Management’s Discussion and Analysis

Forward-Looking Information

This release contains both historical and forward-looking information. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and similar expressions may identify forward-looking information. Forward-looking information in this document includes, but is not limited to, statements regarding the expectation of significant ongoing expenses and cash outflows related to former coal operations, the recordation of future gains and impairment charges, the creation of further valuation allowances and the reversal of valuation allowances, the anticipated effective tax rate for 2005 and beyond, Brink’s ability to generate profit margins above 7% annually, consolidation of the industry within which Brink’s operates, variances in Brink’s performance from period to period, expected increases in expenses related to safety and security in 2005, the outcome of the investigation into the non-payment of customs duties and value-added tax by a non-U.S. subsidiary of Brink’s, Incorporated, changes in the disconnect rate at BHS, BHS’ expansion into the commercial sector and the costs related to the expansion, the impact that the refusal of police departments to respond to calls from alarm companies without visual verification could have on BHS’ results of operations, anticipated changes in the estimated assets and liabilities related to Legacy liabilities, increases in pension and health care expense, expected tax receivables from Virginia, projected expenses related to legacy liabilities of former coal operations, expected coal-related tax benefits, the expectation that the Company will realize the benefit of net deferred tax assets, the estimated payout period for annual Combined Fund premiums, the timing of and liability for withdrawal from coal-related multi-employer pension plans, changes in payment requirements for unassigned beneficiaries under the Health Benefit Act and increases of the Company’s obligations under the Health Benefit Act for this and other reasons, the recognition of tax benefits upon the favorable resolution of a tax contingency, the expected recognition of a gain in 2005 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, capital expenditures and aircraft heavy maintenance expenditures in 2005, expected utilization of additional debt and increased sales of receivables, estimated contractual obligations for the next five 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, the impact of exchange rates, 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, the use of the Letter of Credit Facility to replace surety bonds and other letters of credit, the replacement of the BAX Global receivables program, future contributions to and use of the VEBA, and expected investment returns on funds contributed to 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, projected payments and expense for the primary U.S. pension plan and its expected long-term rate of return, possible pension plan contributions, the effectiveness of the Company’s hedges, possible impairments of BAX Global’s goodwill, estimates of future reconnection experience at BHS and the impact of any change in estimates on BHS’ impairment charges, estimated discount rates and expected returns on assets related to legacy liabilities, the Company’s salary increase assumption, changes in the assumed level of inflation for a number of the Company’s benefit plans, the impact of the repatriation provision of the American Jobs Creation Act of 2004 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.

These 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, performance of the investments made by the multi-employer plans, estimates made by the multi-employer plans, the number of participants in the multi-employer plans and the cost to administer the plans, comparisons of hours worked by covered coal employees over the last five years versus industry averages, black lung claims incidence, the number of dependents of mine workers for whom benefits are provided, actual medical and legal expenses related to benefits, increases in the Company’s shares of the unassigned obligations under the Health Benefit Act, the funding and benefit levels of multi-employer plans and pension plans, changes in inflation rates (including medical inflation) 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 competitors to provide safe and reliable service at a lesser cost, Brink’s ability to cost effectively match customer demand with appropriate resources, Brink’s loss experience, changes in insurance costs, the evaluation of remedial alternatives and the input of governmental authorities regarding the non-payment of customs duties and value-added tax, 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 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 and the availability of such capital, significant changes in the utilization of leased or owned aircraft, 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, Virginia tax receivables and the repatriation provision of the American Jobs Creation Act of 2004, discovery of new facts relating to civil suits, the addition of claims or changes in relief 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 financial performance of the Company, overall economic and business conditions, foreign currency exchange rates, changes in assumptions underlying the Company’s critical accounting policies, as more fully described in the section “Application of Critical Accounting Policies” but including, discount rates, expectations of future performance, the timing of deductibility of expenses, estimated reconnection experience at BHS, anticipated return on assets projections regarding the number of participants in and beneficiaries of the Company’s employee and retiree benefit plans, and the promulgation and adoption of new accounting standards and interpretations, including SFAS 123R and Financial Accounting Standards Board (“FASB”) Staff Position 109-2, mandatory or voluntary pension plan contributions, 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.