2005 Financial Review

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16 - Capital Stock

Repurchase Program

The Company has the remaining authority to purchase up to 1.0 million shares of common stock under a share repurchase program authorized by the board of directors, with an aggregate purchase price limitation of $19.1 million.

Employee Benefits Trust

The Brink’s Company Employee Benefits Trust (the “Trust”) holds shares of the Company’s common stock to fund obligations under compensation and employee benefit programs that provide for the issuance of stock. The Company issued 2.1 million shares in 2005 and 2.5 million shares in 2004 of common stock to the Trust. Shares held by the Trust that have not been allocated to employees are accounted for at fair value as a reduction of shareholders’ equity similar to treasury stock. Shares of common stock will be voted by the trustee in the same proportion as those voted by the Company’s employees participating in the Company’s 401(k) plan.

Preferred Stock

At December 31, 2005, the Company has authority to issue up to 2.0 million shares of preferred stock, par value $10 per share.

Series A Preferred Stock Rights Agreement

Under the Amended and Restated Rights Agreement dated as of September 2003, holders of common stock have rights to purchase a new Series A Participating Cumulative Preferred Stock (the “Series A Preferred Stock”) of the Company at the rate of one right for each share of common stock. Each right, if and when it becomes exercisable, will entitle the holder to purchase one-thousandth of a share of Series A Preferred Stock at a purchase price of $60.00, subject to adjustment.

Each fractional share of Series A Preferred Stock will be entitled to participate in dividends and to vote on an equivalent basis with one whole share of common stock. Each right will not be exercisable until after a third party acquires more than 15% of the total voting rights of all outstanding common stock or on specific dates as may be designated by the Board after commencement of a tender offer or exchange offer by a third party for more than 15% of the total voting rights of all outstanding common stock.

If after the rights become exercisable, the Company is acquired in a merger or other business combination, each right will entitle the holder to purchase, for the purchase price, common stock of the surviving or acquiring company having a market value of twice the purchase price. In the event a third party acquires more than 15% of all outstanding common stock, the rights will entitle each holder to purchase, at the purchase price, that number of fractional shares of Series A Preferred Stock equivalent to the number of shares of common stock which at the time of the triggering event would have a market value of twice the purchase price. As an alternative to the purchase described in the previous sentence, the Board may elect to exchange the rights for other forms of consideration, including that number of shares of common stock obtained by dividing the purchase price by the market price of the common stock at the time of the exchange or for cash equal to the purchase price. The rights may be redeemed by the Company at a price of $0.01 per right and expire on September 25, 2007.