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(a)	Effective January 1, 2020, we adopted the provisions of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. We recognized a cumulative effect adjustment to January 1, 2020 retained earnings as a result of adopting this standard. See Note 1 for further details.

(b)	Effective January 1, 2019, we adopted the provisions of ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. We recognized a cumulative effect adjustment to January 1, 2019 retained earnings as a result of adopting this standard. See Note 1 for further details.

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The Brink’s Company (along with its subsidiaries, “Brink’s” or “we”) has three operating segments:

•	North America

•	South America

•	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, 2019.

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 and other long-lived assets, pension and other retirement benefit obligations, legal contingencies, allowance for doubtful accounts, deferred tax assets, purchase price allocations and foreign currency translation. Each of these estimates could be materially adversely affected in future periods by the coronavirus (COVID-19) pandemic, which began to have an adverse impact on our results of operations in the quarter ended March 31, 2020 through a reduction in global commerce, reducing the demand for our services and lowering volumes. As a result, we have experienced reduced revenues as some of our customers canceled or suspended service and we have begun to align our cost structure to the reduced demand for our services.

We expect a negative impact on volumes, revenues and operating results while the COVID-19 pandemic continues. Because of the significant uncertainty with respect to the magnitude of the impact and duration of the COVID-19 pandemic, future developments associated with the COVID-19 pandemic could materially adversely affect our financial position, results of operations, cash flows or our long-term liquidity position. 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.

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

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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 5% of our consolidated revenues for the first three months of 2020 and 6% of our consolidated revenues for the first three months of 2019.

The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant inflation. In the first three months of 2020 and 2019, the Argentine peso declined approximately 7% (from 59.9 to 64.5 pesos to the U.S. dollar) and approximately 13% (from 37.6 to 43.3 pesos to the U.S. dollar), respectively. For the year ended December 31, 2019, the Argentine peso declined approximately 37% (from 37.6 to 59.9 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 three months of 2020, we recognized a $1.6 million pretax remeasurement loss. In the first three months of 2019, we recognized a $3.9 million pretax remeasurement loss.

At March 31, 2020, Argentina's economy remains highly inflationary for accounting purposes. At March 31, 2020, we had net monetary assets denominated in Argentine pesos of $22.8 million (including cash of $19.7 million). At March 31, 2020, we had net nonmonetary assets of $151.0 million (including $99.8 million of goodwill). At March 31, 2020, we had no equity 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 in the past and may elect in the future to utilize other market mechanisms to convert Argentine pesos into U.S. dollars.  Conversions under these other market mechanisms have settled at rates that are generally less favorable than the rates at which we remeasured the financial statements of Brink's Argentina.  We did not have any such conversions losses in the three months ended March 31, 2020.

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.

Internal loss

A former non-management employee in our U.S. global services operations embezzled funds from Brink's in prior years. Except for a small deductible amount, the amount of the internal loss related to the embezzlement was covered by our insurance. In an effort to cover up the embezzlement, the former employee intentionally misstated the underlying accounts receivable subledger data. In 2019, we incurred $4.5 million in costs (primarily third party expenses) to reconstruct the accounts receivables subledger. In the first quarter of 2020, we incurred an additional $0.2 million in costs related to this activity.

In the third quarter of 2019, we were able to identify $4.0 million of revenues billed and collected in prior periods which had never been recorded in the general ledger. We also identified and recorded $0.3 million in bank fees, which had been incurred in prior periods. The rebuild of the subledger was completed during the third quarter of 2019. Based on the reconstructed subledger, we were able to analyze and quantify the uncollected receivables from prior periods. Although we plan to attempt to collect these receivables, we estimated an increase to bad debt expense of $13.7 million in the third quarter of 2019.

The estimate of the allowance for doubtful accounts was adjusted in the fourth quarter of 2019 for an additional $6.4 million and again in the first quarter of 2020 for an additional $9.4 million. This estimate will be adjusted in future periods, if needed, as assumptions related to the collectability of these accounts receivable change. At March 31, 2020, we have recorded a $23.0 million allowance on $30.2 million of accounts receivable, or 76%. 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 results.

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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. Given the COVID-19 pandemic, impairment indicators were reviewed as of March 31, 2020 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.

New Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires the recognition of right-of-use assets and lease liabilities by lessees for certain leases classified as operating leases and also requires expanded disclosures regarding leasing activities. The accounting for financing leases (previously "capital leases") remains substantially unchanged. We adopted the standard effective January 1, 2019 and elected to adopt the new standard at the adoption date through a cumulative-effect adjustment to the opening balance of retained earnings. Under this approach, we will continue to report comparative periods under ASC 840.

We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We also made an accounting policy election to exclude leases with an initial term of 12 months or less from the condensed consolidated balance sheet. We recognize those lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term. As part of this adoption, we implemented internal controls and key system functionality to enable the preparation of financial information.

The adoption of the standard resulted in recording right-of-use assets of $310.1 million and lease liabilities of $320.3 million as of January 1, 2019. The right-of-use assets are lower than the lease liabilities as existing deferred rent and lease incentive liabilities were recorded as a reduction of the right-of-use assets at adoption in accordance with the standard. The standard did not affect our condensed consolidated statements of operations or our condensed consolidated statements of cash flows and did not result in a cumulative-effect adjustment to the opening balance of retained earnings. The standard had no impact on our debt-covenant compliance under our current agreements.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Reform Act”). We adopted ASU 2018-02 effective January 1, 2019 and elected to recognize a cumulative-effect adjustment increasing retained earnings by $28.8 million related to the change in the U.S. federal corporate tax rate.

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which changes the fair value measurement disclosure requirements. The amendments in this ASU eliminate some disclosures that are no longer considered cost beneficial, modify/clarify the specific requirements of certain disclosures and add disclosure requirements for Level 3 fair value measurements. We adopted ASU 2018-13 effective January 1, 2020 and the standard did not have a significant impact on our financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the way entities recognize impairment of many financial assets. This new guidance requires immediate recognition of estimated credit losses expected to occur over the life of the asset and incorporates estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL). The standard was designed to provide greater transparency and understanding of credit risk by requiring enhanced financial statement disclosures which fall into three general categories: ECL estimate methodology and assumptions, quantitative information and metrics, and policy and process explanations. We adopted the standard using the modified retrospective transition method. Results for the reporting period beginning January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. We recognized a cumulative-effect adjustment decreasing retained earnings by $1.7 million on January 1, 2020. The adoption of the standard also resulted in expanded disclosures related to credit losses (see Note 10).

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 will be effective for us on January 1, 2021. We are currently evaluating the impact it will have on our financial statements.

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Performance Obligations

We provide various services to meet the needs of our customers and we group these service offerings into three broad categories: Core Services, High-Value Services and Other Security Services.

Core Services

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

High-Value Services

Our high-value services leverage our brand, global infrastructure and core services and include cash management services, global services and payment services. We offer a variety of cash management services such as currency and coin counting and sorting, deposit preparation and reconciliation, 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 also provide payment services which include bill payment and processing services on behalf of utility companies and other billers plus general purpose reloadable prepaid cards and payroll cards.

Other Security Services

Our other security services feature the protection of airports, offices, warehouses, stores, and public venues in Europe and Brazil.

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.

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Revenue Disaggregated by Reportable Segment and Type of Service

(In millions)	Core Services				High-Value Services			Other Security Services			Total
Three months ended March 31, 2020
Reportable Segments:
North America	$	274.2			170.1			—			444.3
South America	100.4				93.8			3.7			197.9
Rest of World	82.0				117.9			30.7			230.6
Total reportable segments	456.6				381.8			34.4			872.8
Three months ended March 31, 2019
Reportable Segments:
North America	$	277.2			157.3			—			434.5
South America	119.2				108.1			3.0			230.3
Rest of World	88.0				119.3			32.9			240.2
Total reportable segments	484.4				384.7			35.9			905.0

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 Asset

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 South 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. Contract assets are included in prepaid expenses and other on the condensed consolidated balance sheet.

Contract Liability

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 Asset			Contract Liability
Opening (January 1, 2020)	$	635.6			1.9			12.8
Closing (March 31, 2020)	643.3				1.9			14.5
Increase (decrease)	$	7.7			—			1.7

The amount of revenue recognized in the three months ended March 31, 2020 that was included in the January 1, 2020 contract liability balance was $4.9 million. This revenue consists of services provided to customers who had prepaid for those services prior to the current year.

We also recognized revenue of $0.2 million in the three months ended March 31, 2020 from performance obligations satisfied in the prior year. This amount is a result of changes in the transaction price of our contracts with customers.

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Contract Costs

Sales commissions directly related to obtaining new contracts with customers qualify for capitalization. These capitalized costs are amortized to expense ratably over the term of the contracts. At March 31, 2020, the net capitalized costs to obtain contracts was $1.7 million, which is included in other assets on the condensed consolidated balance sheet. Amortization expense was not significant and there were no impairment losses recognized related to these contract costs in the first three months of 2020.

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.

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

•	Corporate expenses - former non-segment and regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to U.S. GAAP, and costs related to global initiatives are excluded from segment results.

•

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. Incremental costs (primarily third party expenses) incurred related to the mitigation of material weaknesses and the implementation and adoption of ASU 2016-02, the new lease accounting standard effective for us January 1, 2019, are 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 loss includes costs incurred to reconstruct an accounts receivable subledger as well as estimated bad debt expense for uncollectible receivables, partially offset by revenue billed and collected, but not previously recorded as a result of the former non-management employee's embezzlement activities.

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 March 31,							Three Months Ended March 31,
(In millions)	2020				2019			2020				2019
Reportable Segments:
North America	$	444.3			434.5			$	33.0			44.0
South America	197.9				230.3			41.6				43.0
Rest of World	230.6				240.2			15.0				23.8
Total reportable segments	872.8				905.0			89.6				110.8
Reconciling Items:
Corporate expenses:
General, administrative and other expenses	—				—			(27.3		)		(27.1	)
Foreign currency transaction gains (losses)	—				—			(2.7		)		0.9
Reconciliation of segment policies to GAAP	—				—			3.5				0.2
Other items not allocated to segments:
Reorganization and Restructuring	—				—			(5.6		)		(3.5	)
Acquisitions and dispositions	—				—			(19.1		)		(17.2	)
Argentina highly inflationary impact	—				—			(2.4		)		(4.3	)
Internal loss(a)	—				—			(9.6		)		—
Reporting compliance(b)	—				—			(0.2		)		(1.4	)
Total	$	872.8			905.0			$	26.2			58.4

(a)	See details regarding the impact of the Internal Loss at Note 1.

(b)	Costs (primarily third party expenses) related to accounting standard implementation. Additional information provided at page 38.

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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
(In millions)	2020				2019			2020			2019			2020			2019
Three months ended March 31,
Service cost	$	—			—			2.9			2.5			2.9			2.5
Interest cost on projected benefit obligation	6.6				8.5			2.4			2.6			9.0			11.1
Return on assets – expected	(11.5		)		(12.7	)		(2.6	)		(2.6	)		(14.1	)		(15.3	)
Amortization of losses	6.9				5.0			1.2			1.0			8.1			6.0
Settlement loss	—				—			0.4			0.3			0.4			0.3
Net periodic pension cost	$	2.0			0.8			4.3			3.8			6.3			4.6

We did not make cash contributions to the primary U.S. pension plan in 2019 or the first three months of 2020.  Based on assumptions described in our Annual Report on Form 10-K for the year ended December 31, 2019, we do not expect to make any additional contributions to the primary U.S. pension plan until 2022.

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
(In millions)	2020				2019			2020			2019			2020			2019
Three months ended March 31,
Interest cost on accumulated postretirement benefit obligations	$	3.3			5.0			0.9			0.9			4.2			5.9
Return on assets – expected	(3.3		)		(3.3	)		—			—			(3.3	)		(3.3	)
Amortization of losses	4.0				5.1			2.0			1.1			6.0			6.2
Amortization of prior service credit	(1.2		)		(1.1	)		—			(0.1	)		(1.2	)		(1.2	)
Net periodic postretirement cost	$	2.8			5.7			2.9			1.9			5.7			7.6

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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	Three Months Ended March 31,
	2020				2019
Continuing operations
Provision (benefit) for income taxes (in millions)	$	(12.2	)		9.7
Effective tax rate	129.8		%		40.1	%

2020 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first three months of 2020 was greater than the 21% U.S. statutory tax 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, partially offset by the tax benefits related to the distribution of share-based payments.

2019 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first three months of 2019 was greater than the 21% U.S. statutory tax 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 the characterization of a French business tax as an income tax, partially offset by the tax benefits related to the distribution of share-based payments.

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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.

G4S International Logistics Group Limited

On March 9, 2020, we acquired 100% of the capital stock of G4S International Logistics Group Limited, a UK-based company that directly or indirectly owns controlling interests in multiple business operations in ten other markets (together "G4Si") for $90.1 million. The G4Si business specializes in secure logistics and storage of highly valuable commodities including banknotes, precious metals, diamonds and jewelry. G4Si operations generate approximately $90 million in annual revenues and are expected to supplement our existing global services business.

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

(In millions)	Estimated Fair Value at Acquisition Date
Fair value of purchase consideration
Cash paid through March 31, 2020	$	88.8
Liabilities assumed from seller	1.6
Receivable from seller	(0.3		)
Fair value of purchase consideration	$	90.1
Fair value of net assets acquired(a)
Cash	$	17.1
Accounts receivable	12.1
Other current assets	3.0
Property and equipment, net	1.8
Intangible assets(b)	20.7
Goodwill(c)	55.5
Other noncurrent assets	4.4
Current liabilities	(16.4		)
Noncurrent liabilities	(8.1		)
Fair value of net assets acquired	$	90.1

(a)	Final allocation will be determined once the valuation is complete.

(b)	Intangible assets are composed of customer relationships ($21 million fair value and 10 year amortization period).

(c)

Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating G4Si’s operations with our existing global services operations. Goodwill has been provisionally assigned to the Global Markets-EMEA reporting unit ($47.4 million) and the Global Markets-Asia reporting unit ($8.1 million). We do not currently expect goodwill in these reporting units to be deductible for tax purposes.

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Rodoban Transportes Aereos e Terrestres Ltda., Rodoban Servicos e Sistemas de Seguranca Ltda., and Rodoban Seguranca e Transporte de Valores Ltda ("Rodoban")

On January 4, 2019, we acquired 100% of the capital stock of Rodoban in Brazil for $134 million. Rodoban provides cash-in-transit, money processing and ATM services and generates annual revenues of approximately $80 million. The Rodoban business expanded our operations in southeastern Brazil and is integrated with our existing Brink's Brazil operations. Rodoban has approximately 2,900 employees, 13 branches and about 190 armored vehicles across its operations.

We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. We finalized our purchase price accounting in the fourth quarter of 2019. There were no significant changes to our fair value estimates of the net assets acquired of Rodoban.

(In millions)	Fair Value at Acquisition Date
Fair value of purchase consideration
Cash paid through March 31, 2020	$	135.7
Indemnification asset	(1.9		)
Fair value of purchase consideration	$	133.8
Fair value of net assets acquired
Cash	$	1.4
Accounts receivable	8.9
Other current assets	0.5
Property and equipment, net	2.4
Intangible assets(a)	49.0
Goodwill(b)	85.1
Other noncurrent assets	5.8
Current liabilities	(11.4		)
Noncurrent liabilities	(7.9		)
Fair value of net assets acquired	$	133.8

(a)	Intangible assets are composed of customer relationships ($47 million fair value and 11 year amortization period), trade name ($1 million fair value and 1 year amortization period), and non-compete agreement ($1 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 Rodoban’s operations with our existing Brink’s Brazil operations. All of the goodwill has been assigned to the Brazil reporting unit and is expected to be deductible for tax purposes.

Other acquisitions in 2019

On June 12, 2019, we acquired 100% of the capital stock of Balance Innovations, LLC and its wholly owned subsidiary, Balance Innovations Services, Inc. (together "BI"). BI develops and licenses software that provides real-time data to optimize operations for general retail and convenience store industries throughout the United States and Canada. This acquisition enhances our ability to deliver technology-enabled, end-to-end retail cash management services.

On June 14, 2019, we acquired 100% of the capital stock of Comercio Eletronico Facil Ltda. ("COMEF"), a Brazil-based company. COMEF offers bank correspondent services and bill payment processing and is expected to supplement our existing Brazilian payment services businesses.

On September 30, 2019, we acquired 100% of the capital stock of Transportadora de Valores del Sur Limitada and its wholly owned subsidiary, TVS Pagos, Recaudos y Procesos S.A.S. (together "TVS"). TVS provides cash in transit and money processing services in Colombia. This acquisition is expected to provide opportunities for branch consolidation and route efficiencies and position our existing Colombian business as well as TVS to more effectively service our customers.

The aggregate purchase price of these three business acquisitions (BI, COMEF and TVS) was approximately $49 million. Together, these three acquired operations have approximately 1,300 employees.

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For these three business acquisitions (BI, COMEF and TVS), we estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. These estimated amounts are aggregated in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts reported are considered provisional as we are completing the valuation that is required to allocate the purchase price. As a result, the allocation of the purchase price and the amount of goodwill and intangibles may change in the future.

(In millions)	Estimated Fair Value at Acquisition Date
Fair value of purchase consideration
Cash paid through March 31, 2020	$	60.2
Contingent consideration	1.6
Indemnification asset	(12.9		)
Fair value of purchase consideration	$	48.9
Fair value of net assets acquired(a)
Cash	$	6.5
Accounts receivable	4.5
Property and equipment, net	7.1
Intangible assets(a)	24.4
Goodwill(b)	33.8
Other current and noncurrent assets	1.9
Current liabilities	(15.2		)
Noncurrent liabilities	(14.1		)
Fair value of net assets acquired	$	48.9

(a)	Intangible assets are composed of developed technology, customer relationships and trade names. Final allocation will be determined after all valuations have been completed.

(b)

Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating these acquired operations into our existing operations. The goodwill from these acquisitions have been assigned to the following reporting units: BI (U.S.), COMEF (Brazil) and TVS (Global Markets - South America). We expect goodwill related to BI to be deductible for tax purposes. We do not expect goodwill related to COMEF or TVS to be deductible for tax purposes.

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Actual and Pro forma disclosures

Below are the actual results included in Brink's consolidated results for the businesses we acquired in the first three months of 2020.

(In millions)	Revenue				Net income (loss) attributable to Brink's
Three months ended March 31, 2020
G4Si	$	5.4			0.4
Total	$	5.4			0.4

The pro forma consolidated results of Brink’s presented below reflect a hypothetical ownership as of January 1, 2018 for the businesses we acquired during 2019 and a hypothetical ownership as of January 1, 2019 for the businesses we acquired in the first three months of 2020.

(In millions)	Revenue				Net income (loss) attributable to Brink's
Pro forma results of Brink's for the three months ended March 31,
2020
Brink's as reported	$	872.8			1.8
G4Si(a)	16.0				0.5
Total	$	888.8			2.3
2019
Brink's as reported	$	905.0			13.7
G4Si(a)	20.9				0.7
Rodoban(a)	0.6				—
Other 2019 acquisitions(a)	12.9				0.5
Total	$	939.4			14.9

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

Acquisition costs

We have incurred $5.5 million in transaction costs related to business acquisitions in the first three months of 2020 (compared to $0.4 million in the first three months of 2019). These costs are classified in the condensed consolidated statements of operations as selling, general and administrative expenses.

Dispositions

On January 1, 2020, we sold 100% of our ownership interest in a French security services company for a net sales price of approximately

$11 million. We recognized a $4.7 million gain on the sale of this business, which is reported in interest and other nonoperating income (expense) in the condensed consolidated statements of operations. The French security services company was part of the Rest of World reportable segment and reported revenues of $3 million in 2019.

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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 March 31, 2020
Amounts attributable to Brink's:
Benefit plan adjustments	$	4.2			0.1			13.3			(3.1	)		14.5
Foreign currency translation adjustments(b)	(119.9		)		—			—			—			(119.9	)
Gains (losses) on cash flow hedges	10.0				(5.3	)		(24.7	)		8.4			(11.6	)
	(105.7		)		(5.2	)		(11.4	)		5.3			(117.0	)
Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments	(0.4		)		—			—			—			(0.4	)
	(0.4		)		—			—			—			(0.4	)
Total
Benefit plan adjustments(a)	4.2				0.1			13.3			(3.1	)		14.5
Foreign currency translation adjustments(b)	(120.3		)		—			—			—			(120.3	)
Gains (losses) on cash flow hedges(c)	10.0				(5.3	)		(24.7	)		8.4			(11.6	)
	$	(106.1	)		(5.2	)		(11.4	)		5.3			(117.4	)
Three months ended March 31, 2019
Amounts attributable to Brink's:
Benefit plan adjustments	$	(1.3	)		0.2			11.3			(2.7	)		7.5
Foreign currency translation adjustments	0.3				—			—			—			0.3
Gains (losses) on cash flow hedges	(5.3		)		1.1			(2.6	)		0.9			(5.9	)
	(6.3		)		1.3			8.7			(1.8	)		1.9
Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments	0.3				—			—			—			0.3
	0.3				—			—			—			0.3
Total
Benefit plan adjustments(a)	(1.3		)		0.2			11.3			(2.7	)		7.5
Foreign currency translation adjustments	0.6				—			—			—			0.6
Gains (losses) on cash flow hedges(c)	(5.3		)		1.1			(2.6	)		0.9			(5.9	)
	$	(6.0	)		1.3			8.7			(1.8	)		2.2

(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 income (expense):

	Three Months Ended March 31,
(In millions)	2020				2019
Total net periodic retirement benefit cost included in:
Cost of revenues	$	2.4			1.9
Selling, general and administrative expenses	0.5				0.6
Interest and other nonoperating income (expense)	9.1				9.7

(b)	2020 foreign currency translation adjustment amounts arising during the current period reflect primarily the Mexican peso and Brazilian real.

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

•	other operating income (expense) ($26.1 million gain in the three months ended March 31, 2020 and $3.8 million gain in the three months ended March 31, 2019)

•	interest expense ($1.5 million of expense in the three months ended March 31, 2020 and $1.2 million of expense in the three months ended March 31, 2019).

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

(In millions)	Benefit Plan Adjustments				Foreign Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges			Total
Balance as of December 31, 2019	$	(583.0	)		(382.8	)		(13.2	)		(979.0	)
Other comprehensive income (loss) before reclassifications	4.3				(119.9	)		4.7			(110.9	)
Amounts reclassified from accumulated other comprehensive loss to net income	10.2				—			(16.3	)		(6.1	)
Other comprehensive income (loss) attributable to Brink's	14.5				(119.9	)		(11.6	)		(117.0	)
Balance as of March 31, 2020	$	(568.5	)		(502.7	)		(24.8	)		(1,096.0	)

Investments in Marketable Securities

We have investments in mutual funds and equity securities that are carried at fair value in the 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 fixed-rate debt are as follows:

(In millions)	March 31, 2020				December 31, 2019
Senior unsecured notes
Carrying value	$	600.0			600.0
Fair value	540.4				624.7

The fair value estimate of our senior unsecured notes was based on the present value of future cash flows, discounted at rates for similar instruments at the measurement date, which we have categorized as a Level 3 valuation.

Forward and Swap Contracts

We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies.  At March 31, 2020, the notional value of our short term outstanding foreign currency forward and swap contracts was $722 million, with average maturities of approximately one month.  These foreign currency forward and swap contracts primarily offset exposures in the British pound and the Brazilian real and are not designated as hedges for accounting purposes and, accordingly, changes in their fair value are recorded immediately in earnings. At March 31, 2020, the fair value of our short term foreign currency contracts was a net liability of approximately $5.4 million, of which $3.5 million was included in prepaid expenses and other and $8.9 million was included in accrued liabilities on the condensed consolidated balance sheet. At December 31, 2019, the fair value of these foreign currency contracts was a net asset of approximately $0.6 million, of which $0.8 million was included in prepaid expenses and other and $0.2 million was included in accrued liabilities on the condensed consolidated balance sheet.

We recognized gains of $1.3 million on our short term foreign currency contracts in the first three months of 2020 and gains of $3.9 million in the first three months of 2019 which are included in other operating income (expense). We additionally recognized losses of $7.7 million in the first three months of 2020 which are included in interest and other nonoperating income and expense since these contracts related to our business acquisitions.

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. At March 31, 2020, the notional value of this long term contract was $116 million with a weighted-average maturity of 2.3 years. At March 31, 2020, the fair value of the long term cross currency swap contract was a $28.4 million net asset, of which $3.0 million is included in prepaid expenses and other and $25.4 million is included in other assets on the condensed consolidated balance sheet. At December 31, 2019, the fair value of the long term cross currency swap contract was a $2.1 million net asset, of which a $4.9 million asset is included in other assets and a $2.8 million liability is included in accrued liabilities on the condensed consolidated balance sheet.

In the first three months of 2020, we recognized net gains of $25.4 million on this contract, of which gains of $26.1 million were included in other operating income (expense) to offset transaction losses of $26.1 million and expenses of $0.7 million were included in interest expense. In the first three months of 2019, we recognized net gains of $2.4 million on this contract, of which gains of $3.8 million were included in other operating income (expense) to offset transaction losses of $3.8 million and expenses of $1.4 million were included in interest expense.

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In the first quarter of 2016, we entered into two interest rate swaps to hedge cash flow risk associated with changes in variable interest rates and that are designated as cash flow hedges for accounting purposes. At March 31, 2020, the notional value of these contracts was $40 million with a remaining weighted-average maturity of 0.5 years. At March 31, 2020, the fair value of these interest rates swaps was a liability of $0.4 million and was included in accrued liabilities on the condensed consolidated balance sheet. At December 31, 2019, the fair value of these interest rate swaps was an asset of $0.2 million and was included in prepaid expenses and other on the condensed consolidated balance sheet. The effect of these swaps is included in interest expense and was not significant in the first three months of 2020 or 2019.

In the first quarter of 2019, we entered into ten interest rate swaps that hedge cash flow risk associated with changes in variable interest rates and that are designated as cash flow hedges for accounting purposes. At March 31, 2020, the notional value of these contracts was $400 million with a remaining weighted-average maturity of 2.0 years. At March 31, 2020, the fair value of these interest rate swaps was a net liability of $33.0 million, of which $8.8 million was included in accrued liabilities and $24.2 million was included in other liabilities on the condensed consolidated balance sheet. At December 31, 2019, the fair value of these interest rate swaps was a net liability of $15.0 million, of which $3.6 million was included in accrued liabilities and $11.4 million was included in other liabilities on the condensed consolidated balance sheet. The effect of these swaps is included in interest expense. Accordingly, $0.8 million was included in interest expense in the first quarter of 2020. The amount included in interest expense in the first quarter of 2019 was not significant.

The fair values of these forward and swap contracts are based on the present value of net future cash payments and receipts, which we have categorized as a Level 2 valuation.

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 three months of 2020.

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	March 31,				December 31,
	2020				2019
Debt:
Short-term borrowings
Restricted cash borrowings(a)	$	10.1			10.3
Other	4.0				4.0
Total short-term borrowings	$	14.1			14.3
Long-term debt
Bank credit facilities:
Term loan A(b)	$	757.2			767.0
Senior unsecured notes(c)	593.1				592.9
Revolving Credit Facility	326.0				115.0
Other	4.2				4.9
Financing leases	150.3				149.5
Total long-term debt	$	1,830.8			1,629.3
Total debt	$	1,844.9			1,643.6
Included in:
Current liabilities	$	88.1			88.8
Noncurrent liabilities	1,756.8				1,554.8
Total debt	$	1,844.9			1,643.6

(a)	These amounts are for short-term borrowings related to cash borrowed under lending arrangements used in the process of managing customer cash supply chains, which is currently classified as restricted cash and not available for general corporate purposes. See Note 13 for more details.

(b)	Amounts outstanding are net of unamortized debt costs of $2.8 million as of March 31, 2020 and $3.0 million as of December 31, 2019.

(c)	Amounts outstanding are net of unamortized debt costs of $6.9 million as of March 31, 2020 and $7.1 million as of December 31, 2019.

Long-Term Debt

Senior Secured Credit Facility

In February 2019, we amended our senior secured credit facility (the “Senior Secured Credit Facility”) with Wells Fargo Bank, National Association, as former administrative agent and Bank of America, N.A. as successor administrative agent. After the amendment, the Senior Secured Credit Facility consisted of a $1 billion revolving credit facility (the "Revolving Credit Facility") and an $800 million term loan facility (the "Term Loan Facility"). Prior to the amendment, the Term Loan Facility had an outstanding balance of approximately $469 million. The proceeds from the amendment were used to repay outstanding principal under the Revolving Credit Facility as well as certain fees related to the closing of the transaction.

Loans under the Revolving Credit Facility mature five years after the amendment date (February 8, 2024). Principal payments are due quarterly for the amended Term Loan Facility equal to 1.25% of the initial loan amount with a final lump sum payment due on February 8, 2024. Interest rates for the Senior Secured Credit Facility are based on LIBOR 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 March 31, 2020, $674 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 LIBOR and alternate base rate borrowings under the Senior Secured Credit Facility is based on the Company’s consolidated net leverage ratio. The margin on LIBOR borrowings, which can range from 1.25% to 2.00%, was 1.75% at March 31, 2020. The margin on alternate base rate borrowings, which can range from 0.25% to 1.00%, was 0.75% as of March 31, 2020. We also pay an annual commitment fee on the unused portion of the Revolving Credit Facility based on the Company’s consolidated net leverage ratio. The commitment fee, which can range from 0.15% to 0.30%, was 0.25% as of March 31, 2020.

Senior Unsecured Notes

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

The Senior Notes have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration

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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.

Letter of Credit Facilities and Bank Guarantee Facilities

We have three committed letter of credit facilities totaling $80 million, of which approximately $31 million was available at March 31, 2020. At March 31, 2020, we had undrawn letters of credit and guarantees of $49 million issued under these facilities. A $10 million facility expires in April 2022, a $54 million facility expires in December 2022 and a $16 million facility expires in January 2024.

We have two uncommitted letter of credit facilities totaling $55 million, of which approximately $33 million was available at March 31, 2020. At March 31, 2020, we had undrawn letters of credit and guarantees of $22 million issued under these facilities. A $40 million facility expires in July 2020 and a $15 million facility has no expiration 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 March 31, 2020.

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We are exposed to credit losses primarily through sales of our Core and High-Value 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 our financial assets on a pool basis by aggregating financial assets with similar risk characteristics. We have pooled the financial assets by geographical location, specifically by country, because of the similarities within each country 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 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.

The following table is a rollforward of the allowance for bad debts for the three month period ending March 31, 2020.

Allowance for doubtful accounts:

(In millions)
December 31, 2019	$	30.2
Cumulative effect of change in accounting principle	2.3
Provision for uncollectible accounts receivable(a)	12.3
Write-offs less recoveries	(6.6		)
Foreign currency exchange effects	(0.9		)
March 31, 2020	$	37.3

(a)	The provision in 2020 includes a $9.4 million allowance related to the internal loss in our U.S global services operations. See Note 1 for details.

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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 March 31, 2020 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 these awards, we recognize expense from the grant date to the vesting date until notification of retirement is provided.  When notification is provided, we recognize the remaining expense over the six month notification period. 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 months ended March 31, 2020 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
	Three Months Ended March 31,
(in millions)	2020				2019
Performance share units	$	4.6			5.8
Restricted stock units	1.3				2.0
Deferred stock units and fees paid in stock	0.3				0.3
Performance-based stock options	0.7				1.1
Time-based vesting stock options	0.3				0.2
Share-based payment expense	7.2				9.4
Income tax benefit	(1.6		)		(2.2	)
Share-based payment expense, net of tax	$	5.6			7.2

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 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 three months of 2020: 

	Shares (in thousands)			Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2019	1,191.1			$	11.52
Granted	—			—
Forfeited	—			—
Exercised	—			—
Outstanding balance as of March 31, 2020	1,191.1			$	11.52

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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 three months of 2020: 

	Shares (in thousands)			Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2019	127.0			$	21.56
Granted	80.8			21.10
Forfeited	—			—
Exercised	—			—
Outstanding balance as of March 31, 2020	207.8			$	21.38

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 three months of 2020: 

	Shares (in thousands)			Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2019	172.7			$	71.87
Granted	68.1			83.15
Forfeited	(5.4	)		78.39
Conversion to cash settled awards(a)	(1.3	)		72.80
Vested	(76.6	)		67.14
Nonvested balance as of March 31, 2020	157.5			$	78.83

(a)	Certain RSUs were modified in the first quarter of 2020 to change the awards' classification from share-settled to cash-settled. The weighted-average grant date fair value per share shown above is the removal of the original fair value.

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 2020, the performance period is from January 1, 2020 to December 31, 2022.

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 2020, the performance period is from January 1, 2020 to December 31, 2022.

The following table summarizes all PSU activity during the first three months of 2020:

	Shares (in thousands)			Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2019	564.2			$	70.10
Granted	242.7			84.60
Forfeited	(6.4	)		76.12
Conversion to cash settled awards(a)	(4.6	)		65.42
Vested(b)	(204.3	)		56.72
Nonvested balance as of March 31, 2020	591.6			$	80.64

(a)	Certain IM PSUs were modified in the first quarter of 2020 to change the awards' classification from share-settled to cash-settled. The weighted-average grant date fair value per share shown above is the removal of the original fair value.

(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, 2019 were 394.0 thousand, compared to target shares of 204.3 thousand.

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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 three months of 2020:

	Shares (in thousands)			Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2019	12.1			$	79.69
Granted	—			—
Vested	—			—
Nonvested balance as of March 31, 2020	12.1			$	79.69

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Common Stock

At March 31, 2020, we had 100 million shares of common stock authorized and 50.5 million shares issued and outstanding.    

Dividends

We paid regular quarterly dividends on our common stock during the last two years.  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 March 31, 2020, 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 February 6, 2020, our board of directors authorized a $250 million share repurchase authorization that expires on December 31, 2021. The authorization replaces our previous $200 million repurchase program, authorized by the board of directors in May 2017, which expired December 31, 2019. Under the $200 million repurchase program, we repurchased 1.3 million shares for approximately $94 million, or an average cost of $69.35 per share. There was approximately $106 million remaining available under the $200 million repurchase program when it expired. Under the $250 million 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. No shares have been repurchased under the $250 million share repurchase program.

Shares Used to Calculate Earnings per Share

	Three Months   Ended March 31,
(In millions)	2020			2019
Weighted-average shares:
Basic(a)	50.6			50.0
Effect of dilutive stock awards and options	0.7			0.9
Diluted	51.3			50.9
Antidilutive stock awards and options excluded from denominator	0.4			0.1

(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 ended March 31, 2020, and 0.3 million in the three months ended March 31, 2019.

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	Three Months   Ended March 31,
(In millions)	2020				2019
Cash paid for:
Interest	$	12.1			15.3
Income taxes, net	20.4				11.4

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 have settled at rates that are generally less favorable than the rates at which we remeasured 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 three months of 2020 or 2019.

Non-cash Investing and Financing Activities

We acquired $13.2 million in armored vehicles and other equipment under financing lease arrangements in the first three months of 2020 compared to $12.1 million in armored vehicles and other equipment acquired under financing lease arrangements in the first three months of 2019.

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. As part of this service offering, we have entered into lending arrangements with some of our customers. Cash borrowed under these lending arrangements is used in the process of managing these customers' cash supply chains. The cash for which we have temporary title and the cash borrowed under these customer lending arrangements is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.

At March 31, 2020, we held $237.7 million of restricted cash ($10.1 million represented short-term borrowings, $176.4 million represented restricted cash held for customers, and $51.2 million represented accrued liabilities). At December 31, 2019, we held $158.0 million of restricted cash ($10.3 million represented short-term borrowings, $100.3 million represented restricted cash held for customers and $47.4 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.

	March 31,				December 31,
(In millions)	2020				2019
Cash and cash equivalents	$	274.4			311.0
Restricted cash	237.7				158.0
Total, cash, cash equivalents, and restricted cash in the condensed consolidated statements of cash flows	$	512.1			469.0

During the fourth quarter of 2018, we became aware of an investigation initiated by the Chilean Fiscalía Nacional Económica (the Chilean antitrust agency) related to potential anti-competitive practices among competitors in the cash logistics industry in Chile.  Because no legal proceedings have been initiated against Brink’s Chile, we cannot estimate the probability of loss or any range of possible loss at this time.  It is possible, however, that Brink’s Chile could become the subject of legal or administrative claims or proceedings that could result in a loss in a future period.

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.

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Other Restructurings

Management periodically implements restructuring actions in targeted sections of our business. As a result of these actions, we recognized net costs of $3.5 million in the first three months of 2019 and $5.6 million in the first three months of 2020, primarily severance costs. For the current restructuring actions, we expect to incur additional costs between $1 million and $2 million in future periods.

The following table summarizes the costs incurred, payments and utilization, and foreign currency exchange effects of other restructurings:

(In millions)	Severance Costs				Other			Total
Balance as of January 1, 2020	$	7.0			—			7.0
Expense	5.1				0.5			5.6
Payments and utilization	(7.3		)		(0.5	)		(7.8	)
Foreign currency exchange effects	(0.3		)		—			(0.3	)
Balance as of March 31, 2020	$	4.5			—			4.5

Incremental Amendment to Term Loan Facility

On April 1, 2020, we entered into an incremental amendment (the “Incremental Amendment”) with Bank of America, N.A., as administrative agent and the lenders party thereto. The Incremental Amendment relates to the senior secured credit facility, dated as of October 17, 2017, as previously amended on February 8, 2019 (the “Senior Secured Credit Facility”).

The execution of the Incremental Amendment, among other things, increases the term loan commitments under the Senior Secured Credit Facility by $590 million (the “Incremental Term Loans”). The proceeds of the Incremental Term Loans will be used to (i) pay fees, costs and expenses incurred in connection with the transactions contemplated by the Incremental Amendment and (ii) finance working capital needs, capital expenditures, permitted acquisitions (including the acquisition of the majority of the cash business of U.K.-based G4S plc) and other general corporate purposes.

The Incremental Term Loans have the same maturity date, February 8, 2024, and pricing terms as the existing loans under the Senior Secured Credit Facility.

Acquisition of Cash Management Operations

On February 26, 2020, we announced that we agreed to purchase the majority of the cash management operations from U.K.-based G4S plc, with closings planned in multiple phases in 2020. As discussed in Note 6, on March 9, 2020 we acquired the G4Si business, which specializes in secure logistics and storage services. On April 6, 2020 we acquired cash management operations in the Netherlands, Belgium, Ireland and Hong Kong. On April 20, 2020 we acquired additional operations in Cyprus, the Czech Republic and Romania. Additionally, on April 28, 2020 we acquired cash management and secure solutions operations in Malaysia and the Dominican Republic. The G4S businesses acquired and to be acquired, which are located primarily in Europe and Asia, generate approximately $800 million in annual revenues.

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•	Cash-in-transit (“CIT”) services – armored vehicle transportation of valuables

•	ATM services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services

•	Global services – secure international transportation of valuables

•	Cash management services

◦	Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services

◦	Safe and safe control device installation and servicing (including our patented CompuSafe® service)

◦	Vaulting services

◦	Check imaging services

•	Payment services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s-operated  payment locations in Brazil, Colombia, Panama, and Mexico and Brink’s Money™ general purpose reloadable prepaid cards and payroll 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 and Brazil with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel

•	North America

•	South America

•	Rest of World

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•	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.

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(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 42–44.

•	unfavorable changes in currency exchange rates ($15.1 million) driven by the Argentine peso and Brazilian real and higher foreign currency transaction losses, partially offset by lower costs related to the impact of highly inflationary accounting in Argentina,

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

◦	higher charges incurred, primarily bad debt expense, related to an internal loss in the U.S. global services operations ($9.6 million),

◦	higher costs related to business acquisitions and dispositions ($1.7 million), primarily from the impact of acquisition-related charges and intangible asset amortization in the first quarter of 2020

•	organic decreases in North America ($10.6 million) and Rest of World ($8.5 million),

•	an organic increase in South America ($11.6 million),

•	lower corporate expenses ($3.2 million on an organic basis), and

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•	the favorable operating impact of business acquisitions and dispositions ($0.7 million), excluding intangible amortization and acquisition-related charges.

•	unfavorable changes in currency exchange rates ($18.1 million) driven by the Argentine peso and Brazilian real and higher foreign currency transaction losses, and

•	organic decreases in North America ($10.6 million) and Rest of World ($8.5 million),

•	an organic increase in South America ($11.6 million),

•	lower corporate expenses ($3.2 million on an organic basis), and

•	the favorable operating impact of business acquisitions and dispositions ($0.7 million), excluding intangible amortization and acquisition-related charges.

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(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)	Corporate expenses are not allocated to segment results. Corporate expenses include salaries and other costs to manage the global business and to perform activities required by public companies.

(d)	See pages 37–38 for more information.

(e)	Segment revenues equal our total reported non-GAAP revenues.

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•	Amortization expense for acquisition-related intangible assets was $7.2 million in the first three months of 2020.

•	We incurred $5.5 million in integration costs, primarily related to Dunbar and TVS, in the first three months of 2020.

•	Transaction costs related to business acquisitions were $5.5 million in the first three months of 2020.

•	Restructuring costs related to acquisitions, primarily Dunbar, were $0.4 million in the first three months of 2020.

•	We incurred $4.6 million in integration costs related to Dunbar in the first three months of 2019.

•	Amortization expense for acquisition-related intangible assets was $6.4 million in the first three months of 2019.

•	Restructuring costs related to our Dunbar and Rodoban acquisitions were $2.5 million in the first three months of 2019.

•	Transaction costs related to business acquisitions were $0.4 million in the first three months of 2019.

•	Compensation expense related to the retention of key Dunbar employees was $1.5 million in the first three months of 2019.

•	In the first three months of 2019, we recognized $1.7 million in net charges, primarily asset impairment and severance costs, related to the exit from our top-up prepaid mobile phone business in Brazil.

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(a)	Represents loss on foreign currency forward contracts related to acquisition of business operations from G4S.

(b)	Certain of our Latin American subsidiaries incur non-income taxes related to the billing of intercompany charges. These intercompany charges do not impact South American segment results and are eliminated in our consolidation.

(c)	Charges incurred for providing financial support to Brink's Venezuelan subsidiaries after the June 30, 2018 deconsolidation. We do not expect any future funding of the Venezuela business, as long as current U.S. sanctions remain in effect.

(d)	Gain on the sale of our former French security services subsidiary in the first quarter of 2020.

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(a)	From continuing operations.

(b)	See “Other Items Not Allocated To Segments” on pages 37–38 for details.  We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance.

(c)	Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at 49.8% for 2020 and was 31.4% for 2019.

(d)	Our U.S. retirement plans are frozen and costs related to these plans are excluded from non-GAAP results. Certain non-U.S. operations also have retirement plans. Settlement charges related to these non-U.S. plans are also excluded from non-GAAP results.

(e)	Post-deconsolidation funding of ongoing costs related to our Venezuelan operations was $0.9 million in 2019 and was expensed as incurred and reported in interest and other nonoperating income (expense). We do not expect any future funding of the Venezuela business, as long as current U.S. sanctions remain in effect.

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(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.

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(a)	Incremental depreciation related to highly inflationary accounting in Argentina, accelerated depreciation related to restructuring 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 cash flow statement.  Amounts are provided here to assist in the comparison of assets acquired in the current year versus prior years.

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(a)	Restricted cash borrowings are related to cash borrowed under lending arrangements used in the process of managing customer cash supply chains, which is currently classified as restricted cash and not available for general corporate purposes.

(b)	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.

(c)	Included within Net Debt is net cash from our Argentina operations of $22 million at March 31, 2020 and $17 million at December 31, 2019 (see Note 1 to the condensed consolidated financial statements for a discussion of currency controls in Argentina).

•	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.

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•	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

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

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•	from Brink’s to U.S. retirement plans, and

•	from the plans to participants.

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•	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;

•	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;

•	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, regulatory issues (including the imposition of international sanctions, including by the U.S. government), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company's financial results as a result of jurisdictions determined to be highly inflationary, and restrictive government actions, including nationalization;

•	labor issues, including 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;

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•	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.

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(1)

On February 6, 2020, the Company’s board of directors authorized the Company to repurchase up to $250,000,000 of common stock from time to time as market conditions warrant and as covenants under existing agreements permit. The program does not require the Company to acquire any specific numbers of shares and may be modified or discontinued at any time. At March 31, 2020, $250,000,000 remains available under this program. The program will expire on December 31, 2021.

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