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Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Account Policies Note 2 – Segment Information Note 3 – Earnings Per Share Note 4 – Employee and Retiree Benefits Note 5 – Investments held by VEBA Trust Note 6 – Former Natural Resource Operations Note 7 – Costs Associated With Exit Activities Note 8 – Property and Equipment Note 9 – Impairment of Long-Lived Assets Note 10 – Other Assets Note 11 – Accrued Liabilities Note 12 – Other Liabilities Note 13 – Long-Term Debt Note 14 – Accounts Receivable and Asset Securitization Note 15 – Operating Leases Note 16 – Share-Based Compensation Plans Note 17 – Capital Stock Note 18 – Income Taxes Note 19 – Supplemental Cash Flow Information Note 20 – Other Operating Income, Net Note 21 – Other Nonoperating Income (Expense), Net Note 22 – Risk Management Note 23 – Other Commitments and Contingencies Note 24 – Selected Quarterly Financial Data (unaudited)

Note 15 – Operating Leases

The Company leases facilities, vehicles, computers and other equipment under long-term operating and capital leases with varying terms. Most of the operating leases contain renewal and/or purchase options. The Company expects that in the normal course of business, the majority of operating leases will be renewed or replaced by other leases.

As of December 31, 2004, future minimum lease payments under noncancellable operating leases with initial or remaining lease terms in excess of one year are included below.

(In millions)		Facilities	Vehicles	Other	Total
2005	$	95.2	29.5	6.2	130.9
2006		74.1	22.3	4.2	100.6
2007		60.9	15.2	2.8	78.9
2008		47.4	9.8	1.9	59.1
2009		36.0	6.1	1.6	43.7
Later years		131.0	7.0	1.3	139.3
	$	444.6	89.9	18.0	552.5

The table above includes lease payments for the initial accounting lease term and all renewal periods for most vehicles used in Brink’s and BHS’ operations. If the Company were to not renew these leases, it would be subject to a residual value guarantee. The Company’s maximum residual value guarantee was $54.4 million at December 31, 2004. If the Company continues to renew the leases and pays all of the lease payments for the vehicles that have been included in the above table (which aggregate lease payments decline over eight years), this residual value guarantee will reduce to zero at the end of the final renewal period.

The Company leases BHS’s headquarters and monitoring facility and two Brink’s branch facilities in the U.S. which have the option to either renew the lease, purchase the asset at a predetermined price, or pay a guaranteed residual value. At December 31, 2004, the maximum guaranteed residuals on these leases totaled $12.3 million. The Company has committed to purchase the BHS facility and one of the Brink’s branches in early 2005 for $12.6 million. The residual value guarantee on the remaining lease was $1.3 million. In addition, the Company has $4.9 million of maximum guaranteed residuals on another operating lease.

At December 31, 2004, the Company had thirteen DC-8 aircraft under one-year lease agreements used primarily in BAX Global’s American transportation network. The lease agreements expire in 2005 with operating lease payments aggregating $12.7 million. In addition, in early 2005, the Company entered into agreements for eleven 727 aircraft to be used in the network under aircraft, crew, maintenance and insurance agreements. These agreements expire in 2005 with minimum 2005 payments aggregating $33.1 million.

Net rent expense amounted to $159.1 million in 2004, $152.0 million in 2003 and $149.0 million in 2002. Sublease rental income for all years presented was not significant.