UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission file number 1-9148
THE BRINK'S COMPANY 401(k) PLAN
(Full title of the Plan)
THE BRINK'S COMPANY
(Name of the issuer of securities held pursuant to the Plan)
P.O. BOX 18100
1801 BAYBERRY COURT
RICHMOND, VIRGINIA 23226-8100
(Address of issuer's principal (Zip Code)
executive offices)
THE BRINK'S COMPANY 401(k) PLAN
Financial Statements and Schedules
December 31, 2002 and 2001
(With Independent Auditors' Report Thereon)
2
THE BRINK'S COMPANY 401(k) PLAN
Index to Financial Statements and Schedules
December 31, 2002 and 2001
Pages
-----
Independent Auditors' Report 4
Financial Statements
--------------------
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001 5
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2002 and 2001 6
Notes to Financial Statements 7-12
Schedules
---------
Schedule H, Line 4i, -
Schedule of Assets (Held at End of Year) -
December 31, 2002 13
Schedule H, Line 4j, -
Schedule of Reportable Transactions
Year Ending December 31, 2002 14
Other schedules not filed herewith are omitted because of the absence of
conditions under which they are required to be filed.
3
INDEPENDENT AUDITORS' REPORT
----------------------------
The Pension Committee of the Board of Directors
The Brink's Company:
We have audited the accompanying statements of net assets available for benefits
of The Brink's Company 401(k) Plan (the "Plan") as of December 31, 2002 and
2001, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2002 and 2001, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) and reportable transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
------------
Richmond, Virginia
June 23, 2003
4
THE BRINK'S COMPANY 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31
(In thousands) 2002 2001
--------------------------------------------------------------------------------
Assets
Investments at fair value:
The Brink's Company common stock $ 56,333 63,505
Mutual funds 73,122 78,519
Common trust funds 15,393 19,342
Notes receivable from participants 13,206 14,038
Investments at contract value 57,262 54,726
--------------------------------------------------------------------------------
Total investments 215,316 230,130
Receivables:
Participant contributions 1,257 1,553
Employer contributions 699 793
Interest 56 85
--------------------------------------------------------------------------------
Total receivables 2,012 2,431
Cash and cash equivalents 9 -
--------------------------------------------------------------------------------
Total assets $ 217,337 232,561
================================================================================
Liabilities
Accrued liabilities $ - 292
--------------------------------------------------------------------------------
Total liabilities - 292
================================================================================
Net assets available for benefits $ 217,337 232,269
================================================================================
See accompanying notes to financial statements.
5
THE BRINK'S COMPANY 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31
(In thousands) 2002 2001
--------------------------------------------------------------------------------------------------
Income:
Dividends $ 4,265 4,903
Interest 969 1,047
Net appreciation (depreciation) in fair value of investments:
Participant-directed (34,884) (11,909)
Nonparticipant-directed 4,324 5,761
--------------------------------------------------------------------------------------------------
Net depreciation (30,560) (6,148)
Contributions:
Participant 21,570 19,240
Employer 11,286 9,732
Rollover 695 1,507
--------------------------------------------------------------------------------------------------
Total additions 8,225 30,281
Distributions to participants
or beneficiaries (23,157) (18,757)
--------------------------------------------------------------------------------------------------
Net increase (decrease) (14,932) 11,524
Net assets available for benefits:
Beginning of year 232,269 220,745
--------------------------------------------------------------------------------------------------
End of year $ 217,337 232,269
==================================================================================================
See accompanying notes to financial statements.
6
THE BRINK'S COMPANY 401(k) PLAN
Notes to Financial Statements
December 31, 2002 and 2001
1. Plan Information and Summary of Significant Accounting Policies
On May 2, 2003, the shareholders of The Pittston Company approved a
proposal to change the Company's name to The Brink's Company. The name
change became effective on May 5, 2003. Prior to May 5, 2003, The
Pittston Company traded on the New York Stock Exchange under the
symbol "PZB." Beginning on May 5, 2003, The Brink's Company trades on
the New York Stock Exchange under the symbol "BCO."
Also, effective May 5, 2003, The Savings-Investment Plan of The
Pittston Company and its Subsidiaries was amended to change the name
of the plan to The Brink's Company 401(k) Plan (the "Plan").
Description of Plan
-------------------
The Plan is a voluntary defined contribution plan sponsored by The
Brink's Company and participating subsidiaries (the "Company"). Prior
to July 1, 2001, employees of the Company who were not members of a
collective bargaining unit (unless the collective bargaining agreement
provides specifically for and the Administrative Committee has
approved participation) were eligible to participate after six months
of full time service in which they had at least 1,000 hours of service
or at least 1,000 hours of service in any twelve month period.
Effective July 1, 2001, eligible employees could participate after
thirty days of service. Notwithstanding employee participation in the
Plan after thirty days of service, participants must complete six
months of service before Company matching contributions commence. The
Plan is subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
The following is a general description of certain provisions of the
Plan. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
A participant may withdraw the following at any time without being
suspended from the Plan:
(a) All or a portion of Company matching contributions made prior to
January 1, 1985;
(b) All or a portion of after-tax contributions made prior to January
1, 1987; or
(c) Any rollover contributions.
Any withdrawals of vested Company matching contributions made after
January 1, 1985 require the employer to suspend making matching
contributions on behalf of the participant for a period of six months.
The Plan generally requires that pretax savings remain in the Plan
while the participant is actively employed. However, the Plan allows
two exceptions:
(a) If the participant is age 59 1/2 or older, he or she may withdraw
all or a portion of his or her pretax contributions, or
(b) If the participant has a "financial hardship" (as that term is
defined by Internal Revenue Service ("IRS") guidelines) it is
possible to withdraw all or a portion of his or her pretax
contributions in the Plan up to the amount needed to satisfy the
hardship, regardless of age.
The first exception results in a suspension of Company matching
contributions for a period of six months. A hardship withdrawal
results in a suspension of employee pretax contributions for twelve
months.
7
Vesting Policy
--------------
A participant is 100% vested in the market value of his or her pretax
contributions. Vesting in the Company matching contributions is based
on years of service. Effective January 1, 2002, the Plan was amended
and restated to reflect a revised vesting schedule for the Company
matching contributions. Vesting in the Company matching contributions
during 2002 and 2001 was based on years of service as follows:
2002 2001
----------------------------------------------------------
Less than 2 years None None
2 but less than 3 years 20% None
3 but less than 4 years 50% 50%
4 but less than 5 years 75% 75%
5 or more years 100% 100%
If a participant ends his or her employment with the Company and is
subsequently rehired, his or her prior service with the Company is
counted for vesting purposes. Once a participant reaches normal
retirement age, he or she is 100% vested in Company matching
contributions regardless of years of service.
Effective as of September 1, 2002, the Plan was amended to allow
participants to diversify their matching contributions in The Brink's
Company common stock to the extent of their vested balance.
Accordingly, on September 1, 2002, the vested portion of participants'
Company matching contributions remaining in The Brink's Company common
stock was reclassified to participant-directed accounts. Nonvested
participant balances in Company matching contributions continue to be
classified as nonparticipant-directed.
Forfeitures by the participants of the nonvested portion of their
account upon withdrawal from the Plan are used to reduce future
matching contributions of the Company to the Plan. Employer
contributions receivable are net of forfeitures of $31,000 and $62,000
at December 31, 2002 and 2001, respectively. Also, in 2002 and 2001,
employer contributions were reduced by $691,000 and $333,000,
respectively, from forfeited nonvested accounts.
Plan Termination
----------------
Although it has not expressed any intent to do so, the Company
reserves the right to amend, suspend, or discontinue the Plan in whole
or in part at any time by action of the Company's Board of Directors,
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
Basis of Presentation
---------------------
The accompanying financial statements have been prepared on the
accrual basis of accounting and present net assets available for
benefits and changes in those net assets available for benefits.
The fair value of common stock, mutual fund investments and common
trust fund investments is determined by using quoted market prices.
The contract value (contributions made plus interest accrued at the
contract rate less withdrawals and fees) of certain investments
approximates fair value. Participant notes receivable are valued at
cost, which approximates fair value. The cost of securities sold is
determined principally on the basis of average cost, at the time of
sale. Purchases and sales of securities are recorded on a trade-date
basis. Dividend income is recorded on the ex-dividend date, and
interest income is recorded on the accrual basis. Benefits are
recorded when paid.
Use of Estimates
----------------
In accordance with accounting principles generally accepted in the
United States of America, management of the Company has made a number
of estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities to
prepare these financial statements. Actual results could differ
materially from those estimates.
8
Risks and Uncertainties
-----------------------
The Plan provides for various investment options which invest in any
combination of equities, fixed income securities and investment
contracts. Investment securities are exposed to various risks, such as
interest rates, credit and overall market volatility. Due to the level
of risk associated with certain investment securities and the level of
uncertainty related to the changes in the value of investment
securities, it is reasonably possible that changes in risk could
materially affect participants' account balances and the amounts
reported.
2. Participant Notes Receivable
Participants can borrow, in exchange for a promissory note, up to the
lesser of $50,000 or 50% of their aggregate vested account balance in
the Plan, including rollovers, subject to certain maximum limits
designated by the IRS. Each note is secured by a pledge of the
participant account balance in the Plan to the extent of the unpaid
balance. Repayments are generally made through level monthly payroll
deductions. The term of a loan cannot exceed 5 years for general
purpose loans and 15 years for principal residence loans. The interest
rate charged on a participant notes receivable is one percentage point
above the prime rate as published in the Wall Street Journal. Interest
paid by the participant is credited to the participant's account.
3. Contributions
In 2002, each participant could designate a contribution of up to the
lesser of $11,000 or 20% of pretax earnings. In the first half of
2001, each participant could designate a contribution of up to the
lesser of $10,500 or 15% of pretax earnings. The 15% limit was
increased to 20% for the second half of 2001. Amounts contributed are
subject to limitations under IRS non-discrimination tests. For
purposes of determining Plan contributions, pretax earnings are
defined as regular pay including commissions and bonuses, but
excluding overtime, premium pay and allowances. Employee contributions
may be divided among investment funds, in multiples of 1%, based upon
the participant's election. Participants have the option to change
their contribution percentages during each pay period.
During 2002 and 2001, participant contributions to the Plan could be
invested in one of several investment funds managed by T. Rowe Price
Trust Company ("T. Rowe Price"). In addition, during 2002, two
additional funds not managed by T. Rowe Price were added to the Plan's
investment fund alternatives. Prior to September 2002, participant
contributions could be invested in The Brink's Company common stock.
After September 2002, no future participant contributions could be
directed into The Brink's Company common stock; however, existing
participant-directed balances in The Brink's Company common stock were
eligible to remain in The Brink's Company common stock.
Participant contributions up to 5% of pretax earnings were matched by
the Company at rates ranging from 50% to 100% in both 2002 and 2001.
Company matching contributions are in the form of The Brink's Company
common stock. Participants who were employees of the following wholly
owned subsidiaries of the Company were matched at the following rates
in 2002 and 2001:
Brink's, Incorporated 100%
Brink's Home Security 75%
BAX Global Inc. 75%
Air Transport International, LLC 50%
Pittston Coal Company 50%
Pittston Minerals Ventures 50%
Employees of Brink's Administrative Services and The Brink's Company
were matched at a rate of 100% in 2002 and 2001. In 2003, the Company
adjusted the rates at which contributions are matched. (See Note 10).
9
4. Distributions
Upon leaving the Company for any reason and after a formal
disbursement request is made by the participant, the full fair value
of an employee's contributions and related investment income and all
vested Company matching contributions and related investment income
will be distributed in cash, except payouts from The Brink's Company
stock fund which will be made in shares unless cash payment is
specifically requested. The value of any fractional shares will be
distributed in cash. The Plan requires that vested balances less than
$5,000 at the date of termination are to be distributed from the Plan.
If a participant's employment with the Company terminates and he or
she has a vested account balance of more than $5,000, he or she may
elect to leave all of his or her contributions and related investment
income and the vested portion of Company contributions and related
investment income in the Plan. Participants who retire on their normal
retirement date may elect to defer distribution until the later of age
70 1/2 or their retirement date.
5. Related Party Transactions
Certain Plan investments are shares of mutual funds, common trusts,
and investment contracts managed by T. Rowe Price, the Trustee.
Additionally, the Plan invests in shares of The Brink's Company common
stock. Such transactions are deemed to be party-in-interest
transactions of the Plan as are all participant notes receivable.
At December 31, 2002, the Plan held 3,048,299 shares of The Brink's
Company common stock valued at $56,332,570. During 2002, 615,790
shares of The Brink's Company common stock were purchased at a total
cost of $14,005,710 and 441,020 shares with a cost basis of $9,707,773
were sold for $10,092,918.
At December 31, 2001, the Plan held 2,873,529 shares of The Brink's
Company common stock valued at $63,504,981. During 2001, 589,802
shares of The Brink's Company common stock were purchased at a total
cost of $12,298,953 and 359,446 shares with a cost basis of $7,626,628
were sold for $7,529,375.
6. Federal Income Taxes
The Plan obtained its latest determination letter on March 24, 1998,
in which the Internal Revenue Service stated that the Plan, as
designed, was in compliance with Section 401(a) of the Internal
Revenue Code ("IRC") and accordingly, the Plan is exempt from income
tax under Section 501(a) of the IRC. The Plan has since been amended
and restated for the series of tax law changes and a new determination
letter request was submitted to the IRS on February 27, 2002. The
Company and the Plan's tax counsel believe the amended Plan continues
to comply in form and operation with current tax law and the
provisions of the plan document.
7. Investments
During 2002 and 2001, the Plan's investments (including investments
bought, sold and held during the year) appreciated (depreciated) in
value as follows:
Years Ended December 31
2002 2001
------------------------------------------------------------------------------------------
(In thousands)
Appreciation (depreciation) of investments at fair value
as determined by quoted market prices:
The Brink's Company common stock $ (11,094) 6,207
Mutual funds (15,154) (11,162)
Common trust funds (4,312) (1,193)
------------------------------------------------------------------------------------------
$ (30,560) (6,148)
==========================================================================================
In 2002 and 2001, participants had the option to invest in a stability
fund (the "fund") generally investing in money market funds, short-term
10
investments and benefit-responsive investment contracts, including
synthetic investment contracts, issued by banks, insurance companies
and other high-quality issuers. The fund seeks to maintain a constant
net asset value and, as a result, allows participants to withdraw all
or a portion of their investment at contract value. The investment
contracts held by the fund are nontransferable, but provide for these
benefit-responsive withdrawals by Plan participants at the contract
value. The fund is presented in the financial statements at contract
value, as reported to the Plan by the Trustee. Generally, contract
value approximates fair value. If an event occurs that may impair the
ability of the contract issuer to perform in accordance with the
contract terms, fair value may be less than contract value. The
investments in the fund may have fixed rates of interest for fixed
periods of time, or may have rates of interest that vary during the
contract period based on the contract issuer's investment experience
or on another formula applicable under the contract. The average yield
on investments held by the fund was approximately 5.6% and 6.2% at
December 31, 2002 and 2001, respectively. Maturities of the investment
contracts held by the fund ranged from 2003 to 2039 and from 2002 to
2039 at December 31, 2002 and 2001, respectively.
Investments at fair value or contract value which represent 5% or more
of the net assets available for benefits at December 31 are as follows:
December 31
2002 2001
-----------------------------------------------------------------------
(In thousands)
Investment:
The Brink's Company common stock (a) $ 56,333 63,505
T. Rowe Price Stable Value Common Trust Fund 57,262 54,726
T. Rowe Price Personal Strategy Balanced Fund 19,037 18,939
T. Rowe Price Equity Index Trust 15,393 19,342
T. Rowe Price Blue Chip Growth Fund 15,931 20,469
Notes receivable from participants 13,206 14,038
-----------------------------------------------------------------------
(a) Includes nonparticipant-directed investments in 2002 and 2001 of
$3,430 and $59,098, respectively.
8. Nonparticipant-Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed
investments is as follows:
December 31
2002 2001
-------------------------------------------------------------------------------------------------
(In thousands)
Net Assets:
The Brink's Company common stock $ 3,430 59,098
Employer contributions receivable to nonparticipant-
directed accounts 13 793
Accrued liabilities - (272)
-------------------------------------------------------------------------------------------------
$ 3,443 59,619
=================================================================================================
Years Ended December 31
2002 2001
-------------------------------------------------------------------------------------------------
(In thousands)
Changes in Net Assets:
Contributions to nonparticipant-directed accounts $ 6,880 9,732
Dividends 143 254
Net appreciation 4,324 5,761
Distributions to participants or beneficiaries (4,108) (4,577)
Transfers to participant-directed investments (a) (63,415) (627)
-------------------------------------------------------------------------------------------------
$ (56,176) 10,543
=================================================================================================
(a) Effective September 1, 2002, participants were allowed to
diversify their matching contributions in The Brink's Company
common stock to the extent of his or her vested balance.
Nonvested participant balances in The Brink's Company common
stock continue to be classified as nonparticipant-directed.
11
9. Reconciliation to Form 5500
The Form 5500 for the Plan reflects a reduction in net assets for
deemed distributions of certain participant loans in the statements of
net assets available for benefits as of December 31, 2002 and 2001,
respectively. The accompanying financial statements do not include the
reduction for deemed distributions as the participants to which deemed
distributions relate continue to retain their net assets within the
Plan. In addition, the Form 5500 for the Plan includes a liability for
benefits payable in the statement of net assets available for benefits
as of December 31, 2001. The accompanying financial statements do not
include such a liability as benefits are recorded when paid. At
December 31, 2002, there were no amounts processed and approved for
payment that had not been paid by December 31, 2002.
The following reconciles net assets available for benefits and
benefits paid to participants from the Form 5500 to the Plan financial
statements:
December 31
-----------------------------------------------------------------------
2002 2001
-----------------------------------------------------------------------
(In thousands)
Net assets available for benefits
per the Form 5500 $217,228 227,798
Cumulative deemed distributions 109 137
Benefits payable to participants at end of year - 4,334
------------------------------------------------------------------------
Net assets available for benefits
per the Statements of Net Assets
Available for Benefits $217,337 232,269
========================================================================
Years Ended December 31
2002 2001
------------------------------------------------------------------------
(In thousands)
Distributions to participants per the
Form 5500 $18,795 20,264
Changes in the amount of deemed distributions 28 (4)
Benefits payable to participants at
beginning of year 4,334 2,831
Benefits payable to participants at
end of year - (4,334)
------------------------------------------------------------------------
Distributions paid to participants per the
Statements of Changes in Net Assets
Available for Benefits $23,157 18,757
========================================================================
10. Plan Amendments
Effective June 1, 2003, the Plan was amended and restated with respect
to the rates at which the Company would match participant
contributions. Effective as of the first payroll on or after June 1,
2003, all participant contributions up to 5% of pretax earnings will
be matched at a rate of 75%.
12
Schedule 1
THE BRINK'S COMPANY 401(k) PLAN
Schedule H, Line 4i, Schedule of Assets (Held at End of Year)
December 31, 2002
(In thousands, except share amounts)
Cost
Identity of Issue, Borrower, Description of Investment Including Maturity Date, (nonparticipant Current
Lessor or Similar Party Rate of Interest, Collateral, Par or Maturity Value directed only) Value
------------------------------------------------------------------------------------------------------------------------------------
The Brink's Company* 185,631 shares nonparticipant directed The Brink's Company common stock;
$1 par value $ 4,029 3,430
The Brink's Company* 2,862,668 shares of participant directed The Brink's Company common stock;
$1 par value 52,903
ING Investments, LLC 321,225 shares in the ING International Value Fund 3,306
Lord Abbett 12,865 shares in Lord Abbett Mid Cap Value Fund 198
T. Rowe Price* 57,261,737 shares in the Stable Value Common Trust Fund 57,262
T. Rowe Price* 254,836 shares in the Spectrum Income Fund 2,742
T. Rowe Price* 331,387 shares in the Equity Income Fund 6,558
T. Rowe Price* 640,850 shares in the Equity Index Trust 15,393
T. Rowe Price* 289,765 shares in the Small Cap Value Fund 6,357
T. Rowe Price* 424,492 shares in the New Horizons Fund 7,051
T. Rowe Price* 230,493 shares in the Personal Strategy Income Fund 2,766
T. Rowe Price* 1,402,872 shares in the Personal Strategy Balanced Fund 19,037
T. Rowe Price* 332,808 shares in the Personal Strategy Growth Fund 5,035
T. Rowe Price* 228,247 shares in the Science & Technology Fund 2,837
T. Rowe Price* 42,025 shares in the Mid-Cap Growth Fund 1,304
T. Rowe Price* 725,772 shares in the Blue Chip Growth Fund 15,931
Notes receivable Participant notes receivable at interest
from participants* rates ranging from 5.25% to 10.93%,
maturities not to exceed 5 years for
general purpose and
15 years for principal residence 13,206
------------------------------------------------------------------------------------------------------------------------------------
$ 215,316
====================================================================================================================================
The cost of participant-directed investments is not required.
*Indicates a party-in-interest investment.
See accompanying independent auditors' report.
13
Schedule 2
THE BRINK'S COMPANY 401(k) PLAN
Schedule H, Line 4j, Schedule of Reportable Transactions
For the Year Ended December 31, 2002
(In thousands, except number of purchase and sale amounts)
Description of asset Current value
Identity of (include interest rate and Purchase Selling Lease Expense incurred Cost of of asset on Net gain
party involved maturity n case of a loan) Price Price Rental with Transaction Asset Transaction Date or (loss)
------------------------------------------------------------------------------------------------------------------------------------
The Brink's Company The Brink's Company
common stock
29 purchases 7,843 N/A N/A N/A 7,843 7,843 N/A
The Brink's Company The Brink's Company
common stock
224 sales N/A 4,855 N/A N/A 5,240 4,855 385
===================================================================================================================================
Transactions under an individual account plan that a participant or beneficiary
directed with respect to assets allocated to his or her account are not treated
for purposes of line 4j as reportable transactions. Transactions listed
represent a series of transactions in a security of the same issue in excess of
5% of the plan market value as of December 31, 2001. See accompanying
independent auditors' report.
14
Exhibit Index
-------------
Exhibit Number Description
-------------- -----------
23 Consent of KPMG LLP
99 Certification pursuant to 18 U.S.C. Section 1350; as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
The Brink's Company 401(k) Plan
(Name of Plan)
/s/ Frank T. Lennon
---------------------------------
(Frank T. Lennon
Vice President-Human Resources and
Administration of The Brink's Company)
Date: June 27, 2003
15