Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies Note 2 - Segment Information Note 3 - Earnings Per Share Note 4 - Employee and Retiree Benefits Note 5 - Investments Held by VEBA Trust Note 6 - Former Natural Resource Operations Note 7 - Costs Associated With Exit Activities Note 8 - Property and Equipment Note 9 - Impairment of Long-Lived Assets Note 10 - Other Assets Note 11 - Accrued Liabilities Note 12 - Other Liabilities Note 13 - Long-Term Debt Note 14 - Accounts Receivable and Asset Securitization Note 15 - Operating Leases Note 16 - Equity-Based Compensation Plans Note 17 - Capital Stock Note 18 - Income Taxes Note 19 - Supplemental Cash Flow Information Note 20 - Other Operating Income, Net Note 21 - Other Nonoperating Income (Expense), Net Note 22 - Risk Management Note 23 - Other Commitments and Contingencies Note 24 - Selected Quarterly Financial Data (unaudited)

Note 3 - Earnings Per Share

The following is a reconciliation between the calculations of basic and diluted income from continuing operations per common share:

(a) See “Series C Convertible Preferred Stock” in note 17.

Unallocated shares of the Company’s common stock held by The Brink’s Company Employee Benefits Trust (the “Trust”) are treated as treasury shares for earnings per share purposes. Accordingly, these shares are excluded from earnings per share calculations. The number of shares held by the Trust at year end were 0.6 million shares in 2003, 1.8 million shares in 2002 and 2.7 million shares in 2001.