Management’s Discussion and Analysis

Operations Results of Operations Liquidity and Capital Resources Market Risk Exposures Application of Critical Accounting Pronouncements Recent Accounting Pronouncements Forward-Looking Information

Forward-Looking Information

Certain of the matters discussed herein, including statements regarding the expectation of significant ongoing expenses and cash outflows related to former coal operations, operational efficiencies, economic condition and the movement of certain coal-related expenses to continuing operations being indicators of future performance, the recordation of future gains and impairment charges, the reversal of valuation reserves, the anticipated decline of expenses and payments related to the former coal business, increases in pension and health care expense, the benefits to Brink’s European operating results in the first half of 2004 of management changes and workforce reductions, the impact of the national “Do Not Call” list on BHS, the impact that the refusal of police departments to respond to calls from alarm companies without visual verification would have on BHS’ results of operations, the duration of the shift from expedited to deferred delivery, possible increases in the absolute weight of expedited freight in an improving economy, the continuing effects of the weak European economy on BAX Global’s performance, expected tax receivables from Virginia, projected payments and expenses related to legacy liabilities of former coal operations, expected coal-related tax benefits, the estimated payout period for annual Combined Fund premiums, the timing of and liability for withdrawal from coal-related multi-employer pension plans, the classification of expenses related to the former natural resources businesses in 2004 and beyond, the expectation that the Company will recognize additional pre-tax gains in discontinued operations in the first and second quarters of 2004, the expected recognition of a gain in 2004 as reclamation related liabilities are transferred to the buyer of the West Virginia coal properties, expected costs associated with compliance with Section 404 of the Sarbanes-Oxley Act of 2002, the possibility that Venezuela may be considered highly inflationary again, the impact of the disposal of the coal business on the volatility of cash flow, expected payments in 2004 related to the transfer of the timber business, capital expenditures in 2004, the completion of IT projects at BAX Global, expenditures for aircraft heavy maintenance in 2004, estimated contractual obligations for the next five and later years, the adequacy of sources of liquidity to meet the Company’s near term requirements, the use of earnings from foreign subsidiaries and equity affiliates, possible pension plan funding, the replacement of some of the Company’s surety bonds due to the assumption of various reclamation obligations by purchasers of the Company’s former coal operations, the ability of the Company to provide letters of credit or other collateral to replace any surety bonds that are not renewed in the future, future contributions to and use of the VEBA, the amount and timing of additional FBLET refunds, if any, the outcome of pending litigation, estimated remaining clean-up, operational and maintenance costs for the Tankport matter, estimates for coal-related contingent liabilities, the likelihood of losses due to non-performance by parties to hedging instruments, the expectation that the Company will realize the benefit of net deferred tax assets, improvements in the results, operating performance and cash outflows of BAX Global as global economies strengthen and the demand for expedited freight grows and the possible impairment of goodwill if BAX Global’s projections are incorrect, expected increase in the pension plan investment credit, the Company’s salary increase assumption, changes in the assumed level of inflation for a number of the Company’s benefit plans and the impact of recent changes in law on the Company’s liabilities, involve forward-looking information which is subject to known and unknown risks, uncertainties, and contingencies which could cause actual results, performance or achievements, to differ materially from those which are anticipated.

Such risks, uncertainties and contingencies, many of which are beyond the control of the Company, include, but are not limited to, the timing of the pass-through of costs by third parties and governmental authorities relating to the disposal of the coal assets, retirement decisions by mine workers, black lung claims incidence, the number of dependents of mine workers for whom benefits are provided, actual medical and legal expenses related to benefits, the funding and benefit levels of multi-employer plans and pension plans, changes in inflation rates and interest rates, acquisitions and dispositions made by the Company in the future, the completion and processing of permit replacement documentation and the ability of the purchasers of coal assets to post the required bonds, the return to profitability of operations in jurisdictions where the Company has recorded valuation adjustments, the ability of Brink’s management to effectively address economic and other pressures in Europe, costs associated with Brink’s workforce reductions, the number of participants on the “Do Not Call” list, BHS’ ability to market through channels other than outbound telemarketing, the ability of the home security industry to dissuade law enforcement and municipalities from refusing to respond to alarms, the willingness of BHS’ customers to pay for private response personnel or other alternatives to police responses to alarms, the ability of businesses to satisfy their obligations through the use of deferred delivery, BAX Global’s ability to manage costs, the release of the remaining escrowed timber purchase price, the amount of work performed by third parties in connection with the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002, the demand for capital by the Company in the U.S. and the availability of such capital, significant changes in the utilization of leased or owned aircraft, the unanticipated need for significant liquidity, the ability and willingness of the Company’s lenders to provide liquidity, the cash, debt, and tax position and growth needs of the Company, the funding of and accounting for the VEBA, positions taken by governmental authorities with respect to claims for FBLET refunds and Virginia tax receivables, discovery of new facts relating to civil suits, the addition of claims or changes in damages sought by adverse parties, changes in the scope or method of remediation or monitoring of the Tankport property, the nature of the Company’s hedging relationships, the deferral of air freight in the U.S., the financial performance of the Company, overall economic and business conditions, foreign currency exchange rates, the impact of continuing initiatives to control costs and increase profitability, pricing and other competitive industry factors, fuel prices, new government regulations, legislative initiatives, judicial decisions, variations in costs or expenses and the ability of counterparties to perform.

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