2005 Financial Review

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

RESULTS OF OPERATIONS

Nonoperating Income and Expense

Interest Expense

Interest expense in 2005 was lower than 2004 as a result of repaying a portion of the Senior notes and because of lower interest accruals for contingent income tax matters. In addition, interest expense in 2004 included $0.7 million interest expense related to value-added tax matters as discussed in note 22 to the consolidated financial statements. Interest expense was lower in 2004 compared to 2003 primarily due to lower average borrowings and interest rates.

Interest and Other Income, Net

Interest income declined in 2004 from 2003 primarily as a result of the Company’s decision to restrict the VEBA in early 2004. After the restriction, investment income from the VEBA that was recorded in interest and other income in 2003 was treated as an offset to postretirement medical benefit expense, which is a component of operating income.

Dividend income in 2005 was higher than 2004 primarily due to $4.1 million of dividends collected in 2005 from a real estate investment. Dividend income related to this investment is projected to be up to $9 million in 2006.

Upon the restriction of the VEBA to pay benefits under the postretirement medical plans of the Company, unrealized gains of $4.4 million were recorded as income in 2004.

Minority Interest

The increase in minority interest in the last two years is primarily due to increases in the earnings of the Company’s Venezuelan and Colombian subsidiaries of Brink’s.