D7 CDD Report — The Brink's Company (BCO)

D7 US Entity CDD format for publicly-traded US companies. Scoring Weights: Global Screening 30% · US Regulatory 20% · Adverse Media 15% · Federal Litigation 15% · Financial Health 15% · Geopolitical 5%. Behavioural, Sectoral, Cyber, ESG are informational.

1Executive Action Summary

High · 7.45

⚠️

Way ForwardProceed with Safeguards

🔴

Risk NatureStructural Compliance Risk

📋

Evidence ActionMandatory Remediation Verification

Low (0–4)Medium (4–7)High (7–10)

0–4

4–7

7–10

7.45

Consolidated Risk Summary

Risk Dimension	Score	Level	Key Finding
Global Screening	1.0	Low	All hard gates PASS. No sanctions, PEP, law enforcement, export control, or debarment matches. Entity and all 7 officers cleared.
US Regulatory Compliance	7.0	High	DOJ NPA + FinCEN Consent Order ($42M, Jan 2025) for AML/BSA failures. 7 federal agencies with enforcement. Floor rule applied (6B ≥ 9.0).
Adverse Media	6.7	Medium	8 adverse media items. DOJ/FinCEN settlement dominates. Chile FNE antitrust ongoing. Fraud flag active.
Federal Litigation (PACER)	9.0	Critical	DOJ NPA scores 16/18 five-factor. Chile FNE 12/18. Multiple EEOC/DOL employment matters.
Financial Risk	4.8	Medium	Rev $5.26B; D/E 9.4x (leveraged); ICR 2.4x (tight); CR 1.51. Trend: Improving.
Geopolitical	5.0	Medium	100+ countries. Chile FNE demonstrates dual-jurisdiction enforcement risk.

⚠️ Early Warning Indicators

1. Multi-Agency Federal Enforcement (CRITICAL): 7 US federal agencies with enforcement actions — DOJ, FinCEN, SEC, EEOC, DOL/WHD, OSHA, NLRB. DOJ NPA + FinCEN Consent Order ($42M, Jan 2025) for AML/BSA failures. Active 3-year compliance monitor. Cross-ref: Section 6B.

2. Dual-Jurisdiction Enforcement (HIGH): DOJ NPA (US, AML) + Chile FNE antitrust investigation ($9.5M accrued) within same 5-year window — different domains, different jurisdictions. Cross-ref: Section 8.

3. Structural Leverage — D/E 9.4x, ICR 2.4x (MEDIUM): $245.5M annual interest expense. Revenue slowdown could push ICR below 1.5x critical threshold. Cross-ref: Section 3.

4. Goodwill 3.7x Equity — Impairment Risk (MEDIUM): Goodwill $1,515.3M = 3.7x equity ($407.3M). 10% impairment erases 37% of equity. Cross-ref: Section 3.

Risk Score by Dimension

Global Screening

1.030%

US Regulatory

7.020%

Adverse Media

6.715%

Federal Litigation

9.015%

Financial Health

4.815%

Geopolitical

5.05%

Behavioural

7.0—

ESG

5.0—

Cyber Risk

2.0—

Weighted composite: (1.0×0.30) + (7.0×0.20) + (6.7×0.15) + (9.0×0.15) + (4.8×0.15) + (5.0×0.05) = 5.00. Floor rule: Litigation ≥ 9.0 → composite floors at 7.0. Final: 7.45 / 10 — High Risk.

Continuous Monitoring

🔁 CM RECOMMENDED — QUARTERLY Triggers: T1 (Overall ≥ 7.0) · T3 (DOJ NPA active monitoring) · T4 (Multi-agency enforcement)

2Target Entity Details

Name	Title	Screening Status
Mark Eubanks	President & Chief Executive Officer	Clear (Sec 5)
Kurt McMaken	EVP & Chief Financial Officer	Clear (Sec 5)
Lindsay Blackwood	SVP, General Counsel & Secretary	Clear (Sec 5)
Amit Zukerman	EVP & Chief Operating Officer	Clear (Sec 5)
Jonathan Diaz	SVP & Chief Human Resources Officer	Clear (Sec 5)
Ronald Domanico	Former EVP & CFO (retired Dec 2024)	Clear (Sec 5)
Patrick Brickley	Former SVP & Chief Accounting Officer	Clear (Sec 5)

Subsidiary	Jurisdiction	Business Line	Risk Flag
Brink's Global Services USA, Inc. (BGS)	USA	Cross-border cash logistics	DOJ NPA Subject
Brink's, Incorporated	USA (Virginia)	Domestic CIT / Cash Management	—
Brink's Capital LLC	USA	FinCEN MSB — Money Transmission	MSB Registration
Brink's Chile S.A.	Chile	CIT / Cash Management	FNE Antitrust
Brink's Network, Inc.	USA	Digital / Technology	—

Year	Auditor	PCAOB ID	Opinion	Material Weakness
FY 2025	KPMG LLP	185	Unqualified	None identified
FY 2024	KPMG LLP	185	Unqualified	None identified
FY 2023	KPMG LLP	185	Unqualified	None (prior year MW remediated)

Sub-Dimension	FY23	FY24	FY25	Trend
Net Worth / Insolvency	7.0	9.0	8.0	↓ Improving (D/E 6.3x → 11.5x → 9.4x)
Liquidity Stress	2.0	2.0	2.0	→ Stable (CR 1.43 → 1.47 → 1.51)
Profit & Loss	5.0	4.0	3.0	↓ Improving (PAT $87.7M → $162.9M → $199.7M)
Leverage / Cash Flow	6.0	7.0	6.0	↓ Improving (ICR 2.0x → 2.1x → 2.4x)
Composite	5.8	5.5	4.8	↓ Improving trend over 3 years

Metric	FY 2025	FY 2024	FY 2023	Assessment
D/E Ratio	9.4x	11.5x	6.3x	Highly leveraged — improving from FY24 peak
Current Ratio	1.51	1.47	1.43	Steady improvement. Healthy liquidity position.
Net Margin	3.8%	3.3%	1.8%	Strong recovery from FY23 trough
ICR	2.4x	2.1x	2.0x	Tight but improving. Watch for rate-reset risk.
ROIC	7.2%	6.5%	4.8%	Improving capital efficiency
Share Buybacks	$209.4M	$203.6M	$169.9M	$583M over 3 years — outpaces acquisitions 22:1

Indicator	Value	Assessment
Capex / Revenue Ratio	5.5%	Consistent capital reinvestment rate. Adequate for fleet and vault infrastructure maintenance + expansion.
Capex Growth (3Y)	+25.1%	$231M → $289M. Accelerating investment — positive capacity-building signal.
Acquisition Strategy	Selective	DeLaRue CMS (FY24, cash cycle), NoteMachine (FY24, ATM network). Small bolt-on deals expanding service capability.
Digital Transformation	Brink's Complete	SaaS-based digital cash management platform. 2,600+ CompuSafe and smart safe installations. Technology pivot addresses secular cash decline in developed markets.
Capital Allocation Priority	Buybacks >> M&A	$583M buybacks vs. $26.6M acquisitions (22:1 ratio over 3 years). Financial engineering emphasis over growth investment. Cross-ref: Behavioural Section 12.
Workforce Trend	~77,600	Stable global headcount. 100+ country operating footprint maintained. No material workforce reduction signals.

Categories

A–E (entity) · A–B (officers)

Hard Gates

PASS

Sanctions + Debarment

TRUE_POSITIVE

All clear across A–E

Entity Screening — The Brink's Company + Subsidiaries

Entities: The Brink's Company · Brink's Global Services USA, Inc. · Brink's, Incorporated · Brink's Capital LLC · Brink's Chile S.A.

	Category	Databases	Result
A	Sanctions (Hard Block)	OFAC SDN · OFAC Non-SDN Consolidated · UN Consolidated · EU Financial Sanctions · HM Treasury · Swiss SECO	CLEAR
B	PEP	PEP-Global (POL / GOV / INF / NIO / JUD)	CLEAR
C	Law Enforcement & Fugitive	Interpol Red Notice · Interpol Yellow Notice · FBI Most Wanted · DEA Fugitives	CLEAR
D	Trade & Export Controls	BIS Entity List · BIS Denied Persons · ISN (9 sub-lists) · DDTC/ITAR · DOD 1260H	CLEAR
E	Debarment & Procurement Exclusion	SAM.gov Exclusions · World Bank Debarment · MDB Cross-Debarment	CLEAR

✅ Hard Gates (Sanctions + Debarment): ALL PASS — No sanctions designations, no procurement exclusions, no export control listings across all 5 entities.

Officer Screening — AML/Sanctions & PEP

Officers screened against Category A (Sanctions) and Category B (PEP) only. FAM/RCA matches auto-cleared at Layer 0 per D7 standing policy.

Officer	Title	A. Sanctions	B. PEP	Overall
Mark Eubanks	President & CEO	CLEAR	CLEAR	✅
Kurt McMaken	EVP & CFO	CLEAR	CLEAR	✅
Lindsay Blackwood	SVP, General Counsel & Secretary	CLEAR	CLEAR	✅
Amit Zukerman	EVP & COO	CLEAR	CLEAR	✅
Jonathan Diaz	SVP & CHRO	CLEAR	CLEAR	✅
Ronald Domanico	Former EVP & CFO (retired Dec 2024)	CLEAR	CLEAR	✅
Patrick Brickley	Former SVP & CAO	CLEAR	CLEAR	✅

Regulatory Enforcement Handoff: US regulatory enforcement findings (DOJ, FinCEN, SEC, EEOC, DOL/WHD, OSHA, NLRB, FMCSA) identified through screening are not watchlist/sanctions matches. These are analysed in Section 6 (US Regulatory Compliance) organised by compliance domain (6A–6F).

6US Regulatory Compliance

Score: 7.0 · High

This section provides a structured regulatory risk assessment organised by compliance domain. Findings are sourced from confirmed screening results (Section 5), SEC EDGAR filings, PACER records, and adverse media (Section 7). Sub-section scoring uses domain-weighted composite with a floor rule: if any sub-section scores ≥9.0, the section composite floors at 7.0.

Federal Agencies

With enforcement actions

Combined Penalties

$42.4M

DOJ $25M + FinCEN $17M + SEC $0.4M

Active Monitor

DOJ NPA

3-year compliance monitor → Jan 2028

6ASecurities & Capital Markets Compliance3.0 · Low-Medium

Finding	Source	Penalty	Status	Severity
Whistleblower Rule violation — Rule 21F-17(a). Employment agreements contained language impeding employees from reporting potential securities violations to SEC.	Screening + SEC order	$400K	Resolved (2022)	LOW-MED
Material weakness in ICFR — FY2022 annual report. KPMG issued adverse opinion on internal controls effectiveness.	10-K disclosure	—	Remediated (FY2023)	LOW-MED
Financial restatement / error correction	10-K disclosure	—	None on record	LOW

Assessment: Low-medium. $400K penalty is immaterial relative to $5.26B revenue. Material weakness remediated within one reporting cycle. No restatements. KPMG unqualified opinion for 3 consecutive years post-remediation. Audit committee governance functioning.

6BAML / BSA / Money Transmission9.5 · Critical

Primary Regulatory Finding: DOJ Non-Prosecution Agreement + FinCEN Consent Order ($42M combined, Jan 2025) for AML/BSA compliance failures in cross-border cash operations via BGS subsidiary. This is the dominant risk event in the entire report — criminal enforcement with an active 3-year independent compliance monitor.

DOJ — Non-Prosecution Agreement (Criminal Enforcement)$25M FORFEITURE

Agency

US Department of Justice

Subject Entity

Brink's Global Services USA, Inc.

Date

31 January 2025

Penalty

$25,000,000 forfeiture

Violation

AML/BSA — 18 U.S.C. § 1960 (unlicensed MTB)

Monitor

3-year independent compliance monitor → Jan 2028

Conduct

BGS processed >$15B in international bulk cash shipments without adequate AML controls. Failed to file timely SARs. Failed to implement effective CDD for cross-border cash customers. Operated as unlicensed money transmitting business in violation of federal law.

Admission

BGS admitted to the statement of facts in the NPA. This is a factual finding of record — not a settlement without admission.

Obligations

$25M forfeiture. 3-year independent compliance monitor. Enhanced AML/BSA compliance program. Cooperation obligations with DOJ. NPA breach = potential conversion to prosecution.

Contract Impact

NPA specifically preserves Brink's eligibility for US federal contracts. SAM.gov exclusion not triggered. However, new criminal enforcement during the monitor period would constitute NPA breach.

FinCEN — Consent Order & Civil Money Penalty$17M CMP

Agency

Financial Crimes Enforcement Network

Subject Entity

Brink's Global Services USA, Inc.

Date

31 January 2025

Penalty

$17,000,000 civil money penalty

Violation

BSA — SAR filing failures, CDD deficiencies

Relationship

Concurrent with DOJ NPA — same underlying conduct

Conduct

FinCEN found BGS failed to implement adequate AML program, file timely Suspicious Activity Reports, and maintain Customer Due Diligence procedures for cross-border cash customers.

Obligations

$17M civil money penalty. Enhanced compliance program mandated. Consent order imposes ongoing reporting obligations to FinCEN.

Additional AML/BSA Check	Result	Source
Brink's Capital LLC — FinCEN MSB Registration	Registered (compliant)	10-K disclosure
State money transmitter licensing	Not assessed (Phase 1 — federal only)	—

6CAnti-Corruption (FCPA / UK Bribery Act)1.5 · Low

Check	Result	Source
Entity FCPA enforcement	None on record	Screening + SEC EDGAR
Officer FCPA enforcement	None on record	Screening
UK Bribery Act enforcement	None on record	Screening
DOJ Anti-Corruption Division actions	None on record	Screening

Assessment: Low. No FCPA or anti-corruption enforcement. 10-K acknowledges structural exposure — operations in 100+ countries including high-corruption-risk jurisdictions (Latin America, Africa, Middle East). Brink's employees handle physical cash in these markets, creating inherent bribery/facilitation payment risk. Absence of enforcement ≠ absence of exposure.

6DFederal Procurement DebarmentCLEAR — Hard Gate PASS

✅ SAM.gov Exclusions: The Brink's Company + all named subsidiaries — NOT EXCLUDED (checked 09 Apr 2026). Entity is eligible for US federal contracts.

Entity	SAM.gov	World Bank	MDB Cross-Debarment
The Brink's Company	CLEAR	CLEAR	CLEAR
Brink's Global Services USA, Inc.	CLEAR	CLEAR	CLEAR
Brink's, Incorporated	CLEAR	CLEAR	CLEAR

Note: DOJ NPA does not automatically trigger debarment. The NPA specifically preserves Brink's eligibility to continue US federal government contracts subject to compliance monitor. An NPA breach or new criminal enforcement could trigger suspension/debarment proceedings.

6EEmployment & Labour6.5 · Medium-High

Agency	Enforcement Type	Finding	Status	Severity
EEOC	Employment Discrimination	Multiple charges related to employment practices. Pattern of discrimination-related settlements. Systemically indicates HR compliance gaps across enterprise.	Recurring	MEDIUM
DOL / WHD	Wage & Hour (FLSA)	Enforcement involving armored car drivers — overtime classification, minimum wage compliance. Sector-typical for CIT operators but indicates operational non-compliance.	Recurring	LOW-MED
OSHA	Workplace Safety	Citations at vault and depot operations. Cash handling and armored vehicle operations carry elevated injury risk inherent to the security services sector.	Recurring	LOW-MED
NLRB	Unfair Labor Practices	Complaints related to union relations. Brink's workforce partially unionized — labor relations friction ongoing across multiple facilities.	Recurring	LOW-MED

Multi-Agency Pattern Analysis: 4 federal employment agencies with enforcement actions within a 5-year window against a single entity. Individually, each finding is routine for a 77,600-employee, partially-unionized workforce in a physically demanding sector. Collectively, the pattern indicates operational-level employment compliance friction across the enterprise — not isolated incidents. No single finding exceeds the $5M penalty materiality threshold, but the volume warrants monitoring.

6FEnvironmental & Transport2.5 · Low-Medium

Agency	Finding	Details	Severity
FMCSA	Motor Carrier Enforcement	Federal Motor Carrier Safety Administration records for armored vehicle fleet operations. 16,100+ vehicle fleet. Standard carrier compliance — inspection history, driver qualification, hours of service.	LOW
EPA	Environmental Legacy	Former Pittston Company (pre-1996 Brink's separation) had coal mining operations with environmental liabilities. Current Brink's has minimal direct EPA exposure — no active consent decrees or Superfund designations.	LOW

Assessment: Low-medium. FMCSA enforcement is sector-standard for a company operating one of the largest armored vehicle fleets in the US. EPA exposure is legacy (pre-separation) and not material to current operations.

Regulatory Compliance — Composite Scoring

Sub-Section	Domain	Score	Weight	Weighted	Assessment
6A	Securities & Capital Markets	3.0	20%	0.60	Low-Medium SEC $400K resolved. MW remediated.
6B	AML / BSA / Money Transmission	9.5	30%	2.85	Critical DOJ NPA + FinCEN. Active monitor.
6C	Anti-Corruption (FCPA)	1.5	20%	0.30	Low No FCPA enforcement. Structural exposure.
6D	Federal Procurement Debarment	Hard Gate — PASS		—	CLEAR Not excluded. NPA preserves eligibility.
6E	Employment & Labour	6.5	20%	1.30	Medium-High 4-agency enforcement pattern.
6F	Environmental & Transport	2.5	10%	0.25	Low-Medium Sector-standard fleet compliance.
Weighted Composite				5.30
Floor Rule Applied (7B ≥ 9.0)		→ Floor: 7.0		7.0	Critical sub-section cannot be diluted below High

Floor Rule: When any sub-section scores ≥ 9.0, the section composite floors at 7.0 (High). This prevents a critical finding (DOJ NPA — criminal enforcement with active compliance monitor) from being averaged away by clean areas like FCPA and Environmental. Raw weighted composite: 5.30. Floored composite: 7.0 / 10 — High.

7Negative Media Risk Analysis

Score: 6.7 · Medium

Adverse media scoring uses recency-weighted severity across all identified items. Fraud flag is active (DOJ NPA for AML violations). 8 items identified from negative media screening with raw severity scores ranging from 4.0 to 8.8.

31 Jan 20258.8/10

DOJ NPA + FinCEN Consent Order — AML/BSA Enforcement ($42M)

Department of Justice and FinCEN simultaneously announced enforcement actions against Brink's Global Services USA for failures in anti-money laundering controls, suspicious activity reporting, and customer due diligence for cross-border cash shipments. Total penalty: $25M (DOJ NPA) + $17M (FinCEN civil). Three-year independent compliance monitor mandated. Highest-severity event in the assessment period.

Criminal Enforcement — AML/BSA

2024–20257.5/10

Chile FNE Antitrust Investigation — Cash-in-Transit Pricing

Chile's Fiscalía Nacional Económica (FNE) is investigating Brink's Chile for anti-competitive pricing practices in the cash-in-transit market. Company has accrued $9.5M for probable loss. Investigation ongoing — no final resolution. Dual-jurisdiction enforcement pattern (DOJ + FNE) within same 5-year window is a significant negative signal.

Antitrust — Active Investigation

2022–20236.5/10

Material Weakness in Internal Controls (ICFR)

FY2022 10-K disclosed material weakness in internal control over financial reporting. KPMG issued adverse opinion on ICFR effectiveness. Material weakness was remediated by FY2023 filing. Error correction flag is false for FY2025. While remediated, the initial failure indicates prior-period internal control deficiency.

Governance — Remediated

2023–20255.5/10

Employment Litigation Pattern — EEOC, DOL, NLRB

Pattern of employment-related enforcement: EEOC discrimination charges, DOL/WHD wage-and-hour investigations involving armored car drivers, and NLRB unfair labor practice complaints. Individually routine for a company with 77,600 employees; collectively, they indicate operational-level employment compliance friction.

Employment — Pattern

2024–20254.5/10

OSHA Workplace Safety Citations

OSHA citations at vault and depot operations. Cash handling and armored vehicle operations carry elevated injury risk inherent to the security services sector. Citations are consistent with industry norms for a company of this operational scale.

Safety — Sector Standard

20254.0/10

Positive Coverage — Revenue Growth & Digital Strategy

Brink's reported consecutive revenue growth ($4.87B → $5.01B → $5.26B), expansion of Brink's Complete digital cash management platform, and DeLaRue Cash Management acquisition integration. Positive analyst coverage for ROIC improvement and technology investment.

Positive

Media Risk Scoring Methodology

Recency weighting: Items within 12 months receive 1.0x weight; 12–24 months 0.8x; 24–36 months 0.6x. Fraud flag active (DOJ NPA for AML) floors score at 6.0 minimum. Composite: Weighted severity average across 8 items = 6.7. Director network media search: No adverse media identified for any named officer beyond entity-level enforcement coverage.

8Federal Litigation (PACER)

Score: 9.0 · Critical

Federal litigation scoring uses the D7 Five-Factor Model: Nature (0–5) + Court Level (0–3) + Direction (0–3) + Status (0–4) + Penalty Magnitude (0–3) = max 18 points. Cases scoring ≥14 are classified HIGH severity; 8–13 MEDIUM; below 8 LOW. The DOJ NPA scores 16/18 — the highest individual case score in this report.

🔴 Critical Severity Cases (Score ≥14)

Case	Nature	Court	Dir	Status	Penalty	Total	Band
DOJ NPA — AML/BSA (BGS)	5	3	3	3	2	16	CRITICAL

🟠 High Severity Cases (Score 10–13)

Case	Nature	Court	Dir	Status	Penalty	Total	Band
FinCEN Consent Order — SAR/CDD	4	2	3	3	1	13	HIGH
Chile FNE Antitrust Investigation	4	2	3	2	1	12	HIGH

🟡 Medium Severity Cases (Score 8–9)

Case	Total	Band	Notes
EEOC Employment Discrimination (multiple)	9	MEDIUM	Pattern of employment-related charges. Individual settlements under $1M.
DOL/WHD FLSA Actions (armored car drivers)	8	MEDIUM	Wage and hour compliance in fleet operations. Industry-typical for large CIT operators.

⚡ Litigation Pattern Analysis

Pattern 1 — Multi-Agency Criminal/Civil Enforcement: The DOJ NPA (criminal) + FinCEN Consent Order (civil) for the same underlying conduct (AML/BSA failures) represents the most severe litigation pattern available. Both are entity-level — not individual. The 3-year independent compliance monitor indicates the DOJ considers institutional remediation necessary.

Pattern 2 — Cross-Jurisdiction Enforcement: Chile FNE antitrust investigation + DOJ NPA within a 5-year window constitutes dual-jurisdiction enforcement across different regulatory domains (AML + antitrust). This pattern suggests systemic compliance culture issues, not isolated incidents.

Pattern 3 — Employment Litigation Volume: EEOC + DOL/WHD + NLRB + OSHA enforcement matters are consistent with a 77,600-employee, partially-unionized workforce in a physically demanding sector. Individually low-to-medium severity, but the volume indicates operational employment compliance friction.

9Geopolitical Risk Assessment

Score: 5.0 · Medium

The Brink's Company operates in 100+ countries across six continents. This global footprint — essential to the cross-border cash management business model — creates inherent exposure to geopolitical, regulatory, and operational risks across multiple jurisdictions. Scoring uses the L × I × P (Likelihood × Impact × Preparedness) framework across five categories.

Geopolitical Risk Scoring Matrix (L × I × P)

Category	L (1–5)	I (1–5)	P (1–5)	Score	Band
Jurisdictional Enforcement Risk	4	4	3	5.3	Medium-High
Conflict & Sovereignty Risk	3	3	3	3.0	Medium
FX & Currency Risk	4	4	3	5.3	Medium-High
Regulatory Environment	3	3	4	2.3	Low
Social & Labour Risk	3	3	3	3.0	Medium

Detailed Assessment by Category

⚖️ Jurisdictional Enforcement Risk Medium-High

US (DOJ/FinCEN)Active NPA

Chile (FNE)Active Investigation

EU / GDPRNo known actions

Multi-jurisdiction enforcement (US + Chile) within 5 years demonstrates that global operations create enforcement surface area. The independent compliance monitor for US AML suggests additional jurisdictions may scrutinise Brink's AML practices.

💱 FX & Currency Risk Medium-High

FX Translation Losses (FY24)−$188.5M

FX Translation (FY25)−$56.2M

Key Exposure CurrenciesBRL, CLP, ARS, EUR

Latin American currencies drive the largest FX risk. Argentine peso devaluation was a primary driver of FY24 equity erosion. FX hedging program in place but translation losses structurally impact equity.

⚔️ Conflict & Sovereignty Risk Medium

Latin America OperationsMedium

Middle East / AfricaMedium

North America / EuropeLow

CIT operations in countries with elevated crime / conflict risk are inherent to the business model. Physical security risk is managed through armored operations, but sovereign risk and political instability in key markets create revenue concentration risk.

👷 Social & Labour Risk Medium

Global Workforce77,600 employees

UnionizationPartial (US + LatAm)

EEOC/DOL/NLRB PatternActive

Large, partially unionized workforce in a physically demanding sector creates inherent employment risk. EEOC/DOL/NLRB enforcement pattern is operationally consistent with peer group but adds to overall compliance burden.

10Sectoral Risk — Security Services (CIT & Cash Management)

Score: 4.5 · Medium

Sector: Security Services — Cash-in-Transit (CIT), ATM Management, Digital Cash Management, Global Cash Logistics (SIC: 7382)

Sector Summary: The global CIT and cash management market is estimated at ~$18B and growing at 4–5% CAGR, driven by emerging market cash intensity and ATM network management outsourcing. However, the industry faces a structural headwind from digital payments penetration — particularly in developed markets — that is gradually reducing cash circulation volumes. Brink's strategy to pivot toward "Brink's Complete" (digital cash management platform) and technology-enabled vault services addresses this trend.

Sectoral Risks: (1) Cash circulation decline in developed markets as digital payments grow. (2) High capital intensity for armored vehicle fleets and vault infrastructure. (3) Inherent workplace safety risk in cash handling operations (robbery, vehicle accidents). (4) Regulatory compliance complexity operating across 100+ jurisdictions. (5) AML/BSA compliance risk is structurally elevated for companies handling bulk cash — as demonstrated by the DOJ/FinCEN enforcement action.

Entity-Specific Positioning: Brink's is the #2 global CIT provider (behind Loomis). Revenue growth of +8.0% over FY23–FY25 outperforms sector average. The DeLaRue Cash Management Services and NoteMachine acquisitions expand ATM and cash cycle footprint. "Brink's Complete" digital platform and 2,600+ CompuSafe/smart safe installations position the company for the cash-to-digital transition.

11Behavioural Risk Indicators

High — Multi-Agency Enforcement Pattern

Behavioural risk indicators identify patterns of conduct that may signal underlying governance or compliance weakness — derived from cross-referencing enforcement patterns, financial trajectory, corporate governance signals, and operational conduct across multiple dimensions.

🔴 Multi-Agency Federal Enforcement Pattern

Seven distinct US federal agencies with enforcement actions within a 5-year window (DOJ, FinCEN, SEC, EEOC, DOL/WHD, OSHA, NLRB). The DOJ NPA for AML/BSA failures — the most severe non-debarment enforcement outcome — indicates systemic compliance culture issues rather than isolated operational failures.

Pattern: 7 agencies × 5-year window = systemic signal. DOJ required independent compliance monitor (3 years).

🔴 Dual-Jurisdiction Enforcement (US + Chile)

DOJ NPA (AML) and Chile FNE antitrust investigation active simultaneously. Different regulatory domains (anti-money laundering vs. antitrust), different jurisdictions, same 5-year window. Cross-jurisdiction enforcement pattern is a strong negative behavioural signal — suggests compliance weaknesses are not jurisdiction-specific.

Pattern: 2 jurisdictions × 2 regulatory domains = elevated governance risk.

⚠️ Share Buybacks vs. Acquisitions — 22:1 Ratio

$583M in share buybacks over 3 years ($209.4M + $203.6M + $169.9M) versus $26.6M in acquisitions ($6.0M + $19.1M + $1.5M). While buybacks return value to shareholders, the 22:1 ratio suggests capital allocation prioritises financial engineering over organic/inorganic growth investment — particularly notable given the high leverage (D/E 9.4x).

Watch: Buyback pace accelerating as debt also increases. Sustainability of dual capital return + leverage questionable.

✅ Revenue Growth — 3 Consecutive Years

Revenue: $4.87B → $5.01B → $5.26B (+8.0% over 3 years). Net income recovery: $87.7M → $162.9M → $199.7M (+128% recovery). Operating cash flow: $396M → $492M → $540M. The underlying business is performing well despite the compliance and enforcement headwinds.

Strong operational performance partially mitigates enforcement risk — business is not in distress.

✅ ICFR Material Weakness — Remediated

Material weakness in internal controls identified FY2022, remediated by FY2023 filing. Error correction flag = false for FY2025. KPMG unqualified opinion for 3 consecutive years (post-remediation). No restatements. Demonstrates ability to identify and fix governance deficiencies — a positive signal.

Remediation pattern: Identified → Fixed → Confirmed. Audit committee governance functioning.

✅ 165+ Year Operating History — NYSE Listed

Established 1859. Continuously operating for over 165 years. NYSE listed with full SEC reporting obligations. KPMG audited. Shell company = false. The entity's institutional longevity, public market discipline, and independent audit provide structural governance safeguards that smaller or private entities lack.

Long operating history + public listing + Big 4 audit = structural governance floor.

12Cyber Risk Assessment

Score: 2.0 · Low

Brink's 10-K Item 1C cybersecurity disclosure (FY2025) reports no material cybersecurity incidents during the reporting period. The company maintains an enterprise information security program with Board-level oversight. Key cyber risk factors include: (1) digital cash management platform (Brink's Complete) creates technology surface area; (2) global vault and ATM network connectivity; (3) customer financial data handling obligations. No data breaches reported to SEC. No material cyber insurance claims identified. DMARC/SPF/DKIM configuration for brinks.com not assessed in this report (requires active scanning feed).

13ESG & Sustainability

Score: 4.85 · Medium

Phase I ESG assessment based on SEC filings (10-K, DEF 14A proxy statement), enforcement records, and public disclosures. Four sub-indicators scored: Board Diversity, Social/Labour, Environmental, and Governance.

Board Diversity

22% Female

2 of 9 directors · 1 racial/ethnic minority

Social / Labour

Elevated

EEOC/DOL/OSHA/NLRB enforcement. Cross-ref 6E.

Environmental

Low Risk

No EPA enforcement. Fleet diesel operations.

Governance

Mixed

MW remediated. DOJ NPA = prior governance failure.

Board Diversity — DEF 14A Proxy (FY2024)

Director	Gender	Race / Ethnicity	Nationality	Independence
Kathie J. Andrade	Female	White	US	Independent
Paul G. Boynton	Male	White	US	Independent
Ian D. Clough	Male	White	US	Independent
Susan E. Docherty	Female	White	Canada / US	Independent
Mark Eubanks	Male	White	US	President & CEO
Michael J. Herling	Male	White	US	Independent
A. Louis Parker	Male	White	US	Independent
Timothy J. Tynan	Male	White	US	Independent
Keith R. Wyche	Male	Black / African American	US	Independent

Gender: 2 Female / 7 Male (22% female representation)

Racial/Ethnic: 1 Black / 8 White (11% minority representation)

Independence: 7 of 9 independent (78%)

ESG Scoring — Composite (Phase I)

Sub-Indicator	Score	Weight	Weighted	Level	Assessment
Board Diversity	4.5	20%	0.90	Medium	22% female representation — below 30% best-practice threshold. 1 racially diverse director (11%). Dual-nationality representation (Canada/US). 78% board independence is adequate. Source: DEF 14A proxy statement (FY2024).
Social / Labour	7.0	35%	2.45	High Risk	Multi-agency employment enforcement (EEOC, DOL/WHD, OSHA, NLRB). 77,600 employees in physically demanding, partially-unionized roles. Volume of enforcement is the primary ESG risk driver. Cross-ref: Section 6E.
Environmental	2.0	25%	0.50	Low Risk	No EPA enforcement actions, environmental penalties, or consent decrees. Fleet operations carry carbon footprint (diesel armored vehicles) but no material environmental regulatory risk. EV transition plan not disclosed. CDP/TCFD reporting status not assessed.
Governance	5.0	20%	1.00	Medium	ICFR material weakness (FY2022) remediated by FY2023. DOJ NPA required 3-year independent compliance monitor — indicating prior governance failure. KPMG audit (Big 4), 3 consecutive unqualified opinions. No restatements.
Composite ESG	4.85	100%	4.85	Medium	Social/labour enforcement (7.0 × 35%) drives 50% of the composite. Board diversity is below best-practice but meets basic representation standards.

Board Diversity Scoring Model: ≥40% female = 1.0 (Low) · 30–39% = 2.0 (Low) · 20–29% = 4.0 (Medium) · 10–19% = 6.0 (Med-High) · <10% = 8.0 (High). +1.0 if no racial/ethnic diversity. −1.0 if formal Board Diversity Matrix published. Brink's: 22% female (base 4.0) + racial diversity present (no penalty) + proxy includes diversity matrix (−0.5 estimated) → 4.5.

14Continuous Monitoring Framework

🔁 QUARTERLY MONITORING RECOMMENDED

Continuous Monitoring (CM) is triggered when one or more conditions are met. For The Brink's Company, three of four triggers have fired — placing the entity in the highest CM frequency band (Quarterly).

Trigger	Condition	Status	Evidence
T1 — Score Threshold	Overall D7 score ≥ 7.0	FIRED	Composite score 7.45 exceeds threshold. Quarterly refresh mandated.
T2 — Financial Distress	Negative equity, CIRP, or ICR < 1.5x	NOT FIRED	ICR 2.4x (above 1.5x threshold). Equity positive ($407.3M). No Ch.11 filing.
T3 — Enforcement Event	Active DOJ/SEC/FinCEN enforcement	FIRED	DOJ NPA active with 3-year compliance monitor (through Jan 2028). FinCEN Consent Order active.
T4 — Compliance Flags	Multi-agency enforcement pattern	FIRED	7 federal agencies with enforcement actions + Chile FNE antitrust investigation.

Monitoring Schedule: Quarterly refresh (next: Q3 2026) covering: (1) DOJ NPA compliance monitor status updates, (2) Chile FNE investigation resolution, (3) Financial metrics refresh (10-Q filings), (4) Global sanctions re-screening, (5) Adverse media refresh. Annual comprehensive re-report recommended on 10-K filing date.

15Engagement Workflow & Supplier Dialogue

Recommended Way Forward

Proceed with Enhanced Safeguards — Do Not Block

Overall risk is High (7.45) but driven by compliance enforcement history, not sanctions designation or active debarment. Entity is not on SAM.gov exclusion list. Operationally viable vendor with strong revenue growth. Proceed with enhanced contractual protections.

Obtain DOJ NPA Compliance Monitor Status — Before Contract Execution

Request confirmation of current compliance monitor status, including most recent monitor report summary and any identified deficiencies. The NPA expires Jan 2028 — verify Brink's is on track for successful completion. If monitor has reported material non-compliance, escalate to STOP_DO_NOT_ENGAGE.

Include AML/Compliance Representations & Warranties

Contract must include specific R&W clauses: (a) entity is not subject to any sanctions designation; (b) entity confirms compliance with DOJ NPA terms; (c) entity warrants no additional enforcement actions not previously disclosed; (d) right to terminate on material compliance failure or new criminal enforcement. Standard anti-bribery/FCPA clause also required given 100+ country operations.

Monitor Chile FNE Resolution

$9.5M accrued but investigation ongoing. Final resolution could increase penalty or trigger additional jurisdictional enforcement. Include contractual notification obligation requiring Brink's to disclose any adverse resolution within 30 days.

Set Quarterly Re-Screening Trigger

Quarterly refresh (next: Q3 2026) covering DOJ NPA monitor updates, sanctions re-screening, 10-Q financial refresh, and adverse media update. For contracts above $1M, obtain updated D7 report annually on 10-K filing date. Downgrade to semi-annual if composite score drops below 5.0 for two consecutive quarters.

🗣️ Supplier Dialogue — Recommended Questions

QUESTION 1 — DOJ NPA COMPLIANCE

What is the current status of the independent compliance monitor required under the January 2025 DOJ Non-Prosecution Agreement? Has the monitor issued any findings of material non-compliance? What specific AML/BSA remediation steps have been implemented since the NPA?

Context: DOJ NPA requires 3-year independent compliance monitor (through Jan 2028). Monitor findings directly affect NPA termination vs. conversion to prosecution.

QUESTION 2 — CHILE FNE

What is the expected timeline for resolution of the Chile FNE antitrust investigation? Does the $9.5M accrual represent the entity's best estimate of probable loss, or is a higher penalty reasonably possible? Are any other jurisdictions investigating similar CIT pricing practices?

Context: Dual-jurisdiction enforcement pattern (US + Chile) within 5 years. Additional jurisdictions investigating would signal further risk escalation.

QUESTION 3 — LEVERAGE & CAPITAL

With D/E at 9.4x and annual share buybacks of $209M, how does Brink's plan to manage the debt maturity schedule? Is there a leverage reduction target? What is the current cost of debt and sensitivity to rate changes?

Context: ICR 2.4x is adequate but tight. $583M in buybacks over 3 years while debt increased $554M raises capital allocation sustainability questions.

16Annexure — Financial Statements (XBRL)

Consolidated Balance Sheet Summary (USD Millions)

Balance Sheet Item ($M)	FY 2025	FY 2024	FY 2023
Equity & Liabilities
Common Stock & APIC	597.8	550.7	523.6
Retained Earnings	1,789.3	1,640.2	1,527.9
Treasury Stock	(1,728.6)	(1,541.5)	(1,367.3)
Accum. Other Compr. Loss	(490.2)	(500.7)	(312.2)
Total Shareholders' Equity	407.3	312.5	520.2
Long-Term Debt	3,825.4	3,587.0	3,271.0
Current Portion of LTD	67.8	58.3	52.1
Total Liabilities	6,412.8	6,175.3	5,810.6
Assets
Cash & Equivalents	741.2	823.5	789.4
Trade Receivables	457.3	432.1	398.6
Total Current Assets	1,785.8	1,742.3	1,636.2
Goodwill	1,515.3	1,532.7	1,498.2
Net PP&E	869.5	832.4	776.8
Total Assets	6,820.1	6,487.8	6,330.8

Consolidated Income Statement Summary (USD Millions)

P&L Item ($M)	FY 2025	FY 2024	FY 2023
Net Revenue	5,263.0	5,012.0	4,872.0
Cost of Revenue	3,895.2	3,741.6	3,668.4
SG&A	512.8	498.3	481.6
Operating Income	445.2	378.5	296.3
Interest Expense	245.5	231.8	215.6
Income Tax Expense	76.3	54.8	38.2
Net Income	199.7	162.9	87.7
Adjusted EBITDA	990.5	911.9	842.3

17Confidentiality & Disclaimer

This Vendor Background Due Diligence Report has been generated by Fortifai's D7, its proprietary Due Diligence Agent, based on information obtained from publicly available sources (SEC EDGAR XBRL filings, PACER federal court records, SAM.gov), credible third-party databases, and data inputs provided by the Customer. Fortifai has not independently verified, audited, or authenticated the accuracy, completeness, or currency of such information.

The Report is intended solely to provide indicative insights to assist the Subscriber in making informed business decisions. It does not constitute an audit opinion, certification, or guarantee of the vendor's financial, legal, or compliance standing.

Fortifai disclaims, to the fullest extent permitted by law, all warranties, representations, and liabilities of any kind relating to the Report. The Report should not be relied upon as the sole basis for any contractual, financial, investment, or compliance decisions.

This report is confidential and proprietary to Fortifai. The Subscriber shall not copy, reproduce, or disclose any content without the express written consent of Fortifai.

Legal Name	The Brink's Company
Ticker / Exchange	NYSE: BCO
EIN	54-1317776
State of Incorporation	Virginia, USA
SIC Code	7382 — Home Health Care Services / Security Services
Fiscal Year End	December 31
Registered Address	1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100
Entity Status	Active Shell Company: No
SEC CIK	0000078890
XBRL Filing	10-K filed 20 Feb 2026 (FY ending 31 Dec 2025)
Auditor	KPMG LLP (PCAOB ID: 185)
Operating History	165+ years (est. 1859)
Employees	~77,600 (global, as of 31 Dec 2025)