2005 Financial Review

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Investing Activities

Continuing Operations

Cash used for investing activities by continuing operations increased by $149.0 million in 2005 compared to 2004 primarily due to higher cash outflows of $76.8 million for capital expenditures and $38.4 million for acquisitions. Cash from investing activities in 2004 included $23.6 million of higher net proceeds from the disposition of assets compared to 2005.

Capital Expenditures

Capital expenditures for 2005 were $76.8 million higher than 2004. The increase includes $14.0 million spent to purchase the BHS headquarters and monitoring facility and two Brink’s branch facilities in the U.S. that were previously leased. In addition, 2005 capital expenditures includes $7.4 million for the development of BHS’ new Knoxville monitoring facility and $7.0 million for the construction of a Brink’s branch facility. Also contributing to the increase in capital expenditures is the growth in subscriber installations at BHS, increased information technology spending and higher expenditures for vehicles at Brink’s.

Higher capital expenditures at BHS in 2004 as compared to 2003 were primarily due to an increase in subscriber installations.

Capital expenditures in 2006 are currently expected to range from $270 million to $280 million. Expected capital expenditures for 2006 reflect an increase in customer installations at BHS and information technology spending at Brink’s.

Proceeds from Disposition of Assets and Investments

Cash flows from investing activities included cash proceeds of $5.0 million in 2005 and $28.6 million in 2004 from the sale of natural resource businesses. Cash flows from investing activities in 2003 included cash proceeds of $119.4 million from the sale of natural resource businesses and equity interests and the realization of $26.0 million of cash related to the monetization of notes receivable from the 2002 sale of the Company’s former Virginia coal operations.

VEBA

The Company made contributions of $82 million to its VEBA in 2003, which, as noted above, were classified as an investing activity. The Company classified $50 million of contributions in 2004 as an operating activity. No contributions were made to the VEBA in 2005 but the Company contributed $225 million in January 2006 using proceeds from the sale of BAX Global.

Acquisitions

As previously described, Brink’s has made a number of acquisitions in the last three years including several operations in Europe for $53.2 million in 2005 and $22.0 million in the prior two years.

Discontinued Operations

Cash used for investing activities increased by $23.7 million in 2005 from 2004 primarily as a result of higher capital expenditures at BAX Global.