2005 Financial Review

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 - Long-Term Debt

(a)

Includes $2.7 million in 2004 related to BAX Global.

The Company has an unsecured $400 million revolving bank credit facility (“Revolving Facility”) with a syndicate of banks against which it may borrow (or otherwise satisfy credit needs) on a revolving multi-currency basis over a five-year term ending in October 2009. At December 31, 2005, $276.4 million was available for use under the Revolving Facility. The Company has the option to borrow based on LIBOR plus a margin, prime rate or a competitive bid among the individual banks. The margin on LIBOR borrowings, which can range from 0.3% to 1.0% depending on the Company’s credit rating, was 0.6% at December 31, 2005. When borrowings and letters of credit under the Revolving Facility are in excess of $200 million, the applicable interest rate is increased by 0.125%. The Company also pays an annual facility fee on the Revolving Facility based on the Company's credit rating. The facility fee, which can range from 0.1% to 0.25%, was 0.15% as of December 31, 2005.

The Company has an unsecured $150 million credit facility with a bank to provide letters of credit and other borrowing capacity over a five-year term ending in December 2009 (the “Letter of Credit Facility”). The costs of these letters of credit are expected to be approximately the same as borrowings under its $400 million facility discussed above. As of December 31, 2005, $5.9 million was available for use under this revolving credit facility. The Revolving Facility and the multi-currency revolving credit facilities described below are also used for the issuance of letters of credit and bank guarantees.

The Company has three unsecured multi-currency revolving bank credit facilities totaling $121.4 million in available credit at December 31, 2005, of which $50.8 million was unused. When rates are favorable, the Company also borrows from other banks under short-term uncommitted agreements. Various foreign subsidiaries maintain other secured and unsecured lines of credit and overdraft facilities with a number of banks. Amounts borrowed under these agreements are included in short-term borrowings.

At December 31, 2005, the Company had $76.7 million of Senior Notes outstanding that are scheduled to be repaid in 2006 through 2008, including $18.3 million which was paid as scheduled in January 2006. Interest on each series of the Senior Notes is payable semiannually, and the Company has the option to prepay all or a portion of the Senior Notes prior to maturity subject to a make-whole provision. The Senior Notes are unsecured. On February 28, 2006, the Company gave notice to the holders of the Senior Notes that the Company would elect to prepay the remaining $58.4 million outstanding in the first quarter of 2006. A make-whole payment of approximately $1.7 million is expected to be paid in connection with this prepayment.

Minimum repayments of long-term debt, excluding the repayments of Senior Notes discussed above, are as follows:

(a)

Excludes repayments of BAX Global’s $2.9 million long-term debt.

Capital Leases

Property under capital leases are included in property and equipment as follows:

(a)

Includes $2.2 million in 2004 related to BAX Global.

The Company’s Brink’s, BHS, and BAX Global subsidiaries have guaranteed the Revolving Facility, the Letter of Credit Facility and the Senior Notes. As of January 31, 2006, BAX Global is no longer a guarantor as a result of the sale of BAX Global. The Revolving Facility, the Letter of Credit Facility, the agreement under which the Senior Notes were issued and the multi-currency revolving bank credit facilities each contain various financial and other covenants. The financial covenants, among other things, limit the Company’s total indebtedness, limit the use of proceeds on sales of assets (including the sale of BAX Global), provide for minimum coverage of interest costs, and require the Company to maintain a minimum level of net worth. The credit agreements do not provide for the acceleration of payments should the Company's credit rating be reduced. If the Company were not to comply with the terms of its various loan agreements, the repayment terms could be accelerated and the commitment could be withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other loan agreements. The Company was in compliance with all financial covenants at December 31, 2005.

In 2003, at the Company’s request, the Peninsula Ports Authority of Virginia issued a new series of bonds to replace the previous bonds related to Dominion Terminal Associates, a deep water coal terminal in which the Company no longer has an interest. The Company continues to pay interest on and guarantee payment of the $43.2 million principle of the new bonds and ultimately will have to pay for the retirement of the new bonds in accordance with the terms of the guarantee. The new bonds bear a fixed interest rate of 6.0% and mature in 2033. The new bonds may mature prior to 2033 upon the occurrence of specified events such as the determination that the bonds are taxable or the failure of the Company to abide by the terms of its guarantee.

At December 31, 2005, the Company had undrawn unsecured letters of credit and guarantees totaling $221.1 million, including $144.1 million issued under the Letter of Credit Facility, and $44.1 million issued under the multi-currency revolving bank credit facility. These letters of credit primarily support the Company’s obligations under various self-insurance programs, credit facilities and aircraft leases.