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Share-based compensation plans

9 Months Ended

Sep. 30, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

We have share-based compensation plans to attract and retain employees and nonemployee 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 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 cash awards to eligible employees. The 2017 Plan became effective May 2017. No further grants of awards will be made under the the 2013 Plan, although awards under this prior plan remain outstanding.

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 September 30, 2019 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. 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. 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 cost associated with liability awards was not significant in the three and nine months ended September 30, 2019 or the prior year periods.

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
	Three Months Ended September 30,					Nine Months Ended September 30,
(in millions)	2019			2018		2019			2018

Performance Share Units	$	7.0		3.1		$	21.6		9.7
Market Share Units	—			—		—			0.1
Restricted Stock Units	1.4			1.6		5.3			4.9
Deferred Stock Units and fees paid in stock	0.3			0.4		0.9			0.9
Stock Options	1.1			1.2		8.1			3.2
Share-based payment expense	9.8			6.3		35.9			18.8
Income tax benefit	(2.3		)	(1.5	)	(8.3		)	(4.4	)
Share-based payment expense, net of tax	$	7.5		4.8		$	27.6		14.4

Performance-Based Stock Options

In 2018, 2017 and 2016, we granted performance-based stock options that have a service condition as well as a market condition. In addition, some of the awards granted in 2016 contain a non-financial performance condition. We measure 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 nine months of 2019:



	Shares (in thousands)	Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2018	1,287.0	$	10.88
Granted	—	—
Forfeited	—	—
Exercised	—	—
Outstanding balance as of September 30, 2019^(a)	1,287.0	$	14.00


(a)	Certain performance-based stock options were modified in the second quarter of 2019. The weighted-average grant date fair value per share at September 30, 2019 reflects the inclusion of the modified fair value per share for the modified awards.

Time-Based Stock Options

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 nine months of 2019:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2018	2.7		$	21.09
Granted	138.7		21.58
Forfeited	(14.4	)	21.60
Exercised	—		—
Outstanding balance as of September 30, 2019	127.0		$	21.56

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 nine months of 2019:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2018	235.8		$	52.63
Granted	92.2		78.08
Forfeited	(9.9	)	71.65
Vested	(133.8	)	42.92
Nonvested balance as of September 30, 2019^(a)	184.3		$	71.74


(a)	Certain RSUs were modified in the second quarter of 2019. The weighted-average grant date fair value per share at September 30, 2019 reflects the inclusion of the modified fair value per share for the modified awards.

Performance Share Units ("PSUs”)

We granted Internal Metric PSUs ("IM PSUs") and Total Shareholder Return PSUs ("TSR PSUs").

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 2019, the performance period is from January 1, 2019 to December 31, 2021.

TSR PSUs contain a market condition as well as a service condition. We measure the fair value of PSUs containing a market condition at the grant date using a Monte Carlo simulation model. For the TSR PSUs granted in 2019, the performance period is from January 1, 2019 to December 31, 2021.

The following table summarizes all PSU activity during the first nine months of 2019:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2018	697.3		$	47.74
Granted	202.9		81.42
Forfeited	(19.2	)	72.64
Vested^(a)(b)(c)	(316.1	)	32.35
Nonvested balance as of September 30, 2019^(c)	564.9		$	70.01

(a)

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, 2018 were 225.9 compared to target shares of 187.0. Additionally, in accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended June 30, 2017 were 129.1 compared to target shares of 129.1.


(b)	Certain PSUs were modified and distributed in the first quarter of 2019 and the resulting impact was not material.


(c)	Certain PSUs were modified in the second quarter of 2019. A portion of these modified PSUs were distributed in the third quarter of 2019. The weighted-average grant date fair value per share at September 30, 2019 reflects the inclusion of the modified fair value per share for the remaining modified awards.

Deferred Stock Units ("DSUs")

We granted DSUs to our nonemployee directors in 2019 and in prior years. 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 on the first anniversary of 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 nine months of 2019:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2018	12.5		$	74.43
Granted	12.1		79.69
Vested	(12.5	)	74.43
Nonvested balance as of September 30, 2019	12.1		$	79.69