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Management’s Discussion and Analysis

	Operations Results of Operations Liquidity and Capital Resources Market Risk Exposures Application of Critical Accounting Policies Recent Accounting Pronouncements Foreward-looking Information
	Overview of Results Consolidated Review Brink’s, Incorporated Brink’s Home Security BAX Global Corporate Expense – The Brink’s Company Retained Liabilities and Assets of Former Natural Resource Operations Other operating income, net Nonoperating Income and Expense Income Taxes Foreign Operations

Results of Operations

Nonoperating Income and Expense

Interest Income

Interest earned in the VEBA was only included in Interest Income in 2003. Interest income declined from 2003 to 2004 primarily as a result of the Company’s decision to restrict the VEBA to only pay certain expenses in early 2004. Because of this, investment income of the VEBA is now treated as an offset to postretirement medical benefit expense. Interest income increased in 2003 as compared to 2002 primarily due to the interest earned on the VEBA’s investments, as well as interest income on receivables related to the former coal operations. Interest earned in the VEBA was classified within discontinued operations in 2002.

Interest Expense

		Years Ended December 31,				% change
(In millions)		2004	2003	2002		2004	2003
Interest expense	$	22.9	25.4	23.0		(10)	10

Interest expense was lower in 2004 compared to 2003 primarily due to lower average borrowings and interest rates.

Interest expense increased in 2003 as compared to 2002 primarily due to the inclusion of interest expense related to Dominion Terminal Associates (“DTA”) in the 2003 period. In conjunction with the disposal of its coal operations, the Company transferred its interest in the operations of DTA, a coal terminal in Newport News, Virginia, but retained contingent obligations of bond-related debt. Since the Company no longer has an interest in DTA, its related $43.2 million guarantee of the underlying debt was reclassified to long-term debt from noncurrent liabilities at December 31, 2002. In prior periods, the cost associated with the bonds was included in discontinued operations. In addition, 2003 interest expense was higher due to the accretion of interest related to former coal operations’ retained leases and advance minimum royalty agreements, partially offset by a decrease in U.S. borrowings and lower interest rates.

Stabilization Act Compensation

		Years Ended December 31,				% change
(In millions)		2004	2003	2002		2004	2003
Stabilization Act compensation	$	-	-	5.9		NM	NM

Stabilization Act compensation of $5.9 million in 2002 represents amounts received by the Company from the U.S. Government pursuant to the Air Transportation Safety and System Stabilization Act.

Other Income (Expense), Net

		Years Ended December 31,				% change
(In millions)		2004	2003	2002		2004	2003
Gain (loss) on sale of marketable securities	$	4.3	(0.2)	0.8		NM	NM
Discounts and other fees of accounts receivable securitization program		(1.7)	(1.7)	(1.6)		-	6
Gain on monetization of coal royalty agreement		-	2.6	-		(100)	NM
Other, net		0.2	1.6	(4.4)		(88)	NM
Total	$	2.8	2.3	(5.2)		22	NM

Upon the assignment of the VEBA to pay benefits under the postretirement medical plans of the Company, unrealized gains of over $4 million were recorded as income in 2004.

Minority Interest

		Years Ended December 31,				% change
(In millions)		2004	2003	2002		2004	2003
Minority Interest	$	12.9	9.0	3.3		43	173

Changes in minority interest in the last three years are primarily due to variations in the earnings of the Company’s partially owned Venezuelan subsidiary of Brink’s. The Venezuelan subsidiary incurred losses in 2002, and returned to strong profitability in 2003 and 2004.

Share-Based Compensation

The Company maintains a stock option plan and an employee stock purchase plan to provide incentives for its employees and to encourage employees to own stock in order to enhance the link between their interests and those of its non-employee shareholders.

The Company believes that SFAS No. 123R, “Share-Based Payment,” will require the recording of expenses under both plans beginning in the third quarter of 2005. Based on current estimates, the Company believes that it will record after-tax expense of approximately $2 million in the last half of 2005. Such expense could be roughly double in 2006.

The Company may amend or terminate its plans. If so, the above estimate could change.