Notes to Consolidated Financial Statements

Note 3 – Earnings Per Share

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

         
  Years Ended December 31,
(In millions)   2004 2003 2002
Numerator
Income from continuing operations $ 100.6 18.2 69.4
Preferred stock dividends (a)   - - (0.5)
Premium on repurchase of preferred stock (a)   - - (0.6)
Numerator for basic and diluted income per share from continuing operations $ 100.6 18.2 68.3
Denominator
Basic weighted average common shares outstanding   54.6 53.1 52.1
Effect of dilutive stock options   0.7 0.1 0.3
Diluted weighted average common shares outstanding   55.3 53.2 52.4
Antidilutive stock options excluded from computation   0.6 3.1 1.2
(a)
See “Series C Convertible Preferred Stock” in note 17.

Shares of the Company’s common stock held by The Brink’s Company Employee Benefits Trust (the “Trust”) that have not been allocated to employees under the Company’s various benefit plans are excluded from earnings per share calculations since they are treated as treasury shares for the calculation of earnings per share. The Trust held 1.1 million unallocated shares at December 31, 2004, 0.6 million unallocated shares at December 31, 2003 and 1.8 million unallocated shares at December 31, 2002.