2005 Financial Review

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 22 - Other Commitments and Contingencies

Purchase Obligations

At December 31, 2005, the Company had noncancelable commitments for $23.0 million for equipment purchases, and information technology and other services.

Value-added taxes (“VAT”) and customs duties

During 2004, the Company determined that one of its non-U.S. Brink’s business units had not paid customs duties and VAT with respect to the importation of certain goods and services. The Company was advised that civil and criminal penalties could be asserted for the non-payment of these customs duties and VAT. Although no penalties have been asserted to date, they could be asserted at any time. The business unit has provided the appropriate government authorities with an accounting of unpaid customs duties and VAT and has made payments covering its calculated unpaid VAT. As a result of its investigation, the Company accrued charges of $1.1 million to operating profit and recorded estimated interest expense of $0.7 million related to this matter during 2004. The Company believes that the range of reasonably possible losses is between $0.4 million and $3.0 million for potential penalties on unpaid VAT and between $0 and $35 million for unpaid customs duties and associated penalties. The Company believes that the assertion of the penalties on unpaid customs duties would be excessive and would vigorously defend against any such assertion. The Company does not expect to be assessed interest charges in connection with any penalties that may be asserted. The Company continues to diligently pursue the timely resolution of this matter and, accordingly, the Company’s estimate of the potential losses could change materially in future periods. The assertion of potential penalties may be material to the Company’s financial position and results of operations.

BAX Global’s Litigation

BAX Global is defending a claim related to the apparent diversion by a third party of goods being transported for a customer. Although BAX Global is defending this claim vigorously and believes that its defenses have merit, it is possible that this claim ultimately may be decided in favor of the claimant. If so, the Company expects that the ultimate amount of reasonably possible unaccrued losses could range from $0 to $9 million. The Company has contractually indemnified the purchaser of BAX Global for this contingency.

BAX Global’s Taxes

The Company has retained all pre-closing tax assets and liabilities related to BAX Global, except deferred income taxes. The Company has $23.3 million accrued for these net tax liabilities at December 31, 2005.

Former Coal Operations

At December 31, 2005, the Company had obligations of $8.6 million (at net present value) under mineral lease agreements that give it the right to access and mine coal properties in exchange for required minimum annual payments. These agreements require that the Company pay royalties to lessors based on production of coal or minimum amounts if coal is not produced.

BHS contingency for a component

BHS has been notified by one of its equipment suppliers that it is reviewing data associated with the reliability of a component. The supplier is examining currently available data and developing additional data in order to complete the review. The conclusions from the review could range from the confirmation of the reliability of the component to a requirement to replace the component. The Company does not currently believe that actions, if any, stemming from this review will have a material impact on the Company’s financial position. The Company expects to be reimbursed for costs, if any, that may be incurred in responding to the review. However, depending upon the timing and amounts of expenditures and reimbursements, there could be an impact on results of operations for individual quarters in 2006.

Gain Contingency - Insurance claims

The Company expects to file insurance claims of $4.0 million to $6.5 million related to property damage and business interruption insurance coverage for losses sustained from Hurricane Katrina. As of December 31, 2005 the Company has recorded a receivable of $2.2 million for claims to be filed, which equals the amount of hurricane-related property losses recognized to date. Because the Company’s property damage insurance coverage provides for replacement value, the Company expects to record proceeds in excess of realized losses when the claims are ultimately settled. Claims for lost revenues under business interruption coverage will be recognized as operating income when the claims are settled.

Surety Bonds

The Company is required by various state and federal laws to provide security with regard to its obligations to pay workers’ compensation, to reclaim lands used for mining by the Company’s former coal operations and to satisfy other obligations. As of December 31, 2005, the Company had outstanding surety bonds with third parties totaling approximately $71.8 million that it has arranged in order to satisfy various security requirements. Most of these bonds provide financial security for previously recorded liabilities. The Company expects $9.4 million of the outstanding surety bonds to be replaced with surety bonds provided by the purchaser of BAX Global. Surety bonds are typically renewable on a yearly basis; however, there can be no assurance the bonds will be renewed or that premiums in the future will not increase.

If the remaining surety bonds are not renewed, the Company believes that it has adequate available borrowing capacity under its Letter of Credit Facility and its Revolving Facility to provide letters of credit or other collateral to secure its obligations.

The Company has issued letters of credit under its Letter of Credit Facility, described in “Debt” above, to satisfy a portion of its security requirements. At December 31, 2005, $135.8 million of the $144.1 million issued letters of credit was used to satisfy security requirements.