accounts payable	222.0		211.2	Accounts payable	248.7		296.5
Accrued liabilities	Accrued liabilities	867.4		877.3	Accrued liabilities	985.7		1,019.4
Restricted cash held for customers	Restricted cash held for customers	184.2		215.5	Restricted cash held for customers	187.5		229.3
Total current liabilities	Total current liabilities	1,371.8		1,429.0	Total current liabilities	1,602.6		1,674.8

Long-term debt	Long-term debt	3,060.9		2,841.7	Long-term debt	3,190.2		3,273.2
Accrued pension costs	Accrued pension costs	198.8		219.3	Accrued pension costs	131.9		131.0
Retirement benefits other than pensions	Retirement benefits other than pensions	317.1		322.2	Retirement benefits other than pensions	169.5		174.5
Lease liabilities	Lease liabilities	259.2		241.8	Lease liabilities	257.3		249.9
Deferred tax liabilities	Deferred tax liabilities	47.8		49.2	Deferred tax liabilities	63.2		67.8
Other	Other	200.8		210.9	Other	233.4		224.6
Total liabilities	Total liabilities	5,456.4		5,314.1	Total liabilities	5,648.1		5,795.8

Commitments and contingent liabilities (notes 4, 8 and 14)	Commitments and contingent liabilities (notes 4, 8 and 14)	0		0	Commitments and contingent liabilities (notes 4, 8 and 14)

Equity:	Equity:				Equity:
The Brink's Company ("Brink's") shareholders:	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:				Common stock, par value $1 per share:
Shares authorized: 100.0	Shares authorized: 100.0				Shares authorized: 100.0
Shares issued and outstanding: 2022 - 47.2; 2021 - 47.4		47.2		47.4
Shares issued and outstanding: 2023 - 46.4; 2022 - 46.3					Shares issued and outstanding: 2023 - 46.4; 2022 - 46.3	46.4		46.3
Capital in excess of par value	Capital in excess of par value	676.1		670.6	Capital in excess of par value	686.4		684.1
Retained earnings	Retained earnings	408.8		312.9	Retained earnings	410.7		417.2
Accumulated other comprehensive loss		(891.6)		(907.9)
Accumulated other comprehensive income (loss)					Accumulated other comprehensive income (loss)	(664.7)		(700.5)
Brink’s shareholders	Brink’s shareholders	240.5		123.0	Brink’s shareholders	478.8		447.1

Noncontrolling interests	Noncontrolling interests	126.2		129.6	Noncontrolling interests	126.2		123.1

Total equity	Total equity	366.7		252.6	Total equity	605.0		570.2

Total liabilities and equity	Total liabilities and equity	$	5,823.1	5,566.7	Total liabilities and equity	$	6,253.1	6,366.0

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
(In millions, except for per share amounts)	(In millions, except for per share amounts)	2022		2021	2022		2021	(In millions, except for per share amounts)		2023		2022

Revenues	Revenues	$	1,133.9	1,048.8	$	2,207.9	2,026.5	Revenues		$	1,185.4	1,074.0

Costs and expenses:	Costs and expenses:							Costs and expenses:
Cost of revenues	Cost of revenues	867.5		819.2	1,707.2		1,578.0	Cost of revenues		920.3		839.7
Selling, general and administrative expenses	Selling, general and administrative expenses	167.5		155.8	339.1		310.1	Selling, general and administrative expenses		177.0		171.6
Total costs and expenses	Total costs and expenses	1,035.0		975.0	2,046.3		1,888.1	Total costs and expenses		1,097.3		1,011.3
Other operating income (expense)	Other operating income (expense)	(2.4)		(0.5)	(2.7)		(3.4)	Other operating income (expense)		(8.3)		(0.3)

Operating profit	Operating profit	96.5		73.3	158.9		135.0	Operating profit		79.8		62.4

Interest expense	Interest expense	(32.4)		(28.2)	(60.3)		(55.4)	Interest expense		(46.6)		(27.9)
Interest and other nonoperating income (expense)	Interest and other nonoperating income (expense)	3.4		4.6	2.1		(0.9)	Interest and other nonoperating income (expense)		4.7		(1.3)
Income from continuing operations before tax	Income from continuing operations before tax	67.5		49.7	100.7		78.7	Income from continuing operations before tax		37.9		33.2
Provision (benefit) for income taxes	Provision (benefit) for income taxes	29.3		22.7	(11.8)		36.3	Provision (benefit) for income taxes		20.3		(41.1)

Income from continuing operations	Income from continuing operations	38.2		27.0	112.5		42.4	Income from continuing operations		17.6		74.3

Loss from discontinued operations, net of tax		(0.1)		(0.1)	(0.2)		(0.1)
Income (loss) from discontinued operations, net of tax								Income (loss) from discontinued operations, net of tax		0.7		(0.1)

Net income	Net income	38.1		26.9	112.3		42.3	Net income		18.3		74.2
Less net income attributable to noncontrolling interests	Less net income attributable to noncontrolling interests	3.0		3.0	5.9		5.7	Less net income attributable to noncontrolling interests		3.3		2.9

Net income attributable to Brink’s	Net income attributable to Brink’s	35.1		23.9	106.4		36.6	Net income attributable to Brink’s		15.0		71.3

Amounts attributable to Brink’s	Amounts attributable to Brink’s							Amounts attributable to Brink’s
Continuing operations	Continuing operations	35.2		24.0	106.6		36.7	Continuing operations		14.3		71.4
Discontinued operations	Discontinued operations	(0.1)		(0.1)	(0.2)		(0.1)	Discontinued operations		0.7		(0.1)

Net income attributable to Brink’s	Net income attributable to Brink’s	$	35.1	23.9	$	106.4	36.6	Net income attributable to Brink’s		$	15.0	71.3

Income per share attributable to Brink’s common shareholders(a):	Income per share attributable to Brink’s common shareholders(a):							Income per share attributable to Brink’s common shareholders(a):
Basic:	Basic:							Basic:
Continuing operations	Continuing operations	$	0.74	0.48	$	2.24	0.73	Continuing operations		$	0.31	1.50

Discontinued operations								Discontinued operations		0.01		—
Net income	Net income	$	0.74	0.48	$	2.23	0.73	Net income		$	0.32	1.49

Diluted:	Diluted:							Diluted:
Continuing operations	Continuing operations	$	0.73	0.47	$	2.22	0.73	Continuing operations		$	0.30	1.48

Discontinued operations								Discontinued operations		0.01		—
Net income	Net income	$	0.73	0.47	$	2.21	0.72	Net income		$	0.32	1.48

Weighted-average shares	Weighted-average shares							Weighted-average shares
Basic	Basic	47.4		50.0	47.6		49.9	Basic		46.7		47.8
Diluted	Diluted	47.8		50.5	48.0		50.5	Diluted		47.4		48.3

Cash dividends paid per common share	Cash dividends paid per common share	$	0.20	0.20	$	0.40	0.35	Cash dividends paid per common share		$	0.20	0.20

(a) Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
(In millions)	(In millions)	2022		2021	2022		2021	(In millions)		2023		2022

Net income	Net income	$	38.1	26.9	$	112.3	42.3	Net income		$	18.3	74.2

Benefit plan adjustments:	Benefit plan adjustments:							Benefit plan adjustments:
Benefit plan actuarial gains	Benefit plan actuarial gains	12.7		14.6	23.2		14.4	Benefit plan actuarial gains		3.1		10.5
Benefit plan prior service costs	Benefit plan prior service costs	(1.2)		(0.5)	(2.5)		(1.8)	Benefit plan prior service costs		(3.0)		(1.3)

Total benefit plan adjustments	Total benefit plan adjustments	11.5		14.1	20.7		12.6	Total benefit plan adjustments		0.1		9.2

Foreign currency translation adjustments	Foreign currency translation adjustments	(62.6)		37.9	(30.5)		(8.1)	Foreign currency translation adjustments		43.4		32.1
Unrealized net losses on available-for-sale securities	Unrealized net losses on available-for-sale securities	(0.3)		—	(0.7)		—	Unrealized net losses on available-for-sale securities		(1.9)		(0.4)
Gains on cash flow hedges		11.8		2.7	25.2		9.9
Other comprehensive income (loss) before tax		(39.6)		54.7	14.7		14.4
Provision for income taxes		—		5.2	4.9		7.7
Gains (losses) on cash flow hedges								Gains (losses) on cash flow hedges		(8.7)		13.4
Other comprehensive income before tax								Other comprehensive income before tax		32.9		54.3
Provision (benefit) for income taxes								Provision (benefit) for income taxes		(3.1)		4.9

Other comprehensive income (loss)		(39.6)		49.5	9.8		6.7
Other comprehensive income								Other comprehensive income		36.0		49.4

Comprehensive income (loss)		(1.5)		76.4	122.1		49.0
Less comprehensive income (loss) attributable to noncontrolling interests		(2.0)		3.3	(0.6)		3.9
Comprehensive income								Comprehensive income		54.3		123.6
Less comprehensive income attributable to noncontrolling interests								Less comprehensive income attributable to noncontrolling interests		3.5		1.4

Comprehensive income (loss) attributable to Brink's		$	0.5	73.1	$	122.7	45.1
Comprehensive income attributable to Brink's								Comprehensive income attributable to Brink's		$	50.8	122.2

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)

Six Months ended June 30, 2022
(In millions) Shares
Common
Stock
Capital in Excess of Par Value
Retained
Earnings
AOCI*
Noncontrolling
Interests
Total
Balance as of December 31, 2021 47.4 $ 47.4 670.6 312.9 (907.9) 129.6 252.6
Net income — — — 71.3 — 2.9 74.2
Other comprehensive income (loss) — — — — 50.9 (1.5) 49.4
Dividends to:
Brink’s common shareholders ($0.20 per share) — — — (9.5) — — (9.5)
Noncontrolling interests — — — — — (1.2) (1.2)
Share-based compensation:
Stock awards and options:
Compensation expense — — 7.1 — — — 7.1
Other share-based benefit transactions 0.2 0.2 (3.0) — — — (2.8)
Balance as of March 31, 2022 47.6 $ 47.6 674.7 374.7 (857.0) 129.8 369.8
Net income — — — 35.1 — 3.0 38.1
Other comprehensive loss — — — — (34.6) (5.0) (39.6)
Shares repurchased (0.5) (0.5) (8.0) 8.5 — — —
Dividends to:
Brink’s common shareholders ($0.20 per share) — — — (9.4) — — (9.4)
Noncontrolling interests — — — — — (1.6) (1.6)
Share-based compensation:
Stock awards and options:
Compensation expense — — 14.9 — — — 14.9
Other share-based benefit transactions 0.1 0.1 (5.5) (0.1) — — (5.5)
Balance as of June 30, 2022 47.2 $ 47.2 676.1 408.8 (891.6) 126.2 366.7

* Accumulated other comprehensive income (loss)


		Six Months ended June 30, 2021									Three Months ended March 31, 2023
(In millions)	(In millions)	Shares	Common Stock		Capital in Excess of Par Value	Retained Earnings	AOCI*	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, 2020		49.5	$	49.5	671.8	407.5	(1,000.0)	73.7	202.5
Cumulative effect of change in accounting principle(a)		—	—		—	0.5	—	—	0.5
Net income		—	—		—	12.7	—	2.7	15.4
Other comprehensive loss		—	—		—	—	(40.7)	(2.1)	(42.8)
Balance as of December 31, 2022										Balance as of December 31, 2022	46.3	$	46.3	684.1	417.2	(700.5)	123.1	570.2

Dividends to:
Brink’s common shareholders ($0.15 per share)		—	—		—	(7.4)	—	—	(7.4)
Noncontrolling interests		—	—		—	—	—	(0.4)	(0.4)
Share-based compensation:
Stock awards and options:
Compensation expense		—	—		7.6	—	—	—	7.6
Consideration from exercise of stock options		—	—		2.3	—	—	—	2.3

Other share-based benefit transactions		0.2	0.2		(4.2)	—	—	—	(4.0)
Acquisitions with noncontrolling interests		—	—		—	—	—	51.4	51.4
Balance as of March 31, 2021		49.7	$	49.7	677.5	413.3	(1,040.7)	125.3	225.1
Net income	Net income	—	—		—	23.9	—	3.0	26.9	Net income	—	—		—	15.0	—	3.3	18.3
Other comprehensive income	Other comprehensive income	—	—		—	—	49.2	0.3	49.5	Other comprehensive income	—	—		—	—	35.8	0.2	36.0

Shares repurchased										Shares repurchased	(0.2)	(0.2)		(3.8)	(12.0)	—	—	(16.0)
Dividends to:	Dividends to:									Dividends to:
Brink’s common shareholders ($0.20 per share)	Brink’s common shareholders ($0.20 per share)	—	—		—	(10.0)	—	—	(10.0)	Brink’s common shareholders ($0.20 per share)	—	—		—	(9.3)	—	—	(9.3)
Noncontrolling interests	Noncontrolling interests	—	—		—	—	—	(1.1)	(1.1)	Noncontrolling interests	—	—		—	—	—	(0.4)	(0.4)
Share-based compensation:	Share-based compensation:									Share-based compensation:
Stock awards and options:	Stock awards and options:									Stock awards and options:
Compensation expense	Compensation expense	—	—		11.1	—	—	—	11.1	Compensation expense	—	—		10.9	—	—	—	10.9

Other share-based benefit transactions	Other share-based benefit transactions	0.1	0.1		(0.1)	—	—	—	—	Other share-based benefit transactions	0.3	0.3		(4.8)	(0.2)	—	—	(4.7)

Acquisitions with noncontrolling interests		—	—		—	—	—	1.1	1.1

Balance as of June 30, 2021		49.8	$	49.8	688.5	427.2	(991.5)	128.6	302.6
Balance as of March 31, 2023										Balance as of March 31, 2023	46.4	$	46.4	686.4	410.7	(664.7)	126.2	605.0

~~(a)~~
~~Effective January 1, 2021, we adopted the provisions of ASU 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.~~ ~~We recognized a cumulative effect adjustment to January 1, 2021 retained earnings as a result of adopting this standard. See Note 1 for further details.~~


	Three Months ended March 31, 2022
(In millions)	Shares	Common Stock		Capital in Excess of Par Value	Retained Earnings	AOCI*	Noncontrolling Interests	Total
Balance as of December 31, 2021	47.4	$	47.4	670.6	312.9	(907.9)	129.6	252.6

Net income	—	—		—	71.3	—	2.9	74.2
Other comprehensive income (loss)	—	—		—	—	50.9	(1.5)	49.4


Dividends to:
Brink’s common shareholders ($0.20 per share)	—	—		—	(9.5)	—	—	(9.5)
Noncontrolling interests	—	—		—	—	—	(1.2)	(1.2)
Share-based compensation:
Stock awards and options:
Compensation expense	—	—		7.1	—	—	—	7.1


Other share-based benefit transactions	0.2	0.2		(3.0)	—	—	—	(2.8)

Balance as of March 31, 2022	47.6	$	47.6	674.7	374.7	(857.0)	129.8	369.8

* Accumulated other comprehensive income (loss)

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Six Months Ended June 30,				Three Months Ended March 31,
(In millions)	(In millions)	2022		2021	(In millions)	2023		2022
Cash flows from operating activities:	Cash flows from operating activities:				Cash flows from operating activities:
Net income	Net income	$	112.3	42.3	Net income	$	18.3	74.2
Adjustments to reconcile net income to net cash used by operating activities:
Loss from discontinued operations, net of tax		0.2		0.1
Adjustments to reconcile net income to net cash used in operating activities:					Adjustments to reconcile net income to net cash used in operating activities:
(Gain) loss from discontinued operations, net of tax					(Gain) loss from discontinued operations, net of tax	(0.7)		0.1
Depreciation and amortization	Depreciation and amortization	121.3		116.5	Depreciation and amortization	67.6		61.0
Share-based compensation expense	Share-based compensation expense	22.0		18.7	Share-based compensation expense	10.9		7.1
Deferred income taxes	Deferred income taxes	(55.9)		(5.1)	Deferred income taxes	(0.2)		(58.2)

(Gain) loss on sale of property, equipment and marketable securities		0.6		(13.2)

Loss on sale of property, equipment and marketable securities					Loss on sale of property, equipment and marketable securities	0.1		0.2
Loss on business dispositions					Loss on business dispositions	2.0		—

Impairment losses	Impairment losses	3.0		2.5	Impairment losses	3.7		2.1
Retirement benefit funding (more) less than expense:	Retirement benefit funding (more) less than expense:				Retirement benefit funding (more) less than expense:
Pension	Pension	(4.0)		4.3	Pension	(2.3)		(0.3)
Other than pension	Other than pension	1.0		7.8	Other than pension	(5.6)		2.0
Remeasurement losses due to Argentina currency devaluations	Remeasurement losses due to Argentina currency devaluations	13.4		5.0	Remeasurement losses due to Argentina currency devaluations	9.8		4.9
Other operating	Other operating	26.7		(5.8)	Other operating	9.0		18.4
Changes in operating assets and liabilities, net of effects of acquisitions:	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		(178.8)		(36.5)
Accounts payable, income taxes payable and accrued liabilities		50.0		3.9
Restricted cash held for customers		3.5		(36.3)
Customer obligations		5.3		8.3
Prepaid and other current assets		(61.9)		(28.3)
Increase in accounts receivable and income taxes receivable					Increase in accounts receivable and income taxes receivable	(4.6)		(81.1)
Decrease in accounts payable, income taxes payable and accrued liabilities					Decrease in accounts payable, income taxes payable and accrued liabilities	(81.1)		(4.8)
Decrease in restricted cash held for customers					Decrease in restricted cash held for customers	(43.7)		(52.5)
Increase (decrease) in customer obligations					Increase (decrease) in customer obligations	(9.6)		(0.1)
Increase in prepaid and other current assets					Increase in prepaid and other current assets	(21.8)		(48.4)
Other	Other	(17.6)		(3.2)	Other	3.1		(0.9)

Net cash provided by operating activities		41.1		81.0
Net cash used in operating activities					Net cash used in operating activities	(45.1)		(76.3)
Cash flows from investing activities:	Cash flows from investing activities:				Cash flows from investing activities:
Capital expenditures	Capital expenditures	(83.4)		(73.2)	Capital expenditures	(45.2)		(37.0)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(14.0)		(310.2)	Acquisitions, net of cash acquired	—		(11.4)

Dispositions, net of cash disposed					Dispositions, net of cash disposed	1.1		—
Marketable securities:	Marketable securities:				Marketable securities:
Purchases	Purchases	(0.5)		—	Purchases	(3.2)		(0.5)
Sales	Sales	1.1		0.9	Sales	0.3		0.5
Cash proceeds from sale of property and equipment	Cash proceeds from sale of property and equipment	2.0		3.4	Cash proceeds from sale of property and equipment	0.3		1.2

Net change in loans held for investment	Net change in loans held for investment	(7.7)		—	Net change in loans held for investment	(10.5)		(4.8)
Acquisition of customer contracts		—		(0.8)

Net cash used by investing activities		(102.5)		(379.9)
Other					Other	(0.4)		—

Net cash used in investing activities					Net cash used in investing activities	(57.6)		(52.0)
Cash flows from financing activities:	Cash flows from financing activities:				Cash flows from financing activities:
Borrowings (repayments) of debt:	Borrowings (repayments) of debt:				Borrowings (repayments) of debt:
Short-term borrowings	Short-term borrowings	4.5		0.3	Short-term borrowings	44.7		3.4

Long-term revolving credit facilities:	Long-term revolving credit facilities:				Long-term revolving credit facilities:
Borrowings	Borrowings	3,039.0		1,240.3	Borrowings	1,961.1		1,288.7
Repayments	Repayments	(3,039.3)		(852.5)	Repayments	(2,044.1)		(1,153.0)
Other long-term debt:	Other long-term debt:				Other long-term debt:
Borrowings	Borrowings	212.7		2.8	Borrowings	0.3		3.9
Repayments	Repayments	(42.0)		(59.4)	Repayments	(22.8)		(30.6)

Settlement of acquisition related contingencies		(2.5)		6.2
Payment of acquisition-related obligation		—		(2.9)
Debt financing costs		(5.5)		(0.3)

Cash paid for acquisition related settlements and obligations					Cash paid for acquisition related settlements and obligations	(5.1)		—

Repurchase shares of Brink's common stock					Repurchase shares of Brink's common stock	(16.0)		—
Dividends to:	Dividends to:				Dividends to:
Shareholders of Brink’s	Shareholders of Brink’s	(18.9)		(17.4)	Shareholders of Brink’s	(9.3)		(9.5)
Noncontrolling interests in subsidiaries	Noncontrolling interests in subsidiaries	(2.8)		(1.5)	Noncontrolling interests in subsidiaries	(0.4)		(1.2)
Proceeds from exercise of stock options		—		2.3

Tax withholdings associated with share-based compensation	Tax withholdings associated with share-based compensation	(10.2)		(5.2)	Tax withholdings associated with share-based compensation	(6.6)		(3.8)
Other	Other	1.5		1.7	Other	1.1		0.9
Net cash provided by financing activities		136.5		314.4
Net cash (used in) provided by financing activities					Net cash (used in) provided by financing activities	(97.1)		98.8
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(59.9)		(17.0)	Effect of exchange rate changes on cash	7.7		(11.0)
Cash, cash equivalents and restricted cash:	Cash, cash equivalents and restricted cash:				Cash, cash equivalents and restricted cash:
Increase (Decrease)		15.2		(1.5)
Decrease					Decrease	(192.1)		(40.5)
Balance at beginning of period	Balance at beginning of period	1,086.7		942.9	Balance at beginning of period	1,410.5		1,086.7
Balance at end of period	Balance at end of period	$	1,101.9	941.4	Balance at end of period	$	1,218.4	1,046.2

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Basis of presentation

The Brink’s Company (along with its subsidiaries, “Brink’s”, the “Company”, “we”, “us” or “our”) has 4four operating segments:

•North America

•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, ~~2021.~~2022.

Use 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, allowance for doubtful accounts, deferred tax assets and purchase price allocations.

In the first quarter of 2022, we further refined our global methodology of estimating the allowance for doubtful accounts. Our ~~previous~~updated method ~~to estimate currently expected credit losses in receivables (the allowance) was weighted significantly to a review of~~not only reviews historical loss rates and ~~specific identification of higher~~identifies high 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 methodaccounts 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 ~~noted an increase in accounts receivable significantly past due, particularly in the U.S., and we~~ recorded an additional allowance of $16.7 million in the first quarter of 2022. ~~In the second quarter of 2022, the additional allowance was reduced by $0.4 million as a result of collections.~~ Due to the fact that management ~~has~~had excluded this amount when evaluating internal performance, we ~~have~~ excluded it from segment results.

~~While most of our locations noted improved economics~~ There was no additional impact in ~~2021 and into~~ the first ~~six months~~quarter of 2022, our current estimates could be materially adversely affected in future periods by the COVID-19 pandemic, including as a result of new variants of the COVID-19 virus, such as the Delta and, more recently, Omicron variants. The COVID-19 pandemic began to have an adverse impact on our results of operations in the quarter ended March 31, 2020 as a result of reduced customer volumes, changes to our operating procedures and increases in our costs to provide services. We have taken and continue to take actions to adjust the way we operate and reduce our costs through restructuring activities and operational changes to address these impacts and align to future anticipated revenue levels.

We are continually assessing the impact that the COVID-19 pandemic, and the actions taken in response to it, will have on our employees, businesses and segments, customers and vendors and the industries that we serve. The full impact depends on many factors that are uncertain or not yet identifiable. We expect these factors will continue to impact our financial condition and our results of operations for a duration that is currently unknown. We will continue to monitor developments affecting our condensed consolidated financial statements, including indicators that goodwill or other long-lived assets may be impaired, increases in valuation allowances for doubtful accounts or deferred tax assets may be necessary or other accruals that may increase or be necessary resulting from actions taken to reduce our cost structure or conserve our liquidity. As noted above, we increased our allowance for doubtful accounts based on a re-assessment of our estimate and the aging of receivables in the wake of the pandemic.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 at 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 minus impairment, if any, plus or 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 a three-year cumulative inflation rate of more than 100% are considered highly inflationary.

Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated into U.S. dollars using rates of exchange at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates of exchange in effect during the year. Transaction gains and losses are recorded in net income.

Foreign subsidiaries that operate in highly inflationary countries use the U.S. dollar as their functional currency. Local currency monetary assets and liabilities are remeasured into U.S. dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in earnings. Other than nonmonetary equity securities, nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar. For nonmonetary equity securities traded in highly inflationary economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income. Revenues and expenses are translated at rates of exchange in effect during the year.

Argentina

We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina"). Revenues from Brink's Argentina represented approximately 4% of our consolidated revenues for the first three months of 2023 and 5% of our consolidated revenues for the first ~~six~~three months of ~~2022 and 4% of our consolidated revenues for the first six months of 2021.~~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~~three months of ~~2022~~2023 and ~~2021,~~2022, the Argentine peso declined approximately ~~18%~~14% (from ~~103.1~~178.6 to ~~125.0~~208.3 pesos to the U.S. dollar) and approximately ~~13%~~7% (from ~~84.0~~103.1 to ~~96.2~~111.1 pesos to the U.S. dollar), respectively. For the year ended December 31, ~~2021,~~2022, the Argentine peso declined approximately ~~19%~~42% (from ~~84.0~~103.1 to ~~103.1~~178.6 pesos to the U.S. dollar).

Beginning July 1, 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, we consolidated Brink's Argentina using our accounting policy for subsidiaries operating in highly inflationary economies beginning with the third quarter of 2018. Argentine peso-denominated monetary assets and liabilities are 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~~three months of ~~2022,~~2023, we recognized a ~~$13.4~~$9.8 million pretax remeasurement loss. In the first ~~six~~three months of ~~2021,~~2022, we recognized a ~~$5.0~~$4.9 million pretax remeasurement loss.

At ~~June 30, 2022,~~March 31, 2023, Argentina's economy remains highly inflationary for accounting purposes. At ~~June 30, 2022,~~March 31, 2023, we had net monetary assets denominated in Argentine pesos of ~~$75.8~~$66.0 million (including cash of ~~$68.0~~$58.9 million). At ~~June 30, 2022,~~March 31, 2023, we had net nonmonetary assets of ~~$152.6~~$168.6 million (including $99.8 million of goodwill, ~~$7.7~~$1.7 million in equity securities denominated in Argentine pesos and ~~$3.7~~$28.2 million in debt securities denominated in Argentine pesos).

At December 31, ~~2021,~~2022, we had net monetary assets denominated in Argentine pesos of ~~$60.1~~$66.2 million (including cash of ~~$52.9~~$57.7 million) and net nonmonetary assets of ~~$155.3~~$168.2 million (including $99.8 million of goodwill, ~~$8.2~~$1.9 million in equity securities denominated in Argentine pesos and ~~$4.3~~$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 have previously elected to use other market mechanisms to convert Argentine pesos into U.S. dollars. Conversions under these other market mechanisms generally settle at rates that are less favorable than the rates at which we remeasure the financial statements of Brink’s Argentina. We did not have any such conversion losses in the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 or ~~June 30, 2021.~~March 31, 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.

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, including the imposition of sanctions by the U.S. government targeting Venezuela.

Goodwill

Goodwill is recognized for the excess of the purchase 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 interim periods indicate that it is more likely than not that an impairment may have occurred. Impairment indicators were reviewed as of ~~June 30, 2022~~March 31, 2023 and we concluded that there were no indicators that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We will continue to monitor results in future periods to determine whether any indicators of impairment exist that would cause us to perform an impairment review.

Restricted Cash

In France and Malaysia, we offer services to certain of our customers where we manage some or all of their cash supply chains. In connection with these offerings, we take temporary title to certain customers' cash, which is included as restricted cash in our financial statements due to customer agreement or regulation. In addition, in accordance with a revolving credit facility, as of ~~June 30, 2022,~~March 31, 2023, we are required to maintain a restricted cash reserve of ~~$22.5~~$42.0 million ($~~15.0~~40.7 million at December 31, ~~2021)~~2022) and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet.

~~New Accounting Standards~~

~~In December 2019, the FASB issued ASU 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~, which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 was effective for us on January 1, 2021. We recognized a cumulative-effect adjustment increasing retained earnings by $0.5 million on January 1, 2021.

108

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 ~~three~~two broad categories: ~~Core~~Cash and Valuables Management; and Digital Retail Solutions ("DRS") and ATM Managed Services ~~High-Value Services and Other Security Services.~~("AMS").

~~Core Services~~Cash and Valuables Management

~~Cash-in-transit ("CIT")~~Cash and ~~basic ATM~~valuables management services are ~~core services we provide~~provided to customers throughout the world. ~~We charge customers per service performed or based on the value of goods transported. CIT~~Cash-in-transit services ~~generally involve~~include the secure transportation of cash, securities and other valuables between businesses, financial institutions and central banks. Basic ATM ~~services are generally composed of~~ management services ~~including~~include cash replenishment, treasury management and ~~forecasting, remote monitoring, transaction processing, installation~~first and second line maintenance.

~~High-Value Services~~

Our ~~high-value services leverage our brand, global infrastructure and core services and include cash management services,~~ global services ~~ATM managed~~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 ~~payment services.~~inventory management. We also offer a variety of cash management services ~~such as currency~~including money processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.), check imaging and ~~coin counting~~other cash management services (e.g., cashier balancing, counterfeit detection, account consolidation and ~~sorting, deposit preparation~~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 ~~safe device installation and servicing (including our CompuSafe~~® service). Our global services business provides secure ground, sea and air transportation and storage of highly-valued commodities including diamonds, jewelry, precious metals and other valuables. We provide ATM managed services in North America and Europe for customers using Brink's-owned machines as well as machines owned by third parties. We also provide payment services which include bill payment and processing services on behalf of utility companies and other service providers plus general purpose reloadable prepaid cards and payroll cards.electronically transmit banking transactions.

~~Other Security~~Digital Retail Solutions and ATM Managed Services

~~Our other security~~DRS and AMS are technology enabled services ~~feature~~provided to customers throughout the ~~protection~~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 ~~airports, offices, warehouses, stores, and public venues in Europe, Rest~~ATMs. For certain customers, we take ownership of ~~World and Latin America.~~ATM devices as part of our managed services offering.

For performance obligations related to the services described above, we generally satisfy our obligations as each action to provide the service to the customer occurs. Because the customers simultaneously receive and consume the benefits from our services, these performance obligations are deemed to be satisfied over time. We use an output method, units of service provided, to recognize revenue because that is the best method to represent the transfer of our services to the customer at the agreed upon rate for each action.

Although not as significant as our service offerings, we also sell goods to customers from time to time, such as safe devices. In those transactions, we satisfy our performance obligation at a point in time. We recognize revenue when the goods are delivered to the customer as that is the point in time that best represents when control has transferred to the customer.

Our contracts with customers describe the services we can provide along with the fees for each action to provide the service. We typically send invoices to customers for all of the services we have provided within a monthly period and payments are generally due within 30 to 60 days of the invoice date.

Although our customer contracts specify the fees for each action to provide service, the majority of the services stated in our contracts do not have a defined quantity over the contract term. Accordingly, the transaction price is considered variable as there is an unknown volume of services that will be rendered over the course of the contract. We recognize revenue for these services in the period in which they are provided to the customer based on the contractual rate at which we have the right to invoice the customer for each action.

Some of our contracts with customers contain clauses that define the level of service that the customer will receive. The service level agreements (“SLA”) within those contracts contain specific calculations to determine whether the appropriate level of service has been met within a specific period, which is typically a month. We estimate SLA penalties and recognize the amounts as a reduction to revenue.

Taxes collected from customers and remitted to governmental authorities are not included in revenues in the condensed consolidated statements of operations.

119

Revenue Disaggregated by Reportable Segment and Type of Service


(In millions)	(In millions)	Core Services		High-Value Services	Other Security Services	Total	(In millions)	Cash and Valuables Management		DRS and AMS	Total
Three months ended June 30, 2022

Three months ended March 31, 2023							Three months ended March 31, 2023

Reportable Segments:	Reportable Segments:						Reportable Segments:
North America	North America	$	195.6	206.0	—	401.6	North America	$	308.0	93.9	401.9
Latin America	Latin America	180.1		119.9	6.3	306.3	Latin America	274.3		41.2	315.5
Europe	Europe	100.0		92.5	34.2	226.7	Europe	180.1		88.6	268.7
Rest of World	Rest of World	53.4		133.3	12.6	199.3	Rest of World	186.5		12.8	199.3
Total reportable segments	Total reportable segments	$	529.1	551.7	53.1	1,133.9	Total reportable segments	$	948.9	236.5	1,185.4

Three months ended June 30, 2021
Three months ended March 31, 2022							Three months ended March 31, 2022

Reportable Segments:	Reportable Segments:						Reportable Segments:
North America	North America	$	176.5	180.3	—	356.8	North America	$	285.0	83.8	368.8
Latin America	Latin America	164.0		104.5	4.3	272.8	Latin America	264.2		27.1	291.3
Europe	Europe	116.1		78.0	36.7	230.8	Europe	185.6		36.5	222.1
Rest of World	Rest of World	55.5		118.8	14.1	188.4	Rest of World	181.6		10.2	191.8
Total reportable segments	Total reportable segments	$	512.1	481.6	55.1	1,048.8	Total reportable segments	$	916.4	157.6	1,074.0

Six months ended June 30, 2022

Reportable Segments:
North America		$	381.2	389.2	—	770.4
Latin America		352.5		233.4	11.7	597.6
Europe		203.9		177.2	67.7	448.8
Rest of World		108.1		257.6	25.4	391.1
Total reportable segments		$	1,045.7	1,057.4	104.8	2,207.9

Six months ended June 30, 2021

Reportable Segments:
North America		$	355.9	318.0	—	673.9
Latin America		324.2		210.0	8.3	542.5
Europe		227.4		149.1	68.7	445.2
Rest of World		110.1		230.5	24.3	364.9
Total reportable segments		$	1,017.6	907.6	101.3	2,026.5

The majority of our revenues from contracts with customers are earned by providing services and these performance obligations are satisfied over time. Smaller amounts of revenues are earned from selling goods, such as safes, to customers where the performance obligations are satisfied at a point in time.

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 the right to bill the customer for these amounts. Contract assets expected to be collected within one year ($~~4.8~~7.7 million at ~~June 30, 2022)~~March 31, 2023) are included in prepaid expenses and other on the condensed consolidated balance sheet. Amounts not expected to be billed and collected within one year ($~~4.0~~8.6 million at ~~June 30, 2022)~~March 31, 2023) are reported in other assets on the condensed consolidated balance sheet.

Contract Liabilities

For other customer contracts, we may obtain the right to payment or receive customer payments prior to performing the related services under the contract. When the right to customer payments or receipt of payments precedes our performance, we recognize a contract liability, which is included in accrued liabilities on the condensed consolidated balance sheet.

The opening and closing balances of receivables, contract assets and contract liabilities related to contracts with customers are as follows:

(In millions) Receivables Contract Assets Contract Liabilities
Opening (January 1, 2022) $ 701.8 6.3 17.9
Closing (June 30, 2022) 824.6 8.8 14.9
Increase (decrease) $ 122.8 2.5 (3.0)


(In millions)	Receivables		Contract Assets	Contract Liabilities

Opening (January 1, 2023)	$	862.2	12.6	17.0
Closing (March 31, 2023)	876.9		16.3	18.1
Increase	$	14.7	3.7	1.1

The amount of revenue recognized in the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 that was included in the January 1, ~~2022~~2023 contract liabilities balance was ~~$9.7~~$5.1 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~~three months ended ~~June 30, 2022~~March 31, 2023 from performance obligations satisfied in the prior year was not significant. This revenue is a result of changes in the transaction price of our contracts with customers.

Contract Costs

Sales commissions directly related to obtaining new contracts with customers are capitalized when incurred and are then amortized to expense ratably over the term of the contracts. At ~~June 30, 2022,~~March 31, 2023, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet. The capitalized ~~amount~~amounts at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 were ~~$2.3~~$4.0 million and ~~$2.0~~$3.7 million, respectively. The amortization expense in the first ~~six~~three months of 2023 and 2022 was $0.5 million and ~~2021 was not significant in either period.~~$0.3 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 backlog.

We have also elected to use the practical expedient for financing components related to our contract liabilities. We do not recognize interest expense on contracts for which the period between our receipt of customer payments and our service to the customer is one year or less.

1311

Note 3 - Segment information

We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. ~~We completed a leadership change with our President and Chief Executive Officer in the second quarter of 2022.~~ Our CODM evaluates performance and allocates resources to each operating segment based on a profit or loss measure which, at the reportable segment level, excludes the following:

•Corporate expenses - include corporate headquarters costs, regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to GAAP, and costs related to global initiatives.

•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 are excluded from segment results. We also exclude certain costs, gains and losses related to acquisitions and 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. We have also excluded from our segment results net charges related to an internal loss in our U.S. global services operations. The net impact of the internal losses has included estimated bad debt expense for uncollectible receivables as well as legal costs to recover losses from insurance. The charges related to the internal losses have been offset by collections of previously reserved receivables and insurance recoveries. Finally, we have also excluded from our segment results estimated charges related to an antitrust legal matter in our Brink's Chile operations.

We manage our business in the following 4four segments:

•North America – operations in the U.S. and Canada, including the Brink’s Global Services ("BGS") line of business,

•Latin America – operations in Latin American countries where we have an ownership interest, including the BGS line of ~~business. This segment includes operations in Mexico, which was previously reported in the North America segment,~~business,

•Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and

•Rest of World – operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.

Prior to 2021, all business units within the operating segments followed an internal Brink's accounting policy for determining an allowance for doubtful accounts and recognizing bad debt expense. The allowance amounts reported by the operating segments were then reconciled to the required U.S. GAAP estimated consolidated allowance amount, and any differences were reported as part of Corporate expenses. During the first quarter of 2021, we changed the allowance calculation method of the U.S. business within the North America operating segment, in order to more closely align it with U.S. GAAP requirements. Differences between U.S. GAAP and existing internal policy were not significant for all other business units within the operating segments, and so no other changes were made, and reconciling amounts for those units will continue to be reported as part of Corporate expense. For the North America segment, the impact of this change in reporting was to reduce the segment allowance and to increase segment operating profit by $12.3 million in the first quarter of 2021. There was no net impact to condensed consolidated results, as a corresponding offsetting adjustment occurred on Corporate expenses.

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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:

Revenues Operating Profit
Three Months Ended June 30, Three Months Ended June 30,
(In millions) 2022 2021 2022 2021
Reportable Segments:
North America $ 401.6 356.8 34.1 41.1
Latin America 306.3 272.8 64.7 57.1
Europe 226.7 230.8 22.4 18.7
Rest of World 199.3 188.4 39.5 31.9
Total reportable segments 1,133.9 1,048.8 160.7 148.8
Reconciling Items:
Corporate expenses:
General, administrative and other expenses — — (39.9) (38.5)
Foreign currency transaction gains (losses) — — 3.4 (0.1)
Reconciliation of segment policies to GAAP(a)
— — (0.2) 0.4
Other items not allocated to segments:
Reorganization and Restructuring(b)
— — (2.7) (15.1)
Acquisitions and dispositions(c)
— — (15.4) (20.5)
Argentina highly inflationary impact(d)
— — (9.0) (2.6)
Change in allowance estimate(e)
— — 0.4 —
Chile antitrust matter(f)
— — (0.8) —
Internal loss(g)
— — — 0.9
Total $ 1,133.9 1,048.8 $ 96.5 73.3


		Revenues			Operating Profit				Revenues			Operating Profit
		Six Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,			Three Months Ended March 31,
(In millions)	(In millions)	2022		2021	2022		2021	(In millions)	2023		2022	2023		2022
Reportable Segments:	Reportable Segments:							Reportable Segments:
North America	North America	$	770.4	673.9	58.5		73.4	North America	$	401.9	368.8	38.6		24.4
Latin America	Latin America	597.6		542.5	127.7		115.8	Latin America	315.5		291.3	66.6		63.0
Europe	Europe	448.8		445.2	37.2		29.3	Europe	268.7		222.1	22.0		14.8
Rest of World	Rest of World	391.1		364.9	72.6		62.3	Rest of World	199.3		191.8	37.3		33.1
Total reportable segments	Total reportable segments	2,207.9		2,026.5	296.0		280.8	Total reportable segments	1,185.4		1,074.0	164.5		135.3

Reconciling Items:	Reconciling Items:							Reconciling Items:
Corporate expenses:	Corporate expenses:							Corporate expenses:
General, administrative and other expenses	General, administrative and other expenses	—		—	(68.4)		(68.6)	General, administrative and other expenses	—		—	(42.6)		(28.5)
Foreign currency transaction gains (losses)		—		—	5.8		—
Foreign currency transaction gains								Foreign currency transaction gains	—		—	5.1		2.4
Reconciliation of segment policies to GAAP(a)	Reconciliation of segment policies to GAAP(a)	—		—	2.7		(11.5)	Reconciliation of segment policies to GAAP(a)	—		—	0.4		2.9
Other items not allocated to segments:	Other items not allocated to segments:							Other items not allocated to segments:
Reorganization and Restructuring(b)	Reorganization and Restructuring(b)	—		—	(14.4)		(21.7)	Reorganization and Restructuring(b)	—		—	(14.2)		(11.7)
Acquisitions and dispositions(c)	Acquisitions and dispositions(c)	—		—	(30.6)		(39.2)	Acquisitions and dispositions(c)	—		—	(22.0)		(15.2)
Argentina highly inflationary impact(d)	Argentina highly inflationary impact(d)	—		—	(15.1)		(6.5)	Argentina highly inflationary impact(d)	—		—	(11.2)		(6.1)
Change in allowance estimate(e)	Change in allowance estimate(e)	—		—	(16.3)		—	Change in allowance estimate(e)	—		—	—		(16.7)
Chile antitrust matter(f)	Chile antitrust matter(f)	—		—	(0.8)		—	Chile antitrust matter(f)	—		—	(0.2)		—
Internal loss(g)		—		—	—		1.7

Total	Total	$	2,207.9	2,026.5	$	158.9	135.0	Total	$	1,185.4	1,074.0	$	79.8	62.4

(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.

~~(g)Represents net credits related to an internal loss in our U.S. global services operations. The credits result from collection of previously reserved accounts receivable.~~

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Note 4 - 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		Total			U.S. Plans			Non-U.S. Plans		Total
(In millions)	(In millions)	2022		2021	2022	2021	2022	2021	(In millions)	2023		2022	2023	2022	2023	2022

Three months ended June 30,

Three months ended March 31,									Three months ended March 31,

Service cost	Service cost	$	—	—	2.0	2.5	2.0	2.5	Service cost	$	—	—	1.8	2.1	1.8	2.1
Interest cost on projected benefit obligation	Interest cost on projected benefit obligation	5.7		5.3	3.3	3.1	9.0	8.4	Interest cost on projected benefit obligation	8.1		5.7	4.4	3.3	12.5	9.0
Return on assets – expected	Return on assets – expected	(12.3)		(11.9)	(3.4)	(3.1)	(15.7)	(15.0)	Return on assets – expected	(11.8)		(12.1)	(2.8)	(2.9)	(14.6)	(15.0)
Amortization of losses	Amortization of losses	6.3		8.6	0.5	1.7	6.8	10.3	Amortization of losses	0.5		5.8	0.4	0.5	0.9	6.3
Amortization of prior service credit		—		—	—	(0.1)	—	(0.1)
Curtailment gain		—		—	—	(0.6)	—	(0.6)

Settlement loss	Settlement loss	—		—	0.1	0.3	0.1	0.3	Settlement loss	—		—	0.1	0.4	0.1	0.4
Net periodic pension cost	Net periodic pension cost	$	(0.3)	2.0	2.5	3.8	2.2	5.8	Net periodic pension cost	$	(3.2)	(0.6)	3.9	3.4	0.7	2.8

Six months ended June 30,

Service cost		$	—	—	4.1	4.7	4.1	4.7
Interest cost on projected benefit obligation		11.4		10.6	6.6	6.0	18.0	16.6
Return on assets – expected		(24.4)		(23.7)	(6.3)	(6.2)	(30.7)	(29.9)
Amortization of losses		12.1		17.0	1.0	3.3	13.1	20.3
Amortization of prior service cost		—		—	—	(0.1)	—	(0.1)
Curtailment gain		—		—	—	(0.6)	—	(0.6)
Settlement loss		—		—	0.5	0.7	0.5	0.7
Net periodic pension cost		$	(0.9)	3.9	5.9	7.8	5.0	11.7

We did not make cash contributions to the primary U.S. pension plan in ~~2021~~2022 or the first ~~six~~three months of ~~2022.~~2023. Based on current assumptions described in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, we do not expect to make contributions to the primary U.S. pension plan ~~in the foreseeable future.~~until 2026.

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 operations 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		Total			UMWA Plans			Black Lung and Other Plans		Total
(In millions)	(In millions)	2022		2021	2022	2021	2022	2021	(In millions)	2023		2022	2023	2022	2023	2022

Three months ended June 30,

Three months ended March 31,									Three months ended March 31,

Service cost	Service cost	$	—	—	0.1	0.1	0.1	0.1	Service cost	$	—	—	0.1	—	0.1	—
Interest cost on accumulated postretirement benefit obligations	Interest cost on accumulated postretirement benefit obligations	2.6		2.4	0.9	0.8	3.5	3.2	Interest cost on accumulated postretirement benefit obligations	3.0		2.7	1.3	0.9	4.3	3.6
Return on assets – expected	Return on assets – expected	(3.3)		(3.0)	—	—	(3.3)	(3.0)	Return on assets – expected	(2.6)		(3.3)	—	—	(2.6)	(3.3)
Amortization of losses	Amortization of losses	2.2		4.2	1.8	2.3	4.0	6.5	Amortization of losses	1.7		3.1	1.1	1.9	2.8	5.0
Amortization of prior service cost	Amortization of prior service cost	(1.1)		(1.1)	(0.1)	(0.2)	(1.2)	(1.3)	Amortization of prior service cost	(2.7)		(1.2)	—	—	(2.7)	(1.2)
Net periodic postretirement cost	Net periodic postretirement cost	$	0.4	2.5	2.7	3.0	3.1	5.5	Net periodic postretirement cost	$	(0.6)	1.3	2.5	2.8	1.9	4.1

Six months ended June 30,

Service cost		$	—	—	0.1	0.1	0.1	0.1
Interest cost on accumulated postretirement benefit obligations		5.3		4.9	1.8	1.6	7.1	6.5
Return on assets – expected		(6.6)		(6.1)	—	—	(6.6)	(6.1)
Amortization of losses		5.3		9.0	3.7	4.4	9.0	13.4
Amortization of prior service cost		(2.3)		(2.3)	(0.1)	(0.2)	(2.4)	(2.5)
Net periodic postretirement cost		$	1.7	5.5	5.5	5.9	7.2	11.4

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.

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Note 5 - Income taxes


		Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended March 31,
		2022			2021		2022			2021				2023			2022
Continuing operations	Continuing operations											Continuing operations
Provision (benefit) for income taxes (in millions)	Provision (benefit) for income taxes (in millions)	$	29.3		22.7		$	(11.8)		36.3		Provision (benefit) for income taxes (in millions)		$	20.3		(41.1)
Effective tax rate	Effective tax rate	43.4		%	45.7	%	(11.7		%)	46.1	%	Effective tax rate		53.6		%	(123.8	%)

2023 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first three months of 2023 was greater than the 21% U.S. statutory rate due to the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S. taxable income and credit limitations, and the characterization of a French business tax as an income tax.

2022 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first ~~six~~three months of 2022 was less than the 21% U.S. statutory rate primarily due to the release of valuation allowances on U.S. tax credits deemed realizable as a result of the issuance of U.S. final foreign tax credit regulations, offset by the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S. taxable income limitations, and the characterization of a French business tax as an income tax.

~~2021 Compared to U.S. Statutory Rate~~

~~The effective income tax rate on continuing operations in the first six months of 2021 was greater than the 21% U.S. statutory rate primarily due to~~ the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S. taxable income 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 assets 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 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 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~~$58.3 million benefit in our provision for income taxes for the ~~period~~three months ended ~~June 30,~~March 31, 2022. 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.

Additionally, as a result of the decision to terminate the cross currency swap contracts in July 2022 (see Note 8), the realization of the gain results in an additional source of future taxable income expected to utilize a further portion of foreign tax credit carryforward. Consequently, we released $10.9 million in valuation allowance in the second quarter of 2022 in other comprehensive income with an additional amount to be released in the third quarter of 2022 upon the termination and realization of the full amount of the gain.

1815

Note 6 - Acquisitions and Dispositions

Acquisitions

We account for 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.

~~PAI, Midco, Inc.~~NoteMachine Limited Acquisition

On ~~April 1, 2021,~~October 3, 2022, we acquired 100% of the capital stock of ~~PAI Midco, Inc., which~~NoteMachine Limited and Testlink Services Limited. At the acquisition date, these two entities directly ~~or indirectly owns~~owned 100% of the ownership interests in ~~four~~three additional entities (collectively, ~~"PAI"~~the five entities are referred to as "NoteMachine"),. We acquired the NoteMachine businesses for approximately ~~$216~~$194 million. ~~PAI was the largest privately-held provider of ATM services~~NoteMachine is based in the ~~U.S.~~United Kingdom and manages a portfolio of ATMs. NoteMachine generated approximately ~~$94~~$150 million in revenues in ~~2020.~~the twelve month period prior to the acquisition.

We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the ~~acquisition.~~acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. ~~We finalized our~~The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price ~~accounting for PAI~~in areas such as property and equipment, deferred tax assets and liabilities and goodwill. As a result, the allocation of the provisional purchase price may change in the ~~first quarter of 2022. There were no material changes in the first quarter of 2022 to the amounts previously disclosed.~~future.

~~G4S ("G4S") Acquisitions~~

On February 26, 2020, we announced that we agreed to acquire the majority of the cash management operations of U.K.-based G4S, with closings planned in multiple phases in 2020. In March 2020, we acquired 100% of the capital stock of G4S International Logistics Group Limited ("G4Si"), a company which directly or indirectly owns controlling interests in multiple businesses providing secure international transportation of valuables. From the second quarter of 2020 through the first quarter of 2021, we acquired cash management operations from G4S located in the Netherlands, Belgium, Ireland, Hong Kong, Cyprus, Romania, the Czech Republic, Malaysia, the Dominican Republic, the Philippines, Indonesia, Estonia, Latvia, Lithuania, Macau, Luxembourg and Kuwait. For the majority of these acquisitions, we acquired 100% of the ownership interests. In Malaysia, the Dominican Republic, the Philippines, Indonesia and Kuwait, we acquired ownership interests of less than 100%. We believe that we meet the accounting criteria for consolidating these subsidiaries. In the aggregate, the purchase consideration for the G4S acquisitions as of June 30, 2022 is $826 million. We have also paid G4S approximately $114 million for net intercompany receivables from the acquired subsidiaries. The G4S businesses acquired generated approximately $800 million in annual revenues in 2019.


(In millions)	Estimated Fair Value at Acquisition Date

Fair value of purchase consideration

Cash paid through March 31, 2023	$	183.6
Contingent consideration not yet paid	10.1
Fair value of purchase consideration	$	193.7

Fair value of net assets acquired

Cash	$	6.8
Restricted cash	15.3
Accounts receivable	37.9
Other current assets	14.5
Property and equipment, net	39.9
Intangible assets(a)	84.2
Goodwill(b)	61.2
Other noncurrent assets	6.2
Current liabilities	(50.3)
Other noncurrent liabilities	(22.0)
Fair value of net assets acquired	$	193.7

~~There is contingent consideration related~~(a)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).

(b)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 $60 million has been assigned to the ~~acquisition~~Europe reporting unit and goodwill of the Malaysia operations. The consideration will be paid when minimum dividend distributions are received by Brink's relating to cash on the balance sheets of the Malaysia subsidiaries as of the acquisition date. We used a probability-weighted approach to estimate the fair value of the contingent consideration. The fair value of the contingent consideration ~~at the acquisition date is the full $22~~$1 million ~~that remains potentially payable as of June 30, 2022 as we believe it is unlikely that the contingent consideration payments will be reduced.~~

We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition. The determination of estimated fair value required management to make significant estimates and assumptions. We finalized our purchase price accounting in 2021 for the businesses we acquired in 2020. For the remaining businesses acquired from G4S in 2021, we finalized our purchase accounting in the first quarter of 2022. There were no material changes in the first quarter of 2022has been assigned to the ~~amounts previously disclosed.~~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, ~~PAI~~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 is approximately $15 million.

~~Acquisition Costs~~

We have incurred $1.0 million in transaction costs related to business acquisitions in the first six months of 2022 (compared to $4.3 million in the first six months of 2021). These costs are classified in the condensed consolidated statements of operations as selling, general and administrative expenses.

1916

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 three months of 2023.



(In millions)	Revenue		Net income attributable to Brink's









Three months ended March 31, 2023
NoteMachine	$	34.1	(1.1)
Total	$	34.1	(1.1)

Three months ended March 31, 2022
NoteMachine	—		—
Total	$	—	—

The pro forma consolidated results of Brink's presented below reflect a hypothetical ownership as of January 1, 2021 for the businesses we acquired during 2022.



(In millions)	Revenue		Net income attributable to Brink's












Pro forma results of Brink's for the three months ended March 31,
2023
Brink's as reported	$	1,185.4	15.0
NoteMachine(a)	—		—
Total	$	1,185.4	15.0

2022
Brink's as reported	$	1,074.0	71.3
NoteMachine(a)	36.0		0.6
Total	$	1,110.0	71.9

(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.

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.

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 recognized $12.5 million in related costs in 2022. In the first quarter of 2023, we recognized a $3.3 million charge for an inflation-adjusted labor increase to the expected payments. Changes in the liability as a result of currency-related remeasurement are reflected in our operating results as described in Note 1. Changes in the liability as a result of labor rate increases are reflected as acquisition-related costs.

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

Note 7 - 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) Pretax Income
Tax Pretax Income
Tax Total Other
Comprehensive
Income (Loss)
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 hedges 15.0 (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)
Three months ended June 30, 2021
Amounts attributable to Brink's:
Benefit plan adjustments $ (1.0) 0.9 15.1 (3.7) 11.3
Foreign currency translation adjustments(b)
38.7 (2.0) (1.1) 0.2 35.8
Gains (losses) on cash flow hedges (11.9) 4.2 14.6 (4.8) 2.1
25.8 3.1 28.6 (8.3) 49.2
Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments 0.3 — — — 0.3
0.3 — — — 0.3
Total
Benefit plan adjustments(a)
(1.0) 0.9 15.1 (3.7) 11.3
Foreign currency translation adjustments(b)
39.0 (2.0) (1.1) 0.2 36.1
Gains (losses) on cash flow hedges(d)
(11.9) 4.2 14.6 (4.8) 2.1
$ 26.1 3.1 28.6 (8.3) 49.5


		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)	(In millions)	Pretax		Income Tax	Pretax	Income Tax	Total Other Comprehensive Income (Loss)	(In millions)	Pretax		Income Tax	Pretax	Income Tax	Total Other Comprehensive Income (Loss)
Six months ended June 30, 2022
Three months ended March 31, 2023								Three months ended March 31, 2023

Amounts attributable to Brink's:	Amounts attributable to Brink's:							Amounts attributable to Brink's:
Benefit plan adjustments	Benefit plan adjustments	$	1.0	0.1	19.7	(4.7)	16.1	Benefit plan adjustments	$	(0.5)	(0.1)	0.6	(0.1)	(0.1)
Foreign currency translation adjustments(b)	Foreign currency translation adjustments(b)	(21.0)		4.4	(3.0)	0.7	(18.9)	Foreign currency translation adjustments(b)	44.6		0.1	(1.4)	0.3	43.6
Unrealized losses on available-for-sale securities	Unrealized losses on available-for-sale securities	(0.7)		(0.1)	—	—	(0.8)	Unrealized losses on available-for-sale securities	(1.9)		0.7	—	—	(1.2)
Gains (losses) on cash flow hedges	Gains (losses) on cash flow hedges	13.8		(1.8)	11.4	(3.5)	19.9	Gains (losses) on cash flow hedges	(8.4)		2.4	(0.3)	(0.2)	(6.5)
		(6.9)		2.6	28.1	(7.5)	16.3		33.8		3.1	(1.1)	—	35.8

Amounts attributable to noncontrolling interests:	Amounts attributable to noncontrolling interests:							Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments	Foreign currency translation adjustments	(6.5)		—	—	—	(6.5)	Foreign currency translation adjustments	0.2		—	—	—	0.2
		(6.5)		—	—	—	(6.5)		0.2		—	—	—	0.2

Total	Total							Total
Benefit plan adjustments(a)	Benefit plan adjustments(a)	1.0		0.1	19.7	(4.7)	16.1	Benefit plan adjustments(a)	(0.5)		(0.1)	0.6	(0.1)	(0.1)
Foreign currency translation adjustments(b)	Foreign currency translation adjustments(b)	(27.5)		4.4	(3.0)	0.7	(25.4)	Foreign currency translation adjustments(b)	44.8		0.1	(1.4)	0.3	43.8
Unrealized losses on available-for-sale securities(c)	Unrealized losses on available-for-sale securities(c)	(0.7)		(0.1)	—	—	(0.8)	Unrealized losses on available-for-sale securities(c)	(1.9)		0.7	—	—	(1.2)
Gains (losses) on cash flow hedges(d)	Gains (losses) on cash flow hedges(d)	13.8		(1.8)	11.4	(3.5)	19.9	Gains (losses) on cash flow hedges(d)	(8.4)		2.4	(0.3)	(0.2)	(6.5)
		$	(13.4)	2.6	28.1	(7.5)	9.8		$	34.0	3.1	(1.1)	—	36.0

Six months ended June 30, 2021
Three months ended March 31, 2022								Three months ended March 31, 2022

Amounts attributable to Brink's:	Amounts attributable to Brink's:							Amounts attributable to Brink's:
Benefit plan adjustments	Benefit plan adjustments	$	(18.3)	5.0	31.2	(8.3)	9.6	Benefit plan adjustments	$	(0.9)	0.2	10.1	(2.4)	7.0
Foreign currency translation adjustments(b)	Foreign currency translation adjustments(b)	(5.5)		(2.0)	(1.1)	0.2	(8.4)	Foreign currency translation adjustments(b)	35.1		(0.4)	(1.5)	0.4	33.6

Unrealized losses on available-for-sale securities								Unrealized losses on available-for-sale securities	(0.4)		—	—	—	(0.4)
Gains (losses) on cash flow hedges	Gains (losses) on cash flow hedges	(1.4)		0.8	11.3	(3.4)	7.3	Gains (losses) on cash flow hedges	(1.2)		2.1	14.6	(4.8)	10.7
		(25.2)		3.8	41.4	(11.5)	8.5		32.6		1.9	23.2	(6.8)	50.9

Amounts attributable to noncontrolling interests:	Amounts attributable to noncontrolling interests:							Amounts attributable to noncontrolling interests:
Benefit plan adjustments		(0.3)		—	—	—	(0.3)

Foreign currency translation adjustments	Foreign currency translation adjustments	(1.5)		—	—	—	(1.5)	Foreign currency translation adjustments	(1.5)		—	—	—	(1.5)
		(1.8)		—	—	—	(1.8)		(1.5)		—	—	—	(1.5)

Total	Total							Total
Benefit plan adjustments(a)	Benefit plan adjustments(a)	(18.6)		5.0	31.2	(8.3)	9.3	Benefit plan adjustments(a)	(0.9)		0.2	10.1	(2.4)	7.0
Foreign currency translation adjustments(b)	Foreign currency translation adjustments(b)	(7.0)		(2.0)	(1.1)	0.2	(9.9)	Foreign currency translation adjustments(b)	33.6		(0.4)	(1.5)	0.4	32.1

Unrealized losses on available-for-sale securities(b)								Unrealized losses on available-for-sale securities(b)	(0.4)		—	—	—	(0.4)
Gains (losses) on cash flow hedges(d)	Gains (losses) on cash flow hedges(d)	(1.4)		0.8	11.3	(3.4)	7.3	Gains (losses) on cash flow hedges(d)	(1.2)		2.1	14.6	(4.8)	10.7
		$	(27.0)	3.8	41.4	(11.5)	6.7		$	31.1	1.9	23.2	(6.8)	49.4

(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,				Three Months Ended March 31,
(In millions)	(In millions)	2022		2021	2022		2021	(In millions)		2023		2022
Total net periodic retirement benefit cost included in:	Total net periodic retirement benefit cost included in:							Total net periodic retirement benefit cost included in:
Cost of revenues	Cost of revenues	$	1.7	2.0	$	3.3	3.7	Cost of revenues		$	1.4	1.6
Selling, general and administrative expenses	Selling, general and administrative expenses	0.4		0.6	0.9		1.1	Selling, general and administrative expenses		0.5		0.5
Interest and other nonoperating expense	Interest and other nonoperating expense	3.2		8.7	8.0		18.3	Interest and other nonoperating expense		0.7		4.8

(b)2023 foreign currency translation adjustment amounts arising during the three months ended March 31, 2023 reflect primarily the appreciation of the Mexican peso, the Brazilian real, the Chilean peso, the euro, and the British pound. 2022 foreign currency translation adjustment amounts arising during the three months ended ~~June 30,~~March 31, 2022 reflect primarily the devaluation of the British pound, the Brazilian real, and the Chilean peso. 2021 foreign currency translation adjustment amounts arising during the three months ended June 30, 2021 reflect primarily the appreciation of the Brazilian real ~~the euro~~ and the Mexican ~~peso. 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,~~peso, partially offset by ~~appreciation of the Brazilian real. 2021 foreign currency translation adjustment amounts arising during the six months ended June 30, 2021 reflect primarily~~ the devaluation of the euro ~~partially offset by the appreciation of the Brazilian real.~~and British pound.

(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).

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

•~~other~~other operating income (expense) ($~~5.3~~3.4 million loss in the three months ended March 31, 2023 and $11.8 million gain in the three months ended ~~June 30, 2022~~March 31, 2022) and ~~$11.7 million loss in the three months ended June 30, 2021; as well as $6.5 million loss in the six months ended June 30, 2022 and $5.6 million loss in the six months ended June 30, 2021)~~

•interest expense ($~~2.1~~3.7 million reduction to expense in the three months ended March 31, 2023 and $2.8 million of expense in the three months ended ~~June 30,~~March 31, 2022 and $3.0 million of expense in the three months ended June 30, 2021; as well as $4.9 million of expense in the six months ended June 30, 2022 and $5.7 million of expense in the six months ended June 30, 2021)).

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


(In millions)	(In millions)	Benefit Plan Adjustments		Foreign Currency Translation Adjustments	Unrealized Losses on Available-for-Sale Securities	Gains (Losses) on Cash Flow Hedges	Total	(In millions)	Benefit Plan Adjustments		Foreign Currency Translation Adjustments	Unrealized Losses on Available-for-Sale Securities	Gains (Losses) on Cash Flow Hedges	Total

Balance as of December 31, 2021		$	(474.0)	(425.7)	(0.1)	(8.1)	(907.9)
Balance as of December 31, 2022								Balance as of December 31, 2022	$	(290.7)	(433.8)	(0.6)	24.6	(700.5)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	1.1		(16.6)	(0.8)	12.0	(4.3)	Other comprehensive income (loss) before reclassifications	(0.6)		44.7	(1.2)	(6.0)	36.9
Amounts reclassified from accumulated other comprehensive loss to net income	Amounts reclassified from accumulated other comprehensive loss to net income	15.0		(2.3)	—	7.9	20.6	Amounts reclassified from accumulated other comprehensive loss to net income	0.5		(1.1)	—	(0.5)	(1.1)
Other comprehensive income (loss) attributable to Brink's	Other comprehensive income (loss) attributable to Brink's	16.1		(18.9)	(0.8)	19.9	16.3	Other comprehensive income (loss) attributable to Brink's	(0.1)		43.6	(1.2)	(6.5)	35.8

Balance as of June 30, 2022		$	(457.9)	(444.6)	(0.9)	11.8	(891.6)

Balance as of March 31, 2023								Balance as of March 31, 2023	$	(290.8)	(390.2)	(1.8)	18.1	(664.7)

Note 8 - Fair value of financial instruments

Investments in Marketable Securities

We have investments in mutual funds, equity securities and available for sale debt securities that are carried at fair value in the condensed financial statements. For these investments, fair value was 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)	(In millions)	June 30, 2022		December 31, 2021	(In millions)	March 31, 2023		December 31, 2022

$600 million senior unsecured notes	$600 million senior unsecured notes				$600 million senior unsecured notes
Carrying value	Carrying value	$	600.0	600.0	Carrying value	$	600.0	600.0
Fair value	Fair value	520.5		625.7	Fair value	538.0		528.7

$400 million senior unsecured notes	$400 million senior unsecured notes				$400 million senior unsecured notes
Carrying value	Carrying value	400.0		400.0	Carrying value	400.0		400.0
Fair value	Fair value	366.8		414.8	Fair value	376.2		369.0

Pricing inputs for nonpublic debt are often not observable. The fair value estimates of our senior notes reflect 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 public debt at the measurement date. The rates for public debt were additionally adjusted for a factor which 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 ~~June 30, 2022,~~March 31, 2023, the notional value of our ~~short term~~ outstanding foreign currency forward and swap contracts was ~~$476~~$479 million, with average maturities of approximately one month. These foreign currency forward and swap contracts primarily offset exposures in the euro ~~the British pound,~~and the Mexican ~~peso, and the Chilean~~ peso and are not designated as hedges for accounting purposes. Accordingly, changes in their fair value are recorded immediately in earnings.

At ~~June 30, 2022,~~March 31, 2023, the fair value of our short term foreign currency contracts was a net asset of approximately ~~$2.6~~$0.3 million of which ~~$5.9~~$4.0 million was included in prepaid expenses and other and ~~$3.3~~$3.7 million was included in accrued liabilities on the condensed consolidated balance sheet. At December 31, ~~2021,~~2022, the fair value of these foreign currency contracts was a net ~~asset~~liability of approximately ~~$1.9~~$7.0 million of which ~~$3.4~~$3.5 million was included in prepaid expenses and other and ~~$1.5~~$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,
2022 2021 2022 2021
Derivative instrument gains (losses) included in other operating income (expense) $ 14.1 (2.3) $ 33.0 8.2


	Three Months Ended March 31,
(in millions)		2023		2022

Derivative instrument gains included in other operating income (expense)		$	8.2	18.9

In the first quarter of 2019, we entered into a long 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 ~~June 30, 2022,~~March 31, 2023, the notional value of this long term contract was ~~$65~~$47 million with a weighted-average maturity of ~~1.0~~0.4 years. At ~~June 30,~~March 31, 2023, the fair value of the long term cross currency swap contract was an asset of $11.6 million and was included in prepaid expenses and other on the condensed consolidated balance sheet. At December 31, 2022, the fair value of the long term cross currency swap contract was ~~a $18.1 million net~~an asset of ~~which $5.3~~$14.6 million isand included in prepaid expenses and other and $12.8 million is included in other assets on the condensed consolidated balance sheet. At December 31, 2021, the fair value of the long term cross currency swap contract was a $26.3 million net asset, of which a $5.8 million asset was included in prepaid expenses and other and a $20.5 million asset was included in other assets 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) 2022 2021 2022 2021
Derivative instrument gains (losses) included in other operating income (expense) $ 5.3 (11.7) $ (6.5) (5.6)
Offsetting transaction gains (losses) (5.3) 11.7 6.5 5.6
Derivative instrument losses included in interest expense (0.3) (0.5) (0.7) (0.8)
Net derivative instrument gains (losses) 5.0 (12.2) (7.2) (6.4)


	Three Months Ended March 31,
(In millions)		2023		2022

Derivative instrument losses included in other operating income (expense)		$	(3.4)	(11.8)

Offsetting transaction gains		3.4		11.8

Derivative instrument losses included in interest expense		(0.3)		(0.4)

Net derivative instrument losses		(3.7)		(12.2)

In the first quarter of 2019, we entered into 10ten 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, 2022,~~March 31, 2023, the notional value of these contracts was $400 million with a remaining weighted-average maturity of ~~0.8~~0.5 years. At ~~June 30,~~March 31, 2023, the fair value of these interest rate swaps was an asset of $7.7 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 ~~$3.7~~$10.0 million of which ~~$2.3~~$9.3 million was included in prepaid expenses and ~~other and $1.4~~$0.7 million was included in other assets on the condensed consolidated balance sheet. At December 31, 2021, the fair value of these interest rate swaps was a net liability of $13.9 million, of which $8.3 million was included in accrued liabilities and $5.6 million was included in other liabilities on the condensed consolidated balance sheet.

In the first quarter of 2022, we entered into 4four 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 will be 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 will be amortized to earnings on a ratable and systematic basis through the maturity date of the new interest rate swaps in June 2027.

At March 31, 2023, the notional value of these contracts was $200 million with a remaining weighted-average maturity of 2.2 years. At March 31, 2023, the fair value of these interest rate swaps was a net asset of $12.8 million of which $5.6 million was included in prepaid expenses and other and $7.2 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 maturity date of June 2027. 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 ~~presently~~initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). ~~The forward-starting interest rate swaps will become effective in July 2022 and have a maturity date in July 2030. The~~We reclassify amounts from accumulated other comprehensive income (loss) ~~will begin to be released~~ into earnings ~~once~~in the ~~swaps become effective in July 2022.~~same periods that the hedged debt affects earnings.

At ~~June 30, 2022,~~March 31, 2023, the notional value of these contracts was ~~$200~~$175 million with a remaining weighted-average maturity of ~~0.1~~2.2 years. At ~~June 30,~~

March 31, 2023, the fair value of these interest rate swaps was a net liability of $1.5 million of which $1.8 million was included in prepaid expenses and other and $3.3 million was included in other liabilities on the condensed consolidated balance sheet. At December 31, 2022, the fair value of these ~~forward-starting~~ interest rate swaps was a net asset of ~~$10.5~~$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 July 2022, we amended the forward-starting interest rates swaps by removing an early termination clause and changing the maturity date to June 2027.~~

In the second quarter of 2021, we entered into 10ten 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.

At June 30, 2022, the notional value of these cross currency swap contracts was $400 million with a remaining weighted average maturity of 4.7 years. At June 30, 2022, the fair value of these cross currency swaps was a net asset of $52.1 million, of which $6.0 million was included in prepaid expenses and other and $46.1 million was included in other assets on the condensed consolidated balance sheet. At December 31, 2021, the fair value of these cross currency swaps was a net asset of $28.5 million, of which $6.0 million was included in prepaid expenses and other and $22.5 million was included in other assets on the condensed consolidated balance sheet.

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 9nine 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 March 31, 2023, the total notional value of these cross currency swap contracts was $400 million with a remaining weighted average maturity of 2.6 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 March 31, 2023, the fair value of these cross currency swaps was a net liability of $14.9 million of which $5.6 million was included in prepaid expenses and other and $20.5 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.

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,			Three Months Ended March 31,
(In millions)	(In millions)	2022		2021	2022	2021	(In millions)		2023	2022

Interest rate swaps designated as cash flow hedges	Interest rate swaps designated as cash flow hedges	$	1.8	2.5	4.2	4.9	Interest rate swaps designated as cash flow hedges		(4.0)	2.4
Cross currency swaps designated as net investment hedges	Cross currency swaps designated as net investment hedges	(1.6)		(1.1)	(3.1)	(1.1)	Cross currency swaps designated as net investment hedges		(1.4)	(1.5)
Net derivative instrument losses included in interest expense		$	0.2	1.4	1.1	3.8
Net derivative instrument (gains) losses included in interest expense							Net derivative instrument (gains) losses included in interest expense		(5.4)	0.9

The fair values of these forward and swap contracts are based on the present value of net future cash payments and 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.

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 March 31, 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, which consists of two components. The first component is a payable based on post-acquisition increases in ATM cash withdrawal interchange fees through June 30, 2023. The fair value of this payable was estimated at $4.3 million as of the October 3, 2022 acquisition date. 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.

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 ~~six~~three months of ~~2022.~~2023.

2422

Note 9 - Debt


		June 30,		December 31,		March 31,		December 31,
(In millions)	(In millions)	2022		2021	(In millions)	2023		2022
Debt:	Debt:				Debt:

Short-term borrowings	Short-term borrowings	$	14.0	9.8	Short-term borrowings	$	94.1	47.2
Total short-term borrowings	Total short-term borrowings	$	14.0	9.8	Total short-term borrowings	$	94.1	47.2

Long-term debt	Long-term debt				Long-term debt
Bank credit facilities:	Bank credit facilities:				Bank credit facilities:
Term loan A(a)	Term loan A(a)	$	1,394.4	1,224.7	Term loan A(a)	$	1,368.9	1,377.4
Senior unsecured notes(b)	Senior unsecured notes(b)	990.9		989.8	Senior unsecured notes(b)	992.7		992.1
Revolving Credit Facility	Revolving Credit Facility	490.5		495.0	Revolving Credit Facility	602.1		646.9
Other (c)	Other (c)	75.5		68.9	Other (c)	99.2		147.0
Financing leases	Financing leases	193.8		178.5	Financing leases	213.9		192.2
Total long-term debt	Total long-term debt	$	3,145.1	2,956.9	Total long-term debt	$	3,276.8	3,355.6

Total debt	Total debt	$	3,159.1	2,966.7	Total debt	$	3,370.9	3,402.8

Included in:	Included in:				Included in:
Current liabilities	Current liabilities	$	98.2	125.0	Current liabilities	$	180.7	129.6
Noncurrent liabilities	Noncurrent liabilities	3,060.9		2,841.7	Noncurrent liabilities	3,190.2		3,273.2
Total debt	Total debt	$	3,159.1	2,966.7	Total debt	$	3,370.9	3,402.8

(a)Amounts outstanding are net of unamortized debt costs of ~~$5.6~~$4.8 million as of ~~June 30, 2022~~March 31, 2023 and ~~$3.7~~$5.1 million as of December 31, ~~2021.~~2022.

(b)Amounts outstanding are net of unamortized debt costs of ~~$9.1~~$7.3 million as of ~~June 30, 2022~~March 31, 2023 and ~~$10.2~~$7.9 million as of December 31, ~~2021.~~2022.

(c)Other facilities include ~~$61.7~~$74.2 million related to the Brink's Capital credit facility at ~~June 30, 2022,~~March 31, 2023, compared to ~~$57.5~~$106.8 million at December 31, ~~2021.~~2022. The facility had ~~$2,221.5~~$1,547.3 million in borrowings and ~~$2,217.3~~$1,579.9 million in repayments in the first ~~six~~three months of ~~2022,~~2023, which is reflected in the long-term revolving credit facilities movement in the consolidated statements of cash flows.

Long-Term Debt

Senior Secured Credit Facility

In June 2022, we amended our senior secured credit facility (the “Senior Secured Credit Facility”) with 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 an amount equal to 0.625% of the initial loan amount for the first 8eight 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 ~~SOFR~~the Secured Overnight Financing Rate ("SOFR") plus a margin or an alternate base rate plus a margin. The Revolving Credit Facility allows us to borrow money or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of ~~June 30, 2022, $510~~March 31, 2023, $398 million was available under the Revolving Credit Facility. The obligations under the Senior Secured Credit Facility are secured by a first-priority lien on all or substantially all of the assets of the Company and certain of its domestic subsidiaries, including a first-priority lien on equity interests of certain of the Company’s direct and indirect subsidiaries. The Company and certain of its domestic subsidiaries also guarantee the obligations under the Senior Secured Credit Facility.

The margin on both SOFR and alternate base rate borrowings under the Senior Secured Credit Facility is based on the Company’s total net debt leverage ratio. The margin on SOFR borrowings, which can range from 1.25% to 1.75%, was 1.50% at ~~June 30, 2022.~~March 31, 2023. The margin on alternate base rate borrowings, which can range from 0.25% to 0.75%, was 0.50% as of ~~June 30, 2022.~~March 31, 2023. We also pay an annual commitment fee on the unused portion of the Revolving Credit Facility based on the Company’s total net leverage ratio. The commitment fee, which can range from 0.15% to 0.28%, was 0.23% as of ~~June 30, 2022.~~March 31, 2023.

Senior Unsecured Notes

In June 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 issued at par ten-year senior unsecured notes (the "2017 Senior Notes" and together with the 2020 Senior Notes, the "Senior Notes") in the aggregate principal amount of $600 million. The 2017 Senior Notes will mature on October 15, 2027 and bear an annual interest rate of 4.625%. The 2017 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.

2523

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 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 2017 Senior Notes were used in part to repay 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 general corporate purposes.

Letter of Credit Facilities and Bank Guarantee Facilities

We have 3three committed letter of credit facilities totaling ~~$71~~$70 million, of which approximately ~~$31~~$11 million was available at ~~June 30, 2022.~~March 31, 2023. At ~~June 30, 2022,~~March 31, 2023, we had undrawn letters of credit and guarantees of ~~$40~~$59 million issued under these facilities. The $15 million facility expires in April 2025, the $32 million facility expires in ~~December 2022~~October 2025 and the $24 million facility expires in May 2027.

We have 3two uncommitted letter of credit facilities totaling ~~$65~~$55 million, of which approximately ~~$42~~$29 million was available at ~~June 30, 2022.~~March 31, 2023. At ~~June 30, 2022,~~March 31, 2023, we had undrawn letters of credit and guarantees of ~~$23~~$26 million issued under these facilities. The $40 million ~~facility expires in December 2022. The~~and the $15 million ~~facility and the $10 million facility~~facilities have no expiration ~~dates~~date.

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

The Senior Secured Credit Facility, Senior Unsecured Notes, the Letter of Credit Facilities and Bank Guarantee Facilities contain various financial and other covenants. The financial covenants, among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and unrestricted subsidiaries, restrict changes to our fiscal year and to organizational documents, limit asset dispositions, limit the use of proceeds from asset sales, limit sale and leaseback transactions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit negative pledges, 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. 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 covenants at ~~June 30, 2022.~~March 31, 2023.

2624

Note 10 - Credit losses

We are exposed to credit losses primarily through sales of our ~~Core~~Cash and ~~High-Value~~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 determine 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 pool that could impact the collectability of outstanding accounts receivables balances that were not contemplated or relevant during a previous period.

In the first quarter of 2022, as many of our regions begin to recover from the ongoing COVID-19 pandemic, we re-assessed earlier assumptions and estimates, and we further refined our methodology of estimating the allowance for doubtful accounts. Our updated method now also includes an estimated allowance for accounts receivables 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 2022, the additional allowance was reduced by $0.4 million as a result of collections.

The following table is a rollforward of the allowance for doubtful accounts for the ~~six~~three month period ended ~~June 30, 2022.~~March 31, 2023.

Allowance for doubtful accounts:


(In millions)

December 31, ~~2021~~2022	$	~~16.9~~38.3

Provision for uncollectible accounts receivable	~~19.9~~6.3
~~Other~~	~~6.1~~
Write-offs and recoveries	~~(5.0)~~(5.8)
Foreign currency exchange effects	~~(0.7)~~0.2
~~June 30, 2022~~March 31, 2023	$	~~37.2~~39.0

2725

Note 11 - Share-based compensation plans

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

We have outstanding share-based awards granted to employees under the ~~2013 Equity Incentive Plan ("2013 Plan") and the~~ 2017 Equity Incentive Plan (the "2017 Plan"). ~~These plans permit~~The 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 ~~permit~~permits 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 previously granted remain outstanding.~~Plan.

We also have outstanding 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 ~~June 30, 2022~~March 31, 2023 include performance 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. Prior 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 2020, the retirement 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 ~~2022~~2023 awards, we recognize expense from the grant date to the earlier of the retirement-eligible date (provided it is not less than one year from the grant date) or the vesting date.

For awards considered liability awards, compensation cost is based on the change in the fair value of the instrument for each reporting period and the percentage of the requisite service that has been 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 Expense			Compensation Expense				Compensation Expense
		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
(in millions)	(in millions)	2022		2021	2022		2021	(in millions)		2023		2022

Performance share units	Performance share units	$	10.9	7.4	$	15.8	12.5	Performance share units		$	7.9	4.9

Restricted stock units	Restricted stock units	3.5		2.9	5.4		4.6	Restricted stock units		2.7		1.9
Deferred stock units and fees paid in stock	Deferred stock units and fees paid in stock	0.4		0.5	0.7		0.6	Deferred stock units and fees paid in stock		0.3		0.3
Performance-based stock options		—		—	—		0.3

Time-based vesting stock options	Time-based vesting stock options	0.1		0.3	0.2		0.7	Time-based vesting stock options		—		0.1
Cash based awards	Cash based awards	0.7		(0.2)	1.1		0.6	Cash based awards		1.1		0.4
Share-based payment expense	Share-based payment expense	15.6		10.9	23.2		19.3	Share-based payment expense		12.0		7.6
Income tax benefit	Income tax benefit	(3.5)		(2.5)	(5.3)		(4.4)	Income tax benefit		(2.8)		(1.8)
Share-based payment expense, net of tax	Share-based payment expense, net of tax	$	12.1	8.4	$	17.9	14.9	Share-based payment expense, net of tax		$	9.2	5.8

2826

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 contained a non-financial performance condition. We measured 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 ~~six~~three months of ~~2022:~~2023:

Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2021 946.5 $ 10.25
Expired(a)
(15.3) 17.92
Exercised (400.0) 5.92
Outstanding balance as of June 30, 2022 531.2 $ 13.29

~~(a)Although the service condition had been met, these 2018 performance options expired in accordance with the terms of the underlying award agreement.~~


	Shares (in thousands)	Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2022	446.2	$	14.70


Exercised	(263.4)	12.47
Outstanding balance as of March 31, 2023	182.8	$	17.92

Time-Based Stock Options

WeIn 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~~three months of ~~2022:~~2023:

Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2021 177.1 $ 21.42
Expired (15.5) 21.51
Outstanding balance as of June 30, 2022 161.6 $ 21.41


	Shares (in thousands)	Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2022	161.6	$	21.41

Expired	—	—

Outstanding balance as of March 31, 2023	161.6	$	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 ~~six~~three months of ~~2022:~~2023:


		Shares (in thousands)	Weighted-Average Grant-Date Fair Value			Shares (in thousands)	Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021		251.1	$	74.37
Nonvested balance as of December 31, 2022					Nonvested balance as of December 31, 2022	309.3	$	67.25
Granted	Granted	211.6	65.97		Granted	147.0	66.29
Forfeited	Forfeited	(22.2)	69.89		Forfeited	(6.9)	63.98

Vested	Vested	(71.0)	77.92		Vested	(113.8)	71.32
Nonvested balance as of June 30, 2022		369.5	$	69.15
Nonvested balance as of March 31, 2023					Nonvested balance as of March 31, 2023	335.6	$	65.52

2927

Performance Share Units ("PSUs”)

WeHistorically, we have 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 2021, the performance period is from January 1, 2021 to December 31, 2022 with an additional one year of service requirement after 2022. For IM PSUs granted in 2022, the performance period is from January 1, 2022 to December 31, 2024. 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 ~~contain~~containing 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 2020, the service period is from January 1, 2020 to December 31, 2022.~~ For the TSR PSUs granted in 2021, the service period is from January 1, 2021 to December 31, 2023. For the TSR PSUs granted in 2022, the service period is from January 1, 2022 to December 31, 2024.

The following table summarizes all PSU activity during the first ~~six~~three months of ~~2022:~~2023:


		Shares (in thousands)	Weighted-Average Grant-Date Fair Value			Shares (in thousands)	Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021		661.0	$	81.75
Nonvested balance as of December 31, 2022					Nonvested balance as of December 31, 2022	726.0	$	76.66
Granted	Granted	257.2	68.40		Granted	213.9	69.14
Forfeited or expired(a)	Forfeited or expired(a)	(58.5)	85.23		Forfeited or expired(a)	(54.9)	86.94

Vested(b)	Vested(b)	(142.9)	77.61		Vested(b)	(171.5)	82.75
Nonvested balance as of June 30, 2022		716.8	$	77.50
Nonvested balance as of March 31, 2023					Nonvested balance as of March 31, 2023	713.5	$	72.15

(a)Although the service condition had been met, ~~23.6~~31.4 thousand TSR PSUs granted in ~~2019~~2020 expired in accordance with the market condition terms of the underlying award agreement. These units had a weighted average grant-date fair value of ~~$105.57~~$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, ~~2021~~2022 were ~~144.4~~208.1 thousand, compared to target shares of ~~142.9~~171.5 thousand.

Deferred Stock Units ("DSUs")

We granted DSUs to our ~~nonemployee~~non-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.

DSUs granted after 2014 will be paid out in shares of Brink's stock approximately 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 ~~six~~three months of ~~2022:~~2023:


		Shares (in thousands)	Weighted-Average Grant-Date Fair Value			Shares (in thousands)	Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021		14.3	$	78.74
Nonvested balance as of December 31, 2022					Nonvested balance as of December 31, 2022	19.7	$	54.74
Granted	Granted	18.6	54.67		Granted	—	—

Vested	Vested	(13.0)	79.79		Vested	—	—
Nonvested balance as of June 30, 2022		19.9	$	55.59
Nonvested balance as of March 31, 2023					Nonvested balance as of March 31, 2023	19.7	$	54.74

3028

Note 12 - Capital Stock

Common Stock

At ~~June 30, 2022,~~March 31, 2023, we had 100 million shares of common stock authorized and ~~47.2~~46.4 million shares issued and outstanding.

Dividends

We paid regular quarterly dividends on our common stock during the last ~~three~~two years. On ~~May 5, 2022,~~January 20, 2023, the Board declared a regular quarterly dividend of 20 cents per share payable on March 1, 2023 to shareholders of record on February 6, 2023.On May 4, 2023, the Board declared a regular quarterly dividend of 22 cents per share payable on June 1, ~~2022~~2023 to shareholders of record on May ~~16, 2022.~~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, 2022,~~March 31, 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 quarter ended March 31, 2023, we repurchased a total of 247,422 shares of our common stock for an aggregate of $16.0 million and an average price of $64.79 per share. These shares were retired upon repurchase. At ~~June 30, 2022, $250~~March 31, 2023, $182 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,			Three Months Ended March 31,
(In millions)	(In millions)	2022	2021	2022	2021	(In millions)		2023	2022

Weighted-average shares:	Weighted-average shares:					Weighted-average shares:
Basic(a)	Basic(a)	47.4	50.0	47.6	49.9	Basic(a)		46.7	47.8
Effect of dilutive stock awards and options	Effect of dilutive stock awards and options	0.4	0.5	0.4	0.6	Effect of dilutive stock awards and options		0.7	0.5
Diluted	Diluted	47.8	50.5	48.0	50.5	Diluted		47.4	48.3

Antidilutive stock awards and options excluded from denominator(b)	Antidilutive stock awards and options excluded from denominator(b)	0.4	0.2	0.7	0.2	Antidilutive stock awards and options excluded from denominator(b)		0.5	1.0

(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, 2022,~~March 31, 2023, and 0.3 million in the three months ~~and 0.3 million in the six months~~ ended ~~June 30, 2021.~~March 31, 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~~EPS. The antidilutive impact from the first quarter of 2022 ~~will continue~~continued to have year-to-date antidilutive impact for the remainder of 2022.

3129

Note 13 - Supplemental cash flow information


		Six Months Ended June 30,				Three Months Ended March 31,
(In millions)	(In millions)	2022		2021	(In millions)	2023		2022
Cash paid for:	Cash paid for:				Cash paid for:
Interest	Interest	$	56.8	54.0	Interest	$	59.1	25.4
Income taxes, net	Income taxes, net	70.5		38.9	Income taxes, net	23.3		31.3

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~~three months of ~~2022~~2023 or ~~2021.~~2022.

Non-cash Investing and Financing Activities

We acquired ~~$39.6~~$20.7 million in armored vehicles and other equipment under financing lease arrangements in the first ~~six~~three months of ~~2022~~2023 compared to ~~$44.4~~$14.4 million in armored vehicles and other equipment acquired under financing lease arrangements in the first ~~six~~three months of ~~2021.~~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 Services)

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. 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. Prior to the third quarter of 2020, as part of this service offering, we entered into lending arrangements with some of our customers. Cash borrowed under these lending arrangements was used in the process of managing these customers' cash supply chains, was restricted and could not be used for any other purpose other than to service these customers.

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 ~~$22.5~~$42.0 million ($~~15.0~~40.7 million at December 31, ~~2021)~~2022) and, due to this contractual restriction, we have classified these amounts as restricted cash.

At ~~June 30, 2022,~~March 31, 2023, we held ~~$358.6~~$401.8 million of restricted cash ($~~184.2~~187.5 million represented restricted cash held for customers and ~~$148.6~~$158.2 million represented accrued liabilities). At December 31, ~~2021,~~2022, we held ~~$376.4~~$438.5 million of restricted cash ($~~215.5~~229.3 million represented restricted cash held for customers and ~~$139.9~~$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,		March 31,		December 31,
(In millions)	(In millions)	2022		2021	(In millions)	2023		2022
Cash and cash equivalents	Cash and cash equivalents	$	743.3	710.3	Cash and cash equivalents	$	816.6	972.0
Restricted cash	Restricted cash	358.6		376.4	Restricted cash	401.8		438.5
Total, cash, cash equivalents, and restricted cash in the condensed consolidated statements of cash flows	Total, cash, cash equivalents, and restricted cash in the condensed consolidated statements of cash flows	$	1,101.9	1,086.7	Total, cash, cash equivalents, and restricted cash in the condensed consolidated statements of cash flows	$	1,218.4	1,410.5

3230

Note 14 - Contingent matters

In 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 ~~responding~~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 2018, we became aware of an investigation initiated by the Chilean Fiscalía Nacional Económica (the Chilean antitrust agency) (“FNE”) related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. In October 2021, the FNE filed a complaint before the Chilean antitrust court alleging that Brink’s Chile (as well as competitor companies) engaged in collusion in 2017 and 2018 and requested that the court approve a fine of $30.5 million. The Company ~~has not had access~~filed its response to the ~~FNE's investigative file nor to its evidence supporting~~complaint in November 2022, which signaled the ~~allegations.~~beginning of the evidentiary phase. The Company intends to vigorously defend itself against the FNE's complaint. Based on available information to date, the Company recorded a charge of $9.5 million in the third quarter of 2021 in connection with this matter. In ~~the first six months of~~ 2022, we recognized an additional ~~$0.8~~$1.4 million adjustment and, in the first three months of 2023, we recognized an additional $0.2 million adjustment to our estimated ~~loss as a result of~~loss. The adjustments resulted from a 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 15 - 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 plan across our global business operations. The actions were taken to enable growth, reduce costs and related infrastructure, and to mitigate the potential impact of external economic conditions. In total, we have recognized $32.6 million in charges under the program, including $10.4 million in the first quarter of 2023. We expect total expenses from the program to be between $42 million and $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 2022 Global Restructuring Plan:


(In millions)	Severance Costs		Other	Total

Balance as of January 1, 2023	$	11.5	—	11.5
Expense	9.1		1.3	10.4
Payments and utilization	(6.1)		(1.3)	(7.4)

Foreign currency exchange effects	0.2		—	0.2
Balance as of March 31, 2023	$	14.7	—	14.7

Other Restructurings

Management periodically implements restructuring actions in targeted sections of our business. As a result of these actions, we recognized net costs of ~~$21.7~~$11.7 million in the first ~~six~~three months of ~~2021,~~2022, primarily severance costs. We recognized ~~$14.4~~$3.8 million net costs in the first ~~six~~three months of ~~2022,~~2023, primarily severance costs. The majority of the costs ~~from~~in both the 2023 and 2022 ~~restructuring plans~~periods resulted from the exit of a line of business in a specific geography with most of the remaining costs due to management initiatives to address the COVID-19 pandemic.~~For the restructuring actions that have not yet been completed, we expect to incur additional costs between $8 million and $10 million in future periods.~~

~~The following table summarizes the changes in the accrued liability for costs incurred, payments and utilization, and foreign currency exchange effects of other restructurings:~~

(In millions) Severance Costs Other Total
Balance as of January 1, 2022 $ 11.0 — 11.0
Expense 13.1 1.3 14.4
Payments and utilization (10.6) (1.3) (11.9)
Foreign currency exchange effects (0.5) — (0.5)
Balance as of June 30, 2022 $ 13.0 — 13.0

3331

THE BRINK’S COMPANY

and subsidiaries

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

The Brink’s Company (along with its subsidiaries, “Brink’s”, the “Company”, “we”, “us” or “our”) ~~offers transportation and logistics management services for~~is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services throughout the world. These services include:

Cash and Valuables Management

•Cash-in-transit ~~(“CIT”~~("CIT") services – armored vehicle transportation of ~~valuables~~cash and coin

•Basic ATM services – replenishing funds and ~~maintaining customers'~~providing basic maintenance services to our customers’ automated teller ~~machines; providing network infrastructure services~~machines

•Brink's Global ~~services~~Services ("BGS") – secure international transportation, pick-up, packaging, customs clearance, secure vault storage, and inventory management of ~~valuables~~high-value commodities

•Cash management services

◦~~Money processing (e.g.,~~ – counting, sorting, wrapping, ~~checking condition of bills)~~check imaging, cashier balancing, counterfeit detection, account consolidation and ~~other cash management services~~

◦Digital cash payment services that provide advance credit for cash deposited in Brink's-provided tech-enabled safe devices and other services related to deploying and servicing "intelligent" safes and safe control devices (including our patented CompuSafe® ~~service)~~

◦~~Check imaging services~~electronic reporting

•Vaulting services – combines cash-in-transit services, cash management, ~~services,~~ vaulting and electronic reporting technologies for banks

•Other Services – guarding, commercial security, and payment services

Digital Retail Solutions ("DRS"), and ATM ~~managed services~~Managed Services ("AMS")

•DRS – services that facilitate faster access to cash deposits leveraging Brink’s tech-enabled devices and software platforms that enable enhanced customer analytics and visibility

•AMS – comprehensive solutions for ATM management, including cash ~~replenishment, replenishment~~ forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, ~~installation services, and first and second line maintenance~~

•Payment services – bill payment and processing services on behalf of utility companies and other service providers 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 corporate debit cards in the U.S.

•~~Commercial security systems services – design~~ and installation ~~of security systems in designated markets in Europe~~

•~~Guarding~~ services – protection of airports, offices, and certain other locations in Europe, Rest of World and Latin America 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. ~~We completed a leadership change with our President and Chief Executive Officer in the second quarter of 2022.~~ 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.

We manage our business in following four segments:

•North America – operations in the U.S. and Canada, including the Brink’s Global Services ("BGS") line of business,

•Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and

3432

RESULTS OF OPERATIONS

~~COVID-19 Pandemic Impact~~

We continue to monitor developments related to the ongoing coronavirus (COVID-19) pandemic, including with respect to new variants of the COVID-19 virus, which has created global volatility, uncertainty and economic disruption for Brink's, our customers and vendors, and the markets in which we do business. We have taken and continue to take steps to mitigate the potential risks to our employees, our customers and our business around the world. We are focused on three priorities:

•~~Protecting our people and providing essential services to our customers;~~

•~~Preserving cash and optimizing profitability; and~~

•~~Positioning Brink’s to be stronger on the other side of the crisis.~~

The COVID-19 pandemic began to have a material adverse impact on our results of operations in the quarter ended March 31, 2020. During 2020, 2021 and continuing into 2022, health conditions and economic activity in the countries in which we operate have been significantly impacted by government, customer and consumer actions in response to the pandemic. These actions have led to reduced customer volumes, changes to our operating procedures, labor shortages and increases to our costs to provide services. We have taken and continue to take actions to adjust the way we operate and reduce our costs through restructuring activities and operational changes to address these impacts and align to future anticipated revenue levels.

In addition, we cannot predict whether future developments associated with the COVID-19 pandemic will have a materially adverse effect on our long-term liquidity position. We believe we continue to have sufficient liquidity to meet our current obligations. The COVID-19 pandemic continues, however, to be an evolving situation, and we cannot predict the extent or duration of the ongoing COVID-19 pandemic, the effects of it on the global, national or local economy, including the impacts on our ability to access capital, or its effects on our business, financial position, results of operations, and cash flows.

~~We will continue to monitor developments affecting our employees, customers and operations and take additional steps to address the business impact of the COVID-19 pandemic, as necessary.~~

~~Refer to the “Liquidity and Capital Resources” section below for further discussion.~~

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 regular 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 they 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. The non-GAAP adjustments used to reconcile our GAAP results are described on pages ~~43–44~~37–38 and are reconciled to comparable GAAP measures on pages ~~49–51.~~43–45.

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. See definitions on page ~~39.~~35.

Three Months
Ended June 30, % Six Months
Ended June 30, %
(In millions, except for per share amounts) 2022 2021 Change 2022 2021 Change
GAAP
Revenues $ 1,133.9 1,048.8 8 2,207.9 2,026.5 9
Cost of revenues 867.5 819.2 6 1,707.2 1,578.0 8
Selling, general and administrative expenses 167.5 155.8 8 339.1 310.1 9
Operating profit 96.5 73.3 32 158.9 135.0 18
Income from continuing operations(a)
35.2 24.0 47 106.6 36.7 fav
Diluted EPS from continuing operations(a)
$ 0.73 0.47 55 2.22 0.73 fav
Non-GAAP(b)
Non-GAAP revenues $ 1,133.9 1,048.8 8 2,207.9 2,026.5 9
Non-GAAP operating profit 124.0 110.6 12 236.1 200.7 18
Non-GAAP income from continuing operations(a)
61.8 58.1 6 117.3 98.2 19
Non-GAAP diluted EPS from continuing operations(a)
$ 1.29 1.15 12 2.44 1.94 26


	Three Months Ended March 31,		%
(In millions, except for per share amounts)		2023	2022	Change
GAAP
Revenues		1,185.4	1,074.0	10
Cost of revenues		920.3	839.7	10
Selling, general and administrative expenses		177.0	171.6	3
Operating profit		79.8	62.4	28
Income from continuing operations(a)		14.3	71.4	(80)
Diluted EPS from continuing operations(a)		0.30	1.48	(80)

Non-GAAP(b)
Non-GAAP revenues		1,185.4	1,074.0	10
Non-GAAP operating profit		127.4	112.1	14
Non-GAAP income from continuing operations(a)		55.0	57.4	(4)
Non-GAAP diluted EPS from continuing operations(a)		1.16	1.19	(3)

(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 ~~49–51.~~43–45.

GAAP Basis

Analysis of Consolidated Results: ~~Second~~First Quarter ~~2022~~2023 versus ~~Second~~First Quarter ~~2021~~2022

Consolidated Revenues Revenues increased ~~$85.1~~$111.4 million due to organic increases in Latin America ($~~44.0~~56.1 million), North America ($~~43.5~~33.8 million), Europe ($~~24.6~~24.8 million), and Rest of World ($~~22.5~~20.6 million), and the favorable impact of acquisitions ($~~4.4~~36.0 million), partially offset by the unfavorable impact of currency exchange rates ($~~53.9~~59.9 million). The unfavorable currency impact was driven primarily by the ~~euro~~Argentine peso and the ~~Argentine peso.~~euro. Revenues increased 13% on an organic basis primarily due to higher volume and inflation-based price increases. See above for our definition of “organic growth.”

Consolidated Costs and Expenses Cost of revenues increased 6%10% to ~~$867.5~~$920.3 million primarily due to higher labor and other operational costs, driven by cost inflation and volume, ~~recovery~~ and ~~wage increases in~~ the ~~U.S.,~~impact of acquisitions, partially offset by the impact of currency exchange ~~rates, lower costs related to restructuring actions, and the impact of acquisitions, including integration costs.~~rates. Selling, general and administrative costs increased 8%3% to ~~$167.5~~$177.0 million primarily due to organic increases in labor and other administrative costs, partially offset by the first-quarter 2022 unfavorable impact of ~~currency exchange rates, lower costs related to restructuring actions, and~~a change in allowance estimate ($16.7 million) due to a modification in our methodology to estimate the ~~impact of acquisitions, including integration costs.~~allowance for doubtful accounts.

Consolidated Operating Profit Operating profit increased ~~$23.2~~$17.4 million due mainly to:

•organic increases in Latin America ($~~12.2~~15.5 million), North America ($13.9 million), Rest of World ($~~9.9~~6.0 million), and Europe ($~~6.4~~5.8 million),

•~~lower costs incurred related to reorganization and restructuring ($12.4 million) included in "Other items not allocated to segments"~~,

•lower costs related to ~~business acquisitions and dispositions ($4.9 million), including~~ the ~~impact of acquisition-related charges and intangible asset amortization in 2022, included in "Other items not allocated to segments", and~~

•~~the favorable operating impact of business acquisitions ($0.8 million), excluding intangible amortization and acquisition-related charges,~~

~~partially offset by:~~

•~~unfavorable changes in currency exchange rates ($12.3 million), driven by the Argentine peso and the euro,~~

•~~an organic decrease in North America ($7.5 million), and~~

•~~higher corporate expenses on an organic basis ($2.0 million).~~

~~Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts~~ Income from continuing operations attributable to Brink’s shareholders increased $11.2 million to $35.2 million due to the increase in operating profit mentioned above, partially offset by higher income tax expense ($6.6 million), higher interest expense ($4.2 million), and lower interest and other non-operating income ($1.2 million). Earnings per share from continuing operations was $0.73, up from $0.47 in the second quarter of 2021.

~~Analysis of Consolidated Results: First Half 2022 versus First Half 2021~~

~~Consolidated Revenues~~Revenues increased $181.4 million due to organic increases in Latin America ($76.6 million), North America ($62.0 million), Europe ($47.1 million), and Rest of World ($36.2 million) and the favorable impact of acquisitions ($46.8 million), partially offset by the unfavorable impact of currency exchange rates ($87.3 million). The unfavorable currency impact was driven primarily by the euro and the Argentine peso. Revenues increased 11% on an organic basis primarily due to higher volume and inflation-based price increases. See above for our definition of “organic growth.”

~~Consolidated Costs andExpenses~~Cost of revenues increased 8% to $1,707.2 million primarily due to higher labor and other operational costs driven by volume recovery and wage increases in the U.S., and the impact of acquisitions, partially offset by the impact of currency exchange rates and lower costs related to restructuring actions. Selling, general and administrative costs increased 9% to $339.1 million primarily due to the unfavorable impact of a change in allowance estimate ($16.7 million) recorded in the first-quarter 2022, due to a modification in our methodology to estimate the allowance for doubtful accounts, ~~organic increases in labor~~ and ~~other administrative costs, partially offset by the impact of currency exchange rates.~~

~~Consolidated Operating Profit~~ ~~Operating profit increased $23.9 million due mainly to:~~

•~~organic increases in Latin America~~the favorable operating impact of business acquisitions ($~~20.7~~3.0 million), ~~Rest of World ($12.4 million),~~excluding intangible amortization and ~~Europe ($11.5 million),~~acquisition-related charges.

partially offset by:

•~~lower~~higher corporate expenses on an organic basis ($~~14.4~~16.9 million),

•~~lower~~unfavorable changes in currency exchange rates ($16.3 million), driven by the Argentine peso and the euro, and

•the following items included in "Other items not allocated to segments":

◦higher costs related to business acquisitions and dispositions ($~~8.4~~7.3 million), including the impact of acquisition-related charges and intangible asset amortization in ~~2022, included in "Other items not allocated to segments",~~

•~~favorable operating impact of business acquisitions ($7.7 million), excluding intangible amortization and acquisition-related charges,~~2023, and

•◦~~lower~~higher costs incurred related to reorganization and restructuring ($~~7.3~~2.5 million) ~~included in "Other items not allocated to segments".~~

~~partially offset by:~~

•~~an organic decrease in North America ($21.2 million),~~

•~~unfavorable changes in currency exchange rates ($17.9 million), driven by the Argentine peso and the euro, and~~

•unfavorable impact of a change in allowance estimate ($16.7 million) recorded in the first-quarter 2022 due to a modification in our methodology to estimate the allowance for doubtful accounts, included in "Other items not allocated to segments".

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Income from continuing operations attributable to Brink’s shareholders ~~increased $69.9~~decreased $57.1 million to ~~$106.6~~$14.3 million due to ~~lower~~higher income tax expense ($~~48.1~~61.4 million), higher interest expense ($18.7 million), and higher non-controlling interest ($0.4 million), partially offset by the increase in operating profit mentioned above and higher interest and other non-operating income ($~~3.0 million), slightly offset by higher interest expense ($4.9 million) and higher non-controlling interest ($0.2~~6.0 million). Earnings per share from continuing operations was ~~$2.22, up~~$0.30, down from ~~$0.73~~$1.48 in the first ~~half~~quarter of ~~2021.~~2022.

Non-GAAP Basis

Analysis of Consolidated Results: ~~Second~~First Quarter ~~2022~~2023 versus ~~Second~~First Quarter ~~2021~~2022

Non-GAAP Consolidated Revenues There is no difference between GAAP and Non-GAAP ~~revenues increased $85.1 million due to organic increases in Latin America ($44.0 million), North America ($43.5 million), Europe ($24.6 million), and Rest of World ($22.5 million) and~~revenue amounts for the favorable impact of acquisitions ($4.4 million), partially offset by the unfavorable impact of currency exchange rates ($53.9 million). The unfavorable currency impact was driven primarily by the euro and the Argentine peso. Revenues increased 13% on an organic basis primarily due to higher volume and inflation-based price increases.periods presented. See ~~above~~page 33 for ~~our definition of “organic growth.”~~details.

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased ~~$13.4~~$15.3 million due mainly to:

•organic increases in Latin America ($~~12.2~~15.5 million), North America ($13.9 million), Rest of World ($~~9.9~~6.0 million), and Europe ($~~6.4~~5.8 million) and

•the favorable operating impact of business acquisitions ($~~0.8~~3.0 million), excluding intangible amortization and acquisition-related charges,

partially offset by:

•~~an organic decrease in North America ($7.5 million),~~

•~~unfavorable changes in currency exchange rates ($6.4 million), driven primarily by the Argentine peso and the euro and~~

•higher corporate expenses on an organic basis ($~~2.0 million).~~

~~Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts~~Non-GAAP income from continuing operations attributable to Brink’s shareholders increased $3.7 million to $61.8 million due to the operating profit increase mentioned above and lower non-controlling interest ($0.5 million), partially offset by lower interest and other non-operating income ($5.7 million), higher interest expense ($4.4 million), and higher income tax expense ($0.1 million). Earnings per share from continuing operations was $1.29, up from $1.15 in the second quarter of 2021.

~~Analysis of Consolidated Results: First Half 2022 versus First Half 2021~~

~~Non-GAAP Consolidated Revenues~~ Non-GAAP revenues increased $181.4 million due to organic increases in Latin America ($76.6 million), North America ($62.0 million), Europe ($47.1 million), and Rest of World ($36.2 million) and the favorable impact of acquisitions ($46.8 million), partially offset by the unfavorable impact of currency exchange rates ($87.3 million). The unfavorable currency impact was driven primarily by the euro and the Argentine peso. Revenues increased 11% on an organic basis primarily due to higher volume and inflation-based price increases. See above for our definition of “organic growth.”

~~Non-GAAP Consolidated Operating Profit~~ ~~Non-GAAP operating profit increased $35.4 million due mainly to:~~

•~~organic increases in Latin America ($20.7 million), Rest of World ($12.4 million), and Europe ($11.5 million),~~

•~~lower corporate expenses on an organic basis ($14.4 million), and~~

•~~the favorable operating impact of business acquisitions ($7.7 million), excluding intangible amortization and acquisition-related charges,~~

~~partially offset by:~~

•~~an organic decrease in North America ($21.2~~16.9 million) and

•unfavorable changes in currency exchange rates ($~~10.1~~12.0 million), driven primarily by the Argentine peso and the euro.

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders ~~increased $19.1~~decreased $2.4 million to ~~$117.3~~$55.0 million due to higher interest expense ($18.9 million) and higher non-controlling interest ($0.4 million), mostly offset by the operating profit increase mentioned above and ~~lower non-controlling interest ($0.3 million), partially offset by~~ higher ~~income tax expense ($6.5 million), lower~~ interest and other non-operating income ($~~5.1 million), and higher interest expense ($5.0~~1.6 million). Earnings per share from continuing operations was ~~$2.44, up~~$1.16, down from ~~$1.94~~$1.19 in the first ~~half~~quarter of ~~2021.~~2022.

3834

Revenues and Operating Profit by Segment: ~~Second~~First Quarter ~~2022~~2023 versus ~~Second~~First Quarter ~~2021~~2022


				Organic	Acquisitions /			% Change					Organic	Acquisitions /			% Change
(In millions)	(In millions)	2Q'21		Change	Dispositions(a)	Currency(b)	2Q'22	Total	Organic	(In millions)	1Q'22		Change	Dispositions(a)	Currency(b)	1Q'23	Total	Organic
Revenues:	Revenues:									Revenues:
North America	North America	$	356.8	43.5	2.6	(1.3)	401.6	13	12	North America	$	368.8	33.8	1.3	(2.0)	401.9	9	9
Latin America	Latin America	272.8		44.0	1.0	(11.5)	306.3	12	16	Latin America	291.3		56.1	0.8	(32.7)	315.5	8	19
Europe	Europe	230.8		24.6	0.8	(29.5)	226.7	(2)	11	Europe	222.1		24.8	35.6	(13.8)	268.7	21	11
Rest of World	Rest of World	188.4		22.5	—	(11.6)	199.3	6	12	Rest of World	191.8		20.6	(1.7)	(11.4)	199.3	4	11
Segment revenues(c)	Segment revenues(c)	1,048.8		134.6	4.4	(53.9)	1,133.9	8	13	Segment revenues(c)	1,074.0		135.3	36.0	(59.9)	1,185.4	10	13

Revenues - GAAP	Revenues - GAAP	$	1,048.8	134.6	4.4	(53.9)	1,133.9	8	13	Revenues - GAAP	$	1,074.0	135.3	36.0	(59.9)	1,185.4	10	13

Operating profit:	Operating profit:									Operating profit:
North America	North America	$	41.1	(7.5)	0.5	—	34.1	(17)	(18)	North America	$	24.4	13.9	0.2	0.1	38.6	58	57
Latin America	Latin America	57.1		12.2	0.1	(4.7)	64.7	13	21	Latin America	63.0		15.5	0.3	(12.2)	66.6	6	25
Europe	Europe	18.7		6.4	0.2	(2.9)	22.4	20	34	Europe	14.8		5.8	2.3	(0.9)	22.0	49	39
Rest of World	Rest of World	31.9		9.9	—	(2.3)	39.5	24	31	Rest of World	33.1		6.0	0.2	(2.0)	37.3	13	18
Segment operating profit	Segment operating profit	148.8		21.0	0.8	(9.9)	160.7	8	14	Segment operating profit	135.3		41.2	3.0	(15.0)	164.5	22	30
Corporate(d)	Corporate(d)	(38.2)		(2.0)	—	3.5	(36.7)	(4)	5	Corporate(d)	(23.2)		(16.9)	—	3.0	(37.1)	60	73
Operating profit - non-GAAP	Operating profit - non-GAAP	110.6		19.0	0.8	(6.4)	124.0	12	17	Operating profit - non-GAAP	112.1		24.3	3.0	(12.0)	127.4	14	22

Other items not allocated to segments(e)	Other items not allocated to segments(e)	(37.3)		10.8	4.9	(5.9)	(27.5)	(26)	(29)	Other items not allocated to segments(e)	(49.7)		13.7	(7.3)	(4.3)	(47.6)	(4)	(28)
Operating profit - GAAP	Operating profit - GAAP	$	73.3	29.8	5.7	(12.3)	96.5	32	41	Operating profit - GAAP	$	62.4	38.0	(4.3)	(16.3)	79.8	28	61

Amounts may not add due to rounding.

(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 ~~43–44~~37–38 for more ~~information.~~

~~(f)~~In the first quarter of 2021, North America operating profit benefited $12.3 million from a change in our method to calculate the allowance for doubtful accounts, with an offsetting higher expense at Corporate. There was no net impact on consolidated operating profit. See further discussion below in Analysis of Segment Results.information

Analysis of Segment Results: ~~Second~~First Quarter ~~2022~~2023 versus ~~Second~~First Quarter ~~2021~~2022

North America

Revenues increased ~~13%~~9% ($~~44.8~~33.1 million) primarily due to a ~~12%~~9% organic increase ($~~43.5~~33.8 million) and the favorable impact of acquisitions ($~~2.6~~1.3 million)., partially offset by the unfavorable impact of currency exchange rates ($2.0 million) from the Canadian dollar. Organic revenue increased primarily due to price increases in the U.S. Operating profit ~~decreased $7.0~~increased $14.2 million, primarily due to a ~~18%~~57% organic ~~decrease~~increase ($~~7.5~~13.9 million)~~, partially offset by~~ and the favorable impact of acquisitions ($~~0.5~~0.2 million). The organic ~~decrease~~increase resulted primarily from several prior year one-time adjustments related to various insurance-related costs and bad-debt reversals in the U.S., and lower government COVID-19 assistance in Canada. The decrease was partially offset by price increases which outpacedhigher revenue outpacing the impact of labor and other cost ~~increases.~~increases, and the impact of cost savings related to restructuring primarily in the U.S. The increase was partially offset by higher security losses and bad debt expense in the U.S.

Latin America

Revenues increased ~~12%~~8% ($~~33.5~~24.2 million) primarily due to a ~~16%~~19% organic increase ($~~44.0~~56.1 million) and the favorable impact of acquisitions ($~~1.0~~0.8 million), partially offset by the unfavorable impact of currency exchange rates ($~~11.5~~32.7 million), primarily from the Argentine ~~peso~~ and ~~partially offset by the Brazilian real.~~Colombian peso. The organic increase was primarily driven by inflation-based price increases inacross the segment with a majority of the impact from Argentina, ~~as well as organic growth in~~ Mexico, ~~from price increases~~ and ~~volume growth versus prior year period results which were more impacted by the COVID-19 pandemic.~~Brazil. Operating profit was up ~~13%~~6% ($~~7.6~~3.6 million) primarily due to a ~~21%~~25% organic increase ($~~12.2~~15.5 million) and the favorable impact of acquisitions ($~~0.1~~0.3 million), partially offset by the unfavorable impact of currency exchange rates ($~~4.7~~12.2 million). The organic ~~profit~~ increase was driven by ~~volume growth in Argentina~~inflation-based price increases which outpaced the impact of labor and ~~Mexico~~other cost increases as well as the benefit of labor and other operational cost saving actions ~~which includes those taken in response to~~throughout the ~~COVID-19 pandemic.~~segment.

Europe

Revenues ~~decreased 2%~~increased 21% ($~~4.1~~46.6 million) due to the ~~unfavorable~~favorable impact of ~~currency exchange rates~~the NoteMachine acquisition ($~~29.5~~35.6 million)~~, partially offset by~~ and a 11% organic increase ($24.6 million) and the favorable impact of acquisitions ($0.8 million). The unfavorable currency impact was driven by the euro. The organic increase was primarily due to organic volume growth in France, including the impact of the partial implementation of an ATM managed services contract for a large customer, and across the segment. Operating profit increased $3.7 million to $22.4 million primarily due to a 34% organic increase ($6.4 million) and the favorable impact of acquisitions ($0.224.8 million), partially offset by the unfavorable impact of currency exchange rates ($~~2.9~~13.8 million). driven by the euro. The organic increase was primarily ~~driven by volume growth~~due to price increases throughout the segment and the impact of ~~labor and other operational cost saving actions~~the full implementation of an ATM managed services contract for a large customer in ~~France and throughout the segment, including those taken in response to the COVID-19 pandemic. This growth was partially offset by lower government COVID-19 assistance in several countries.~~

~~Rest of World~~

~~Revenues~~France. Operating profit increased ~~6% ($10.9 million)~~$7.2 million, primarily due to ~~an 12%~~a 39% organic increase ($~~22.5~~5.8 million) and the favorable impact of the NoteMachine acquisitions ($2.3 million), partially offset by the unfavorable impact of currency exchange rates ($~~11.6~~0.9 million). The organic increase was primarily driven by price increases which outpaced the impact of labor and other cost increases across the segment, and the impact of an accounting adjustment in France.

Rest of World

Revenues increased 4% ($7.5 million) due to a 11% organic increase ($20.6 million), partially offset by the unfavorable impact of currency exchange rates ($11.4 million) and dispositions ($1.7 million). The organic increase was primarily due to global services growth. The unfavorable currency impact was driven by most currencies throughout the segment. Operating profit increased ~~$7.6~~$4.2 million due to a ~~31%~~18% organic increase ($~~9.9~~6.0 million) and the favorable impact of dispositions ($0.2 million), partially offset by the unfavorable impact of currency exchange rates ($~~2.3~~2.0 million). The organic increase was primarily due to ~~global services growth and~~ the impact of labor and other operational cost saving actions ~~including those taken in response to COVID-19.~~

~~Revenues and Operating Profit by Segment: First Half 2022 versus First Half 2021~~

Organic Acquisitions / % Change
(In millions) YTD '21 Change
Dispositions(a)
Currency(b)
YTD '22 Total Organic
Revenues:
North America $ 673.9 62.0 35.8 (1.3) 770.4 14 9
Latin America 542.5 76.6 2.1 (23.6) 597.6 10 14
Europe 445.2 47.1 2.6 (46.1) 448.8 1 11
Rest of World 364.9 36.2 6.3 (16.3) 391.1 7 10
Segment revenues(c)
2,026.5 221.9 46.8 (87.3) 2,207.9 9 11
Revenues - GAAP $ 2,026.5 221.9 46.8 (87.3) 2,207.9 9 11
Operating profit:
North America(f)
$ 73.4 (21.2) 6.3 — 58.5 (20) (29)
Latin America 115.8 20.7 0.2 (9.0) 127.7 10 18
Europe 29.3 11.5 0.4 (4.0) 37.2 27 39
Rest of World 62.3 12.4 0.8 (2.9) 72.6 17 20
Segment operating profit 280.8 23.4 7.7 (15.9) 296.0 5 8
Corporate(d)(f)
(80.1) 14.4 — 5.8 (59.9) (25) (18)
Operating profit - non-GAAP 200.7 37.8 7.7 (10.1) 236.1 18 19
Other items not allocated to segments(e)
(65.7) (12.1) 8.4 (7.8) (77.2) 18 18
Operating profit - GAAP $ 135.0 25.7 16.1 (17.9) 158.9 18 19

~~Amounts may not add due to rounding.~~

~~See page 39 for footnote explanations.~~

~~Analysis of Segment Results: First Half 2022 versus First Half 2021~~

~~North America~~

Revenues increased 14% ($96.5 million) primarily due to a 9% organic increase ($62.0 million) and the favorable impact of acquisitions ($35.8 million), partially offset by the unfavorable impact of currency exchange rates ($1.3 million) from the Canadian dollar. Organic revenue increased primarily due to price increases in the U.S. Operating profit decreased $14.9 million, primarily due to a 29% organic decrease ($21.2 million) partially offset by the favorable impact of acquisitions ($6.3 million). The organic decrease resulted primarily from several prior year one-time adjustments related to various insurance-related costs and bad-debt reversals in the U.S., and lower government COVID-19 assistance in Canada. The decrease was partially offset by price increases which outpaced the impact of labor and other cost increases.

The change in bad debt expense was driven by a first quarter of 2021 change to the allowance for doubtful accounts calculation method for the segment’s U.S. business, which resulted in a $12.3 million operating profit increase, and which was offset by a $12.3 million increase to Corporate expense, resulting in no impact to consolidated operating profit for the first quarter. Historically, all Brink’s business units followed an internal Company policy for determining an allowance for doubtful accounts and the allowances were then reconciled to the required U.S. GAAP estimated consolidated allowance, with any differences reported as part of Corporate expense. Other than for the U.S. business, the reconciling differences were not significant. We changed the U.S. calculation of the allowance in order to more closely align it with the U.S. GAAP consolidated calculation and to minimize reconciling differences, resulting in the offsetting $12.3 million adjustments to align the methods.

A change in estimation methodology resulted in a $16.7 million incremental bad debt expense recorded in the first quarter of 2022 that was associated with U.S. aged receivables. In the second quarter of 2022, the additional allowance was reduced by $0.4 million as a result of collections. However, as discussed in Note 1 this amount was recorded as part of "Other items not allocated to segments" and is not included in the North America segment results.

~~Latin America~~

Revenues increased 10% ($55.1 million) primarily due to a 14% organic increase ($76.6 million) and the favorable impact of acquisitions ($2.1 million), partially offset by the unfavorable impact of currency exchange rates ($23.6 million), primarily from the Argentine peso and partially offset by the Brazilian real. The organic increase was driven by inflation-based price increases in Argentina, as well as organic growth in Mexico from price increases and volume growth versus prior year period results which were more impacted by the COVID-19 pandemic. Operating profit was up 10% ($11.9 million) primarily due to a 18% organic increase ($20.7 million) and the favorable impact of acquisitions ($0.2 million), partially offset by unfavorable currency ($9.0 million). The organic increase was driven by volume growth in Argentina and Mexico as well as the benefit of labor and other operational cost saving actions, which includes those taken in response to the COVID-19 pandemic.

~~Europe~~

Revenues increased 1% ($3.6 million) due to a 11% organic increase ($47.1 million) and the favorable impact of acquisitions ($2.6 million), partially offset by the unfavorable impact of currency exchange rates ($46.1 million). The organic increase was primarily due to organic growth in France, including the impact of the partial implementation of an ATM managed services contract for a large customer, and across the segment. The unfavorable currency impact was driven by the euro. Operating profit increased $7.9 million primarily due to an organic increase ($11.5 million) and the favorable impact of acquisitions ($0.4 million), partially offset by the unfavorable impact of currency exchange rates ($4.0 million). The organic increase was primarily driven by volume growth and the impact of labor and other operational cost saving actions in France and throughout the segment, ~~including those taken in response to the COVID-19 pandemic. This growth was partially offset by lower government COVID-19 assistance in several countries.~~

~~Rest of World~~

~~Revenues increased 7% ($26.2 million) due to a 10% organic increase ($36.2 million)~~ and ~~the favorable impact of acquisitions ($6.3 million), partially offset by the unfavorable impact of currency exchange rates ($16.3 million). The organic increase was primarily due to~~ global services growth. The currency impact was driven by most currencies throughout the segment. Operating profit increased $10.3 million primarily due to a 20% organic increase ($12.4 million) and the favorable impact of acquisitions ($0.8 million), partially offset by the unfavorable impact of currency exchange rates ($2.9 million), driven by most currencies throughout the segment. The organic increase was primarily due to global services growth and the impact of labor and other operational cost saving actions, including those taken in response to COVID-19.

4236

Income and Expense Not Allocated to Segments

Corporate Expenses


		Three Months Ended June 30,			%	Six Months Ended June 30,			%		Three Months Ended March 31,			%
(In millions)	(In millions)	2022		2021	change	2022		2021	change	(In millions)		2023		2022	change
General, administrative and other expenses	General, administrative and other expenses	$	(39.9)	(38.5)	4	$	(68.4)	(68.6)	—	General, administrative and other expenses		$	(42.6)	(28.5)	49
Foreign currency transaction gains (losses)		3.4		(0.1)	fav	5.8		—	fav
Foreign currency transaction gains										Foreign currency transaction gains		5.1		2.4	fav
Reconciliation of segment policies to GAAP	Reconciliation of segment policies to GAAP	(0.2)		0.4	unfav	2.7		(11.5)	fav	Reconciliation of segment policies to GAAP		0.4		2.9	(86)
Corporate expenses	Corporate expenses	$	(36.7)	(38.2)	(4)	$	(59.9)	(80.1)	(25)	Corporate expenses		$	(37.1)	(23.2)	60

Corporate expenses include corporate headquarters costs, regional management costs, currency transaction gains and losses, costs related to global initiatives and adjustments to reconcile segment accounting policies to U.S. GAAP.

Corporate expenses for the first ~~six~~three months of ~~2022 decreased $20.2~~2023 increased $13.9 million versus the prior year period primarily driven by ~~lower bad debt expense~~increased charges related to insurance and security losses ($13.9 million) included in Corporate expense as part of the reconciliation of segment accounting policies to U.S. GAAP (see further discussion of bad debt expense in the next paragraph below). In addition, there were higher foreign currency transaction gains in the current year period ($5.86.5 million) and ~~an increase in incentive~~higher net compensation costs, including share-based and bonus accruals ($~~6.8~~4.5 million). ~~These increased costs were offset by decreased expenses related to developing new service offerings ($5.9 million).~~

Prior to the first quarter of 2021, all Brink’s business units followed an internal accounting policy for determining an allowance for doubtful accounts. The allowances were then reconciled to the required U.S. GAAP estimated consolidated allowance, with any differences reported as part of Corporate expense. In the first six months of 2021, the Corporate reconciling adjustment was an increase of Corporate expense of $12.7 million. The 2021 adjustment was primarily from a change in the first quarter of 2021 to the allowance calculation method of the North America segment’s U.S. business. This change resulted in a $12.3 million increase to Corporate expense offset by a $12.3 million operating profit increase in the North America segment, resulting in no impact to consolidated operating profit for the first quarter of 2021. We changed the U.S. calculation of the allowance in order to more closely align it with the U.S. GAAP consolidated calculation and to minimize reconciling differences. Other than for the U.S. business, the reconciling differences were not significant. The bad debt expense increase excludes the impact of the internal loss in our U.S. global services operations described on the next page.

Other Items Not Allocated to Segments


		Three Months Ended June 30,			%	Six Months Ended June 30,			%		Three Months Ended March 31,			%
(In millions)	(In millions)	2022		2021	change	2022		2021	change	(In millions)		2023		2022	change

Operating profit:	Operating profit:									Operating profit:
Reorganization and Restructuring	Reorganization and Restructuring	$	(2.7)	(15.1)	(82)	$	(14.4)	(21.7)	(34)	Reorganization and Restructuring		$	(14.2)	(11.7)	21
Acquisitions and dispositions	Acquisitions and dispositions	(15.4)		(20.5)	(25)	(30.6)		(39.2)	(22)	Acquisitions and dispositions		(22.0)		(15.2)	45
Argentina highly inflationary impact	Argentina highly inflationary impact	(9.0)		(2.6)	unfav	(15.1)		(6.5)	unfav	Argentina highly inflationary impact		(11.2)		(6.1)	84
Change in allowance estimate	Change in allowance estimate	0.4		—	fav	(16.3)		—	unfav	Change in allowance estimate		—		(16.7)	(100)
Chile antitrust matter	Chile antitrust matter	(0.8)		—	unfav	(0.8)		—	unfav	Chile antitrust matter		(0.2)		—	unfav
Internal loss		—		0.9	(100)	—		1.7	(100)

Operating profit	Operating profit	$	(27.5)	(37.3)	(26)	$	(77.2)	(65.7)	18	Operating profit		$	(47.6)	(49.7)	(4)

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 external economic conditions. In total, we have recognized $32.6 million in charges under this program, including $10.4 million in the first three months of 2023. We expect total expenses from the program to be between $42 million and $48 million. When completed, the current restructuring actions are expected to reduce our workforce by 3,300 to 3,500 positions and result in annualized cost savings of approximately $60 million.

Other Restructurings

Management periodically implements restructuring actions in targeted sections of our business. As a result of these actions, we recognized net costs of ~~$21.7~~$11.7 million in the first ~~six~~three months of ~~2021,~~2022, primarily severance costs. We recognized ~~$14.4~~$3.8 million net costs in the first ~~six~~three months of ~~2022,~~2023, primarily severance costs. The majority of the costs ~~from~~in both the 2023 and 2022 ~~restructuring plans~~periods result from the exit of a line of business in a specific geography with most of the remaining costs due to management initiatives to address the COVID-19 pandemic. When completed, the current restructuring actions are expected to reduce our workforce by 1,400 to 1,600 positions and result in annualized cost savings of $35 million to $40 million. For the restructuring actions that have not yet been completed, we expect to incur additional costs between $8 million and $10 million in future periods. These estimates are expected to be updated as management targets additional sections of our business.

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,			%		Three Months Ended March 31,			%
(In millions)	(In millions)	2022		2021	change	2022		2021	change	(In millions)		2023		2022	change
Reportable Segments:	Reportable Segments:									Reportable Segments:
North America	North America	$	(0.1)	—	unfav	$	(7.5)	(0.3)	unfav	North America		$	(3.6)	(7.4)	(51)
Latin America	Latin America	(2.4)		(2.4)	—	(5.3)		(3.4)	56	Latin America		(3.6)		(2.9)	24
Europe	Europe	(0.8)		(10.8)	(93)	(2.2)		(15.7)	(86)	Europe		(4.4)		(1.4)	unfav
Rest of World	Rest of World	(0.1)		(1.9)	(95)	(0.1)		(2.3)	(96)	Rest of World		(1.3)		—	unfav
Total reportable segments	Total reportable segments	(3.4)		(15.1)	(77)	(15.1)		(21.7)	(30)	Total reportable segments		(12.9)		(11.7)	10
Corporate items	Corporate items	0.7		—	fav	0.7		—	fav	Corporate items		(1.3)		—	unfav
Total	Total	$	(2.7)	(15.1)	(82)	$	(14.4)	(21.7)	(34)	Total		$	(14.2)	(11.7)	21

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:

~~2022~~2023 Acquisitions and Dispositions

•Amortization expense for acquisition-related intangible assets was ~~$25.2~~$14.0 million in the first ~~six~~three months of 2023.

•We recognized $3.3 million in charges in Argentina in the first three 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 $0.5 million for post-acquisition adjustments to indemnification assets related to previous business acquisitions.

•We incurred ~~$2.1~~$0.4 million in integration costs, primarily related to PAI, ~~and G4S,~~ in the first ~~six~~three months of ~~2022.~~2023.

•Transaction costs related to business acquisitions were ~~$1.0~~$0.5 million in the first ~~six~~three months of ~~2022.~~

•~~Restructuring costs related to acquisitions were $0.1 million in the first six months of 2022.~~

•~~Compensation expense related to the retention of key PAI employees was $1.8 million in the first six months of 2022.~~

~~2021 Acquisitions and Dispositions~~

•~~Amortization expense for acquisition-related intangible assets was $22.6 million in the first six months of 2021.~~2023.

•We ~~incurred $6.9~~recognized a $2.0 million ~~in integration costs, primarily related to G4S,~~loss on the disposition of Russia-based operations in the first ~~six~~three months of ~~2021.~~

•~~Transaction costs related to business acquisitions were $4.3 million in the first six months of 2021.~~

•~~Restructuring costs related to acquisitions were $4.6 million in the first six months of 2021.~~2023.

•Compensation expense related to the retention of key PAI employees was $0.6 million in the first ~~six~~three months of ~~2021.~~2023.

2022 Acquisitions and Dispositions

•Amortization expense for acquisition-related intangible assets was $12.6 million in the first three months of 2022.

•We incurred $0.9 million in integration costs, primarily related to PAI and G4S, in the first three months of 2022.

•Transaction costs related to business acquisitions were $0.4 million in the first three months of 2022.

•Restructuring costs related to acquisitions were $0.1 million in the first three months of 2022.

•Compensation expense related to the retention of key PAI employees was $1.0 million in the first three 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~~three months of ~~2022,~~2023, we recognized ~~$15.1~~$11.2 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of ~~$13.4~~$9.8 million. In the first ~~six~~three months of ~~2021,~~2022, we recognized ~~$6.5~~$6.1 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of ~~$5.0~~$4.9 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 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 ~~this charge~~these amounts from segment and non-GAAP results.

Chile antitrust matter InWe recognized an estimated loss of $9.5 million in the ~~first six months~~third quarter of 2021 related to a potential fine. In 2022, we recognized an additional ~~$0.8~~$1.4 million adjustment and, in the first three months of 2023, we recognized an additional $0.2 million adjustment to our estimated ~~loss related to a potential fine as a~~loss. The adjustments result offrom a change in currency rates. Due to the special ~~nature~~natures of this matter, this charge has not been allocated to segment results and is excluded from non-GAAP results. See Note 14 for details.

~~Internal loss~~ A former non-management employee in our U.S. global services operations embezzled funds from Brink's in prior years. In an effort to cover up the embezzlement, the former employee intentionally misstated the underlying accounts receivable subledger data. As a result, we estimated an increase to bad debt expense of $26.7 million through the end of 2020. In the first six months of 2021, we recognized a decrease in bad debt expense of $2.7 million, primarily related to collection of these receivables. We also recognized $0.9 million of legal charges in the first six months of 2021 as we attempted to collect additional insurance recoveries related to these receivable losses. In the first six months of 2022, we did not incur any charges related to the internal loss. Due to the unusual nature of this internal loss and the related errors in the subledger data, along with the fact that management has excluded these amounts when evaluating internal performance, we have excluded these net charges from segment and non-GAAP results.

4438

Foreign Operations

We currently serve customers in more than 100 countries, including 5352 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 and may continue ~~in 2022.~~through the end of 2023.

At ~~June 30, 2022,~~March 31, 2023, Argentina's economy remains highly inflationary for accounting purposes. At ~~June 30, 2022,~~March 31, 2023, we had net monetary assets denominated in Argentine pesos of ~~$75.8~~$66.0 million (including cash of ~~$68.0~~$58.9 million) and net nonmonetary assets of ~~$152.6~~$168.6 million (including $99.8 million of goodwill, ~~$7.7~~$1.7 million in equity securities denominated in Argentine pesos and ~~$3.7~~$28.2 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 procedures implemented by the central bank, approval is required for many transactions, including dividend repatriation abroad.

Changes in exchange rates may also affect transactions that 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 ~~June 30, 2022,~~March 31, 2023, the notional value of our short term outstanding foreign currency forward and swap contracts was ~~$476~~$479 million with average contract maturities of approximately one month. These short term foreign currency forward and swap contracts primarily offset exposures in the euro ~~the British pound,~~and the Mexican ~~peso, and the Chilean~~ peso. Additionally, these short term contracts are not designated as hedges for accounting purposes, and accordingly, changes in their fair value are recorded immediately in earnings. At ~~June 30, 2022,~~March 31, 2023, the fair value of our short term foreign currency contracts was a net asset of approximately ~~$2.6~~$0.3 million of which ~~$5.9~~$4.0 million was included in prepaid expenses and other and ~~$3.3~~$3.7 million was included in accrued liabilities on the condensed consolidated balance sheet. At December 31, ~~2021,~~2022, the fair value of these foreign currency contracts was a net ~~asset~~liability of approximately ~~$1.9~~$7.0 million of which ~~$3.4~~$3.5 million was included in prepaid expenses and other and ~~$1.5~~$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) ~~and in interest and other nonoperating income and expense~~ as follows:


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
(In millions)	(In millions)	2022		2021	2022		2021	(In millions)		2023		2022

Derivative instrument gains (losses) included in other operating income (expense)		$	14.1	(2.3)	$	33.0	8.2
Derivative instrument gains included in other operating income (expense)								Derivative instrument gains included in other operating income (expense)		$	8.2	18.9

We also have a long 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 ~~June 30, 2022,~~March 31, 2023, the notional value of this long term contract was ~~$65~~$47 million with a weighted-average maturity of approximately ~~1.0~~0.4 years. At ~~June 30,~~March 31, 2023, the fair value of the long term cross currency swap contract was an asset of $11.6 million and was included in prepaid expenses and other on the condensed consolidated balance sheet. At December 31, 2022, the fair value of the long term cross currency swap contract was ~~a $18.1 million net~~an asset of ~~which $5.3~~$14.6 million isand was included in prepaid expenses and other and $12.8 million is included in other assets on the condensed consolidated balance sheet. At December 31, 2021, the fair value of the long term cross currency swap contract was a $26.3 million net asset, of which a $5.8 million asset is included in prepaid expenses and other and a $20.5 million asset is included in other assets on the condensed consolidated balance sheet.

4539

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) 2022 2021 2022 2021
Derivative instrument gains (losses) included in other operating income (expense) $ 5.3 (11.7) $ (6.5) (5.6)
Offsetting transaction gains ( losses) (5.3) 11.7 6.5 5.6
Derivative instrument losses included in interest expense (0.3) (0.5) (0.7) (0.8)
Net derivative instrument gains (losses) 5.0 (12.2) (7.2) (6.4)


	Three Months Ended March 31,
(In millions)		2023		2022

Derivative instrument losses included in other operating income (expense)		$	(3.4)	(11.8)

Offsetting transaction gains		3.4		11.8

Derivative instrument losses included in interest expense		(0.3)		(0.4)

Net derivative instrument losses		(3.7)		(12.2)

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. ~~As net investment hedges for accounting purposes, we~~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 ~~$185~~$215 million will terminate in ~~April 2031~~May 2026 and swaps with a total notional of ~~$215~~$185 million will terminate in ~~May 2026.~~April 2031. We have designated these swaps as net investment hedges for accounting purposes.

At March 31, 2023, the notional value of these cross currency swap contracts was $400 million with a remaining weighted average maturity of 2.6 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 with maturity in April 2031. At March 31, 2023, the fair value of these currency swaps was a net liability of $14.9 million of which $5.6 million was included in prepaid expenses and other and $20.5 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.

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,			Three Months Ended March 31,
(In millions)	(In millions)	2022		2021	2022	2021	(In millions)		2023	2022

Net derivative instrument gains included in interest expense	Net derivative instrument gains included in interest expense	$	(1.6)	(1.1)	(3.1)	(1.1)	Net derivative instrument gains included in interest expense		(1.4)	(1.5)

See Note 1 to the condensed consolidated financial statements for a description of how we account for currency remeasurement for Argentine subsidiaries, beginning July 1, 2018 under the heading, "Argentina".

4640

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) 2022 2021 change 2022 2021 change
Foreign currency items:
Transaction gains (losses) $ (19.3) — (100) $ (40.7) (13.3) unfav
Derivative instrument gains (losses) 14.1 (2.3) fav 33.0 8.2 fav
Gains (losses) on sale of property and other assets 1.1 0.3 fav 1.5 (1.4) fav
Impairment losses (0.9) (1.4) (36) (3.0) (2.5) 20
Share in earnings of equity affiliates 0.3 0.1 fav 0.8 0.4 100
Royalty income 1.9 1.3 46 5.1 2.5 fav
Other gains (losses) 0.4 1.5 (73) 0.6 2.7 (78)
Other operating income (expense) $ (2.4) (0.5) unfav $ (2.7) (3.4) (21)

Other operating income (expense) was a $2.4 million expense in the second quarter of 2022 versus a $0.5 million expense in the prior year period. The change from the prior year period was primarily due to lower net losses from foreign currency items in the current period.


	Three Months Ended March 31,			%
(In millions)		2023		2022	change
Foreign currency items:
Transaction losses		$	(12.9)	(21.4)	(40)
Derivative instrument gains		8.2		18.9	(57)
Gains (losses) on sale of property and other assets		(1.9)		0.4	unfav

Impairment losses		(3.7)		(2.1)	76
Indemnification asset adjustments		(0.5)		—	unfav
Share in earnings of equity affiliates		0.6		0.5	20
Royalty income		1.9		3.2	(41)
Other gains		—		0.2	(100)
Other operating income (expense)		$	(8.3)	(0.3)	unfav

Other operating income (expense) was a $2.7 million expense in the first six months of 2022 versus a $3.4 million expense in the prior year period. The change from the prior year period was primarily due to lower net losses from foreign currency items in the current period.

Nonoperating Income and Expense

Interest expense


		Three Months Ended June 30,			%		Six Months Ended June 30,			%			Three Months Ended March 31,	%
(In millions)	(In millions)	2022		2021		change		2022		2021	change	(In millions)			2023		2022	change
Interest expense	Interest expense	$	32.4	28.2		15		$	60.3	55.4	9	Interest expense			$	46.6	27.9	67

Interest expense was higher in the ~~second quarter and~~ first ~~six~~three months of ~~2022~~2023 primarily due to higher ~~borrowing levels related~~interest rates on corporate debt. Borrowings were used to ~~the $200 million in share repurchases completed over the prior twelve months.~~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,			%		Three Months Ended March 31,			%
(In millions)	(In millions)	2022		2021	change	2022		2021	change	(In millions)		2023		2022	change
Interest income	Interest income	$	5.5	2.6	fav	$	8.9	4.7	89	Interest income		$	6.5	3.4	91
Gain (loss) on equity securities	Gain (loss) on equity securities	(0.1)		10.8	unfav	(0.4)		14.2	unfav	Gain (loss) on equity securities		(0.1)		(0.3)	(67)
Foreign currency transaction gains (losses)	Foreign currency transaction gains (losses)	1.6		—	100	2.3		(0.1)	fav	Foreign currency transaction gains (losses)		(0.4)		0.7	unfav

Retirement benefit cost other than service cost	Retirement benefit cost other than service cost	(3.2)		(8.7)	(63)	(8.0)		(18.3)	(56)	Retirement benefit cost other than service cost		—		(4.8)	(100)
G4S indemnification asset adjustment(a)		—		0.5	(100)	—		0.5	(100)

Penalties and interest on non-income taxes(b)		—		(1.7)	(100)	—		(1.7)	(100)
Argentina turnover tax										Argentina turnover tax		(0.5)		—	unfav

Non-income taxes on intercompany billings~~(c)~~(a)	Non-income taxes on intercompany billings~~(c)~~(a)	0.5		(0.6)	fav	(1.3)		(1.3)	—	Non-income taxes on intercompany billings~~(c)~~(a)		(0.7)		(0.8)	(13)

Earn-out liability adjustment(d)		—		1.3	(100)	—		1.3	(100)

Other	Other	(0.9)		0.4	unfav	0.6		(0.2)	fav	Other		(0.1)		0.5	unfav
Interest and other nonoperating income (expense)	Interest and other nonoperating income (expense)	$	3.4	4.6	(26)	$	2.1	(0.9)	fav	Interest and other nonoperating income (expense)		$	4.7	(1.3)	fav

(a)~~Adjustment to indemnification asset related to business operations acquired from G4S.~~

~~(b)Represents penalties and interest on non-income taxes that have not yet been paid.~~

~~(c)~~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.

~~(d)Adjustment to the liability for contingent consideration pertaining to a 2019 business acquisition.~~

4741

Income Taxes


		Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended March 31,
		2022			2021		2022			2021
(in millions)												(in millions)		2023			2022
Continuing operations	Continuing operations											Continuing operations
Provision (benefit) for income taxes (in millions)	Provision (benefit) for income taxes (in millions)	$	29.3		22.7		$	(11.8)		36.3		Provision (benefit) for income taxes (in millions)		$	20.3		(41.1)
Effective tax rate	Effective tax rate	43.4		%	45.7	%	(11.7		%)	46.1	%	Effective tax rate		53.6		%	(123.8	%)

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 assets 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 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 foreign tax credit and general business tax credit carryforwards to offset future tax prior to their expiration. Accordingly, ~~as a result of the law change,~~ we reversed a substantial amount of our valuation allowance on our net U.S. deferred tax assets, resulting in a ~~$55.0~~$58.3 million benefit in our provision for income taxes for the ~~period~~three months ended ~~June 30,~~March 31, 2022. 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.

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,			%		Three Months Ended March 31,			%
(In millions)	(In millions)	2022		2021	change	2022		2021	change	(In millions)		2023		2022	change
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	$	3.0	3.0	—	$	5.9	5.7	4	Net income attributable to noncontrolling interests		$	3.3	2.9	14

The increase in net income attributable to noncontrolling interests in the three months ~~and six months~~ ended ~~June 30, 2022 is consistent with the net income attributable~~March 31, 2023 in comparison to ~~noncontrolling interests in~~ the three months ~~and six months~~ ended ~~June 30, 2021.~~March 31, 2022 is primarily attributable to higher first quarter 2023 operating results reported by certain subsidiaries that are not wholly-owned.

4842

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 ~~43–44,~~37–38, 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 they 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 operating performance as they result from events and circumstances that are not a part of 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 '22					YTD '21						YTD '23					YTD '22
(In millions, except for percentages)	(In millions, except for percentages)	Pre-tax income		Income taxes	Effective tax rate		Pre-tax income		Income taxes	Effective tax rate		(In millions, except for percentages)	Pre-tax income		Income taxes	Effective tax rate		Pre-tax income		Income taxes	Effective tax rate
Effective Income Tax Rate(a)	Effective Income Tax Rate(a)											Effective Income Tax Rate(a)
GAAP	GAAP	$	100.7	(11.8)	(11.7)	%	$	78.7	36.3	46.1	%	GAAP	$	37.9	20.3	53.6	%	$	33.2	(41.1)	(123.8)	%
Retirement plans(d)	Retirement plans(d)	4.9		1.4			13.1		3.7			Retirement plans(d)	(2.2)		(0.6)			3.1		0.7
Reorganization and restructuring(b)	Reorganization and restructuring(b)	14.4		2.3			21.7		5.3			Reorganization and restructuring(b)	14.2		2.7			11.7		1.2
Acquisitions and dispositions(b)	Acquisitions and dispositions(b)	28.9		1.8			39.0		2.2			Acquisitions and dispositions(b)	22.7		2.4			14.9		0.8
Argentina highly inflationary impact(b)	Argentina highly inflationary impact(b)	16.6		(0.5)			6.5		(0.6)			Argentina highly inflationary impact(b)	11.5		(0.5)			6.7		(0.2)
Change in allowance estimate(b)	Change in allowance estimate(b)	16.3		3.9			—		—			Change in allowance estimate(b)	—		—			16.7		4.0
Valuation allowance on tax credits(e)	Valuation allowance on tax credits(e)	—		55.0			—		—			Valuation allowance on tax credits(e)	—		(2.6)			—		58.3

Chile antitrust matter(b)	Chile antitrust matter(b)	0.8		0.2			—		—			Chile antitrust matter(b)	0.2		—			—		—
Internal loss(b)		—		—			(1.7)		(0.7)

Income tax rate adjustment(c)	Income tax rate adjustment(c)	—		7.0			—		6.6			Income tax rate adjustment(c)	—		4.4			—		2.4
Non-GAAP	Non-GAAP	$	182.6	59.3	32.5	%	$	157.3	52.8	33.6	%	Non-GAAP	$	84.3	26.1	31.0	%	$	86.3	26.1	30.3	%

Amounts may not add due to rounding.

(a)From continuing operations.

(b)See “Other Items Not Allocated To Segments” on pages ~~43–44~~37–38 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 ~~32.5%~~31.0% for ~~2022~~2023 and was ~~33.6%~~30.3% for ~~2021.~~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 quarter 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.~~attributes with such amount being further adjusted in the first quarter of 2023. The valuation allowance release was due to new foreign tax credit regulations published by the U.S. Treasury in January 2022.

4943

Non-GAAP Results Reconciled to GAAP


		Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended March 31,
(In millions, except for percentages and per share amounts)	(In millions, except for percentages and per share amounts)	2022			2021		2022			2021		(In millions, except for percentages and per share amounts)		2023			2022
Revenues:	Revenues:											Revenues:
GAAP	GAAP	$	1,133.9		1,048.8		$	2,207.9		2,026.5		GAAP		$	1,185.4		1,074.0

Non-GAAP	Non-GAAP	$	1,133.9		1,048.8		$	2,207.9		2,026.5		Non-GAAP		$	1,185.4		1,074.0

Operating profit:	Operating profit:											Operating profit:
GAAP	GAAP	$	96.5		73.3		$	158.9		135.0		GAAP		$	79.8		62.4
Reorganization and restructuring(b)	Reorganization and restructuring(b)	2.7			15.1		14.4			21.7		Reorganization and restructuring(b)		14.2			11.7
Acquisitions and dispositions(b)	Acquisitions and dispositions(b)	15.4			20.5		30.6			39.2		Acquisitions and dispositions(b)		22.0			15.2
Argentina highly inflationary impact(b)	Argentina highly inflationary impact(b)	9.0			2.6		15.1			6.5		Argentina highly inflationary impact(b)		11.2			6.1
Change in allowance estimate(b)	Change in allowance estimate(b)	(0.4)			—		16.3			—		Change in allowance estimate(b)		—			16.7

Chile antitrust matter(b)	Chile antitrust matter(b)	0.8			—		0.8			—		Chile antitrust matter(b)		0.2			—
Internal loss(b)		—			(0.9)		—			(1.7)

Non-GAAP	Non-GAAP	$	124.0		110.6		$	236.1		200.7		Non-GAAP		$	127.4		112.1

Operating margin:	Operating margin:											Operating margin:
GAAP margin	GAAP margin	8.5		%	7.0	%	7.2		%	6.7	%	GAAP margin		6.7		%	5.8	%
Non-GAAP margin	Non-GAAP margin	10.9		%	10.5	%	10.7		%	9.9	%	Non-GAAP margin		10.7		%	10.4	%

Interest expense:	Interest expense:											Interest expense:
GAAP	GAAP	$	(32.4)		(28.2)		$	(60.3)		(55.4)		GAAP		$	(46.6)		(27.9)
Acquisitions and dispositions(b)	Acquisitions and dispositions(b)	0.3			0.5		0.7			0.8		Acquisitions and dispositions(b)		0.2			0.4

Non-GAAP	Non-GAAP	$	(32.1)		(27.7)		$	(59.6)		(54.6)		Non-GAAP		$	(46.4)		(27.5)

Interest and other nonoperating income (expense):	Interest and other nonoperating income (expense):											Interest and other nonoperating income (expense):
GAAP	GAAP	$	3.4		4.6		$	2.1		(0.9)		GAAP		$	4.7		(1.3)
Retirement plans(d)	Retirement plans(d)	1.8			6.7		4.9			13.1		Retirement plans(d)		(2.2)			3.1

Acquisitions and dispositions(b)	Acquisitions and dispositions(b)	(1.7)			(1.2)		(2.4)			(1.0)		Acquisitions and dispositions(b)		0.5			(0.7)
Argentina highly inflationary impact(b)	Argentina highly inflationary impact(b)	0.9			—		1.5			—		Argentina highly inflationary impact(b)		0.3			0.6
Non-GAAP	Non-GAAP	$	4.4		10.1		$	6.1		11.2		Non-GAAP		$	3.3		1.7

Provision (benefit) for income taxes:	Provision (benefit) for income taxes:											Provision (benefit) for income taxes:
GAAP	GAAP	$	29.3		22.7		$	(11.8)		36.3		GAAP		$	20.3		(41.1)
Retirement plans(d)	Retirement plans(d)	0.7			1.8		1.4			3.7		Retirement plans(d)		(0.6)			0.7
Reorganization and restructuring(b)	Reorganization and restructuring(b)	1.1			3.7		2.3			5.3		Reorganization and restructuring(b)		2.7			1.2
Acquisitions and dispositions(b)	Acquisitions and dispositions(b)	1.0			1.7		1.8			2.2		Acquisitions and dispositions(b)		2.4			0.8
Argentina highly inflationary impact(b)	Argentina highly inflationary impact(b)	(0.3)			(0.3)		(0.5)			(0.6)		Argentina highly inflationary impact(b)		(0.5)			(0.2)
Change in allowance estimate(b)	Change in allowance estimate(b)	(0.1)			—		3.9			—		Change in allowance estimate(b)		—			4.0
Valuation allowance on tax credits(e)	Valuation allowance on tax credits(e)	(3.3)			—		55.0			—		Valuation allowance on tax credits(e)		(2.6)			58.3
Chile antitrust matter(b)		0.2			—		0.2			—
Internal loss(b)		—			(0.3)		—			(0.7)

Income tax rate adjustment(c)	Income tax rate adjustment(c)	2.7			1.9		7.0			6.6		Income tax rate adjustment(c)		4.4			2.4
Non-GAAP	Non-GAAP	$	31.3		31.2		$	59.3		52.8		Non-GAAP		$	26.1		26.1

Net income (loss) attributable to noncontrolling interests:	Net income (loss) attributable to noncontrolling interests:											Net income (loss) attributable to noncontrolling interests:
GAAP	GAAP	$	3.0		3.0		$	5.9		5.7		GAAP		$	3.3		2.9
Retirement plans(d)		0.1			—		0.1			—
Reorganization and restructuring(b)		—			0.4		—			0.5

Acquisitions and dispositions(b)	Acquisitions and dispositions(b)	0.2			(0.1)		0.5			0.4		Acquisitions and dispositions(b)		0.2			0.3
Income tax rate adjustment(c)	Income tax rate adjustment(c)	(0.1)			0.4		(0.5)			(0.3)		Income tax rate adjustment(c)		(0.3)			(0.4)
Non-GAAP	Non-GAAP	$	3.2		3.7		$	6.0		6.3		Non-GAAP		$	3.2		2.8

Amounts may not add due to rounding.

See page 4943 for footnote explanations.

5044


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
(In millions, except for percentages and per share amounts)	(In millions, except for percentages and per share amounts)	2022		2021	2022		2021	(In millions, except for percentages and per share amounts)		2023		2022
Income (loss) from continuing operations attributable to Brink's:	Income (loss) from continuing operations attributable to Brink's:							Income (loss) from continuing operations attributable to Brink's:
GAAP	GAAP	$	35.2	24.0	$	106.6	36.7	GAAP		$	14.3	71.4
Retirement plans(d)	Retirement plans(d)	1.0		4.9	3.4		9.4	Retirement plans(d)		(1.6)		2.4
Reorganization and restructuring(b)	Reorganization and restructuring(b)	1.6		11.0	12.1		15.9	Reorganization and restructuring(b)		11.5		10.5
Acquisitions and dispositions(b)	Acquisitions and dispositions(b)	12.8		18.2	26.6		36.4	Acquisitions and dispositions(b)		20.1		13.8
Argentina highly inflationary impact(b)	Argentina highly inflationary impact(b)	10.2		2.9	17.1		7.1	Argentina highly inflationary impact(b)		12.0		6.9
Change in allowance estimate(b)	Change in allowance estimate(b)	(0.3)		—	12.4		—	Change in allowance estimate(b)		—		12.7
Valuation allowance on tax credits(e)	Valuation allowance on tax credits(e)	3.3		—	(55.0)		—	Valuation allowance on tax credits(e)		2.6		(58.3)

Chile antitrust matter(b)	Chile antitrust matter(b)	0.6		—	0.6		—	Chile antitrust matter(b)		0.2		—
Internal loss(b)		—		(0.6)	—		(1.0)

Income tax rate adjustment(c)	Income tax rate adjustment(c)	(2.6)		(2.3)	(6.5)		(6.3)	Income tax rate adjustment(c)		(4.1)		(2.0)
Non-GAAP	Non-GAAP	$	61.8	58.1	$	117.3	98.2	Non-GAAP		$	55.0	57.4

Diluted EPS:	Diluted EPS:							Diluted EPS:
GAAP	GAAP	$	0.73	0.47	$	2.22	0.73	GAAP		$	0.30	1.48
Retirement plans(d)	Retirement plans(d)	0.02		0.10	0.07		0.19	Retirement plans(d)		(0.03)		0.05
Reorganization and restructuring(b)	Reorganization and restructuring(b)	0.03		0.22	0.25		0.32	Reorganization and restructuring(b)		0.24		0.22
Acquisitions and dispositions(b)	Acquisitions and dispositions(b)	0.27		0.36	0.55		0.72	Acquisitions and dispositions(b)		0.42		0.29
Argentina highly inflationary impact(b)	Argentina highly inflationary impact(b)	0.21		0.06	0.36		0.14	Argentina highly inflationary impact(b)		0.26		0.14
Change in allowance estimate(b)	Change in allowance estimate(b)	(0.01)		—	0.26		—	Change in allowance estimate(b)		—		0.26
Valuation allowance on tax credits(e)	Valuation allowance on tax credits(e)	0.07		—	(1.15)		—	Valuation allowance on tax credits(e)		0.05		(1.21)
Chile antitrust matter(b)		0.01		—	0.01		—
Internal loss(b)		—		(0.01)	—		(0.02)

Income tax rate adjustment(c)	Income tax rate adjustment(c)	(0.05)		(0.05)	(0.14)		(0.13)	Income tax rate adjustment(c)		(0.09)		(0.04)

Non-GAAP	Non-GAAP	$	1.29	1.15	$	2.44	1.94	Non-GAAP		$	1.16	1.19

Amounts may not add due to rounding.

See page 4943 for footnote explanations.

5145

LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash flows from operating activities ~~decreased by $39.9~~improved $31.2 million in the first ~~six~~three months of ~~2022~~2023 as compared to the first ~~six~~three months of ~~2021.~~2022. Cash used for investing activities ~~decreased~~increased by ~~$277.4~~$5.6 million in the first ~~six~~three months of ~~2022~~2023 compared to the first ~~six~~three months of ~~2021.~~2022. We financed our liquidity needs in the first ~~six~~three months of ~~2022~~2023 with existing cash ~~and cash flows~~ from ~~long-term debt.~~operations.

Operating Activities


		Six Months Ended June 30,			$			Three Months Ended March 31,			$
(In millions)	(In millions)	2022		2021		change	(In millions)		2023			2022	change
Cash flows from operating activities	Cash flows from operating activities						Cash flows from operating activities
Operating activities - GAAP	Operating activities - GAAP	$	41.1	81.0		(39.9)	Operating activities - GAAP		$	(45.1)		(76.3)	31.2

(Increase) decrease in restricted cash held for customers		(3.5)		36.3		(39.8)
(Increase) decrease in certain customer obligations(a)		(5.3)		(8.3)		3.0
G4S intercompany payments		—		2.6		(2.6)
Decrease in restricted cash held for customers							Decrease in restricted cash held for customers		43.7			52.5	(8.8)
Decrease in certain customer obligations(a)							Decrease in certain customer obligations(a)		9.6			0.1	9.5

Operating activities - non-GAAP	Operating activities - non-GAAP	$	32.3	111.6		(79.3)	Operating activities - non-GAAP		$	8.2		(23.7)	31.9

(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 restricted cash held for customers and the impact of cash received and processed in certain of our secure cash management services ~~operations and the impact of payments made to G4S for net intercompany receivables from the acquired subsidiaries.~~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 ~~decreased by $39.9~~improved $31.2 million in the first ~~six~~three months of ~~2022~~2023 compared to the same period in ~~2021.~~2022. The ~~decrease~~increase was attributed to higher operating profit, restricted cash held for customers (restricted cash held for customers decreased by $43.7 million in 2023 compared to a decrease of $52.5 million in 2022), and working capital changes, partially offset by higher amounts paid for ~~income taxes~~interest (we had ~~$70.5~~$59.1 million in cash payments for ~~taxes~~interest in ~~2022~~2023 as compared to ~~$38.9~~$25.4 million in ~~2021)~~2022) and changes in customer obligations related to certain of our secure cash management services operations (certain customer obligations ~~increased~~decreased by ~~$5.3~~$9.6 million in ~~2022 compared to an increase of $8.3 million in 2021), offset by restricted cash held for customers (restricted cash held for customers increased by $3.5 million in 2022~~2023 compared to a decrease of ~~$36.3~~$0.1 million in ~~2021) and higher operating profit.~~2022).

Non-GAAP

Non-GAAP cash flows from operating activities ~~decreased by $79.3~~improved $31.9 million in the first ~~six~~three months of ~~2022~~2023 as compared to the same period in ~~2021.~~2022. The ~~decrease~~increase was attributed to higher operating profit and working capital changes, ~~and~~partially offset by higher amounts paid for ~~income taxes, offset by higher operating profit.~~interest.

5246

Investing Activities


		Six Months Ended June 30,			$		Three Months Ended March 31,			$
(In millions)	(In millions)	2022		2021	change	(In millions)	2023		2022	change
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Capital expenditures	Capital expenditures	$	(83.4)	(73.2)	(10.2)	Capital expenditures	$	(45.2)	(37.0)	(8.2)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(14.0)		(310.2)	296.2	Acquisitions, net of cash acquired	—		(11.4)	11.4

Dispositions, net of cash disposed						Dispositions, net of cash disposed	1.1		—	1.1
Marketable securities:	Marketable securities:					Marketable securities:
Purchases	Purchases	(0.5)		—	(0.5)	Purchases	(3.2)		(0.5)	(2.7)
Sales	Sales	1.1		0.9	0.2	Sales	0.3		0.5	(0.2)
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	2.0		3.4	(1.4)	Proceeds from sale of property and equipment	0.3		1.2	(0.9)
Acquisition of customer contracts		—		(0.8)	0.8

Net change in loans held for investment	Net change in loans held for investment	(7.7)		—	(7.7)	Net change in loans held for investment	(10.5)		(4.8)	(5.7)
Other						Other	(0.4)		—	(0.4)

Investing activities	Investing activities	$	(102.5)	(379.9)	277.4	Investing activities	$	(57.6)	(52.0)	(5.6)

Cash used byin investing activities ~~decreased~~increased by ~~$277.4~~$5.6 million in the first ~~six~~three months of ~~2022~~2023 versus the first ~~six~~three months of ~~2021.~~2022. The ~~decrease~~increase was primarily due to increases in cash paid for capital expenditures and net change in loans held for investment, as discussed in Note 13, partially offset by decreased payments ~~related to the G4S and PAI acquisitions in 2021.~~for acquisitions.

5347

Capital expenditures and depreciation and amortization were as follows:

Six Months
Ended June 30, $ Full Year
(In millions) 2022 2021 change 2021
Property and equipment acquired during the period
Capital expenditures:(a)

North America $ 18.9 17.0 1.9 40.4
Latin America 23.2 18.6 4.6 45.0
Europe 22.9 23.3 (0.4) 50.6
Rest of World 16.4 12.2 4.2 26.0
Corporate 2.0 2.1 (0.1) 5.9
Capital expenditures - GAAP and non-GAAP $ 83.4 73.2 10.2 167.9
Financing leases:(b)

North America $ 16.0 23.6 (7.6) 50.6
Latin America 7.3 3.7 3.6 14.2
Europe 16.0 17.1 (1.1) 20.6
Rest of World 0.3 — 0.3 0.5
Financing leases - GAAP and non-GAAP $ 39.6 44.4 (4.8) 85.9
Total:
North America $ 34.9 40.6 (5.7) 91.0
Latin America 30.5 22.3 8.2 59.2
Europe 38.9 40.4 (1.5) 71.2
Rest of World 16.7 12.2 4.5 26.5
Corporate 2.0 2.1 (0.1) 5.9
Total property and equipment acquired $ 123.0 117.6 5.4 253.8
Depreciation and amortization(a)

North America $ 34.3 33.2 1.1 68.7
Latin America 24.6 22.3 2.3 46.2
Europe 19.6 20.5 (0.9) 41.4
Rest of World 11.9 11.8 0.1 23.2
Corporate 4.4 4.8 (0.4) 9.7
Depreciation and amortization - non-GAAP $ 94.8 92.6 2.2 189.2
Argentina highly inflationary impact 1.3 1.0 0.3 2.2
Reorganization and Restructuring — 0.2 (0.2) 0.3
Acquisitions and dispositions — 0.1 (0.1) 0.1
Amortization of intangible assets 25.2 22.6 2.6 47.7
Depreciation and amortization - GAAP $ 121.3 116.5 4.8 239.5


	Three Months Ended March 31,			$	Full Year
(In millions)	2023		2022	change	2022
Property and equipment acquired during the period
Capital expenditures:(a)
North America	$	11.8	7.1	4.7	41.4
Latin America	12.3		10.4	1.9	50.1
Europe	15.1		13.3	1.8	50.5
Rest of World	5.0		5.7	(0.7)	34.4
Corporate	1.0		0.5	0.5	6.2
Capital expenditures - GAAP and non-GAAP	$	45.2	37.0	8.2	182.6

Financing leases:(b)
North America	$	11.5	10.6	0.9	46.3
Latin America	1.9		0.9	1.0	10.9
Europe	5.4		2.9	2.5	8.1
Rest of World	1.9		—	1.9	0.4

Financing leases - GAAP and non-GAAP	$	20.7	14.4	6.3	65.7

Total:
North America	$	23.3	17.7	5.6	87.7
Latin America	14.2		11.3	2.9	61.0
Europe	20.5		16.2	4.3	58.6
Rest of World	6.9		5.7	1.2	34.8
Corporate	1.0		0.5	0.5	6.2
Total property and equipment acquired	$	65.9	51.4	14.5	248.3

Depreciation and amortization(a)
North America	$	17.9	16.9	1.0	69.1
Latin America	12.8		12.0	0.8	49.1
Europe	13.1		10.2	2.9	39.6
Rest of World	5.9		6.3	(0.4)	23.6
Corporate	1.7		2.2	(0.5)	8.4
Depreciation and amortization - non-GAAP	$	51.4	47.6	3.8	189.8

Argentina highly inflationary impact	1.1		0.7	0.4	2.9
Reorganization and Restructuring	1.1		—	1.1	1.0
Acquisitions and dispositions	—		—	—	0.1
Amortization of intangible assets	14.0		12.7	1.3	52.0
Depreciation and amortization - GAAP	$	67.6	61.0	6.6	245.8

(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 ~~flow statement.~~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 ~~related to~~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.

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 1.4 for the 12 months ending ~~June 30, 2022~~March 31, 2023 compared to ~~1.1~~1.4 for the 12 months ending ~~June 30, 2021.~~March 31, 2022.

Capital expenditures in the first ~~six~~three months of ~~2022~~2023 were primarily for cash devices, information technology, ~~cash devices,~~ armored vehicles and machinery and equipment.

5448

Financing Activities


		Six Months Ended June 30,			$		Three Months Ended March 31,			$
(In millions)	(In millions)	2022		2021	change	(In millions)	2023		2022	change
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Borrowings and repayments:	Borrowings and repayments:					Borrowings and repayments:
Short-term borrowings	Short-term borrowings	$	4.5	0.3	4.2	Short-term borrowings	$	44.7	3.4	41.3

Long-term revolving credit facilities, net	Long-term revolving credit facilities, net	(0.3)		387.8	(388.1)	Long-term revolving credit facilities, net	(83.0)		135.7	(218.7)

Other long-term debt, net	Other long-term debt, net	170.7		(56.6)	227.3	Other long-term debt, net	(22.5)		(26.7)	4.2
Borrowings (repayments)	Borrowings (repayments)	174.9		331.5	(156.6)	Borrowings (repayments)	(60.8)		112.4	(173.2)

Debt financing costs		(5.5)		(0.3)	(5.2)

Repurchase shares of Brink's common stock						Repurchase shares of Brink's common stock	(16.0)		—	(16.0)
Dividends to:	Dividends to:					Dividends to:
Shareholders of Brink’s	Shareholders of Brink’s	(18.9)		(17.4)	(1.5)	Shareholders of Brink’s	(9.3)		(9.5)	0.2
Noncontrolling interests in subsidiaries	Noncontrolling interests in subsidiaries	(2.8)		(1.5)	(1.3)	Noncontrolling interests in subsidiaries	(0.4)		(1.2)	0.8
Acquisition-related financing activities:	Acquisition-related financing activities:					Acquisition-related financing activities:
Settlement of acquisition related contingencies		(2.5)		6.2	(8.7)

Payment of acquisition-related obligation	Payment of acquisition-related obligation	—		(2.9)	2.9	Payment of acquisition-related obligation	(5.1)		—	(5.1)
Proceeds from exercise of stock options		—		2.3	(2.3)

Tax withholdings associated with share-based compensation	Tax withholdings associated with share-based compensation	(10.2)		(5.2)	(5.0)	Tax withholdings associated with share-based compensation	(6.6)		(3.8)	(2.8)
Other	Other	1.5		1.7	(0.2)	Other	1.1		0.9	0.2
Financing activities	Financing activities	$	136.5	314.4	(177.9)	Financing activities	$	(97.1)	98.8	(195.9)

Debt borrowings and repayments

Cash flows from financing activities decreased by ~~$177.9~~$195.9 million year over year as we had net cash used in financing activities of $97.1 million in the first ~~six~~three months of ~~2022~~2023 compared to net cash provided by financing activities of $98.8 million in the first ~~six~~three months of ~~2021 as~~2022. The change was driven primarily by a decrease in net borrowings ~~decreased~~ compared to the prior ~~six~~three month period. Additionally, we used $16 million to repurchase shares of common stock in 2023.

Dividends

We paid dividends to Brink’s shareholders of ~~$0.40~~$0.20 per share or ~~$18.9~~$9.3 million in the first ~~six~~three months of ~~2022~~2023 compared to ~~$0.35~~$0.20 per share or ~~$17.4~~$9.5 million in the first ~~six~~three months of ~~2021.~~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.

5549

Reconciliation of Net Debt to U.S. GAAP Measures


		June 30,		December 31,		March 31,		December 31,
(In millions)	(In millions)	2022		2021	(In millions)	2023		2022
Debt:	Debt:				Debt:
Short-term borrowings	Short-term borrowings	$	14.0	9.8	Short-term borrowings	$	94.1	47.2
Long-term debt	Long-term debt	3,145.1		2,956.9	Long-term debt	3,276.8		3,355.6
Total Debt	Total Debt	3,159.1		2,966.7	Total Debt	3,370.9		3,402.8

Less:	Less:				Less:
Cash and cash equivalents	Cash and cash equivalents	743.3		710.3	Cash and cash equivalents	816.6		972.0
Amounts held by Cash Management Services operations(a)	Amounts held by Cash Management Services operations(a)	(40.0)		(34.7)	Amounts held by Cash Management Services operations(a)	(83.6)		(85.2)
Cash and cash equivalents available for general corporate purposes	Cash and cash equivalents available for general corporate purposes	703.3		675.6	Cash and cash equivalents available for general corporate purposes	733.0		886.8

Net Debt(b)	Net Debt(b)	$	2,455.8	2,291.1	Net Debt(b)	$	2,637.9	2,516.0

(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 ~~$68~~$59 million at ~~June 30, 2022~~March 31, 2023 and ~~$54~~$58 million at December 31, ~~2021~~2022 (see Note 1 to the condensed consolidated financial statements for a discussion of currency controls in Argentina).

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 ~~June 30, 2022,~~March 31, 2023, and December 31, ~~2021.~~2022.

Net Debt increased by ~~$165~~$122 million primarily to fund general corporate purposes and other working capital needs.

Liquidity Needs

Our liquidity 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 in more detail in Note 9 to the condensed consolidated financial statements, including certain limitations and considerations related to the cash and borrowing capacity). As of ~~June 30, 2022, $510~~March 31, 2023, $398 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, we believe that we will be able to meet our liquidity needs for the next 12 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, ~~2021,~~2022, for more information on the risks associated with having businesses outside the U.S.

Our conclusion that we will be able to fund our cash requirements for the next 12 months by using existing capital resources, cash on hand, and cash generated from operations does not take into account any potential material worsening of economic conditions, ~~as a result of the ongoing COVID-19 pandemic, including as a result of new variants of the COVID-19 virus,~~ and material increases in inflation, that would adversely affect our business. The anticipated cash needs of our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, ~~if events, including economic disruptions, arising from the ongoing COVID-19 pandemic worsen,~~ 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 subject to a variety of factors that we cannot predict with certainty, including:

•our future profitability;

•the quality of our accounts receivable;

•our relative levels of debt and equity;

•the volatility and overall condition of the capital markets; and

•the market prices of our securities.

5650

Equity

On October 27, 2021, we announced that the Board 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 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 ~~we repurchased~~ an additional 546,993 ~~shares.~~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, ~~2021.~~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, ~~2022.~~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	Funded Status of U.S. Retirement Plans									Funded Status of U.S. Retirement Plans
		Actual		Actual	Projected						Actual		Actual	Projected
(In millions)	(In millions)	2021		First Half 2022	2nd Half 2022	2023	2024	2025	2026	(In millions)	2022		1Q 2023	2Q-4Q 2023	2024	2025	2026	2027

Primary U.S. pension plan	Primary U.S. pension plan									Primary U.S. pension plan
Beginning funded status	Beginning funded status	$	(151.1)	(65.8)	(52.7)	(42.6)	(18.2)	8.8	38.6	Beginning funded status	$	(65.8)	(24.0)	(20.3)	(25.0)	(24.8)	(22.6)	(8.6)
Net periodic pension credit(a)	Net periodic pension credit(a)	26.5		13.1	12.9	27.1	29.5	31.1	32.3	Net periodic pension credit(a)	26.0		3.7	11.3	14.0	12.1	10.0	8.3

Payment from Brink’s										Payment from Brink’s	—		—	—	—	—	11.7	11.5
Benefit plan experience gain (loss)	Benefit plan experience gain (loss)	58.8		—	(2.8)	(2.7)	(2.5)	(1.3)	(1.6)	Benefit plan experience gain (loss)	15.8		—	(16.0)	(13.8)	(9.9)	(7.7)	(5.0)
Ending funded status	Ending funded status	$	(65.8)	(52.7)	(42.6)	(18.2)	8.8	38.6	69.3	Ending funded status	$	(24.0)	(20.3)	(25.0)	(24.8)	(22.6)	(8.6)	6.2

UMWA plans	UMWA plans									UMWA plans
Beginning funded status	Beginning funded status	$	(272.1)	(219.4)	(216.4)	(216.5)	(214.7)	(213.6)	(213.3)	Beginning funded status	$	(219.4)	(94.9)	(89.6)	(96.7)	(98.9)	(101.4)	(104.4)
Net periodic postretirement cost(a)	Net periodic postretirement cost(a)	2.5		1.3	1.6	1.8	1.1	0.3	(0.4)	Net periodic postretirement cost(a)	2.9		(0.4)	(1.4)	(2.2)	(2.5)	(3.0)	(3.4)
Benefit plan experience gain	Benefit plan experience gain	50.2		—	—	—	—	—	—	Benefit plan experience gain	58.5		—	—	—	—	—	—
Prior service credit(b)										Prior service credit(b)	66.7		—	—	—	—	—	—
Other	Other	—		1.7	(1.7)	—	—	—	—	Other	(3.6)		5.7	(5.7)	—	—	—	—
Ending funded status	Ending funded status	$	(219.4)	(216.4)	(216.5)	(214.7)	(213.6)	(213.3)	(213.7)	Ending funded status	$	(94.9)	(89.6)	(96.7)	(98.9)	(101.4)	(104.4)	(107.8)

Black lung plans	Black lung plans									Black lung plans
Beginning funded status	Beginning funded status	$	(105.0)	(101.3)	(98.2)	(94.1)	(87.3)	(80.9)	(75.0)	Beginning funded status	$	(101.3)	(75.8)	(75.1)	(70.3)	(65.2)	(60.4)	(56.0)
Net periodic postretirement cost(a)	Net periodic postretirement cost(a)	(2.3)		(1.3)	(1.4)	(2.4)	(2.2)	(2.1)	(1.9)	Net periodic postretirement cost(a)	(2.6)		(1.0)	(2.8)	(3.6)	(3.3)	(3.1)	(2.8)
Payment from Brink’s	Payment from Brink’s	7.9		4.4	5.5	9.2	8.6	8.0	7.4	Payment from Brink’s	8.8		1.7	7.6	8.7	8.1	7.5	6.9
Benefit plan experience loss		(1.9)		—	—	—	—	—	—
Benefit plan experience gain										Benefit plan experience gain	19.3		—	—	—	—	—	—
Ending funded status	Ending funded status	$	(101.3)	(98.2)	(94.1)	(87.3)	(80.9)	(75.0)	(69.5)	Ending funded status	$	(75.8)	(75.1)	(70.3)	(65.2)	(60.4)	(56.0)	(51.9)

(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.

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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 ~~2021~~2022 or the first ~~six~~three months of ~~2022.~~2023. There are approximately ~~10,800~~10,700 beneficiaries in the plan.

Based on our current assumptions, we do not expect to make contributions ~~in the foreseeable future.~~until 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 were approximately ~~2,700~~2,500 beneficiaries in the UMWA plans as of December 31, ~~2021.~~2022. The Company does not need to make additional contributions to these plans until ~~2032~~2033 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 were approximately 800 black lung beneficiaries as of December 31, ~~2021.~~2022.

Summary of Expenses Related to All U.S. Retirement Liabilities through ~~2026~~2027

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


		Actual		Actual	Projected							Actual		Actual	Projected
(In millions)	(In millions)	2021		First Half 2022	2nd Half 2022	FY2022	2023	2024	2025	2026	(In millions)	2022		1Q 2023	2-4Q 2023	FY2023	2024	2025	2026	2027
Primary U.S. pension plan	Primary U.S. pension plan	$	7.4	(1.1)	(0.8)	(1.9)	(6.5)	(13.8)	(18.1)	(21.1)	Primary U.S. pension plan	$	(1.9)	(3.3)	(9.9)	(13.2)	(8.7)	(2.0)	5.0	11.1
UMWA plans	UMWA plans	10.3		1.7	0.8	2.5	5.1	5.2	5.4	10.4	UMWA plans	2.5		(0.6)	(1.9)	(2.5)	(2.5)	(2.5)	2.3	2.5
Black lung plans	Black lung plans	10.9		4.9	4.9	9.8	9.4	8.8	8.1	7.5	Black lung plans	9.8		2.1	6.3	8.4	7.8	7.3	6.8	6.3
Total	Total	$	28.6	5.5	4.9	10.4	8.0	0.2	(4.6)	(3.2)	Total	$	10.4	(1.8)	(5.5)	(7.3)	(3.4)	2.8	14.1	19.9

Summary of Payments from Brink’s to U.S. Plans and Payments from U.S. Plans to Participants through ~~2026~~2027

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


		Actual		Actual	Projected							Actual		Actual	Projected
(In millions)	(In millions)	2021		First Half 2022	2nd Half 2022	FY2022	2023	2024	2025	2026	(In millions)	2022		1Q 2023	2-4Q 2023	FY2023	2024	2025	2026	2027
Payments from Brink’s to U.S. Plans	Payments from Brink’s to U.S. Plans										Payments from Brink’s to U.S. Plans

Primary U.S. pension plan											Primary U.S. pension plan	$	—	—	—	—	—	—	11.7	11.5
Black lung plans	Black lung plans	$	7.9	4.4	5.5	9.9	9.2	8.6	8.0	7.4	Black lung plans	8.8		1.7	7.6	9.3	8.7	8.1	7.5	6.9
Total	Total	$	7.9	4.4	5.5	9.9	9.2	8.6	8.0	7.4	Total	$	8.8	1.7	7.6	9.3	8.7	8.1	19.2	18.4

Payments from U.S. Plans to participants	Payments from U.S. Plans to participants										Payments from U.S. Plans to participants
Primary U.S. pension plan	Primary U.S. pension plan	$	46.3	22.2	25.2	47.4	47.4	47.3	47.2	47.2	Primary U.S. pension plan	$	44.4	11.1	37.0	48.1	48.0	48.0	48.0	47.7
UMWA plans	UMWA plans	22.9		11.3	15.3	26.6	26.5	26.2	26.0	25.6	UMWA plans	20.3		6.7	13.3	20.0	19.9	19.8	19.6	19.5
Black lung plans	Black lung plans	7.9		4.4	5.5	9.9	9.2	8.6	8.0	7.4	Black lung plans	8.8		1.7	7.6	9.3	8.7	8.1	7.5	6.9
Total	Total	$	77.1	37.9	46.0	83.9	83.1	82.1	81.2	80.2	Total	$	73.5	19.5	57.9	77.4	76.6	75.9	75.1	74.1

Contingent Matters

See Note 14 to the condensed consolidated financial statements for information about contingent matters at ~~June 30, 2022.~~March 31, 2023.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We serve customers in more than 100 countries, including 5352 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 ~~six~~three months ended ~~June 30, 2022.~~March 31, 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 March 31, 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 March 31, 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 ~~June 30, 2022~~March 31, 2023 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 looking information. Forward-looking information in this document includes, but is not limited to, statements concerning: the impact of the ongoing COVID-19 pandemic on our business, employees, customers, operating results and financial position; the 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 costs of our reorganization and restructuring activities, including 2022 global restructuring activities; our ability to consummate acquisitions and integrate their operations successfully; collection of receivables related to the internal loss in the U.S. global services operations; support for our Venezuela business; changes in allowance calculation methods; the impact of foreign currency forward and swap contracts; our effective tax rate; realization of deferred tax assets; the ability to meet liquidity needs; expenses and payouts for the U.S. retirement plans and the funded status of the primary pension plan; expected liability for and future contributions to the 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 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 ~~rate increases;~~rates;

•seasonality, pricing and other competitive industry factors;

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

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

•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 our financial results as a result of jurisdictions' higher-than-expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization;

•labor issues, including labor shortages, negotiations with organized labor and work stoppages;

•pandemics (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;

•the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;

•our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies;

•costs related to dispositions and product or market exits;

•our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers;

•safety and security performance and loss experience;

•employee, environmental and other liabilities in connection with former coal operations, including black lung claims;

•the impact of the 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 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, ~~2021~~2022 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.

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Part II - Other Information

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 14 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, 2022:~~March 31, 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, 2022 546,993 (1) 546,993 $ 250,000,000
May 1 through
May 31, 2022 — — — 250,000,000
June 1 through
June 30, 2022 — — — 250,000,000


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
Jan 1 through
January 31, 2023	—	$	—	—	$	197,824,740

Feb 1 through
February 28, 2023	—	—		—	197,824,740

March 1 through
March 31, 2023	247,422	64.79(1)		247,422	181,794,030

(1)In the fourth quarter of 2021, we entered into ~~an accelerated~~a $250 million share repurchase ~~arrangement ('ASR")~~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 ~~purchase $150 million~~repurchase shares of ~~the Company's~~ common stock ~~and we received 1,742,160~~in the open market. In the first quarter of 2023, a total of 247,422 shares ~~in November 2021. In April 2022, the purchase period~~of common stock was repurchased for ~~this ASR was subsequently terminated early~~an aggregate of $16.0 million and an ~~additional 546,993 shares were delivered. In total, 2,289,153 shares were repurchased under this ASR at the~~ average price of ~~$65.53~~$64.79 per share.

6155

Item 6. Exhibits

Exhibit

Number


~~10.1~~10.1*			~~Change in Control~~ Plan for Deferral of Directors' Fees, as amended and restated, effective ~~March 1, 2022. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2022.~~

~~10.2~~			Fifth Amendment to Loan Documents, dated as of June 23, 2022, by and among the Company, the subsidiaries of the Company party thereto, with Bank of America, N.A. as administrative agent and the lenders part theretoFebruary 16, 2023. ~~Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2022.~~

31.1			Certification of Mark Eubanks, President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of ~~Ronald J. Domanico,~~Kurt B. McMaken, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Mark Eubanks, President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification of ~~Ronald J. Domanico,~~Kurt B. McMaken, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101			Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended ~~June 30, 2022,~~March 31, 2023, furnished in Inline eXtensible Business Reporting 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 iXBRL: (i) the Condensed Consolidated Balance Sheets at ~~June 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, (ii) the Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (iv) the Condensed Consolidated Statements of Equity for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ (v) the Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ 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.

104			Cover Page Interactive Data File, formatted in iXBRL (included within Exhibit 101).

6256

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


~~August 3, 2022~~May 10, 2023			By: /s/ ~~Ronald J. Domanico~~Kurt B. McMaken
			~~Ronald J. Domanico~~Kurt B. McMaken
			(Executive Vice President and
			Chief Financial Officer)
			(principal financial officer)

6357