SEC Filing - Brink's Company

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 1-9148 THE BRINK'S COMPANY (Exact name of registrant as specified in its charter) Virginia 54-1317776 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) P.O. Box 18100, 1801 Bayberry Court Richmond, Virginia 23226-8100 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (804) 289-9600 Securities registered pursuant to Section 12(b) of the Act: Name of exchange on Title of each class which registered ------------------- ---------------- The Brink's Company Common Stock, Par Value $1 New York Stock Exchange Rights to Purchase Series A Participating Cumulative Preferred Stock New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] As of March 1, 2005, there were issued and outstanding 56,734,041 shares of common stock. The aggregate market value of shares of common stock held by nonaffiliates, as of June 30, 2004, was $1,843,510,908. Documents incorporated by reference: Part I, Part II and Part IV incorporate information by reference from the Annual Report of the Company for the year ended December 31, 2004. Part III incorporates information by reference from portions of the Registrant's definitive 2005 Proxy Statement to be filed pursuant to Regulation 14A.

PART I - -------------------------------------------------------------------------------- ITEMS 1 AND 2. BUSINESS AND PROPERTIES - -------------------------------------------------------------------------------- The Brink's Company The Brink's Company ("the Company"), a Virginia corporation incorporated in 1930, has three operating segments within its "Business and Security Services" businesses: Brink's, Incorporated ("Brink's"); Brink's Home Security, Inc. ("BHS"); and BAX Global Inc. ("BAX Global"). The Company formerly had operations in natural resource businesses: coal, natural gas, timber and gold. These businesses have been sold. However, the Company has retained significant liabilities from these Former Operations. Financial information related to the Company's operating segments is included in Note 2 to the consolidated financial statements in the Company's 2004 Annual Report, which note is herein incorporated by reference. The Company has approximately 54,000 employees including approximately 38,900 at Brink's, 3,000 at BHS and 12,000 at BAX Global. A significant portion of the Company's business is conducted outside the United States. Because the financial results of the Company are reported in U.S. dollars, they are affected by changes in the value of the various foreign currencies in relation to the U.S. dollar. The Company, from time to time, uses foreign currency forward contracts to hedge certain transactional risks associated with foreign currencies. The Company is also subject to other risks customarily associated with doing business in foreign countries, including labor and economic conditions, political instability, controls on repatriation of earnings and capital, nationalization, expropriation and other forms of restrictive action by local governments. The future effects of such risks on the Company cannot be predicted. Available Information and Corporate Governance Documents The Brink's Company's internet address is www.brinkscompany.com. The Company makes available, free of charge, through its website, its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such information with or furnishes it to the Securities and Exchange Commission. In addition, the Corporate Governance Policies, Business Code of Ethics and the charters of the Audit and Ethics, Compensation and Benefits, and Corporate Governance and Nominating Committees are available on the Company's website and are available in print, without charge, to any shareholder upon request by contacting the Corporate Secretary at 1801 Bayberry Court, P. O. Box 18100, Richmond, Virginia 23226-8100. BUSINESS AND SECURITY SERVICES Brink's, Incorporated ("Brink's") General Brink's is the oldest and largest armored car Company in the U.S. as well as a market leader in many of the countries in which it operates. Brink's has operations throughout the world with 38% of its 2004 revenues from its operations in North America. Brink's in North America serves customers through 160 branches in the U.S. and 45 branches in Canada. Brink's operations outside North America are located in approximately 50 countries, with concentrations in Europe (43% of Brink's 2004 revenues) and South America (16% of Brink's 2004 revenues.) In addition, Brink's has growing operations in the Asia-Pacific region of the world that accounted for 3% of its 2004 revenues. Brink's largest operations outside North America, in terms of 2004 revenues, were located in France, Venezuela, the Netherlands, Brazil, Germany, the United Kingdom and Colombia. These operations accounted for 79% of 2004 revenues outside of North America. Brink's ownership interest in subsidiaries and affiliated companies ranged from 20% to 100% at December 31, 2004. In some instances local laws limit the extent of Brink's ownership interest. 2

Customers Brink's customers include: o banks; o retail and other commercial businesses; o investment banking and brokerage firms; and o government agencies, such as a country's central bank. Services The major services offered by Brink's include: o armored car transportation; o automated teller machine ("ATM") servicing; o currency and deposit processing, including "Cash Logistics" services; and the deploying and servicing of safes and safe control devices, including its patented CompuSafe(R) service, o coin sorting and wrapping; and o arranging the secure air transportation of valuables ("Global Services"). Brink's armored car transportation services generally include secure transportation of: o cash between businesses and banks; o cash, securities and other negotiable items and valuables between commercial banks, central banks (such as the U.S. Federal Reserve Banks and their branches and correspondents) and brokerage firms; o new currency, coins and precious metals for a number of central banks throughout the world; o canceled checks between banks or between a clearing house and its member banks in certain geographic areas. Brink's provides coin and currency processing (including "Cash Logistics") services primarily to banks and retail customers. Cash Logistics is a fully integrated solution that proactively manages the entire cycle of cash from point-of-sale through deposit at the bank. The process includes transportation, cashier balancing and reporting, deposit processing and consolidation, and electronic information exchange. Retail customers use Brink's Cash Logistics services to count and reconcile coins and currency in Brink's secure environment, to prepare bank deposit information and to replenish retail locations' coins and currency in proper denominations. Through its proprietary cash processing and information systems, Brink's offers customers the ability to integrate a full range of vault, ATM, transportation, storage, processing, inventory management and reporting services. Brink's believes that its cash processing and information systems differentiate its Cash Logistics services from its competitors. Brink's CompuSafe(R) services provide retail customers with a proprietary integrated system for safeguarding and managing cash. Brink's markets its CompuSafe(R) services to a variety of cash-intensive retail customers, such as convenience stores, gas stations and restaurants. The service includes installing a specialized safe in the retail establishment that holds safeguarded cassettes. The customer's employees deposit currency into the cassettes. The cassettes can only be removed by Brink's armored car personnel. The cassettes are then taken to a secure currency room where the contents are verified and transferred for deposit. Deposit detail can then be electronically reported to the customer. For transporting money and other valuables over long distances, Brink's Global Services offers a combined armored car and secure air transportation service between many cities around the world. Brink's uses regularly scheduled or chartered aircraft in connection with its air courier services. Included in Global Services is a specialized diamond and jewelry secure transportation operation, with offices in the major diamond and jewelry centers of the world. Brink's provides individualized services under separate contracts designed to meet the distinct transportation, security and logistics requirements of its customers. These contracts are usually for an initial term of at least one year but continue in effect thereafter until canceled by either party. 3

Competition Brink's competes with a number of large multinational companies and with many smaller companies throughout the world. Primary factors in attracting and retaining customers are security, the quality of services provided and the price for services. Brink's believes its competitive advantages include: o brand name recognition; o reputation for a high level of service and security; o proprietary cash processing and information systems; o high-quality insurance coverage and general financial strength; and o ability to serve multiple markets for the same customer in many of the countries in which Brink's has operations. Brink's believes its cost structure is generally competitive, although Brink's believes certain competitors may have lower costs as a result of lower wage and benefit levels for employees or as a result of different security and service standards. Brink's growth in revenues from financial institutions and retail businesses is partially dependent on the growth in the economy and the relative positioning of customers within their industries. Competitive conditions often cause customers and potential customers to focus on the cost of all services including armored car services. Because Brink's management believes that the high level of service and security provided differentiates Brink's from its competitors, Brink's resists competing on price alone. The availability of quality and reliable insurance coverage is an important factor in the ability of Brink's to obtain and retain customers and to manage the risks of its business. Brink's purchases insurance coverage for losses in excess of what it considers prudent deductibles and/or retentions. For losses below deductible or retention levels, Brink's is self-insured. Brink's insurance policies cover losses from most causes, with the exception of war, nuclear risk and certain other exclusions typical for such policies. Brink's generally does not offer its customers protection from losses arising from excluded clauses. Insurance is provided by different groups of underwriters at negotiated rates and terms. Insurance is available to Brink's in major markets although the premiums charged are subject to fluctuations depending on market conditions. The loss experience of Brink's and, to a limited extent, other armored carriers affects premium rates charged to Brink's. Service Mark, Patents and Copyrights BRINKS is a registered service mark in the U.S. and certain foreign countries. The BRINKS mark, name and related marks are of material significance to Brink's business. Brink's owns patents with respect to certain coin sorting and counting machines, which expire in 2007 and 2008, respectively. Brink's has patents associated with its integrated CompuSafe(R) service, that expire in 2015 through 2018. The patents for the CompuSafe(R) device and sorting and counting machines provide important advantages to Brink's. However, Brink's operations are not dependent on the existence of the aforementioned patents. The Company has entered into certain agreements to license the Brink's and the Brink's Home Security name. Examples include licenses to distributors of security products (padlocks, home safes, door and window hardware, etc.) offered for sale to consumers through major retail chains. Government Regulation The U.S. operations of Brink's are subject to regulation by the U.S. Department of Transportation with respect to safety of operations and equipment and financial responsibility. Intrastate operations in the U.S. and intraprovince operations in Canada are subject to regulation by state and by Canadian and provincial regulatory authorities, respectively. Brink's International operations are regulated to varying degrees by the countries in which they operate. Employee Relations At December 31, 2004, Brink's and its subsidiaries had approximately 38,900 employees, including 10,600 employees in North America, (of whom 2,000 were classified as part-time employees) and 28,300 employees outside North America. At December 31, 2004, Brink's was a party to 13 collective bargaining agreements in North America with various local unions covering approximately 1,600 employees, almost all of whom are employees in Canada and members of unions affiliated with the International Brotherhood of Teamsters. Three agreements will expire in 2005 and they are expected to be renegotiated. The remaining agreements have various expiration dates after 2005 and extending through 2009. Outside of North America, the branch workforce are members of labor or employee organizations in the majority of the countries of operation. Brink's believes that its employee relations are satisfactory. 4

Properties Brink's has property and equipment in locations throughout the world. Branch facilities generally have office space, a vault to securely store valuables, and a garage to house armored vehicles and to serve as vehicle terminals. Many times, branches have additional space to repair and maintain vehicles. Brink's owns or leases armored vehicles, panel trucks and other vehicles that are primarily service vehicles. Brink's armored vehicles are of bullet-resistant construction and are specially designed and equipped to afford security for crew and cargo. The following table discloses leased and owned facilities and vehicles for Brink's most significant operations as of December 31, 2004. Facilities Vehicles - -------------------------------------------------------------------------------- Country Leased Owned Total Leased Owned Total - -------------------------------------------------------------------------------- U.S 162 21 183 1,692 581 2,273 Canada 40 9 49 337 128 465 Europe 172 21 193 727 1,829 2,556 South America 173 42 215 101 2,315 2,416 Asia Pacific 30 - 30 1 131 132 - -------------------------------------------------------------------------------- Total 577 93 670 2,858 4,984 7,842 ================================================================================ Of the leased facilities in North America, 149 facilities are held under long-term leases. The remaining 53 facilities are held under short-term leases or month-to-month tenancies. Approximately 4,600 Brink's-owned CompuSafe(R) devices are located on customers' premises in North America. Brink's Home Security ("BHS") General BHS believes that it is the second largest provider of monitored security services for residential and commercial properties in North America. BHS is primarily engaged in the business of marketing, selling, installing, servicing and monitoring electronic security systems in owner-occupied, single-family residences. At December 31, 2004, BHS had approximately 921,000 systems under monitoring contracts, including approximately 146,000 new subscribers added during the year. BHS provides services to subscribers located in most metropolitan areas in 44 states, the District of Columbia and several markets in two western provinces in Canada. BHS' typical security system installation consists of sensors and other devices which are installed at a customer's home or commercial location. The equipment can be configured to signal intrusion, fire, medical and other alerts. When an alarm is triggered, a signal is sent by telephone line to BHS' central monitoring station in Irving, Texas. The monitoring station holds an Underwriters' Laboratories, Inc. ("UL") listing. UL specifications for service centers include building integrity, back-up computer and power systems, staffing and standard operating procedures. In the event of an emergency, such as fire, tornado, major interruption in telephone or computer service, or any other event affecting the Irving facility, monitoring operations can be transferred to a backup facility located in Carrollton, Texas. BHS is in the process of developing a second customer service, monitoring and computer backup facility to replace the Carrollton facility. BHS markets its alarm systems primarily through television and direct mail advertising, yellow page and internet advertising, alliances with other service companies, inbound telemarketing and field sales employees. BHS employees install and service most of the systems; however, dealers and occasionally subcontractors are utilized in some service areas. BHS does not manufacture the equipment used in its security systems. Equipment is purchased from a limited number of suppliers and no interruptions in supply are expected. Equipment inventories are maintained at each branch office. BHS has an authorized dealer program to expand its geographic coverage and leverage its national advertising. The dealer program accounted for 18% of new installations during 2004 and, as of December 31, 2004, 6% of BHS' total subscriber base. Approximately 105 dealers were authorized to participate in the program as of December 31, 2004. BHS requires that its dealers install the same type of equipment as is installed by its own branches, and adhere to the same installation quality standards. In addition to initiating subscriber relationships through its branch and dealer networks, BHS obtains new residential subscribers through its Brink's Home Technologies ("BHT") division. BHT markets residential security systems, as well as a variety of low-voltage security, home networking, communications and entertainment options, directly to major home builders. New system activations from BHT accounted for 9% of new subscribers added during 2004. 5

BHS also provides monitored security to residents of apartment and condominium complexes. These customers currently represent slightly more than 2% of subscribers. Although its core business is focused on the monitoring of residential security systems, BHS also installs and monitors commercial security systems. In addition to intrusion detection, products and services currently offered to these customers include nonmonitored closed circuit video and enhanced event reporting. BHS intends to further build its capabilities in commercial security. Commercial customers represented approximately 4% of subscribers at year end. Government Regulation BHS and its employees are subject to various U.S. Federal, state and local consumer protection, licensing and other laws and regulations. Most states in which BHS operates have licensing laws directed specifically toward the alarm industry. BHS' business relies upon the use of wireline telephone service to communicate signals. Wireline telephone companies are currently regulated by both the Federal and state governments. BHS' wholly owned Canadian subsidiary is subject to the laws of Canada, British Columbia and Alberta. The alarm service industry experiences a high incidence of false alarms. BHS believes its false alarm rate compares favorably to other companies' rates. The high incidence of false alarms in the industry has caused some local governments to impose assessments, fines and penalties on either subscribers or the alarm companies. A few municipalities have adopted ordinances under which both permit and alarm dispatch fees are charged directly to the alarm companies. BHS' alarm service contracts generally allow BHS to pass these charges on to customers. Police departments in several U.S. cities are not required to respond to calls from alarm companies unless an emergency has been visually verified. If more police departments in the future refuse to automatically respond to calls from alarm companies without visual verification, this could have an adverse effect on future results of operations for BHS. In cities that have stopped providing police response to burglar alarms, BHS has offered its customers the option of receiving private guard response from guard companies which have contracted with BHS. Competition BHS competes in most major metropolitan markets in the U.S. and several markets in western Canada through BHS owned branch operations or its authorized dealer program. The monitored security alarm market has a large number of competitors, including thousands of local and regional companies. BHS believes it is now the second largest provider of monitored security services to residential and commercial properties in North America. Competition is based on a variety of factors including, company reputation and service quality, product quality and price. There is substantial competitive pressure on installation fees. Several significant competitors offer installation prices which match or are less than BHS' prices; however, many of the small local competitors in BHS' markets continue to charge significantly more for installation. Competitive pressure on monitoring rates, while less intense than on installation fees, is still significant. BHS believes that the monitoring rates it offers are generally comparable to the rates offered by other major security companies. BHS believes its customer retention rate is the highest among the major home security service companies. BHS believes this favorable retention rate is due to its focus on selecting new customers with strong credit backgrounds and providing high quality customer service to its customers. Employees BHS has approximately 3,000 employees, none of whom is covered by a collective bargaining agreement. BHS believes that its employee relations are satisfactory. Properties BHS has approximately 63 leased offices and warehouse facilities located throughout the U.S. and one leased office in Canada. The lease for the central monitoring station in Irving, Texas ended in February 2005, BHS has notified the lessor of its intention to purchase the facility under the terms provided in the lease. This facility also serves as BHS' headquarters and houses most administrative, technical and marketing services personnel. Additional administrative personnel are located in a portion of an adjacent building in office space that is leased for a term ending in 2009. BHS plans to build a second central monitoring station during 2005. The Irving and second site facilities are designed to be able to provide backup capability for each other. The lease for the current backup monitoring center in Carrollton, Texas, ends in late 2005. BHS intends to shut down the Carrollton backup monitoring center once the second central monitoring station is operational. BHS leases approximately 1,400 vehicles which are used in the process of installing and servicing its security systems. 6

BHS retains ownership of most of the approximately 921,000 systems currently being monitored. When a customer cancels monitoring services, BHS typically disables the system. In a limited number of cases, BHS removes the equipment. When a residential customer cancels monitoring services because of an impending household move, the retention of the BHS system in the residence facilitates the marketing of monitoring services to the subsequent homeowner. BAX Global Inc. ("BAX Global") General BAX Global provides heavy freight transportation and supply chain management services on a global basis. BAX Global specializes in the heavy freight market for business to business shipping. In North America, BAX Global's air transportation services use a dedicated fleet of 21 planes with a national sorting hub in Toledo, Ohio. BAX Global's North American operation also has a ground network that provides transportation on a regional and national basis. Outside North America, BAX Global provides transportation services using available space on commercial carriers and, on occasion, using chartered aircraft. BAX Global's primary markets outside North America are shipping Intra-Asia, from Asia to North America and Europe, Intra-Europe and between North America and Europe. BAX Global continues to expand its ocean shipping business primarily by marketing its ocean products to its current air freight and supply chain management customer base. Air Transport International, LLC ("ATI"), a wholly owned subsidiary of BAX Global, provides transportation services in North America to BAX Global and also provides worldwide charter transportation services to other customers. BAX Global provides certain transportation customers with supply chain management services and operates more than 130 logistics warehouse and distribution facilities in key world markets. BAX Global specializes in developing supply chain management programs for companies entering new global markets or consolidating regional activity. BAX Global's Products Region offered -------------- HEAVY FREIGHT TRANSPORTATION SERVICES: Expedited --------- o Overnight delivery Worldwide o Second-day delivery Worldwide o Wholesale freight forwarding Americas o Air import and export delivery Worldwide Nonexpedited ------------ o BAXSaver(TM) Suite of deferred delivery products (various deferred delivery terms) Americas o Customs brokerage services Worldwide o Aircraft charter services Worldwide o Ocean delivery Worldwide SUPPLY CHAIN MANAGEMENT SERVICES Worldwide Heavy Freight Transportation Services BAX Global offers its North American (U.S., Canada and Mexico) transportation customers a variety of products and pricing options, such as guaranteed and standard overnight and second-day delivery as well as deferred delivery (delivery generally within one to three business days). A variety of value-added ancillary services, such as shipment tracking, inventory control and management reports is also offered. BAX Global began offering a time-definite, guaranteed product to freight forwarders, freight brokers and international airlines in 2003. BAX Global primarily markets to small to mid-sized forwarders and provides a higher service level as compared to common carriage. In 2005, BAX expects to continue to expand its sales and marketing efforts to this market. Outside North America, BAX Global offers a variety of services including standard and expedited freight services, ocean forwarding and door-to-door delivery. 7

BAX Global also frequently acts as customs broker, facilitating the clearance of goods through customs at international points of entry. BAX Global has the ability to link its international network with the North American transportation infrastructure and customs brokerage capabilities to provide seamless door-to-door delivery and distribution between global markets and virtually any city in North America. BAX Global sells its services primarily through its direct sales force. BAX Global uses various marketing methods, including print media advertising and direct marketing campaigns. BAX Global picks up or receives freight shipments from its customers, consolidates the freight of various customers into shipments for common destinations and arranges for the transportation of the consolidated freight. BAX Global uses either commercial carriers or, in the case of most of its North American shipments, its own transportation fleet, including its truck network, and regional and national hub sorting facilities. BAX Global distributes the shipments at the package's destination. While shipments move long distances on either common carrier or BAX Global's fleet, the local pickup and delivery of freight are accomplished principally by independent contractors using trucks dedicated to the BAX Global network. BAX Global's independent contractors are required to display BAX Global's logo and colors. BAX Global has the ability to provide freight service to all North American business communities as well as to virtually all countries throughout its network of approximately 500 company-operated stations and agent locations in 133 countries. BAX Global's network is composed primarily of controlled subsidiaries and, to a lesser extent, agents and sales representatives in certain non-U.S. locations, typically under short-term contracts. Between available space on common carriers throughout the world and its North American network, BAX Global believes that it has sufficient capacity to meet the needs of its customers. BAX Global's freight business is tied to the cycles of international trade, with higher volumes of shipments from August through December than during the other months of the year. The lowest volume of shipments generally occurs in January and February. Including U.S. export and import revenue, BAX Global's international shipments and logistics services accounted for approximately 77% of its revenues in 2004. Intra-U.S. shipments accounted for approximately 23% of total revenues in 2004. BAX Global's network has a worldwide communications and information system which provides global tracking and tracing of shipments and logistics data for management information reports, enabling customers to improve efficiency and control costs. BAX Global's customers are increasingly turning to its online services offering information management via its website, www.baxglobal.com. North American Aircraft Operations BAX Global's wholly owned subsidiary, ATI, is a U.S.-based freight and passenger airline that operates a certificated fleet of DC-8 aircraft. BAX Global also operates Boeing 727s under contracts with third parties that provide the aircraft, crew, maintenance and insurance ("ACMI"). In addition to the aircraft assigned to BAX Global's North American transportation network, ATI also provides domestic and international service for the U.S. Government Air Mobility Command and other charter customers. The following is a summary of BAX Global's fleet as of December 31, 2004. BAX Global's Transportation Charter Aircraft Network Customers Grounded Total - ------------------------------------------------------------------------------------------------------------ Cargo: Leased DC-8 10 2 - 12 ACMI 727 11 - - 11 Owned DC-8 - - 3 3 - ------------------------------------------------------------------------------------------------------------ Cargo 21 2 3 26 Combi-Configured (a): Leased DC-8 - 1 - 1 Owned DC-8 - 3 2 5 - ------------------------------------------------------------------------------------------------------------ Combi-configured - 4 2 6 - ------------------------------------------------------------------------------------------------------------ Total 21 6 5 32 ============================================================================================================ (a) Aircraft configured to accommodate both passengers and cargo for use in charter business. 8

Of the 21 planes in BAX Global's transportation network, 18 are assigned to regularly scheduled routes. Generally, three planes are held for use as backups or are in maintenance. Grounded planes are held for sale or to provide parts for use in other Company planes. For aircraft held under long-term lease, BAX Global is responsible for the normal costs of operating and maintaining the aircraft. In addition, BAX Global is responsible for all or a portion of any special maintenance or modifications which may be required by Federal Aviation Administration ("FAA") regulations or orders (see "Government Regulation" below). BAX Global's ultimate liability for mandated special maintenance or modifications is generally subject to dollar limits, specific exclusions and sharing arrangements with the lessors. Over the last three years, BAX Global spent a total of approximately $80 million on routine heavy maintenance of its aircraft fleet. BAX Global is responsible for fuel costs and most other incidental costs such as landing fees for aircraft operated under ACMI contracts. See notes 15 and 23 to the consolidated financial statements in the Company's 2004 Annual Report for information regarding future minimum lease payments and other purchase commitments related to the Company's aircraft. BAX Global's 13 leased aircraft have various expiration dates extending through 2005, and its 11 planes under ACMI contracts have various expiration dates through 2005. Based on the current state of the aircraft leasing market, BAX Global believes that it should be able to renew these agreements or enter into new agreements on terms reasonably comparable to those currently in effect. The average airframe age of the fleet operated by ATI is in excess of 30 years; however, the condition of a particular aircraft and its fair market value are dependent on its maintenance history. Factors other than age, such as cycles (essentially the number of flights), can have a significant impact on an aircraft's serviceability. Generally, cargo aircraft tend to have fewer cycles than passenger aircraft over comparable time periods because they are used for fewer flights per day and longer flight segments. Fuel costs are a significant element of the total costs of operating BAX Global's aircraft fleet. Fuel prices are subject to worldwide and local market conditions. In order to protect against price increases in jet fuel, from time to time BAX Global enters into hedging agreements, including swap contracts, options and collars. BAX Global charges a fuel surcharge in the U.S. to its customers when fuel costs are higher than the normal historical range. Supply Chain Management Services BAX Global's supply chain management business specializes in developing solutions that include the design, implementation and management of inventory, distribution and information processes to improve a customer's efficiency and productivity. BAX Global operates value-added logistics warehouse and distribution facilities in key world markets. Companies in the healthcare, retail, automotive, aerospace and high technology industries have been targeted as businesses with significant supply chain management needs. Worldwide revenues from the supply chain management business represented 10% of BAX Global's total revenues in 2004. Customers BAX Global's customers include thousands of large and small industrial and commercial businesses. Worldwide, BAX Global's top 10 customers accounted for approximately 14% of total BAX Global revenue in 2004. The Company targets customers in the aerospace, automotive, healthcare, high technology, retail and other industries where rapid delivery of high-value products is required. Competition The transportation and supply chain management industries have been and are expected to remain highly competitive. The principal competitive factors in the transportation industry are price, the ability to provide consistently fast and reliable delivery of shipments and the ability to provide premium services such as shipment tracking. The principal competitive factors in the supply chain industry are price, access to a reliable transportation network, warehousing and distribution capabilities, and sophisticated information systems. There is aggressive price competition in the heavy-freight market, particularly for the business of high volume shippers. BAX Global competes with various types of transportation companies, including other integrated transportation companies that operate their own fleets, as well as with freight forwarders, premium less-than-truckload (or "LTL") carriers, express delivery services, and passenger airlines. BAX Global also competes in the U.S. with freight delivery services provided by ground transportation companies, including trucking firms and surface freight forwarders that offer specialized time-specific services within limited geographical areas. 9

BAX Global believes its hub-and-spoke network of aircraft and trucks that serves the North American market allows it to move freight more reliably than if it solely used third-party services. The hub, which is located in Toledo, Ohio, consists of various facilities, including a technologically advanced heavy freight handling system, which is capable of sorting approximately one million pounds of freight per hour. BAX Global's hub-and-spoke system feeds much of its North American import and export business and BAX Global believes it provides a competitive advantage by offering superior, reliable service to its customers, shipping to, from or within North America. As an international freight forwarder, BAX Global competes with government-owned or subsidized passenger airlines and postal services. In ocean shipping, BAX Global negotiates global contracts as a freight forwarder and a Non Vessel Operating ("NVO") Common Carrier, which allows it to compete against other freight forwarding/NVO companies. In supply chain management services, BAX Global competes with many third-party logistics providers. Employee Relations BAX Global and its subsidiaries have approximately 12,000 employees worldwide, of whom about 1,900 are classified as part-time. As of December 31, 2004, approximately 195 flight crewmembers (captains, first officers and flight engineers), were represented for purposes of collective bargaining by the International Brotherhood of Teamsters. This contract expired in 2004 and is in the process of being renegotiated. Another 125 employees in the U.S. (principally customer service, clerical and/or dock workers) were represented by labor unions that in most cases are also affiliated with the International Brotherhood of Teamsters. BAX Global did not experience any significant strike or work stoppage in 2004 and believes that its employee relations are satisfactory. Government Regulation The air transportation industry, including BAX Global, is subject to regulation by the FAA under the Federal Aviation Act of 1958, as amended, and the Transportation Security Administration ("TSA") under the Aviation and Transportation Security Act of 2001. The FAA is an agency of the Department of Transportation ("DOT") and TSA is an agency of the Department of Homeland Security. BAX Global is subject to various other requirements and regulations in connection with its operations, including certain safety and security regulations of the DOT and other federal and state agencies. BAX Global's international operations are regulated to varying degrees by the countries in which they operate. Properties BAX Global has approximately 260 company-operated stations (90 domestic and 170 international) and has agency agreements with approximately 115 stations (9 domestic and 106 international). BAX Global's stations are usually located at or near airports or other transportation corridors. BAX Global operates domestic stations, which generally include office space and warehousing facilities located in 39 states, the District of Columbia and Puerto Rico. Nearly all company-operated stations are leased. BAX Global operates its main freight-sorting operation and related facilities at its hub in Toledo, Ohio. This hub is operated under a lease with the Toledo-Lucas County Port Authority which expires in 2013. The lease provides BAX Global with rights of renewal for three five-year periods. Other facilities in the U.S. are held under leases having terms of one to ten years. BAX Global provides certain transportation customers with supply chain management services and operates more than 130 leased logistics warehouse and distribution facilities in key world markets. BAX Global has, under lease through 2012, a 116,000 square foot corporate office facility located in Irvine, California. See "Aircraft Operations" above for information about contracted, leased and owned aircraft. 10

FORMER OPERATIONS The Company sold or shut down its coal operations in 2002, sold its natural gas, timber and gold operations in 2003 and 2004. The Company has retained certain coal-related liabilities and related expenses. Retained liabilities are significant and include obligations related to postretirement benefits for Company-sponsored medical plans, black lung benefits, reclamation and other costs related to closed mines, Health Benefit Act obligations, workers' compensation claims and costs of withdrawal from multi-employer pension plans. The Company expects to have significant ongoing expenses and cash outflow for retained liabilities relating to its former coal operations. See notes 4, 6, and 23 to the consolidated financial statements, which notes are herein incorporated by reference. At December 31, 2004, the Company had approximately 29 employees related to its former natural resource operations. These employees perform various duties including reclaiming, maintaining and selling residual assets and managing retained liabilities related to the former coal operations. Forward-Looking Information Certain of the matters discussed herein, including statements regarding foreign exchange rates and other risks associated with foreign operations, significant ongoing expenses and cash outflows for retained liabilities related to former coal operations in the future (including costs related to the administration of retained liabilities), the introduction of new products and services by BHS in 2005, BHS' continued expansion into the commercial market, the uninterrupted supply of equipment to BHS, the impact of the refusal of police departments to respond to calls from alarm companies without visual verification on BHS, the completion of BHS' second station, the ability of BHS' Irving and second stations to back each other up, BAX's continued expansion of sales and marketing efforts to small and mid-sized forwarders, the expected seasonal impact on the volumes shipped by BAX Global, the ability of BAX Global to renew certain aircraft leases or enter into new leases on reasonably comparable terms, the highly competitive nature of the transportation and supply chain management industries, the renegotiation of union contracts and liability for reclamation related to the former coal operations, 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. Such risks, uncertainties and contingencies, many of which are beyond the control of the Company, include, but are not limited to, fluctuations in interest and exchange rates, economic, business and social conditions in the U.S. and abroad, effectiveness of hedging activities and the ability of counterparties to perform, actual retirement experience of the former coal operation's employees, black lung claims incidence, the number of dependents covered under benefit obligations, coal industry turnover rates, actual medical and legal costs relating to the benefits, changes in inflation rates (including the continued volatility of medical inflation), the incidence of false alarms, the willingness of BHS' customers to pay for private response personnel or other alternatives to police responses to alarms, the performance of BHS' equipment suppliers, BHS' ability to cost-effectively develop new systems in a timely manner, decisions regarding continued support of the developing commercial business, development delays relating to the second customer service, monitoring and computer backup facility, including construction, permitting and IT delays, the market for airplanes of the type used by BAX Global, concessions requested by Brink's, BAX Global or the applicable union, changes in the scope or method of remediation or monitoring required under the coal-related permits, the demand for the Company's products and services, the ability of the Company and its operations to obtain appropriate insurance coverage at reasonable prices, pricing and other competitive industry factors, fuel prices, new government regulations and legislative initiatives, issuance of permits, judicial decisions, and variations in costs or expenses. 11

ITEM 3. LEGAL PROCEEDINGS - -------------------------------------------------------------------------------- Not applicable. ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - -------------------------------------------------------------------------------- Not applicable. 12

Executive Officers of the Registrant The following is a list as of March 1, 2005, of the names and ages of the executive and other officers of The Brink's Company and the names and ages of certain officers of its subsidiaries, indicating the principal positions and offices held by each. There is no family relationship between any of the officers named. Name Age Positions and Offices Held Held Since - ---------------------------------------------------------------------------------------------------------- Executive Officers: Michael T. Dan 54 President, Chief Executive Officer and Chairman of the Board 1998 James B. Hartough 57 Vice President-Corporate Finance and Treasurer 1988 Frank T. Lennon 63 Vice President-Human Resources and Administration 1985 Austin F. Reed 53 Vice President, General Counsel and Secretary 1994 Robert T. Ritter 53 Vice President and Chief Financial Officer 1998 Other Officers: Matthew A. P. Schumacher 46 Controller 2001 Arthur E. Wheatley 62 Vice President and Director-Risk Management 1988 Subsidiary Officers: Robert B. Allen 51 President of Brink's Home Security, Inc. 2001 Joseph L. Carnes 47 President of BAX Global Inc. 2000 Richard M. Gold 54 President of Brink's, Incorporated 2004 ========================================================================================================== Executive and other officers of The Brink's Company are elected annually and serve at the pleasure of its Board of Directors. Mr. Dan was elected President, Chief Executive Officer and Director of The Brink's Company in February 1998 and was elected Chairman of the Board effective January 1, 1999. He also serves as Chief Executive Officer of Brink's, Incorporated, a position he has held since July 1993 and as President and Chief Executive Officer of Brink's Holding Company, a position he has held since December 31, 1995. He served as President of Brink's, Incorporated from December 2002 until January 2004. He also serves as Chairman of the Board of BAX Global Inc., a position he has held since February 1998. From August 1992 to July 1993 he served as President of North American operations of Brink's, Incorporated and as Executive Vice President of Brink's, Incorporated from 1985 to 1992. Mr. Ritter joined The Brink's Company as Vice President and Chief Financial Officer in August 1998. From June 1996 to July 1998, he served as Chief Financial Officer of WLR Foods, Inc. He was a private investor and financial consultant from April 1995 to May 1996 and was Treasurer at American Cyanamid Company from March 1991 to January 1994 and Controller from February 1994 to March 1995. Messrs. Hartough, Lennon, Reed and Wheatley have served in their present positions for more than the past five years. Mr. Schumacher joined the Company as Controller in July 2001. Prior to joining the Company, he was employed by NL Industries, Inc. as the Assistant Controller from 1997 through July 2001. Mr. Allen joined Brink's Home Security, Inc. in August 1999 as Executive Vice President and Chief Operating Officer. He was promoted to President of Brink's Home Security, Inc. in March 2001. From January 1997 to August 1999, he held various positions at Aegis Communications Group (formerly ATC Communications) including Executive Vice President of Sales and Marketing and Chief Operating Officer. From 1980 through 1996, he held various domestic and international positions at Frito-Lay including Vice President of Field Marketing and Country Manager in Greece and Turkey. Mr. Carnes was elected President of BAX Global Inc. in May 2000. He joined BAX Global Inc. as President - U.S. and Canada in September 1999. Prior to joining BAX Global Inc., he served as Executive Vice President, North America for Fritz Companies Inc. where he was employed from 1987 to 1999. Mr. Gold joined Brink's, Incorporated as President on January 1, 2004. Prior to joining the Company, he was employed by Cummins, Inc. for 23 years. In his last position, he served as Vice President, General Manager of a Cummins business unit. 13

PART II - -------------------------------------------------------------------------------- ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS - -------------------------------------------------------------------------------- The Company's common stock trades on the New York Stock Exchange under the symbol "BCO." The following table provides information about common stock repurchases by the Company during the quarter ended December 31, 2004. (d) Maximum Number (c) Total Number (or Approximate of Shares Purchased Dollar Value) of (a) Total Number as Part of Publicly Shares that May Yet of Shares (b) Average Price Announced Plans be Purchased Under Period Purchased (1) Paid per Share or Programs the Plans or Programs - -------------------------------------------------------------------------------------------------------- December 1 through December 31, 2004 7,816 $ 39.00 - - ======================================================================================================== (1) Stock-for-stock exchanges for payments of exercise cost upon exercises of stock options. Reference is made to page 126 of the Company's 2004 Annual Report which is herein incorporated by reference, for other information required by this item. ITEM 6. SELECTED FINANCIAL DATA - -------------------------------------------------------------------------------- Reference is made to page 127 of the Company's 2004 Annual Report which is herein incorporated by reference, for information required by this item. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - -------------------------------------------------------------------------------- Reference is made to pages 22 through 73 of the Company's 2004 Annual Report which is herein incorporated by reference, for information required by this item. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - -------------------------------------------------------------------------------- The information regarding quantitative and qualitative disclosures about market risk is included in this report under Item 7. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - -------------------------------------------------------------------------------- Reference is made to pages 74 through 126 of the Company's 2004 Annual Report which is herein incorporated by reference, for information required by this item. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - -------------------------------------------------------------------------------- Not applicable. 14

ITEM 9A. CONTROLS AND PROCEDURES - -------------------------------------------------------------------------------- Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer and Vice President and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer and Vice President and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Except for changes put in place to enhance controls related to accounting for deferred taxes, there has been no change in the Company's internal control over financial reporting during the quarter ended December 31, 2004, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Reference is made to pages 74 through 75 of the Company's 2004 Annual Report, which are herein incorporated by reference, for Management's Annual Report on Internal Control over Financial Reporting and the Attestation Report of the Registered Public Accounting Firm. ITEM 9B. OTHER INFORMATION - -------------------------------------------------------------------------------- The Company makes the following disclosure in lieu of furnishing it in a Current Report on Form 8-K under Item 2.02. "Results of Operations and Financial Condition." On March 15, 2005, the Company issued a press release updating its previously disclosed fourth quarter and year end financial results to reflect the recording of two non-cash items that result in an increase in reported net income and earnings per share. A copy of this release is being furnished as Exhibit 99(b) to this Annual Report on Form 10-K. 15

PART III - -------------------------------------------------------------------------------- ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - -------------------------------------------------------------------------------- The information required by this Item regarding directors is herein incorporated by reference to the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2004. The information regarding executive officers is included in this report following Item 4, under the caption "Executive Officers of the Registrant." The Company has adopted a Business Code of Ethics that applies to all of the directors, officers and employees (including the Chief Executive Officer, Chief Financial Officer and Controller) and has posted the Code on the Company's website. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Business Code of Ethics applicable to the Chief Executive Officer, Chief Financial Officer or Controller by posting this information on the website. The internet address is www.brinkscompany.com. ITEM 11. EXECUTIVE COMPENSATION - -------------------------------------------------------------------------------- The information required by Item 11 is incorporated by reference to the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2004. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------------------------------------------------------------------------------- The information required by Item 12 is incorporated by reference to the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2004. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------------------------------------------------------------------------------- The information required by Item 13 is incorporated by reference to the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2004. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES - -------------------------------------------------------------------------------- The information required by Item 14 is incorporated by reference to the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, 2004. 16

PART IV - -------------------------------------------------------------------------------- ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------------- (a) 1. All financial statements - see index to financial statements and schedules. 2. Financial statement schedules - see index to financial statements and schedules. 3. Exhibits - see exhibit index. Undertaking For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned Registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into Registrant's Registration Statements on Form S-8 Nos. 333-120254, 2-64258, 33-2039, 33-21393, 33-69040, 33-53565, 333-02219, 333-78631, 333-78633, 333-70758, 333-70772, 333-70766 and 333-70762. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 17

Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 15, 2005. The Brink's Company ------------------------------ (Registrant) By /s/ M. T. Dan ------------------------------ (M. T. Dan, Chairman, President and Chief Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on March 15, 2005. Signatures Title ----------------- ----------- R. G. Ackerman* Director B. C. Alewine* Director J. R. Barker* Director M. C. Breslawsky* Director J. L. Broadhead* Director J. S. Brinzo* Director /s/ M. T. Dan Chairman, President and ---------------------------------- Chief Executive Officer (M. T. Dan) (principal executive officer) G. Grinstein* Director R. M. Gross* Director /s/ R. T. Ritter Vice President ---------------------------------- and Chief Financial Officer (R. T. Ritter) (principal financial officer and principal accounting officer) C. S. Sloane* Director R. L. Turner* Director *By /s/ M. T. Dan ----------------------------- (M. T. Dan, Attorney-in-Fact) 18

Index to Financial Statements and Schedules Financial Statements: The consolidated financial statements of The Brink's Company, listed in the index below which are included in the Company's 2004 Annual Report for the year ended December 31, 2004, are herein incorporated by reference. With the exception of the pages listed in the index below and the information incorporated by reference included in Parts I, II and IV, the 2003 Annual Report of the Shareholders is not deemed filed as part of this report. THE BRINK'S COMPANY ANNUAL REPORT Page Numbers in 2004 Annual Report ------------ Management's Discussion and Analysis of Results of Operations and Financial Condition............22-73 Management's Report on Internal Control over Financial Reporting................................................74 Reports of Independent Registered Public Accounting Firm....75-76 Consolidated Balance Sheets.................................77 Consolidated Statements of Operations.......................78 Consolidated Statements of Comprehensive Income (Loss)......79 Consolidated Statements of Shareholders' Equity.............80 Consolidated Statements of Cash Flows.......................81 Notes to Consolidated Financial Statements..................82-126 Selected Financial Data.....................................127 Financial Statement Schedules: Page numbers In Form 10-K ------------ Report of Independent Registered Public Accounting Firm.....19 Schedule II - Valuation and qualifying accounts.............20 19

Report of Independent Registered Public Accounting Firm The Board of Directors The Brink's Company: Under date of March 15, 2005, we reported on the consolidated balance sheets of The Brink's Company and subsidiaries (the Company) as of December 31, 2004 and 2003, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2004, as contained in the 2004 annual report on Form 10-K. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedule as included herein. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG LLP Richmond, Virginia March 15, 2005 20

The Brink's Company Schedule II - Valuation and Qualifying Accounts For the Years Ending December 31, 2004, 2003 and 2002 (in millions) Balance at Charged to Charge to Currency Balance at Beginning of Costs and Other Translation End of Period Expenses (a) Deductions (b) Account (c) Adjustment Period - ------------------------------------------------------------------------------------------------------------------------------------ Allowance for Doubtful Accounts - ------------------------------- Year Ended December 31, 2002 $ 41.8 4.6 (11.8) - 0.9 35.5 Year Ended December 31, 2003 35.5 (1.1) (7.5) - 0.7 27.6 Year Ended December 31, 2004 27.6 4.0 (5.8) - 0.9 26.7 Valuation Allowance for Deferred Tax Assets - ------------------------------------------- Year Ended December 31, 2002 $ 10.3 1.5 (0.8) - (2.0) 9.0 Year Ended December 31, 2003 9.0 34.3 (0.6) - 0.8 43.5 Year Ended December 31, 2004 43.5 10.2 (0.6) 0.7 2.0 55.8 (a) Includes amounts charged to loss from discontinued operations. (b) Amounts written off, less recoveries. (c) Includes amounts charged to Other Comprehensive Income. 21

Exhibit Index Each Exhibit listed previously filed document is hereby incorporated by reference to such document. Exhibit Number Description 2(i) Membership Interest Acquisition Agreement Among Air Transport International LLC and BAX Global Inc., dated February 3, 1998. Exhibit 2 to the Registrant's Current Report on Form 8-K filed May 14, 1998. 2(ii) Share Purchase Agreement, dated as of January 27, 1998, between Brink's Security International, Inc., acting as Purchaser, and Generale de Transport et D'Industrie, acting as Seller. Exhibit 10(v) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 (the "1998 Form 10-K"). 2(iii) Shareholders' Agreement, dated as of January 10, 1997, between Brink's Security International, Inc., and Valores Tamanaco, C.A. Exhibit 10(w) to the 1998 Form 10-K. 3(i) Amended and Restated Articles of Incorporation of the Registrant. Exhibit 3(i) to the Registrant's Current Report on Form 8-K filed March 2, 2005. 3(ii) Amended and Restated Bylaws of the Registrant. Exhibit 3(ii) to the Registrant's Current Report on Form 8-K filed March 2, 2005. 4(a) Amended and Restated Rights Agreement dated as of September 1, 2003 between the Registrant and Equiserve Trust Company, N.A., as Rights Agent, together with Form of Right Certificate. Exhibit 1 to the Registrant's Amendment No. 4 to Form 8-A/A filed October 9, 2003. 10(a)* Key Employees Incentive Plan, as amended. Exhibit 10(a) to the 1998 Form 10-K. 10(b)* Key Employees' Deferred Compensation Program, as amended and restated effective January 1, 2005. Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed November 22, 2004. 10(c)* (i) Pension Equalization Plan as amended. Exhibit 10(e)(I) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Form 10-K"). (ii) Amended and Restated Trust Agreement, dated December 1, 1997, between the Registrant and Chase Manhattan Bank, as Trustee (the "Trust Agreement"). Exhibit 10(e)(ii) to the 1997 Form 10-K. (iii) Amendment No. 1 to Trust Agreement, dated as of August 18, 1999. Exhibit 10(c)(iii) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 (the "1999 Form 10-K"). (iv) Amendment No. 2 to Trust Agreement, dated as of July 26, 2001. Exhibit 10(c)(iv) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002 (the "2002 Form 10-K"). (v) Amendment No. 3 to Trust Agreement, dated as of September 18, 2002. Exhibit 10(c)(v) to the 2002 Form 10-K. (vi) Trust Agreement under the Pension Equalization Plan, Retirement Plan for Non-Employee Directors and Certain Contractual Arrangements of The Brink's Company made as of September 16, 1994, by and between the Registrant and Chase Manhattan Bank (National Association), as Trustee. Exhibit 10(i) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (the "Third Quarter 1994 Form 10-Q"). (vii) Form of letter agreement dated as of September 16, 1994, between the Registrant and one of its officers. Exhibit 10(e) to the Third Quarter 1994 Form 10-Q. (viii) Form of letter agreement dated as of September 16, 1994, between the Registrant and Participants pursuant to the Pension Equalization Plan. Exhibit 10(f) to the Third Quarter 1994 Form 10-Q. (ix) Amendment No. 4 to Trust Agreement, dated as of September 22, 2003. Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the "Third Quarter 2003 Form 10-Q"). 22

(x) Amendment No. 5 to Trust Agreement, dated as of September 20, 2004. Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. (xi) Amendment to Pension Equalization Plan. Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed November 22, 2004. (xii) Amendment No. 6 t o Trust Agreement, dated as of November 22, 2004. Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed November 22, 2004. 10(d)* Executive Salary Continuation Plan. Exhibit 10(e) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 (the "1991 Form 10-K"). 10(e)* Non-Employee Directors' Stock Option Plan, as amended and restated as of January 14, 2000. Exhibit 10(e) to the 1999 Form 10-K. 10(f)* 1988 Stock Option Plan, as amended and restated as of January 14, 2000. Exhibit 10(f) to the 1999 Form 10-K. 10(g)* Management Performance Improvement Plan, as amended and restated. Exhibit 99 to the Registrant's Current Report on Form 8-K filed March 2, 2005. 10(h)* Form of change in control agreement replacing all prior change in control agreements and amendments and modifications thereto, between the Registrant (or a subsidiary) and various officers of the Registrant. Exhibit 10(l)(ii) to the 1997 Form 10-K. 10(i)* Form of Indemnification Agreement entered into by the Registrant with its directors and officers. Exhibit 10(l) to the 1991 Form 10-K. 10(j)* (i) Retirement Plan for Non-Employee Directors, as amended. Exhibit 10(g) to the Third Quarter 1994 Form 10-Q. (ii) Form of letter agreement dated as of September 16, 1994, between the Registrant and its Non-Employee Directors pursuant to Retirement Plan for Non-Employee Directors. Exhibit 10(h) to the Third Quarter 1994 Form 10-Q. 10(k)* Form of severance agreement between the Registrant (or a subsidiary) and various of the Registrant's officers. Exhibit 10(o)(ii) to the 1997 Form 10-K. 10(l)* Directors' Stock Accumulation Plan, as amended and restated effective January 1, 2005. Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed November 22, 2004. 10(m)* Plan for Deferral of Directors' Fees, as amended and restated effective January 1, 2005. Exhibit 99.5 to the Registrant's Current Report on Form 8-K filed November 22, 2004. 10(n) (i) Lease dated as of April 1, 1989, between Toledo-Lucas County Port Authority (the "Authority"), as Lessor, and Burlington, as Lessee. Exhibit 10(i) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989 (the "Second Quarter 1989 Form 10-Q"). (ii) Lease Guaranty Agreement dated as of April 1, 1989, between Burlington (formerly Burlington Air Express Management Inc.), as Guarantor, and the Authority. Exhibit 10(ii) to the Second Quarter 1989 Form 10-Q. (iii) Trust Indenture dated as of April 1, 1989 between the Authority and Society Bank & Trust (formerly, Trustcorp. Bank, Ohio), as Trustee (the "Trustee"). Exhibit 10(iii) to the Second Quarter 1989 Form 10-Q. (iv) Assignment of Basic Rent and Rights Under a Lease and Lease Guaranty dated as of April 1, 1989 from the Authority to the Trustee. Exhibit 10(iv) to the Second Quarter 1989 Form 10-Q. (v) Open-End First Leasehold Mortgage and Security Agreement dated as of April 1, 1989 from the Authority to the Trustee. Exhibit 10(v) to the Second Quarter 1989 Form 10-Q. (vi) First Supplement to Lease dated as of January 1, 1990, between the Authority and Burlington, as Lessee. Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1990. (vii) Revised and Amended Second Supplement to Lease dated as of September 1, 1990, between the Authority and Burlington. Exhibit 10(i) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1990 (the "Third Quarter 1990 Form 10-Q"). 23

(viii) Amendment Agreement dated as of September 1, 1990, among City of Toledo, Ohio, the Authority, Burlington and the Trustee. Exhibit 10(ii) to the Third Quarter 1990 Form 10-Q. (ix) Assumption and Non-Merger Agreement dated as of September 1, 1990, among Burlington, the Authority and the Trustee. Exhibit 10(iii) to the Third Quarter 1990 Form 10-Q. (x) First Supplemental Indenture between Toledo-Lucas County Port Authority, and Society National Bank, as Trustee, dated as of March 1, 1994. Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (the "First Quarter 1994 Form 10-Q"). (xi) Third Supplement to Lease between Toledo-Lucas County Port Authority, as Lessor, and Burlington Air Express Inc., as Lessee, dated as of March 1, 1994. Exhibit 10.2 to the First Quarter 1994 Form 10-Q. (xii) Fourth Supplement to Lease between Toledo-Lucas County Port Authority, as Lessor, and Burlington Air Express Inc., as Lessee, dated as of June 1, 1991. Exhibit 10.3 to the First Quarter 1994 Form 10-Q. (xiii) Fifth Supplement to Lease between Toledo-Lucas County Port Authority, as Lessor, and Burlington Air Express Inc., as Lessee, dated as of December 1, 1996. Exhibit 10(r)(xiii) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. 10(o) (i) Credit Agreement, dated as of December 20, 2002, among BAX Global Inc., Brink's, Incorporated and the Registrant, as Borrowers and Guarantors, and ABN AMRO Bank, N.V. Exhibit 10(q) (i) to the 2002 Form 10-K. (ii) Guaranty between BAX Global, as Guarantor, and ABN AMRO Bank, N.V. Exhibit 10(q)(ii) to the 2002 Form 10-K. (iii) Guaranty between Brink's, Incorporated, as Guarantor, and ABN AMRO Bank, N.V. Exhibit 10(q)(iii) to the 2002 Form 10-K. (iv) Guaranty between the Registrant, as Guarantor, and ABN AMRO Bank, N.V. Exhibit 10(q)(iv) to the 2002 Form 10-K. 10(p)* (i) Employment Agreement dated as of May 4, 1998, between the Registrant and Michael T. Dan. Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (the "Third Quarter 1998 Form 10-Q"). (ii) Amendment No. 1 to Employment Agreement between the Registrant and Michael T. Dan. Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. 10(q)* Executive Agreement dated as of May 4, 1998, between the Registrant and Michael T. Dan. Exhibit 10(b) to the Third Quarter 1998 Form 10-Q. 10(r)* Executive Agreement dated as of August 7, 1998, between the Registrant and Robert T. Ritter. Exhibit 10(c) to the Third Quarter 1998 Form 10-Q. 10(s)* Severance Agreement dated as of August 7, 1998, between the Registrant and Robert T. Ritter. Exhibit 10(d) to the Third Quarter 1998 Form 10-Q. 10(t) Trust Agreement for The Brink's Company Employee Welfare Benefit Trust. Exhibit 10(t) to the 1999 Form 10-K. 10(u) (i) Note Purchase Agreement dated as of January 18, 2001, between the Registrant and the Purchasers listed on Schedule A thereto. Exhibit 10(u)(i) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 Form 10-K"). (ii) Form of Series A Promissory Note. Exhibit 10(u)(ii) to the 2000 Form 10-K. (iii) Form of Series B Promissory Note. Exhibit 10(u)(iii) to the 2000 Form 10-K. 10(v) (i) Receivables Purchase Agreement dated as of December 15, 2000, among BAX Funding Corporation, BAX Global Inc., Liberty Street Funding Corp. and the Bank of Nova Scotia. Exhibit 10(v)(i) to the 2000 Form 10-K. (ii) Purchase and Sale Agreement dated as of December 15, 2000, among the Originators named therein, BAX Funding Corporation and BAX Global Inc. Exhibit 10(v)(ii) to the 2000 Form 10-K. 24

10(w) (i) Note Purchase Agreement dated as of April 11, 2002 between the Registrant and the Purchasers set forth on the signature page. Exhibit 10(a)(i) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (the "First Quarter 2002 Form 10-Q"). (ii) Form of Promissory Note. Exhibit 10(a)(ii) to the First Quarter 2002 Form 10-Q. 10(x) (i) $43,160,000 Bond Purchase Agreement, dated September 17, 2003, among the Peninsula Ports Authority of Virginia, Dominion Terminal Associates, Pittston Coal Terminal Corporation and the Registrant. Exhibit 10.2(i) to the Third Quarter 2003 Form 10-Q. (ii) Loan Agreement between the Peninsula Ports Authority of Virginia and Dominion Terminal Associates, dated September 1, 2003. Exhibit 10.2(ii) to the Third Quarter 2003 Form 10-Q. (iii) Indenture and Trust between the Peninsula Ports Authority of Virginia and Wachovia Bank, National Association ("Wachovia"), as trustee, dated September 1, 2003. Exhibit 10.2(iii) to the Third Quarter 2003 Form 10-Q. (iv) Parent Company Guaranty Agreement, dated September 1, 2003, made by the Registrant for the benefit of Wachovia. Exhibit 10.2(iv) to the Third Quarter 2003 Form 10-Q. (v) Continuing Disclosure Undertaking between the Registrant and Wachovia, dated September 24, 2003. Exhibit 10.2(v) to the Third Quarter 2003 Form 10-Q. (vi) Coal Terminal Revenue Refunding Bond (Dominion Terminal Associates Project - Brink's Issue) Series 2003. Exhibit 10.2(vi) to the Third Quarter 2003 Form 10-Q. 10(y) $150,000,000 Credit Agreement, dated as of November 18, 2004, between the Registrant and ABN AMRO Bank N.V. Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed November 18, 2004. 10(z) $400,000,000 Credit Agreement among The Brink's Company, as Parent Borrower, the Subsidiary Borrowers referred to therein, certain of Parent Borrower's Subsidiaries, as Guarantors, Various Lenders, Barclays Bank plc, as Co-Arranger and Documentation Agent, Bank of America, N.A., as Syndication Agent, Banc of America Securities LLC, as Co-Arranger, Scotiabanc Inc. and Wachovia Bank, National Association, as Co-Arrangers and Syndication Agents, JPMorgan Chase Bank, as Administrative Agent, and J.P. Morgan Securities Inc., as Sole Lead Arranger and Bookrunner, dated as of October 15, 2004. Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed October 18, 2004. 10(aa) Share Transfer Agreement, dated February 2, 2005, between Group 4 Securitas Holdings Limited, as Seller, and Brink's Limited, as Buyer. 10(bb) Share Transfer Agreement, dated February 2, 2005, between Group 4 Securicor Holdings Limited, Securicor International BV and Brink's Luxembourg S.A. and Brink's, Incorporated. 13 Parts of the 2004 Annual Report of the Registrant. 21 Subsidiaries of the Registrant. 23 Consent of independent auditors. 24 Powers of attorney. 31 Rule 13a-14(a)/15d-14(a) Certifications. 32 Section 1350 Certifications. 99(a)* Amendment to Pension-Retirement Plan relating to preservation of assets of the Pension-Retirement Plan upon a change in control. Exhibit 99 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992. 99(b) Press Release, dated March 15, 2005, issued by the Registrant. - -------------------------- *Management contract or compensatory plan or arrangement. 25

EXHIBIT 10(aa) 2 February 2005 ------------------------------ SHARE TRANSFER AGREEMENT ------------------------------ BETWEEN GROUP 4 SECURITAS HOLDINGS LIMITED AS SELLER AND BRINK'S LIMITED AS BUYER

Content ------- 1. DEFINITIONS AND INTERPRETATION............................................4 2. SALE AND PURCHASE OF SALE SHARES..........................................8 3. PURCHASE PRICE AND CLAW BACKS FROM THE PURCHASE PRICE.....................9 4. PRE-COMPLETION ACTIONS...................................................10 5. COMPLETION AND POST COMPLETION EVENTS....................................11 6. CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE..........................16 7. WARRANTIES AND REPRESENTATIONS OF THE SELLER.............................18 8. OTHER OBLIGATIONS OF THE SELLER..........................................34 9. REPRESENTATIONS AND WARRANTIES OF THE BUYER..............................40 10. INDEMNIFICATION..........................................................42 11. FLOOR THRESHOLD AND CEILING..............................................45 12. DURATION OF INDEMNIFICATION..............................................45 13. PENSIONS INDEMNITY.......................................................46 14. NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY......................47 15. MISCELLANEOUS............................................................49 2

SHARE TRANSFER AGREEMENT ------------------------ This agreement is made on February 2nd, 2005 BETWEEN: 1. GROUP 4 SECURITAS HOLDINGS LIMITED a company incorporated in England and Wales with Company Number 02380914 whose registered office is at Farncombe House, Broadway, Worcestershire WR12 7LJ (hereinafter the "Seller) AND: 2. BRINK'S LIMITED a company incorporated in England and Wales with Company Number 00959654 whose registered office is at Arnold House, 36/41 Holywell Lane, London EC2A 3LB (hereinafter the "Buyer") WHEREAS: (A) Group 4 Falck Cash Services UK Limited ("the Company") is a company registered in England and Wales with Company Number 2831111. (B) The share capital of the Company is (pound)1,900,002 divided into 2 Ordinary Shares of (pound)1 each and 1,900,000 6 per cent Redeemable Preference Shares of (pound)1 each. (C) The principal activity of the Company is the provision of transportation and storage security services. (D) The Seller has agreed to transfer its shareholding in the Company in accordance with the conditions and with the giving of the warranties and undertakings set out below, which for the Buyer, have an essential and determining influence on its undertaking to purchase the Company. 3

IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION ------------------------------ 1.1 Definitions in this agreement shall have the following meanings unless the context does not permit: "Accounts" means the audited accounts (balance sheets, profit and loss accounts and annexes) of the Company as at the Last Accounting Date; "Accounting Methods and Principles" means the generally accepted accounting methods and principles in the UK or such other international body as is appropriate; "Agreement" means this document and the Schedules hereto; "Assets" means the raw materials, assets, movable goods, installations and equipment used by the Company in the carrying out of its activities including those assets specified in the Seller's commitments to the European Commission; "Authorisations" means all authorisations, licences, permits, certificates, approvals or other documents obtained by the Company from an administrative authority or any other authority or by a professional entity set-up in one of the countries where the Company carries on its activities or is the owner of assets at any given time; "Business Day" means a day other than a Saturday or Sunday or public holiday in the UK; "Buyer" has the meaning given to it above; "Buyer's Group Affiliate" means an entity directly or indirectly controlled by the Buyer or which directly or indirectly controls the Buyer or which is directly or indirectly controlled by one or several undertakings controlled by the Buyer, and "control" means in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate, and "Buyer's Group Affiliates" means all of such affiliates of the Buyer; "Clauses" means the clauses of this Agreement; "Clearance" means the formal confirmation by the European Commission that the Transactions fulfil the obligations of Group 4 Falck A/S and Securicor plc, pursuant to their written commitments to the European Commission dated 28 May 4

2004, to enter into final binding sale and purchase agreements for the sale of the Securicor Luxembourg Divestment Business and the UK CIT Divestment Business, as such terms are defined in the said commitments; "Company" has the meaning given to it in the recitals above; "Completion" means completion of the transfer of the Sale Shares in accordance with Clause 5; "Completion Statement" means a statement showing the turnover and profit or loss, for the period from the Last Accounting Date to Completion and the assets and liabilities of the Company as at Completion in the same format as the current "monthly reporting pack" produced by the Company in the ordinary course of its business such Completion Statement being prepared in accordance with Accounting Methods and Principles and with all available supporting documents; "Confidentiality Agreement" means the confidentiality agreement dated 2 September 2004 between G4S and Brink's EMEA S.A.S; "Customers' Accounts" means all customer funds held by the Company immediately prior to Completion; "Date of this Agreement" means the date on which this Agreement is signed; "Disclosure Schedule" means the Seller's disclosures to the warranties and representations set out in Schedule 2; "the Dumbarton Road Premises" means the building known as and forming 89 Dumbarton Road, Glasgow as more particularly described in the Dumbarton Road Lease; "the Dumbarton Road Lease" means the lease of the Dumbarton Road Premises registered in the Land Register under Title Number GLA100684; "Encumbrance" means all liens, sureties, interest, charges, restrictions, options, promises or third party right or interest; "G4S plc" means Group 4 Securicor plc; "Intellectual Property Rights" means trademarks, patents, designs, models and author's rights and generally all the rights giving their owner the exclusive rights of use, together with all trading names, registered names, know-how and processes used by the Company in carrying out its activities; "the Inverness Premises" means the premises known as and forming Unit 12, Block 2, Lotland Trading Estate, Inverness (otherwise known as 21 Henderson Road, Inverness) as more particularly described in the Inverness Lease; 5

"the Inverness Lease" means the lease between MacGregor Properties Limited and the Company dated 10 August and registered in the Books of Council and Session on 10 September both months 2004; "Last Accounting Date" means 31 December 2003, namely the last accounting reference date of the Company for which audited accounts have been prepared SAVE THAT at Completion the final draft unaudited accounts (subject only to a pensions disclosure note) or, if available, the audited accounts of the Company for the period to 31 December 2004 will be provided to the Buyer at which point the Last Accounting Date shall mean 31 December 2004; "Leasehold Premises" means the Scottish Leasehold Premises, the Edinburgh Premises and the Manchester Premises; "Loss" means all losses, costs, expenses, penalties and any other damage of whatever nature, including all professional and advisory fees; "Management Accounts" means the last available monthly management accounts of the Company prior to Completion; "Material Adverse Change" means any event, fact, deed, action or circumstance of whatsoever nature which, individually or in the aggregate, (i) fundamentally affects or endangers the Company, its operation or profitability, such as, but not limited to, (a) the loss of one or several Material Contracts except if such loss results from the normal expiry of such Material Contract or the customer's decision not renew the Material Contract at its expiry date, (b) the loss of the Vehicles fleet, (c) the loss of the Premises, (d) any material condition imposed by an administrative or judicial authority with a view to the closing of this Agreement; or which (ii) fundamentally affects or endangers the due fulfilment by the Seller of any of its obligations under this Agreement, such as any insolvency proceedings affecting the Seller; or a material difference of an adverse nature in the assets or liabilities of the Company as from the Date of this Agreement to the date of Completion as derived from the draft unaudited or audited accounts (as the case may be) of the Company for the period ended 31 December 2004 or the Management Accounts; "Material Contracts" have the meaning given to them in Clause 7.17.2; "Monitoring Trustee" means the trustee monitoring the compliance of the merging parties, Group 4 Falck A/S and Securicor plc, with their commitments under the European Commission's ruling of 28th May 2004; "Parties" means collectively the Seller and the Buyer and "Party" means one or other of the aforesaid; "Purchase Price" means the sum of EUR 2,000,000 (Two Million Euros); 6

"RBS Contract" means the contract between the Company and The Royal Bank of Scotland plc dated 1 July 1996 as amended pursuant to the latest addendum dated 1 September 2004; "Rented Vehicles" means the vehicles over which the Company has possession by virtue of leases with or without an option to purchase; "Sale Shares" means 2 Ordinary Shares of (pound)1 each and 1,900,000 6 per cent Redeemable Preference Shares of 1 each comprising the whole of the issued share capital of the Company (a Sale Share being one of the Sale Shares) at Completion; "Schedule" means each Schedule to this Agreement, and "Schedules" means all and every Schedule; "the Scottish Leasehold Premises" means (1) Yard A; (2) Yard G; (3) the Inverness Premises; and (4) the Dumbarton Road Premises; "Seller" has the meaning given to it above; "Seller's Group Affiliate" means an entity directly or indirectly controlled by the Seller or which directly or indirectly controls the Seller or which is directly or indirectly controlled by one or several undertakings controlled by the Seller, and "control" means in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate, and "Seller's Group Affiliates" means all of such affiliates of the Seller; "Shares" means the Sale Shares; "Taxes" or "Impositions" means all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions or levies for which the Company is liable under all laws applicable to it, whatever the basis for recovering the fee or the entity responsible for recovering such fee and generally all additional amounts imposed with respect to the foregoing, including all interest, fines, penalties, and other charges relating to it, and including any transferee or secondary liability in respect of the foregoing (whether by law, contractual agreement or otherwise); "Tax Regulations" means all legislation with respect to Taxes as well as any applicable regulation or other official pronouncement of the applicable rules in a country having taxing jurisdiction over the Company, as well as any 7

international treaty (including directives, regulations or other applicable treaties in the relevant country), and any other binding authority applicable in a taxing jurisdiction; "Transactions" means the sale by the Seller to the Buyer of the Sale Shares pursuant to this Agreement and the sale by Securicor International BV to Brink's Luxembourg SA of the whole of the issued share capital of Securicor Luxembourg SA pursuant to an agreement of even date with this Agreement; "Transitional Services" means the services (including use of equipment) to be provided by the Seller or a Seller's Group Affiliate to the Company pursuant to Clause 8.5.2; "Vehicles" means the vehicles owned by the Company. "Yard A" means the yard area located in the Barclay Curle Complex at 739 South Street, Glasgow known as and forming Yard A; "Yard A Licence" means the basis upon which the Company occupies Yard A; "Yard G" means the yard area located in the Barclay Curle Complex at 739 South Street, Glasgow known as and forming Yard G; "Yard G Licence" means the basis upon which the Company occupies Yard G. 1.2 Clause and schedule headings do not affect the interpretation of this agreement. 1.3 A person includes a corporate or unincorporated body. 1.4 Words in the singular include the plural and in the plural include the singular. 1.5 A reference to one gender includes a reference to the other gender. 1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. SECTION I - SALE AND PURCHASE ----------------------------- 2. SALE AND PURCHASE OF SALE SHARES -------------------------------- 2.1 Subject to the provisions of Clause 6, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, the Sale Shares at Completion. 8

2.2 At Completion the Seller owns and will transfer to the Buyer the Sale Shares with full title guarantee, free of any Encumbrance. 2.3 At Completion, the Buyer will have the retrospective right in respect of the period following the Last Accounting Date to all dividends, interim dividends and other distributions payable in respect of the Sale Shares in respect of the period since the Last Accounting Date (other than a dividend required in order to ensure that the Company is cash free in accordance with Clause 2.4), and will benefit from any subscription and allocation rights attached to the Sale Shares from this same date. 2.4 At Completion, the Company shall be cash free and shall be free from inter company loans, bank or other third party loans or finance (save for lease agreements or finance in the ordinary course of business) and lines of credit. At Completion the Company shall also be free from any obligation, including contingent obligations, to the Seller and any Seller's Group Affiliate, including without limitation any such obligations to make payment for or repayments of payments received in respect of Group Relief (as defined in Section 402 Income and Corporation Taxes Act 1988). 3. PURCHASE PRICE AND CLAW BACKS FROM THE PURCHASE PRICE ----------------------------------------------------- 3.1 It has been agreed that the Sale Shares will be transferred to the Buyer in consideration for a sum equal to the Purchase Price, in other words, the total sum of EUR 2,000,000 (Two Million Euros). 3.2 On Completion the Buyer shall pay the Purchase Price by means of a transfer into the following bank account: Account Name : Group 4 Securicor plc Account Number : 76962522 Bank : Barclays Bank plc Fleet Street London EC4 Sort Code : 20-30-19 SWIFT : BARCGB22 IBAN : GB36BARC20301976962522 9

3.3 If the Company is not successful in entering into a new contract with The Royal Bank of Scotland plc by 31 December 2005 ("the Tender") (other than as a result of the Company being in breach of the RBS Contract following Completion), then the Seller shall repay to the Buyer (upon notice from the Buyer of the Tender being unsuccessful) by way of a reduction of the Purchase Price: 3.3.1 the sum of (euro)500,000 in the event that the Seller or a Seller's Group Affiliate should win the Tender; 3.3.2 the sum of (euro)250,000 in the event that the Tender is awarded to a third party other than a Buyer's Group Affiliate. 4. PRE & POST COMPLETION OBLIGATIONS --------------------------------- 4.1 Notification to Authorities The Seller shall forthwith after the date of execution of this Agreement notify this Agreement to the European Commission requesting Clearance prior to the date of Completion. 4.2 Cash and Coin Inventory 4.2.1 On the Date of Completion, but immediately preceding Completion, a joint inspection team composed of representatives of the Seller and the Buyer will, in a process to be jointly agreed prior to Completion ("the Reconciliation Process"), conduct a physical count of the total cash and coin inventory (to include any overage account) maintained by the Company and will compare the result of the physical count referred to in this Clause 4.2.1 (the "Physical Inventory") with sum of all individual Customers' Account balances announced to the relevant Customers on the Date of Completion pursuant to Clause 4.2.2 (the "Administrative Inventory"). Any discrepancy between the Physical Inventory and the Administrative Inventory will be agreed by the joint inspection team but no payment will be made by the Buyer to the Seller, or vice versa, in respect of such discrepancy except in accordance with Clause 4.2.3. 4.2.2 On the date of Completion, the Company shall inform each of its customers, where relevant, of its Customer's Account balance and other inventory held by the Company on behalf of such customer and request that the customer confirm its Customer Account balance to the Company. 4.2.3 If following completion of the Reconciliation Process there is any claim by a customer with respect to such customer's account balance as referred to in Clause 4.2.1, then that claim shall be the sole responsibility of the Seller. The Seller shall indemnify and hold harmless the Buyer from and against any liabilities resulting from such claims by customers, provided, however, that neither the Buyer, nor the Seller, nor the Company shall settle nor agree to settle or 10

compromise any such claim, without the other's consent (which consent shall not be unreasonably withheld or delayed) In the event of any such claim by a customer, the Seller shall have full and unrestricted access to the relevant documents and records of the Company and the Buyer shall procure that the relevant employees shall provide reasonable assistance to the Seller in order to investigate the customer's complaint. The Seller shall only be liable to indemnify the Buyer under this Clause 4.2.3 if, and to the extent that, the aggregate of all claims brought under this Clause 4.2.3 exceeds the amount of any overage account held by the Company at Completion. The amount of the overage will be clearly shown in any schedules comprising the Reconciliation Process on Completion. 4.2.4 In respect of the period prior to Completion, the Buyer shall have no obligation and no responsibility for the Customers Accounts and the Seller shall hold the Buyer harmless from all complaints, claims and suits of customers with respect to such Customer Accounts in respect of such period. 4.2.5 Any claims made by customers relating to Losses incurred following Completion will be the sole responsibility of the Buyer. 4.3 Meeting with RBS Immediately upon receiving permission from the Monitoring Trustee the Seller shall procure that a meeting takes place, in a process and manner approved by the Monitoring Trustee, when Fiona Burke shall introduce the Buyer to The Royal Bank of Scotland plc as the Seller's favoured purchaser of the Sale Shares. 4.4 Scottish Midland Claim In the event that the sum of (pound)4,000 to be provided in the Company's Management Accounts for February as referred to in Schedule 3 is not paid by the Company to Scottish Midland by Completion, any claim by Scottish Midland in respect of the subject matter of such provision shall be dealt with in accordance with the provisions of Clause 4.2.3, notwithstanding such provision. 5. COMPLETION AND POST COMPLETION EVENTS ------------------------------------- 5.1 Date and location of Completion 11

5.1.1 Subject to the provisions of Clauses 6.1, and 6.2, Completion will take place within two weeks from the date upon which Clearance is obtained, such Completion to take place on such date within that period as the Buyer and Seller agree, or failing such agreement, to take place on the fourteenth day following the date of such Clearance, such date being a Business Day or, if such day is not a Business Day, the first Business Day following the expiry of the fourteen day period, 5.1.2 Completion will take place at the London offices of Eversheds, or in any other location agreed to in writing between the Buyer and the Seller. 5.2 Operation of Completion 5.2.1 At Completion, the Seller shall give to the Buyer: (a) The share certificates in respect of the Sale Shares; (b) The statutory registers of the Company showing the transfer of the Sale Shares; (c) The resignation letter of Bernard Whiddon Smith from the Board of Directors of the Company; (d) a duly executed transfer transferring the Sale Shares to the Buyer; and (e) the following documents in respect of the Manchester Premises (as defined in Schedule 1: (i) Lease (unbound) relating to Unit 1 Littler's Point, Second Avenue, Trafford Park, Greater Manchester dated 15th October 1998 made between Crankshaft Limited (1) and Konica Business Machines (UK) Limited (2); (ii) Agreement for Assignment of Lease relating to Unit 1 Littler's Point, Second Avenue, Trafford Park, Greater Manchester dated 21st March 2000 made between Konica Business Machines (UK) Limited (1) and Group 4 Total Security Limited (2); (iii) Licence to Assign and Deed of Variation dated 28th April 2000 made between Crankshaft Limited (1) Konica Business Machines (UK) Limited (2) and Group 4 Total Security Limited (3); (iv) Assignment relating to Unit 1 Littler's Point, Second Avenue, Trafford Park, Greater Manchester dated 28th April 2000 made between Konica Business Machines (UK) Limited (1) and Group 4 Total Security Limited (2); (v) Receipted Notice of Assignment dated 4th May 2000; 12

(vi) Licence to carry out works relating to Unit 1 Littler's Point, Trafford Park, Greater Manchester dated 28th April 2000 made between Crankshaft Limited (1) and Group 4 Total Security Limited (2); (vii) Licence to carry out works relating to Unit 1 Littler's Point, Trafford Park, Greater Manchester dated 28th August 2001 made between Crankshaft Limited (1) and Group 4 Total Security Limited (2); (viii) Copy letter from Matthews & Goodman Property Advisors to Group 4 Total Security Limited dated 24 September 2003 regarding proposed review of lease rent together with receipted copy; (ix) Copy letter from Matthews & Goodman Property Advisors to Group 4 Total Security Limited dated 11 February 2004 regarding proposed review of lease rent; and (x) Copy invoice from Crankshaft Limited in respect of Service Charge and Rent from 29 September 2004 - 24 December 2004. (f) the following documents in respect of the Edinburgh Premises (as defined in Schedule 1: (i) Copy Lease between Legal and General Assurance (Pensions Management) Limited and The Burton Group Public Limited Company registered in the Books of Council and Session on 16th December 1983; (ii) Copy Rent Review Memorandum between Legal and General Assurance Society Limited and The Burton Group Public Limited registered in the Books of Council and Session on 30th August 1993; (iii) Copy Minute of Variation between Scottish Metropolitan Property PLC, The Burton Group Public Limited Company and EDI (Industrial) Limited registered in the Books of Council and Session on 24th February 1998; (iv) Copy Assignation by The Burton Group Public Limited Company and Burton Group Properties Limited in favour of Debenhams Retail plc dated 12th December 1997 and registered in the Books of Council and Session on 15th January 1998; (v) Copy Assignation by Debenhams Retail plc in favour of Group 4 Total Security Limited registered in the Books of Council and Session on 8th September 1998; 13

(vi) Copy Letter of Consent to Assignation from McGrigor Donald on behalf of The Scottish Metropolitan Property plc addressed to Brodies dated 28th July 1998; (vii) Copy Letter from McGrigor Donald on behalf of The Scottish Metropolitan Property plc accepting the terms of EDI (industrial) Limited's consent to assignation addressed to Shepherd & Wedderburn dated 28 July 1998; (viii) Copy Lease betweenThe City of Edinburgh District Council and Melville, Dundas & Whitson Limited recorded in the Division of the General Register of Sasines applicable to the County of Midlothian on 27th February 1980 and also registered in the Books of Council and Session for preservation execution on 16th July 1982; (ix) Copy Assignation by Melville, Dundas & Whitson in favour of Legal and General Assurance (Pensions Management) Limited recorded in the said Division of the General Register of Sasines on 9th January 1981; (x) Copy Minute of Amendment of Lease between The City of Edinburgh Council and Legal and General Assurance Society Limited recorded in the said Division of the General Register of Sasines on 15th December 1992; (xi) Copy Assignation by Legal and General Assurance Society Limited in favour of Scottish Metropolitan Property PLC recorded in the said Division of the General Register of Sasines on 9th September 1994; (xii) Copy Letter from CB Richard Ellis addressed to Group Four Total Security Limited dated 28 May 2004 enclosing copy Schedule of Dilapidations on behalf of Meadowfield Investments Limited dated 10th May 2004; (xiii) Copy Letter from CB Richard Ellis addressed Stephen Armitage of Dunlop Heywood Lorenz dated 17 December 2004 enclosing copy Schedule of Dilapidations on behalf of Meadowfield Investments Limited dated 14th December 2004; and 14

(xiv) Copy Letter from Stephen Armitage addressed to A McFarlane of DM Hall & Son dated 24th December 2004. (g) the following documents in respect of Yard A: Copy Licence to Occupy between CNC Regis Limited in favour of Group 4 containing incomplete designation of "the Tenant" apparently signed on behalf of Group 4 Falck, not witnessed or signed on behalf of the Landlord. The Licence to Occupy does not identify the property. (h) the following documents in respect of Yard G: Copy Licence to Occupy between CNC Regis Limited in favour of Group 4 containing incomplete designation of "the Tenant" apparently signed on behalf of Group 4 Falck, not witnessed or signed on behalf of the Landlord. The Licence to Occupy does not identify the property. (i) the following documents in respect of the Inverness Premises: Copy Lease comprising Missives of Let by T.S.H. Burns & Son on behalf of MacGregor Properties Limited addressed to McClure Naismith on behalf of Group 4 Falck Cash Services UK Limited registered in the Books of Council and Session on 10th September 2004. (j) the following documents in respect of the Dumbarton Road Premises: (i) Copy Land Certificate Title Number GLA100684; (ii) Copy Lease between The Corporation of the City of Glasgow and Factoryguards Limited recorded in the Division of the General Register of Sasines applicable to the County of the Barony and Regality of Glasgow on 6th October 1971; (iii) Copy letter of intimation addressed to City Estates Surveyor dated 30th July 1993; (iv) Copy letter addressed to Bird Semple Fyfe Ireland acknowledging receipt dated 4th August 1993; (v) Copy Licence by Group 4 Cash-In-Transit (Scotland) Limited in favour of The University Court of the University of Glasgow signed but undated; and 15

(vi) Miscellaneous consents as detailed in the Inventory annexed thereto by Brodies to McClure Naismith dated 13th July 1998. 5.2.2 At Completion the Seller shall provide to the Buyer evidence of: (a) repayment of, or instructions given to bankers for the repayment of, the Company's overdraft to Barclays Bank plc; and (b) discharge of any inter-group liabilities owing to and/or from the Company, by means of the production of a funds flow chart, a copy of which will have been shown to the Buyer in advance of Completion for consultation. 5.2.3 At Completion the Buyer shall transfer the Purchase Price to the Seller in accordance with Clause 3.2. 5.3 The Seller will provide the Completion Statement to the Buyer within two weeks of Completion. 5.4 The Buyer and the Seller shall, as from Completion, comply with the provisions of Schedule 1. 5.5 Following Completion the Company will procure for the Seller the production of a VAT return in respect of the Company's business prepared to cover the period since the last filed VAT return and up until the date of Completion. The Parties acknowledge that such VAT return can only be prepared with the provision of the Transitional Services by the Seller. 6. CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE ----------------------------------------------- 6.1 This Agreement, including but not limited to the provisions of Clause 8.3, shall automatically terminate without liability on the part of the Buyer or the Seller on the earlier of: 6.1.1 the date that a formal decision is given by the European Commission that Clearance will not be given; 6.1.2 subject to any extension of time agreed between the Buyer and the Seller, on 30 June 2005 if Clearance has not been obtained by that date; 6.1.3 the termination of either of the Transactions pursuant to Clause 6.2. of the relevant sale agreement; SAVE THAT the confidentiality provisions contained in the Confidentiality Agreement shall continue in full force and effect. 16

6.2 The Buyer and the Seller will have the option upon giving the other written notice not to purchase or sell (as the case may be) the Sale Shares if prior to Completion: (a) there has been a decision from a legal or administrative authority prohibiting or modifying the acquisition of the Sale Shares or imposing conditions on the Transactions in such a way as to make such Transactions materially more onerous or restrictive; (b) the Seller or the Buyer (as the case may be) has not complied with its obligations under this Agreement; (c) the representations and warranties of the Seller or the Buyer (as the case may be) contained in this Agreement or the content of the Schedules are incorrect or incomplete in such a way as to cause significant detriment to the Buyer or the Seller as the case may be, save for events having occurred in the ordinary course of business; (d) the information contained in the Schedules changes in such a way as to cause significant detriment to the Buyer or the Seller as the case may be, other than for reasons within the ordinary course of business; or (e) a Material Adverse Change has occurred between the date of this Agreement and the Date of Completion. 6.3 The Seller and the Buyer shall use all reasonable endeavours (so far as lies within their respective powers) to procure that Clearance is obtained as soon as practicable and in any event no later than : (a) 6pm (CET) on 30th June 2005; or (b) at such later time and date as may be agreed in writing by the Seller and the Buyer 6.4 The Buyer and the Seller shall co-operate fully in all actions necessary to procure the Clearance including, but not limited to, the provision by all Parties of all information reasonably necessary to make any notification or filing or as requested by an relevant authority, keeping all parties informed of the progress of any notification or filing and providing such assistance as may reasonably be required. 17

Section II - Warranties And Representations ------------------------------------------- 7. WARRANTIES AND REPRESENTATIONS OF THE SELLER -------------------------------------------- The Seller warrants and represents that at the date of this Agreement as well as at Completion, the warranties and representations set out in this Clause 7 and the information set out in the Schedules including the Disclosure Schedule are true and complete except as qualified by any matter fairly disclosed in the Disclosure Schedule. 7.1 Capacity of the Seller 7.1.1 The Seller has full capacity to enter into this Agreement, to perform its obligations under this Agreement and to benefit from the rights contained herein. 7.1.2 The Seller has not been and is not subject to any reorganisation, bankruptcy or liquidation procedure and there are no grounds for making the Seller subject to such procedure. 7.1.3 There exists no consent, authorisation or judicial decision which is necessary for the Seller to execute and to perform its obligations under this Agreement and which has not yet been obtained. 7.1.4 This Agreement validly binds the Seller in accordance with its terms. 7.2 Incorporation of the Company 7.2.1 The Company has been duly incorporated and a copy of its current Memorandum and Articles of Association are attached in Schedule 4. 7.2.2 The Company operates in accordance with the laws and regulations which are applicable to it. The statutory registers of the Company have been and are regularly maintained and are true and accurate. 7.3 Share capital 7.3.1 The Seller is the sole shareholder in the Company. 7.3.2 The Sale Shares make up all of the issued share capital of the Company. The Sale Shares are freely transferable and are the only moveable financial assets issued by the Company. The Sale Shares have never been quoted on any regulated or non-regulated stock exchange. 7.3.3 The Sale Shares are free from all Encumbrances. 7.3.4 There is no agreement or contract in respect of the Sale Shares binding the Seller. 18

7.4 Participation - Profit sharing agreements 7.4.1 The Company is not and has never been the owner of any direct or indirect interest of whatever amount in any subsidiary or any other company 7.4.2 The Company is not bound nor has it undertaken to be bound by any contract or agreement seeking to share all or part of its profits with any third party. 7.5 Accounts 7.5.1 The Accounts of the Company as at the Last Accounting Date, set out in Schedule 5 or as substituted by the Accounts provided to the Buyer by the Seller prior to Completion, have been prepared in accordance with the Accounting Methods and Principles and are in accordance with those methods and principles used by the Company to date. The Accounts are true and accurate and give a fair view of the financial situation and of the assets and liabilities of the Company as at the Last Accounting Date as well as the operating result for the financial period to which they relate. 7.5.2 The Management Accounts have been prepared in good faith and with due diligence in accordance with the same accounting policies adopted in the preparation of the Accounts and on bases and principles which are consistent with those used in the preparation of previous management accounts of the Company. 7.6 Liabilities 7.6.1 All the material liabilities of the Company, whether or not contingent, are duly reflected in the Accounts and/or the Completion Statement and are adequately provided for. 7.6.2 The Company has not granted any security, charge, guarantee, encumbrance or letter of comfort for the performance of contractual undertakings either by third parties or by the Company or by the Seller or one of the Seller's Group Affiliates. 7.6.3 The Seller and/or the Seller's Group Affiliates have not given any security, charge, guarantee, pledge for the performance of any of the undertakings of the Company. 7.6.4 There exist no material off-balance sheet liabilities other than those listed in Schedule 6. 19

7.7 Personnel and corporate officers of the Company 7.7.1 The list of employees and officers of the Company set out in Schedule 7 contains true and complete details of their age, seniority, and job title as the case may be, as well as their remuneration (including all bonuses and benefits in kind). All amounts due or accrued for all remuneration of any kind relating to employees and corporate officers, as well as former employees, of the Company have been calculated and paid in due time in conformity with their respective contract of employment and with any other applicable legal and tax rules. The Company has no debt or liability whatsoever towards the employees. Except for any increase rendered mandatory pursuant to any collective agreement or an employment agreement, the Company is under no obligation to increase the current rates of remuneration or grant any bonus or any benefit to any of its employees at any future date. 7.7.2 Schedule 8 defines for the Company the applicable collective agreements and details in respect of the Company and for each distinct entity: (a) The collective agreements and the applicable internal agreements; (b) The systems of remuneration including bonuses, commissions, and benefits in kind in favour of all personnel or certain categories of salaried employees; (c) Profit sharing or share option agreements; (d) The customs and practices giving rise to supplementary collective benefits and those arising out of law or the collective agreements. There is no pension, pre-retirement, post-retirement or profit sharing scheme, life insurance policy, medical insurance scheme or any other contract for the benefit of any of the Company's employees other than as set forth in Schedule 9. 7.7.3 Set out in Schedule 10 for the Company are true and complete copies of: (a) contracts of employment of all employees; (b) All undertakings, other than those contained in the agreements referred to in (a) above, given to employees concerning supplementary benefits and those provided for by law or collective agreements in relation to notices, termination of redundancy payments or other similar undertakings. 20

The terms and conditions of the work contracts binding the Company to its employees comply with the legal and regulatory provisions and the collective agreements applying to the Company and, consequently, do not contain any provision contrary to the usual legal dispositions or customary practices, in particular, but not limited to, any retirement or departure benefits. 7.7.4 The Company has at all times completely and faithfully complied with all applicable employment laws, including but not limited to the statutory requirements relating to trade unions. 7.7.5 The corporate officers or managers of the Company do not benefit from any employment contract, service contract with the Company or from any particular benefit given by the Company. Similarly, no corporate agent has collected any remuneration on behalf of the Company. 7.7.6 Schedule 11 sets out the current litigation in relation to employees and details the parties who are subject to such proceedings, the subject-matter of the litigation, the stage of the proceedings, the sums claimed from the Company as well as the amount of the provision made in good faith for such proceedings in the Accounts. The Company is not liable to make any payment to any of its employees or any former employee for damages or compensation for loss of office or employment or for redundancy or dismissal. There are no employee disputes (including without limitation, any grievances or arbitration) or strikes, existing or - to the best of the knowledge of Seller - threatened adversely affecting or potentially affecting the financial situation or operations of the Company. 7.7.7 All employees are qualified and trained to exercise the activities they have been employed for and have obtained all the authorisations, permits and licenses necessary to exercise such activities. These authorisations, permits and licenses are in full force and effect and the activities of the Company are carried out in accordance with such authorisations, permits and licenses. Schedule 12 contains a complete list of the employee authorisations and permits. 7.8 Manchester and Edinburgh Premises 21

For the purposes of this Clause 7 "Premises" shall mean the Manchester Premises and the Edinburgh Premises both of which have the meaning as set out In Schedule 1. 7.8.1 The particulars of the Premises shown in Schedule 1 are true, complete and accurate. 7.8.2 G4TS have a good and m arketable title to the Premises for the estate or interest stated in Schedule 1. 7.8.3 The title deeds to the Premises are in G4TS's possession free from any Encumbrance. Rights enjoyed with the Premises 7.8.4 So far as the Company and G4TS are aware, there are appurtenant to the Premises all rights and reasonably necessary for its present use and enjoyment. 7.8.5 The Company is in occupation of the whole of the Premises and no other person or corporate body other than G4TS has any right (actual or contingent) to possession or occupation of the Premises, or any interest in it. 7.8.6 The use of the Premises as stated in the Lease corresponds as to the use to which it is in fact put, Matters affecting the Premises 7.8.7 So far as the Company and G4TS are aware, without having made investigations of any third party or other corporate or statutory body in relation to the same, the Manchester Premises are not affected by any of the following matters: 7.8.7.1 any matter which conflicts with the present use of the Premises, or which would otherwise restrict its continued possession and enjoyment, for the purposes set out in the respective leases; 7.8.7.2 any outstanding breach or alleged breach of covenant or obligation or of any other restriction or condition, or any dispute or complaint within the three years prior to the date of this Agreement, whether actual or threatened; 7.8.7.3 any outstanding notice, order, demand, resolution, proposal, complaint or requirement issued or made, or to the knowledge of the Company intended to be issued or made, by any local or other competent authority or body. 22

7.8.8 So far as the Company and G4TS are aware, without having made investigations of any third party or other corporate or statutory body in relation to the same, there are no closing, demolition or clearance orders, enforcement notices or stop notices affecting the Premises nor, to the best of the G4TS's knowledge, information and belief, are there any circumstances likely to lead to any being made. 7.8.9 There are no disputes with any adjoining or neighbouring owners with respect to boundary walls and fences or with respect to any easement, right or means of access to the Premises. Outgoings 7.8.10 The Premises are not subject to any outgoings (other than uniform business rates, water charges and other standard payments to the relevant water company and, in the case of leasehold property, rent, service charge and insurance premiums under the lease) whether of a periodically recurring nature or otherwise, and whether payable by the owner or occupier of the Premises. Compliance with statutes and planning obligations 7.8.11 G4TS has received no notices of breach and is not aware of any breach of the permitted user pursuant to current planning legislation in respect of the use of the Premises. 7.9 Scottish Leasehold Premises 7.9.1 (a) The particulars of the Scottish Leasehold Premises shown in Clause 1 are true, complete and accurate. (b) The Company has a good and marketable title to the Scottish Leasehold Premises for the estate or interest stated in Clause 1. (c) The title deeds to the Scottish Leasehold Premises are in the Company's possession free from any Encumbrance. (d) Save for the Edinburgh Premises and the Manchester Premises, the Company does not own, is not in occupation of and is not entitled to any estate or interest in any heritable or leasehold property other than the Scottish Leasehold Premises. The Company is not party to any uncompleted agreement to acquire or dispose of any heritable, freehold or leasehold property. 23

(e) Except in relation to the Scottish Leasehold Premises, the Company has no liability (whether actual, potential or contingent) in relation to any heritable or leasehold property and in particular the Company has never assumed any liability under a lease (whether as landlord, tenant, guarantor or otherwise) other than any leases stated in Clause 1. 7.9.2 Rights enjoyed with the Scottish Leasehold Premises So far as the Company is aware, there are appurtenant to the Scottish Leasehold Premises all rights and servitudes necessary for its present use and enjoyment. 7.9.3 Occupation and use of the Scottish Leasehold Premises (a) Except for any leases, tenancies or other rights of occupation to which the Scottish Leasehold Premises are subject, as stated in Schedule 1, the Company is in occupation of the whole of the Scottish Leasehold Premises and no other person has any right (actual or contingent) to possession or occupation of the Scottish Leasehold Premises, or any interest in it. (b) The use of the Scottish Leasehold Premises as stated in the appropriate leases corresponds to the use to which it is in fact put. 7.9.4 Matters affecting the Scottish Leasehold Premises (a) So far as the Company is aware, without having made investigations of any third party or other corporate or statutory body in relation to the same, the Scottish Leasehold Premises, are not affected by any of the following matters: (i) any matter which conflicts with the present use of the Scottish Leasehold Premises, or which would otherwise restrict its continued possession and enjoyment, for the purposes set out in the appropriate leases; (ii) any outstanding breach or alleged breach of covenant or obligation or of any other restriction or condition, or any dispute or complaint within the three years prior to the date of this Agreement, whether actual or threatened which has not been remedied; 24

(iii) any outstanding notice, order, demand, resolution, proposal, complaint or requirement issued or made, or to the knowledge of the Company intended to be issued or made, by any local or other competent authority or body; (b) So far as the Company is aware, without having made investigations of any third party or other corporate or statutory body in relation to the same, there are no demolition or clearance orders, enforcement notices or stop notices affecting the Scottish Leasehold Premises nor, to the best of the Company's knowledge, information and belief, are there any circumstances likely to lead to any being made. (c) There are no disputes with any adjoining or neighbouring owners with respect to boundary walls and fences or with respect to any servitude, right or means of access to the Scottish Leasehold Premises. 7.9.5 Outgoings The Scottish Leasehold Premises are not subject to any outgoings (other than uniform business rates, water charges and other standard payments to the relevant water company and, in the case of leasehold property, rent, service charge and insurance premiums under the lease) whether of a periodically recurring nature or otherwise, and whether payable by the owner or occupier of the Scottish Leasehold Premises. 7.9.6 Compliance with statutes and planning obligations The Company has received no notices of breach and is not aware of any breach of the permitted user pursuant to current planning legislation in respect of the use of the Scottish Leasehold Premises. 7.10 Assets The Company has good title to all the Assets used in its activities except those Assets which it uses and which are subject to lease or hire. The Assets are free from any Encumbrance or third party rights. None of the assets which are either rented or leased by the Company have been repossessed by their owners and the Company has committed no breach which would allow the owner of the said assets to repossess them. 7.11 Vehicles The Company has good title to all the Vehicles (listed in Schedule 14) used in its activities except the Rented Vehicles (listed in Schedule 15) which it uses and which are subject to lease or hire. The Vehicles and the Rented Vehicles are free from any Encumbrance or third party rights. 25

The Vehicles listed in Schedules 14 and 15 are in good state of maintenance and repair, taking into consideration usual wear and tear and have passed their MOT (if relevant). None of the Vehicles which are either rented or leased by the Company have been repossessed by their owners and the Company has committed no breach which would allow the owner of the said Vehicles to repossess them. 7.12 Intellectual property rights 7.12.1 Subject to the licences referred to in Clause 7.11.3 the Company is without restriction the legitimate owner of the Intellectual Property Rights that it uses in carrying out its activities. A list of Intellectual Property Rights indicating their place of registration is set out in Schedule 16. These registrations are valid and enforceable and the Seller has no knowledge of any matter which could lead to such Intellectual Property Rights being the subject of opposition. 7.12.2 The Company does not use any Intellectual Property Right belonging to third parties and has never been informed of any claim in this respect. 7.12.3 The Company has not given to any third party any licence or other authorisation to use the Intellectual Property Rights and has never been informed of any use by a third party of such rights. 7.12.4 The Company benefits from licences in respect of the Intellectual Property Rights set out in Schedule 17. These licences are valid, have been validly granted to the Company and the Company has complied with all its obligations in this respect. The Company has not granted any sub-licence. 7.12.5 The Company is entitled to use without payment all material know how and other material technical information used by it in connection with its business or businesses and all information concerning the methods and processes used by the Company, and no rights to disclosure or use of any material know how or material technical information used by the Company has been granted to or claimed by any third party. 7.12.6 None of the processes, products of the Company, know how or technical or other information used by the Company infringes, to the best of the Seller's knowledge and belief, any intellectual property or any right of any other person, relating in particular to intellectual property, or involves the unlicensed use of confidential information disclosed to the Company by any person in circumstances which might entitle that person to make a claim against the Company. 26

7.12.7 There are no outstanding claims against the Company for infringement of any intellectual property or of any rights relating to it used (or which has been used) by the Company and no such claims have been settled by the giving of any undertakings which remain in force. The Company has not received any actual or threatened claim that any of the Intellectual Property Rights is invalid. 7.12.8 Confidential information, including know-how and trade secrets used by the Company are kept strictly confidential. The Company has not disclosed any of its confidential information to any other person save where a legally binding and of full force and effect confidentiality agreement in respect of such disclosure is in place. The Seller and the Company are not aware of any such confidentiality having been breached. 7.12.9 Schedule 18 details the computer software used by the Company and sets out, whether such computer software belongs to the Company or whether the Company has a licence in respect of it. The Company has not granted a licence to any third party in respect of the computer software belonging to it and it has no knowledge of any use of such computer software by any third party. The Company does not use without authorisation, computer software belonging to third parties and has not been informed of any claim in this respect. 7.12.10 The computer software owned by the Company or in respect of which the Company has been granted a license is sufficient and appropriate to enable the Company to exercise its present activities. 7.12.11 So far as the Seller is aware disaster recovery plans are in effect and are adequate to ensure that the computer hardware, computer software and/or data can be replaced or substituted without material disruption to the business of the Company. 7.12.12 So far as the Seller is aware the Company has adequate procedures to ensure internal and external security of the computer hardware, computer software and data, including (without limitation) procedures for preventing unauthorised access, preventing the introduction of a virus, taking and storing on-site and off-site back-up copies of the computer software and data. 27

7.12.13 The computer hardware and the computer software have not in the period of 12 months immediately prior to Completion been unduly interrupted or hindered the running or operation of the Company's business. 7.13 Insurance 7.13.1 The Company has at all times maintained insurance coverage of a type and level reasonably appropriate to the businesses carried out by it in respect of, in particular but not limited to, its Assets and Vehicles, whether owned or rented, Leasehold Premises, activities and operations. 7.13.2 Schedule 19 lists the insurance policies entered into by the Company and which will be available after the Completion together with the insurance policies entered into by the Company and which will not be available after Completion. 7.13.3 These policies extend to all risks which have to be or are normally insured against in respect of the activities carried out by the Company, and more particularly all loss of opportunity or any other liability resulting from the products. 7.13.4 Schedule 20 sets out the incidents for the previous three (3) accounting periods in respect of which the Company has made claims under the policies set out in Schedule 19 together with the amount of payments made under such policies. 7.13.5 The Company is up-to-date with the payment of its premiums in respect of the policies mentioned in Schedule 19 and has complied with all formalities and contractual clauses contained in such policies; the Company has not been informed by the insurance companies concerned of their intention to increase the premiums, or to terminate the policies or not to renew them. 7.14 Environment 7.14.1 The Company has complied with and is not in violation of the UK legislation in place in relation to environmental matters in respect of protection of the environment and nature, waste, water, soil and sub-soil pollution, storing, labelling, packaging and transport of hazardous, radioactive or carcinogenic materials, substances, preparations and products. 7.14.2 To the Seller's and the Company's knowledge there are no hazardous materials contained in the soil, groundwater or buildings of the Leasehold Premises which could lead to a danger, material disadvantage, nuisance to individuals or the public or otherwise requiring instantly to be removed or otherwise cured pursuant to any presently existing mandatory law or any existing or threatened governmental or municipal order. 28

7.15 Litigation 7.15.1 The Company is not subject to any claim from third parties, contentious or non-contentious, in respect of any default in performance of its obligations resulting from contracts, agreements or undertakings signed by it. 7.15.2 The Company is not subject to any litigation, legal proceedings, investigation or administrative proceedings or arbitration, and there is no fact or event which suggests that such proceedings may arise. 7.15.3 The Company is not, and has not been, parties to or concerned by any agreement, decision or practice by Article 81 of the Treaty of Rome, nor is it abusing nor has it abused, a dominant position as prohibited by Article 82 of the Treaty of Rome. 7.16 Customers and suppliers 7.16.1 Schedule 21 contains a list of the twenty (20) main customers of the Company. 7.16.2 Schedule 22 contains a list of the top five (5) suppliers of the Company. 7.17 Contracts 7.17.1 Schedule 23 contains a list of the contracts entered into by the Company: (a) with its customers and involving an amount of seventy thousand pounds ((pound)70,000) or more per annum; (b) with its suppliers and involving an amount of thirty-five thousand pounds ((pound)35,000) or more per annum. 7.17.2 The Contracts referred to in Clause 7.17.1 (the "Material Contracts") are sufficiently legally documented to enable the Company to exercise its rights thereunder. The Material Contracts are in full force and effect and are not subject to any contentious or non-contentious claim. The Company has complied with its contractual obligations and the Seller has no knowledge of any event which may exist which may give rise to termination or render the contracts void or which may authorise a third party to demand prompt payment or give rise to any liability on the part of the Company or its officers or employees. 29

7.17.3 Neither the execution of this Agreement nor the performance of the Agreement contemplated herein will violate or conflict with the constitutional documents of the Company, or violate or constitute a default under any material contract, agreement, mortgage, or other instrument or order, judgement or ruling of any governmental authority to which the Company is a party or to which any of its property is bound. 7.17.4 There exists no contract or undertaking containing a termination clause or a prompt payment clause or a modification to the provisions in the event of a change of owner of the Company. 7.18 Tax Regulations 7.18.1 The Company has paid all Taxes owing under any Tax Regulations (whether or not reflected on any tax return), and has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other party, and has collected and paid all Taxes required to have been collected and paid in connection with amounts charged to customers or other parties, and adequate provisions have been made in the Accounts for all future Taxation relating to the period before Completion. For purposes of determining whether adequate provisions have been made in the Accounts, Tax items shall be apportioned between pre-Completion activities and post-Completion activities based upon a closing of the books and records of the Company as of Completion (or, if an actual closing is not feasible, on an equitable pro forma basis that has a comparable economic result to the result that would have been obtained had an actual closing occurred). 7.18.2 The Company has satisfied all filing requirements for tax returns or other declarations required by the Tax Regulations in the form required within the necessary time limit. 7.18.3 The Company has complied with all applicable Tax Regulations of the UK. 7.18.4 The Company is not subject to any current or proposed tax examination, enquiry or investigation in relation to Taxes and the Company is not aware, directly or indirectly, of any tax examination, enquiry or investigation in respect of Taxes or any enquiry instigated by an administrative authority leading, or likely to lead to the payment of a Tax or an assessment of any Tax . The Company has not received any notice of assessment which remains to be discharged, nor has it otherwise been informed (in writing or orally) by any administrative authority of its intention to issue any assessment whatsoever. The Company is not and does not expect to be involved in any dispute relating to Tax. 30

7.18.5 The Company has not entered into any agreement, transaction, arrangement, or scheme which might be reassessed, rejected or re-qualified on the grounds that the Company has attempted to evade, circumvent or reduce its Tax obligations or that of another person. 7.18.6 The Company has not entered into any agreement, transaction, arrangement, or scheme or obtained any concession, allowance or abatement in respect of a Tax, with any administrative or political authority whatsoever that is not based on a strict application of the Tax Regulations. 7.18.7 The Company is incorporated under the laws of England and Wales and has always been exclusively resident in Scotland and England for the purpose of Taxes, and has no permanent establishments or other taxable presence for the purpose of or as defined by Tax Regulations, in any country outside of Scotland and England. 7.18.8 The Company maintains its accounts and records for a minimum period of 7 years. 7.18.9 No liens for Taxes are imposed upon the Company's assets. 7.18.10 There are no outstanding rulings of, or requests for rulings with, any taxing authority addressed to the Company that are, or if issued would be, binding upon the Company for any period following Completion. 7.18.11 The Company has not agreed to the extension of time with respect to the filing of any tax return or other declaration, the payment of any Taxes, or any limitation period regarding the assessment or collection of any Taxes. 7.18.12 No item of income or gain reported for Tax purposes in any pre-Completion tax period will be required to be included in taxable income for any post-Completion tax period. 7.18.13 The Company has not within the period of six years ending on the date of this Agreement paid or become liable to pay any penalty, fine, surcharge or interest in connection with any Tax. 7.18.14 The amount of Tax chargeable on the Company during any accounting period ending on or within the six years before Completion has not depended on any concessions, agreements or other formal or informal arrangements with any taxing authority. 7.18.15 All applications for clearance or consent by the Company or on its behalf or affecting the Company has been made and obtained on the basis of full and accurate disclosure to the relevant taxing authority of all relevant material facts and considerations; and for any 31

transaction for which clearance or consent was required, such clearance or consent and the relevant transaction was carried into effect only in accordance with the terms of the relevant clearance or consent. 7.18.16 The Company has filed all requests, forms and applications to get a Tax refund, a Tax reduction, credit for Taxes paid or accrued, input tax relief, tax loss carry forwards or any other Tax benefit in a timely manner. 7.18.17 No liability to national insurance contributions or obligation to account for income tax could fall on the Company as a result of a chargeable event (within the meaning of Part 7 Income Tax (Earnings and Pensions) Act 2003) before, at or after Completion in respect of securities and interests in securities made available or securities options granted to an employee or director prior to Completion and no share incentive scheme in which employees or directors of the Company participate has been established by the Company, the Seller or any Seller's Group Affiliate. 7.18.18 The Company is not, nor will it become, liable to pay, or make reimbursement or indemnity in respect of, any Taxes (or amounts corresponding to any Taxes) payable by or chargeable on or attributable to any other person, whether in consequence of the failure by that person to discharge that Tax within any specified period or otherwise, where such Tax relates to a profit, income or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur (whether wholly or partly) on or prior to Completion. 7.18.19 The Company does not own any asset which, as a result of the sale of the Shares pursuant to this Agreement, will give rise to a charge under section 179 Taxation of Chargeable Gains Act 1992. 7.18.20 The Company has not claimed relief from stamp duty or stamp duty land tax in circumstances where such relief could be withdrawn (whether by reason of the sale of the Shares under this Agreement or otherwise). 7.18.21 The Company has not entered into any group payment arrangements under the provisions of section 36 Finance Act 1998. 7.18.22 The Company has not undertaken, or agreed to undertake, any transaction or made any provision which is otherwise than on fully arm's length terms and there are no circumstances which could cause any taxation authority to make or require to be made any adjustment to the terms on which such transactions are or such provision is treated as taking place. Documentation is available to demonstrate the criteria taken into account in determining arm's length terms for transactions to the extent required by law. 32

7.19 Bank accounts, delegations of power, etc. 7.19.1 Schedule 24 lists the bank accounts and safety deposits in the name of the Company and sets out the authorised signatories as well as the required conditions, in particular in relation to joint signatories, for the operation of the accounts and access to the safety deposits. 7.19.2 Schedule 25 contains a list of all nominated signatories, delegations of power, proxies and authorisations of whatever nature and form granted by the Company to any person for other purposes than the operation of bank accounts. 7.20 Authorisations and other permits The Company has all the Authorisations necessary to exercise its present activities. These Authorisations are in full force and effect and the activities of the Company are carried out in accordance with such authorisations and permits. 7.21 Effect of the transfer of the Sale Shares The transfer of the Sale Shares to the Buyer will not affect in an adverse way the legal situation of the Company and will have no effect on the rights and obligations of the Company in respect of any person; in particular, the transfer of the Sale Shares will not give rise to any event of default or termination of any of the contracts to which the Company is a party. 7.22 Material adverse change Since the Last Accounting Date: (a) There has been no distribution to shareholders, nor any depreciation, increase or reduction in capital in the respect of the Company; (b) No undertaking or obligation has been entered into which is outside the usual business of the Company or has been entered into in unusual circumstances; (c) The activities of the Company have been carried out in the ordinary and normal course of business in such a way as to ensure their continuity; (d) The Company has not amended the Accounting Methods and Principles and has not revalued any assets, nor written-off any debt in excess of five thousand pounds ((pound)5,000). 33

7.23 Representations, Warranties and Schedules true and correct The representations and warranties contained herein, as well as the Schedules attached, are true, exact and complete as of the date of this Agreement. There is no undisclosed fact, agreement or document which, if it had been disclosed, would be reasonably expected to have caused the Buyer not to enter into this Agreement or to enter into this Agreement on materially different terms. 8. OTHER OBLIGATIONS OF THE SELLER ------------------------------- 8.1 Management of the Company up to Completion 8.1.1 The Seller warrants and represents that from the Date of this Agreement until Completion: (a) No decision will be taken by the Company which affects or could affect in a material and adverse way the financial assets and liabilities the situation or the profitability of the Company; (b) No decision on the declaration or payment of dividends or any other distribution to shareholders, nor any depreciation, increase or reduction in capital will be taken in respect of the Company; (c) No undertaking or obligation will be entered into outside the usual business of the Company or subject to unusual conditions; (d) The activities of the Company will be managed in the ordinary and normal course of business and in such a way as to ensure its continuity; (e) The Company will use its commercially reasonable efforts to preserve its relationship with its customers, suppliers and others having a business relationship with the Company; (f) The Company will not modify in any way the Accounting Methods and Principles and will not revalue any assets, nor write-off any debt. 8.1.2 Without limitation to the general character of Clause 8.1.1 above, the following decisions will require the prior written consent of the Buyer but so long as such consent is given, will not constitute a breach of Clause 8.1.1 provided that the Buyer may not unreasonably withhold such consent if the Seller demonstrates that such decision is necessary to ensure the full viability, marketability or competitiveness of the Company: 34

(a) A single payment exceeding in total (pound)35,000 (thirty-five thousand pounds), with the exception of reimbursements previously made by the Seller and of which the Buyer is aware and payments in respect of salaried employees, Taxes and rents; (b) The granting of, or application by the Company for a loan, credit or monetary facility; (c) The granting of, or application by the Company for a guarantee, charge, pledge or other encumbrance and the execution of any letter of intent or letter of comfort; (d) The entering into of any agreement with corporate officers or employees of the Company and any increase in remuneration not imposed by law or a contract in force at the date of this Agreement, as well as the granting of any benefit whatsoever; (e) The recruitment of all salaried employees having a gross annual remuneration in excess of (pound)21,000 (twenty one thousand pounds), or the negotiation of any agreement whatsoever in relation to collective agreements of employees of the Company; (f) Salary increases of employees having a gross annual remuneration in excess of (pound)21,000 (twenty-one thousand pounds); (g) The entering into new employment contracts that would have a material impact or materially modify the terms and conditions of the current employment agreements; (h) The launching of new activities or new products; (i) The entering into of all contracts in excess of a sum of (pound)35,000 (thirty-five thousand pounds) or with a fixed duration exceeding twelve (12) months; (j) The termination by the Company of all contracts in excess of a sum of (pound)21,000 (twenty-one thousand pounds)or with a fixed duration exceeding twelve (12) months; (k) All changes in the activity or in the Memorandum or Articles of Association of the Company; and (l) Transfer of any assets of the Company. 35

8.1.3 From the date of this Agreement until the Date of Completion, the Seller will notify the Buyer (i) of any emergency or material change in the normal conduct of the Company and (ii) of the threat or the initiation of any litigation against the Company, and will keep Buyer fully informed of developments with respect to such events and afford Buyer's representatives full access to all materials in its possession relating thereto. 8.2 Situation at Completion 8.2.1 The Seller warrants that all the representations and warranties contained in Clause 7 and the information set out in the Schedules including the Disclosure Schedule will, be true and complete at Completion as if such representations and warranties had been given and granted as that date. 8.2.2 The Seller may update the Schedules of this Agreement in order to take into account changes arising prior to Completion or matters in relation to which the Buyer has given its consent. The Seller shall notify the Buyer of all changes to the Schedules and wherever reasonably practicable the changes to the Schedules shall be made and notified to the Buyer at least 48 hours prior to Completion. 8.3 Non-competition, non-solicitation and confidentiality undertaking 8.3.1 Except as provided in Clause 8.4.2 or as compelled by law or legal authority, with effect from the Date of this Agreement and for a period of three years from the date of Completion, the Seller undertakes that neither the Seller nor Seller's Group Affiliates for whom the Seller is responsible, shall at any time directly or indirectly by themselves or in conjunction with any other party or venture, unless first authorised by the Buyer in writing, utilize or disclose to any third party any commercial secret, know-how or confidential information belonging to the Company or its activities. Notwithstanding the foregoing, save as compelled by law or legal authority, in no circumstances may such information be utilised or disclosed for a period of 6 months following Completion. 8.3.2 From the Date of this Agreement and for a period of six months from the date of Completion, the Seller undertakes that neither the Seller nor the Sellers' Group Affiliates for whom it is responsible, shall at any time directly or indirectly by themselves or in conjunction with any other party or venture, canvass or solicit orders for the supply of services substantially similar to or otherwise competing with those supplied by the Company as at Completion in the normal course of business from any person who was a customer of the Company as at 28 May 2004 or is a customer at the date of Completion, or induce or seek to induce any such person to cease being a customer of the Company. 36

8.3.3 From the Date of this Agreement and for a period of two years from the date of Completion, the Seller undertakes that neither the Seller nor the Sellers' Group Affiliates for whom it is responsible, shall at any time directly or indirectly by themselves or in conjunction with any other party or venture, solicit any of the employees of the Company whose names are listed below to leave their present or future functions within the Company or employ directly or indirectly such employees. The employees in respect of whom these provisions apply are: o Fiona Burke o Denise McNeill o Ken Barnes o Malcolm Young o Carol Moloney o Claire Peck 8.4 Undertaking of exclusivity 8.4.1 Except as provided in Clause 8.4.2 the Seller undertakes neither to transfer Sale Shares to a third party, nor to grant any third party any rights over the Sale Shares nor to take any steps nor to engage in any negotiation in relation to acquiring any interest in the capital of the Company, nor take any action, whether directly or indirectly, with the intention of impeding or preventing the Buyer from purchasing the Sale Shares, until Completion, or until termination of this Agreement. 8.4.2 It is understood that the Seller shall not be precluded from advancing discussions with prospective alternative buyers of the Company provided however that the Seller shall: (i) enter into all necessary and appropriate legally binding confidentiality undertakings with all such other prospective alternative buyers; (ii) fully coordinate all discussions with, and hold such discussions only with, the Monitoring Trustee approval. Any action or disclosure of information shall be limited to what the the Monitoring Trustee deems permissible, with a view to: 37

(a) ensuring that no information is provided that is commercially sensitive or that could endanger the viability and stability of the Business; and (b) preserving the current and future competitiveness of the Business; (iii) inform all alternative buyers of the fact that the Seller has entered into a legally binding and confidential agreement for the sale of the Shares to the Buyer, subject only to EU Commission approval. Accordingly, all prospective alternative buyers shall be made specifically aware that their engagement in the sale process is only as an alternative in the event that the Transactions with the Buyer fail to close; (iv) be precluded from providing prospective alternative buyers access to management and employees of the Company and Company site visits; (v) not develop or discuss any potential transaction with an alternative buyer beyond a stage that could reasonably be characterised as preliminary drafting based on the first draft Sale and Purchase Agreement provided initially to the Buyer. For the avoidance of doubt, no final documents shall be agreed or exchanged, regardless of whether or not they are legally binding. (vi) together with the Buyer, use their respective best endeavours to coordinate and promptly take any action that is deemed reasonably necessary or advisable by the parties to facilitate the EU Commission approval of the Seller's submission and request for approval of this Transaction; and (vii) refer prospective alternative buyers only to Graham Foster and S0ren Lundsberg-Nielsen both of G4S plc, who shall be the only authorised individuals to deal with any prospective alternative buyers. 8.5 Transitional period and services 8.5.1 The Company shall be authorised, subject to its entering into a trade mark licence in the form set out in Schedule 26, during a maximum period of six months from the date of Completion, to continue to use all patents, trademarks, service marks, trade names, logos, company names, designs and models, know-how, copyrights and industrial property rights which are currently registered in the name of the Company or used by the Company, including the stationery and uniforms, but only in the same manner and for the same purposes as they were used prior to the date of Completion 38

For the avoidance of doubt, no other rights whatsoever are granted to the Company or the Buyer in respect of the names "Securicor", "Group 4" "Group 4 Falck" or "Falck" or any associated trademarks. 8.5.2 The Seller has committed to provide the Company with necessary and adequate transitional services for up to 6 months post Completion as reasonably requested by the Buyer and reasonably sufficient to enable the Company to be fully functional in relation to its business as conducted prior to Completion. The Buyer will use its best efforts to make the transition as short as possible and cease the use of the services as soon as possible within the 6 month period. The outline of the main services currently being provided to the Company is specified in Document 18 referred to in Schedule 2, Part (b). Prior to Completion the parties will use their best efforts to develop and agree a comprehensive Transitional Services Agreement ("TSA") specifying the services to a degree necessary for the practical implementation of the services. The transitional services shall be provided by the Seller at no cost to the Buyer or the Company. 8.5.2.1 The Seller shall provide the following transitional services to the Company: (a) Collect, compile, analyse and present the monthly management accounts consistent with past practice, subject to the information being provided by the Company in a timely manner meeting the same reporting deadlines as prior to divestment. (b) Continue to provide management information consistent with past practice and provide the same availability as prior to the divestment. (c) Making available appropriate and agreed procurement and purchasing systems and information and provide necessary and relevant supervision of actual procurement. (d) Making available appropriate and agreed invoicing and credit control systems and information and provide necessary and relevant supervision of actual invoicing and credit control. (e) Making available an appropriate and agreed payroll system and providing the necessary and relevant supervision for the actual handling of the payroll. (f) HR support comprising general advice and guidance, mainly provided by phone and e-mail as a back office hot line service. 39

(g) Contract management comprising general advice and guidance, mainly provided by phone and e-mail as a back office hot line service. (h) Support for supervising and maintaining the IT systems with the aim of preserving the same availability and functionality as pre Completion. Further, necessary support and supervision to facilitate migration of IT systems to be operated on a stand alone basis and/or provide the integration into and connection to the Buyer's IT Systems. (i) To the extent that the Company prior to Completion as part of its ordinary operation was utilising services provided by the Seller or a Seller's Group Affiliate, which is not adequately covered as part of sub-clauses (a) to (h) above, then such additional service shall continue to be provided by Seller as a transitional service consistent with past practice. (j) All equipment utilised by the Company, as part of its ordinary operation prior to Completion shall be deemed as an asset belonging to the Company, regardless of whether the Company has title or other legal entitlement to use such asset, with the effect that the Seller or a Seller's Group Affiliate cannot claim a right to take possession of such equipment. However, should the Seller intend to take possession of any such asset then the Seller shall give the Buyer reasonable prior notice before taking any such action. 8.5.2.2 The Seller shall supply such specified transitional service on the following main conditions: (a) Seller is providing the services at its own cost and shall not invoice any cost to the Buyer or the Company. (b) Seller has the management control over by whom and how such services will be provided. (c) Seller shall not undertake any liabilities for the provision of services or liability for the services or lack of same beyond what liabilities a non-related outsourcing provider would normally be expected to accept to undertake. (d) If Buyer requests service beyond the 6 month period and Seller agrees to provide such service, Seller reserves to do this on an arms length charging basis. 40

9. REPRESENTATIONS AND WARRANTIES OF THE BUYER ------------------------------------------- 9.1 The Buyer represents and warrants to the Seller that the Buyer is a company which is duly incorporated and registered, that it validly exists under the laws of England and Wales, is not in administration proceedings and is not subject to a voluntary liquidation procedure; the Buyer represents and warrants equally that it is not subject to any proceedings whether or not criminal which restricts the Buyer from purchasing the Sale Shares in accordance with the terms of this Agreement and that its directors and other corporate officers are not subject to any criminal proceedings restricting them from exercising the powers or functions they may exercise on behalf of the Buyer. The Buyer represents and warrants that the signing of this Agreement has been duly authorised by its corporate bodies and that this Agreement constitutes for it an agreement which is binding in accordance with its terms. 9.2 In order to ensure full and complete information, the Seller has delivered to the Buyer and its advisors, the documents and information listed in Schedule 27, such documents and information contain legal, financial, accounting and commercial data. It is on the basis of these documents and this information delivered to and reviewed by the Buyer that the Buyer has decided to purchase the Sale Shares in accordance with the terms of this Agreement. It has been expressly agreed between the Parties that the representations and warranties of the Buyer in this Agreement will have no effect on the scope of the representations and warranties of the Seller contained in Clause 7 and, save for the warranty given in Clause 9.3, on the effectiveness of the claims procedures contained in this Agreement and in particular in Clause 10. Only the information contained in this Agreement or in its Schedules attached (as it exists of the Date of this Agreement or which is updated in accordance with Clause 8.2.2 may release the Seller from its liability in accordance with Clause 10. 9.3 The Buyer hereby warrants to the Seller that it has no actual knowledge of a breach of or inconsistency with any of the warranties or representations set out in Clause 7, except for matters set out in the Disclosure Schedule and except for the fact that the Company has historically claimed Industrial Buildings Allowances until 2001; notwithstanding the foregoing, to the extent that this fact may be a breach or inconsistency with any of the warranties and representations, the Buyer would have a claim. 9.4 The Buyer acknowledges that it has not been induced to enter into this Agreement by, nor has it relied upon, anything other than the entirety of this Agreement, including but not limited to the representations and warranties set out in Clause 7. 41

SECTION III - INDEMNIFICATION ----------------------------- 10. INDEMNIFICATION --------------- 10.1 Principle 10.1.1 The Seller undertakes to indemnify the Buyer, or any other person nominated by the Buyer, against: (a) any Loss that the Company or the Buyer may suffer by virtue of a reduction in the value of an item of assets or an increase in the value of an item of liabilities resulting from a liability not being specifically accounted for or insufficient provision being made for it in the Accounts, as long as the cause or origin of this reduction in assets or increase in liabilities arises prior to Completion; (b) any Loss that the Company or the Buyer suffer as a result of any breach, inaccuracy or omission in the representations and warranties contained in Clause 7 or of the non-performance by the Seller of any of its obligations under this Agreement, as long as such Loss has not been indemnified in full by the provisions of Clause 10.1.1 (a) above; (c) any Loss that the Company suffers in respect of Taxes in relation to a period prior to Completion which has not been accounted or provided for in the Accounts; (d) any Loss that the Company suffers in respect of value added tax, whether such Loss arises in respect of matters occurring before or after Completion, where the liability in question relates to supplies made by any company (other than the Company) which is or was a member of the same value added tax group as the Company on or before Completion. 10.1.2 The obligation to indemnify applies as well to all events which occur between the Date of this Agreement and Completion and which have the effect of rendering the representations, warranties and undertakings contained in Section II incorrect or incomplete whether or not the Loss suffered could not be ascertained or was not ascertained until after Completion. 10.1.3 If the Loss to which the provisions of Clause 10.1.1 applies relates to Taxes, the undertaking of the Seller under Clause 10.1.1 to indemnify the Buyer is agreed to be an undertaking to pay to the Buyer an amount equal to the liability to Taxes. 42

10.2 Net Loss The Seller is only liable to indemnify the net Loss. In this respect, the total indemnity under this clause will be calculated taking into account the following factors: (a) If the event which forms the basis of a request for an indemnity for Loss has given rise to the making of a provision in the Accounts, the amount of the indemnifiable Loss will be reduced by the amount of the provision in the Accounts specifically booked to cover such Loss; (b) If the event gives rise to an insurance claim and recovery paid to the Company or to the Buyer, the amount of the Seller's liability shall be reduced by such payment; (c) Any tax adjustment which has the sole effect of transferring an expense or an income from one financial year to the next financial year will only be taken into account in respect of interest and late payment penalties on the transfer of such expenditures or income; (d) All amounts paid by the Seller or the Buyer, as the case may be, under the terms hereof shall be treated to the extent permitted under applicable tax law as adjustments to the Purchase Price for all Tax purposes, and to the extent not so permitted, the amount of any such payment shall be increased to take into account the Tax, if any, resulting from the receipt of such payment. 10.3 Limitations of Liability 10.3.1 The Seller shall not be liable to the Buyer pursuant to Clause 10.1 or for a breach of the warranties or representations set out in Clause 7: 10.3.1.1 to the extent that the claim relates to any matters disclosed in the Disclosure Schedule. 10.3.1.2 to the extent that a claim arises:- (a) wholly or partly from an act or omission occurring at the request of or with the written consent of the Buyer or (on or after the date of Completion) the Company; (b) wholly or partly from an act or omission since the last Accounts Date compelled by law; 43

(c) wholly or partly as a result of any increase in rates of taxation since the Last Accounting Date; (d) wholly or partly as a result of the passing after Completion of an enactment or other government regulation with retrospective effect. 10.3.1.3 to the extent that the subject of the claim: (a) has been or is made good or is otherwise compensated for without cost to the Buyer or the Company; or (b) is or but for this Agreement would be recoverable by the Company by insurance in place at Completion, or would have been so recoverable but for any change in the terms of insurance since the date of Completion. 10.4 Where the Buyer and/or the Company are at any time entitled to recover from some other person any sum in respect of any matter giving rise to a claim under Clause 10.1 or under any of the other provisions of this Agreement the Buyer shall and shall procure that the Company shall undertake all reasonable steps to enforce such a recovery prior to taking any action (other than notifying the Seller of the claim) against the Seller and in the event that the Buyer or the Company shall recover any amount from such other person the amount of the claim against the Seller shall be reduced by the amount recovered PROVIDED THAT (i) the costs and expenses of such action are paid for by the Seller; and (ii) time for bringing a claim against the Seller pursuant to Clauses 12.1 or 12.2 is extended to a period of three months following cessation of such third party claim. 10.5 If the Seller pays at any time to the Buyer or to the Company any amount pursuant to a claim pursuant to Clause 10.1 and the Buyer or the Company subsequently becomes entitled to recover from some other person any sum in respect of any matter giving rise to such claim the Buyer shall procure that the Company shall take all necessary steps to enforce such a recovery and shall forthwith repay to the Seller so much of the amount paid by them to the Buyer or the Company as does not exceed the sum recovered from such other person less all costs, charges and expenses incurred by the Buyer or the Company in recovering that sum from such other person. 44

10.6 The Buyer shall be liable to the Seller in respect of any Loss that the Seller suffers as a result of any breach, inaccuracy or omission in the representations and warranties contained in Clause 9 or of the non-performance by the Buyer of any of its obligations under this Agreement. 10.7 The Buyer accepts that it has a general duty to mitigate its Loss. 11. FLOOR THRESHOLD AND CEILING --------------------------- 11.1 Floor The Seller will only be liable to the Buyer under Clause 9 or Clause 10 if an individual Loss giving rise to a claim under this Agreement exceeds the sum of (pound)7,000 (seven thousand pounds). 11.2 Ceiling The total amount for which the Seller may be liable under this Agreement shall not exceed an amount which is equal to 100% of the Purchase Price. 11.3 Exception The floor and ceiling in this Clause 11 will not apply : (a) in the case of fraudulent or intentional conduct of the Seller in the context of the operations set out in this Agreement; (b) to claims arising from a violation of Clause 7.17 (Tax) of this Agreement; (c) to claims arising from a violation of Clause 7.13 (Environment) of this Agreement, where the ceiling for such claim shall not exceed an amount equal to 50% of the Purchase Price; (d) to claims arising from any customers of the Company alleging a loss or shortfall in the Customer Accounts. (e) in the case of the warranty provided in Clause 7.5.1 where this refers to the Accounts as at 31 December 2004. 12. DURATION OF INDEMNIFICATION --------------------------- 12.1 Requests for Indemnification pursuant to this Agreement in respect to Taxes must be received before the expiration of a period of seven years (save where the relevant limitation period applicable to Taxes is longer than seven years or increased beyond seven years with retrospective effect, in which case such increased period shall be applicable) plus three (3) months, from the date of Completion. 45

12.2 Save as otherwise specifically provided any other requests for indemnification pursuant to this Agreement must be received before the expiration of a period of eighteen (18) months from the Date of Completion. Claims under Clause 8.3 of this Agreement are not subject to this limitation on the period during which such claims may be brought. 12.3 The Buyer shall not lose its right to indemnification at the expiration of the limitation periods referred to above as long as the requests pursuant to this Agreement (or the events which may give rise to a claim) are notified before the expiration of such periods PROVIDED THAT the liability of the Seller for any claim shall absolutely cease (unless the amount payable in respect of a claim has been agreed by the Seller within 6 months of the date of written notice given pursuant to Clause 12.1 or Clause 12.2 (as the case may be)) if legal proceedings have not been instituted in respect of such claim within 6 months of the date of written notice given pursuant to Clause 12.1 or Clause 12.2 (as the case may be)(or such later date as the Buyer and Seller may agree). 13. PENSIONS INDEMNITY ------------------ 13.1 The Seller shall continue to bear full responsibility for the provision of all benefits whatsoever (whether through a group pension scheme or schemes or otherwise) on retirement or death for all employees of the Company in respect of the period to Completion. The Seller shall indemnify the Buyer in full against any costs or expenses incurred by the Buyer or the Company on or from Completion arising from any obligation of the Company, including any failure by the Company to comply with any such obligation, in respect of any arrangement (including any oral promise or any obligation which has developed from custom and practice) for the provision of all benefits on retirement or death in respect of the period to Completion. If the Buyer requests the Seller to provide it with any information which it requires with a view to establishing pension arrangements for the employees of the Company following Completion, the Seller shall, as soon as practicable after such request, provide the Buyer with such of the information requested which it is reasonable for the Buyer to request and which it is practicable for the Seller to provide. 46

13.2 For a period of 6 months following the date of Completion, no notices, invitations and announcements relating to the pension arrangements made available to, or to be made available to, the employees of the Company will be issued by the Buyer or the Seller without the prior written agreement of the other party (such agreement not to be unreasonably withheld or delayed). 13.3 For the avoidance of doubt the indemnity provided for under this Clause 13 shall not be subject to any disclosures, qualifications or limitations (as to time or amount) which are set out in any other provision of this Agreement and in particular in Clauses 10, 11 and 12. 14. NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY --------------------------------------------------- 14.1 Principle 14.1.1 Any event capable of giving rise to an obligation to indemnify must be notified in writing by the Buyer to the Seller forthwith upon the Buyer becoming aware of the same, specifying full details of the reasons for which the Buyer requests indemnification from the Seller as well as the sum of the indemnifiable Loss incurred, if determinable. 14.1.2 Except in the event that written objection is sent by the Seller to the Buyer within two (2) months of the receipt by the Seller of the notification above, and save where a claim is being made against a third party in accordance with Clause 10.4, the indemnification requested shall be considered due and shall give rise to interest accruing after the date of reception by the Seller of the request for indemnity by the Buyer (the interest being payable at the same time as the indemnity). The relevant interest rate shall be 5% per annum. 14.1.3 If on the contrary, the Seller notifies an objection to the Buyer in the time-limits set out above, the dispute shall be settled pursuant to Clause 14.11. 14.2 Third party requests 14.2.1 In the event of any legal or administrative action filed by a third party against the Company as well as of a tax assessment issued against the Company, which would give rise to a request by the Buyer to the Seller, the Buyer or the Company shall give written notice to the Seller as soon as is reasonably practicable following the Company becoming aware of such action. It is expressly understood that any delay by the Buyer or the Company in informing the Seller will only give rise to the payment of damages to the Seller in an amount equal to the loss suffered by the latter, but such limitation of the Buyer's 47

liability shall be applicable only if the Buyer's or the Company's delay in providing notification significantly compromised the Seller's ability to participate in the defence of such action and the Seller was otherwise entitled to participate in the defence under the terms of this Agreement. 14.2.2 In the event the Seller does not notify in writing the Buyer of its intentions in respect of the conduct of the legal action referred to above within 30 (thirty) Working Days of receipt of the notification referred to above, the Seller shall be deemed to have decided not to take part in the defence of the Company against the third party claim. 14.2.3 It is expressly agreed the Buyer shall be authorised to commence any urgent action to defending the Company's interests without consulting the Seller, if the Seller's advice cannot be reasonably obtained considering the nature of the legal action to be conducted and/or the time-limits for response set out by the third party. 14.2.4 In the event of a disagreement on the strategy to be implemented, or if the Seller chooses not to intervene in the defence of the Company, the Company will keep ultimate management of its defence for its own benefit and that of interested parties as is set out above. 14.2.5 Subject to the second sentence of this Clause 14.2.5, the Company shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes imposed upon the Company. In the event an adverse determination would result in the Seller having responsibility for any amount of Taxes, the Seller shall be entitled to participate, through the Buyer or the Company, in that portion of the proceedings relating to the Taxes with respect to which it may incur liability. Neither the Buyer nor the Company shall settle or agree to settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability of the Seller for Taxes, without the Seller's consent (which consent shall not be unreasonably withheld or delayed). Any amended Tax return or claim for Tax refund for any period shall be filed, or caused to be filed, only by the Buyer, who shall not be obligated to make (or cause to be made) such filing. 14.2.6 The Seller on the one hand, and the Buyer and the Company on the other, shall cooperate with each other and with each other's agents in connection with Tax matters related to the Company, including making all relevant Tax information and documents in its possession available to the other party and including in connection with any transfer pricing enquiry. 14.3 Beneficiary of indemnification 48

The obligation to indemnify shall remain in force in the case of any winding up, absorption, contribution or disposal of all or any assets of the Company. SECTION IV - MISCELLANEOUS -------------------------- 15. MISCELLANEOUS ------------- 15.1 Substitution - Transfer and Survival of Warranties and Representations The provisions of Sections II and III will remain in force even though the Company or its assets concerned are assigned or transferred by a Company or the Buyer after Completion, in particular if the Buyer or a Company as part of the transfer gives to the transferee of a Company (or of its assets) representations, warranties or undertakings. 15.2 Entire Agreement and Assignment 15.2.1 This Agreement represents the entire agreement between the Parties as do the provisions of the recitals and the Schedules attached. 15.2.2 This Agreement supersedes and replaces all letters of intent, agreements or other arrangements between the Parties entered into prior to the date of this Agreement. 15.2.3 No Party may assign, or grant any Encumbrance or security interest over, any of its rights under this Agreement. 15.3 Further Assurance Each of the Parties will do, or procure the doing of, all acts and things and execute, or procure the execution of, all documents as the other party reasonably considers necessary to give full effect to the terms of this Agreement. 15.4 Amendments The parties agree that the Agreement shall be amended only in writing such amendment to be signed by the parties or by their duly authorised representatives. Neither Party will be deemed to have waived a right unless expressly specified in accordance with this Agreement. 15.5 Confidentiality 49

This Agreement is confidential between the Parties. Consequently, the Parties agree to keep this Agreement confidential (except for the specific disclosure permitted by Clause 8.4.2 (iii)) and more generally not to disclose any information directly or indirectly in relation to this Agreement, unless the disclosure is required by law or by regulations or in order to preserve its rights. Without prejudice to the generality of this clause, the provisions of the Confidentiality Agreement shall remain in force notwithstanding the execution of this Agreement. 15.6 Announcement 15.6.1 Any announcement or press release in respect of this Agreement or to the content of this Agreement will not be issued without prior mutual written consent between the Buyer and the Seller not to be unreasonably withheld. 15.6.2 If the announcement or the press release is required by law or applicable administrative procedure including, without limitation, any regulation of any stock exchange upon which the shares of any party or any of their respective affiliates are traded, the consent from the other party is not required, it being understood that the existence of said requirement shall be notified to the other party within a reasonable time and the content of such announcement or press release shall be discussed by reference to this Article. 15.7 Notices 15.7.1 All notices required in respect to this Agreement or to the related operations shall be either delivered by hand personally with acknowledgement of receipt or sent by registered mail or special mail; the notice may be faxed on the condition that a confirmatory hard copy is sent by registered mail with acknowledgement of receipt or by special mail (at the latest one business day after the fax). 15.7.2 All notices shall be addressed to the parties at the following addresses: (a) To the Buyer : Brink's Limited Arnold House 36/41 Holywell Lane London EC2A 3LB 50

For the attention of : General Manager Fax n : With a copy to : Brink's, Incorporated 1801 Bayberry Court P O Box 18100 Richmond, VA 23226-8100 U.S.A. For the attention of : Chief Financial Officer Fax n : 001 804 289 9761 and to : Brink's EMEA S.A.S. 15 rue La Fayette 75009 Paris France For the attention of : Vice President Finance Fax n : 00 33 (0) 155 07 99 21 (b) To the Seller : Group 4 Securicor plc The Manor Manor Royal Crawley West Sussex RH10 9UN UK For the attention : Group General Counsel Fax n 44 1293 554500 15.7.3 The Buyer and the Seller will be authorised to amend at any time their relevant address, addressee or fax number above subject to informing the other party in accordance with this Article. 51

15.8 Costs and Expenses 15.8.1 Any registration fees and stamp duties payable on the execution of this Agreement shall be borne by the Buyer. 15.8.2 Each Party shall bear the fees, costs and commissions of its own legal advisers and agents. 15.9 Language The Parties acknowledge that the negotiations have been conducted and the drafts of the Agreement have been written in English. 15.10 Severability Should any provisions of this Agreement be declared invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect. This Agreement may only be amended by a written instrument executed by all the Parties hereto. Therefore the tolerance also reiterated of any defaults or delayed performance of this Agreement shall not be interpreted as a tacit revocation of the provisions hereto. 15.11 Implementation and survival on Completion 15.11.1 The Parties agree to provide any information and documents required for the performance of this Agreement and to sign this Agreement. 15.11.2 This Agreement (other than obligations that have already been fully performed) remains in force after Completion. 15.12 Applicable law and settlement of disputes and Third Parties 15.12.1 This Agreement shall be governed and construed in accordance with the law of England and Wales. 15.12.2 The Parties hereby submit to the non-exclusive jurisdiction of the English Courts. 52

15.12.3 Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement provided that this does not affect any right or remedy of the third party which exists or is available apart from that Act. 15.13 Counterparts This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document. 53

This Agreement has been made in London, executed and signed in as many original copies as there are parties, at the date mentioned at the beginning of this Agreement. /s/ Soren Lundsberg Nielsen /s/ B. Dumoulin - ----------------------------------- ------------------------------- Group 4 Securitas Holdings Limited Brink's Limited By: S0ren Lundsberg-Nielsen By: Bernard Dumoulin Capacity: Authorised under Power of Capacity: Authorised Signatory Attorney 54

EXHIBIT 10(bb) February 2, 2005 ------------------------------ SHARE TRANSFER AGREEMENT ------------------------------ BETWEEN GROUP 4 SECURICOR HOLDINGS LIMITED SECURICOR INTERNATIONAL BV AND BRINK'S LUXEMBOURG S.A. AND BRINK'S, INCORPORATED

CONTENT ------- 1. DEFINITIONS AND INTERPRETATION............................................4 2. SALE AND PURCHASE OF SALE SHARES..........................................8 3. PURCHASE PRICE............................................................9 4. PRE-COMPLETION ACTIONS....................................................9 5. COMPLETION...............................................................11 6. CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE..........................12 7. WARRANTIES AND REPRESENTATIONS OF THE WARRANTORS.........................13 8. OTHER OBLIGATIONS OF THE WARRANTORS......................................28 9. REPRESENTATIONS AND WARRANTIES OF THE BUYER..............................33 10. INDEMNIFICATION..........................................................34 11. FLOOR THRESHOLD AND CEILING..............................................37 12. DURATION OF INDEMNIFICATION..............................................38 13. NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY......................39 14. MISCELLANEOUS............................................................41 2

SHARE TRANSFER AGREEMENT ------------------------ This agreement is made on February 2, 2005 BETWEEN: 1. Group 4 Securicor Holdings Limited, with an authorised share capital of (pound)50,000,000 - (divided into ordinary shares of 5 pence each all of which such authorised shares have been issued) - registered in England and Wales under number 05026978, having its registered office at The Manor, Manor Royal, Crawley, West Sussex RH10 9UN, represented by S0ren Lundsberg Nielsen, duly authorised for the purposes hereof by a resolution of the Board of Directors dated 28 January 2005, a copy of which is set forth in Schedule1, (hereinafter "G4S") and 2. Securicor International BV, with an authorised share capital of EUR 90,756.04.- (of which EUR 36,801.58.- has been issued), registered with the Chamber of Commerce of Rotterdam, The Netherlands under the number 33292199, having its registered office at Bovendijk 132, 3045 PC Rotterdam, represented by Nigel Griffiths duly authorised for the purposes hereof by a resolution of the Board of Directors dated 31 January 2005, a copy of which is set forth in Schedule 2, (hereinafter the "Seller") ON THE FIRST HAND AND: 3. Brink's Luxembourg S.A., a societe anonyme with a share capital of EUR 372,000, registered with the Companies and Commercial Registry of Luxembourg under the number B 43.970, having its registered office at Zone Industrielle, L-8287, represented by Mr. Bernard Dumoulin, duly authorised for the purposes hereof by a resolution of the Board of Directors dated 31 January 2005 , a copy of which is set forth in Schedule 3, (hereinafter the "Buyer") and 4. Brink's, Incorporated, a company organised under the laws of the State of Delaware with its principle office at 1801 Bayberry Court, Richmond, VA 23226, USA and represented by Mrs. Mari Jo Flanagan, Vice President and Secretary, as indicated in the officer's certificate delivered by Elizabeth C. Restivo, Assistant Secretary, dated 24 January 2005, a copy of which is set forth in Schedule 4, (hereinafter "BI"). ON THE SECOND HAND 3

WHEREAS: (A) The share capital of the Company is divided into 23,000.- shares of EUR 24.79.- each, all of which are owned by the Seller. (B) The Seller is a Subsidiary of G4S. (C) The principal activity of the Company and its Subsidiary is the provision of security services. (D) The Seller has agreed to transfer its shareholding in the Company in accordance with the conditions and with the giving of the warranties and undertakings set out below, which for the Buyer, have an essential and determining influence on its undertaking to purchase the Company. IT IS HEREBY AGREED AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION ------------------------------ 1.1 Definitions In this Agreement: "Accounts" means the annual accounts (balance sheets, profit and loss accounts and annexes) of each of the Companies as at 30 September 2004; "Accounting Methods and Principles" means the generally accepted accounting methods and principles in Luxembourg or such other international body as is appropriate; "Agreement" means this document and the Schedules hereto; "Assets" means the raw materials, assets, movable goods, installations and equipment used by the Companies in the carrying out of their activities including those assets specified in the Seller's commitments to the Europe Commission; "Authorisations" means all authorisations, licences, permits, certificates, approvals or other documents delivered to the Companies, by an administrative authority or any other authority or by a professional entity set-up in one of the countries where the Companies carry on their activities or are owners of assets at any given time; "Business Day" means a day other than a Saturday or Sunday or public holiday in Luxembourg; "Buyer" has the meaning given to it above; "Clauses" means the clauses of this Agreement; 4

"Clearance" means the formal confirmation by the European Commission that the Transactions fulfil the obligations of Group 4 Falck A/S and Securicor plc, pursuant to their written commitments to the European Commission dated 28 May 2004, to enter into final binding sale and purchase agreements for the sale of the Securicor Luxembourg Divestment Business and the UK CIT Divestment Business, as such terms are defined in the said commitments; "Companies" means the Company and the Subsidiaries or any one of them according to the context; "Company" means Securicor Luxembourg S.A. registered in Luxembourg under Number B10427; "Completion" means completion of the transfer of the Sale Shares in accordance with Clause 5; "Completion Statement" means a statement showing the turnover and profit or loss, for the period from the Last Accounting Date to Completion and the assets and liabilities of the Companies as at Completion in the same format as the current "monthly reporting pack" produced by the Companies in the ordinary course of their business, such Completion Statement being prepared in accordance with Accounting Methods and Principles and with all available supporting documents; "Confidentiality Agreement" means the confidentiality agreement dated 2 September 2004 between G4S and Brink's EMEA S.A.S; "Customers' Accounts" means all customer funds held by the Company/ies immediately prior to Completion; "Date of this Agreement" means the date on which this Agreement is signed; "Disclosure Schedule" means the Seller's disclosures to the warranties and representations set out in Schedule 6; "Encumbrance" means all liens, sureties, interest, charges, restrictions, options, promises or third party right or interest; "G4S plc" means Group 4 Securicor plc; "Intellectual Property Rights" means trademarks, patents, designs, models and author's rights and generally all the rights giving their owner the exclusive rights of use, together with all trading names, registered names, know-how and processes used by the Companies in the carrying out of their activities; "Last Accounting Date" means 30 September 2004, the financial year end of the Accounts; 5

"Loss" means all losses, costs, expenses, penalties and any other damage of whatever nature, including all professional and advisory fees; "Management Accounts" means the last available monthly management accounts of the Company prior to Completion; "Material Adverse Change" means any event, fact, deed, action or circumstance of whatsoever nature which, individually or in the aggregate, (i) fundamentally affects or endangers the Companies, their operation or profitability, such as, but not limited to, (a) the loss of one or several Material Contracts except if such loss results from the normal expiry or the customer's decision not renew the Material Contract at its expiry date, (b) the loss of the Vehicles fleet, (c) the loss of the Premises, (d) any material condition imposed by an administrative or judicial authority with a view to the closing of this Agreement; or which (ii) fundamentally affects or endangers the due fulfilment by the Warrantors of any of their obligations under this Agreement, such as any insolvency proceedings affecting the Warrantors; or a material difference of an adverse nature in the assets or liabilities of the Companies as from the Date of this Agreement to the date of Completion as found in the Management Accounts. "Material Contracts" have the meaning given to them in Clause 7.16.2; "Monitoring Trustee" means the trustee monitoring the compliance of the merging parties, Group 4 Falck A/S and Securicor plc, with their commitments under the European Commission's ruling of 28th May 2004; "Parties" means collectively G4S, the Seller, the Buyer and BI, and "Party" means one or the other of the aforesaid; "Premises" means the premises over which the Companies have possession by virtue of real property leases with an option to purchase; "Purchase Price" means the sum of EUR 27,500,000 (Twenty Seven Million Five Hundred Thousand Euros); "Real Property" means the buildings owned by the Companies; "Rented Premises" means the premises over which the Companies have possession by virtue of leases; "Rented Vehicles" means the vehicles over which the Companies have possession by virtue of leases with or without an option to purchase; "Sale Shares" means 23,000.-. shares comprising the whole of the share capital of the Company (a Sale Share being one of the Sale Shares); 6

"Schedule" means each Schedule to this Agreement, and "Schedules" means all and every Schedule; "Seller" has the meaning given to it above; "Shares" means the Sale Shares and the Subsidiaries' Securities; "Subsidiaries" means the subsidiary company or companies, as the context requires, directly or indirectly controlled by the Company and which are more fully described in Schedule 7, the term "control" being construed in accordance with article 309 (1) of the Company Law of 10th August, 1915 on commercial companies as amended; "Subsidiaries' Securities" means the securities comprising all or part, accordingly, of the share capital of the Subsidiaries and which are held directly or indirectly by the Company; "Taxes" or "Impositions" means all direct or indirect taxes including, without limitation, income, gross receipts, capital gains, net worth, capital duty, franchise, property, value added, employment, and withholding taxes, stamp or registration duties, fiscal, contributions, customs and excise duties, licence fees and social security contributions, for which the Companies are liable under all laws and regulations applicable to them, whatever the basis for recovering the fee or the entity responsible for recovering such fee and generally all additional amounts imposed with respect to the foregoing, including all interest, fines, penalties, and other charges relating to it, and including any transferee or secondary liability in respect of the foregoing (whether by law, contractual agreement or otherwise); "Tax Regulations" means all legislation with respect to Taxes as well as any applicable regulation or other official pronouncement of the applicable rules in a country having taxing jurisdiction over the Companies, as well as any international treaty (including directives, regulations or other applicable treaties in the relevant country), and any other binding authority applicable in a taxing jurisdiction; "Transactions" means the sale by the Seller to the Buyer of the Sale Shares pursuant to this Agreement and the sale by Group 4 Securitas Holdings Limited to Brink's Limited of the whole of the issued share capital of Group 4 Falck Cash Services UK Limited pursuant to an agreement of even date with this Agreement; "Vehicles" means the vehicles owned by the Companies; "Warrantors" means G4S and the Seller. "Warrantors' Group Affiliate" means an entity directly or indirectly controlled by the Warrantors or which directly or indirectly controls the Warrantors or which is directly or indirectly controlled by one or several undertakings controlled by the Warrantors, and "control" is to be construed in accordance with article 309 (1) of the Law of 10th August, 1915 on commercial companies as amended and "Warrantors' Group Affiliates" means all of such affiliates of the Warrantors; 7

1.2 Clause and schedule headings do not affect the interpretation of this Agreement. 1.3 A person includes a corporate or unincorporated body. 1.4 Words in the singular include the plural and in the plural include the singular. 1.5 A reference to one gender includes a reference to the other gender. 1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. SECTION I - SALE AND PURCHASE ----------------------------- 2. SALE AND PURCHASE OF SALE SHARES -------------------------------- 2.1 Subject to the provisions of Clause 6, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, the Sale Shares at Completion. 2.2 At Completion the Seller owns and will transfer to the Buyer with full title guarantee, the Sale Shares, free of any Encumbrance. 2.3 At Completion, the Buyer will have the retrospective right in respect of the period following the Last Accounting Date to all dividends, interim dividends and other distributions payable in respect of the Sale Shares in respect of the period since the Last Accounting Date (other than any dividend required in order to ensure that the Companies are cash free in accordance with Clause 2.4), and will benefit from subscription and allocation rights attached to the Sale Shares from this same date. For the avoidance of doubt the Buyer shall have no right to the dividend paid in 2004 in respect of the financial year ended 30 September 2004. 8

2.4 At Completion, the Companies shall be cash free and shall be free from inter company loans, bank or other third party loans or finance (save for lease agreements or finance in the ordinary course of business) and lines of credit. 3. PURCHASE PRICE -------------- 3.1 It has been agreed that the Sale Shares will be transferred to the Buyer in consideration for a sum equal to the Purchase Price, in other words, the total sum of EUR 27,500,000 (Twenty Seven Million Five Hundred Thousand Euros). 3.2 The Buyer shall pay the Purchase Price by means of a transfer into the following bank account: Account Name : Group 4 Securicor plc Account Number: 76962522 Bank : Barclays Bank plc Fleet Street London EC4 Sort Code : 20-30-19 SWIFT : BARCGB22 IBAN : GB36BARC20301976962522 4. PRE-COMPLETION ACTIONS ---------------------- 4.1 Notification to Authorities The Seller shall forthwith after the date of execution of this Agreement notify this Agreement to the European Commission requesting Clearance prior to the Date of Completion. 4.2 Cash and Coin Inventory 4.2.1 On the Date of Completion, but immediately preceding Completion, a joint inspection team composed of representatives of the Seller and the Buyer will, in a process to be jointly agreed prior to Completion ("the Reconciliation Process"), conduct a physical count of the total cash and coin inventory (to include any overage account) maintained by the Company and will compare the result of the physical count 9

referred to in this Clause 4.2.1 (the "Physical Inventory") with sum of all individual Customers' Account balances announced to the relevant Customers on the Date of Completion pursuant to Clause 4.2.2 (the "Administrative Inventory"). Any discrepancy between the Physical Inventory and the Administrative Inventory will be agreed by the joint inspection team but no payment will be made by the Buyer to the Seller, or vice versa, in respect of such discrepancy except in accordance with Clause 4.2.3. 4.2.2 On the date of Completion, the Company shall inform each of its customers, where relevant, of its Customer's Account balance and other inventory held by the Company on behalf of such customer and request that the customer confirm its Customer Account balance to the Company. 4.2.3 If following completion of the Reconciliation Process there is any claim by a customer with respect to such customer's account balance as referred to in Clause 4.2.1, then that claim shall be the sole responsibility f the Seller. The Seller shall indemnify and hold harmless the Buyer from and against any liabilities resulting from such claims by customers, provided, however, that neither the Buyer, nor the Seller, nor the Company shall settle nor agree to settle or compromise any such claim, without the other's consent (which consent shall not be unreasonably withheld or delayed) In the event of any such claim by a customer, the Seller shall have full and unrestricted access to the relevant documents and records of the Company and the Buyer shall procure that the relevant employees shall p rovide reasonable assistance to the Seller in order to investigate the customer's complaint. The Seller shall only be liable to indemnify the Buyer under this Clause 4.2.3 if, and to the extent that, the aggregate of all claims brought under this Clause 4.2.3 exceeds the amount of any overage account held by the Company at Completion. The amount of the overage will be clearly shown in any schedules comprising the Reconciliation Process on Completion. 4.2.4 In respect of the period prior to Completion, the Buyer shall have no obligation and no responsibility for the Customers Accounts and the Seller shall hold the Buyer harmless from all complaints, claims and suits of customers with respect to such Customer Accounts in respect of such period. 4.2.5 Any claims made by customers relating to Losses incurred following Completion will be the sole responsibility of the Buyer. 10

5. COMPLETION ---------- 5.1 Date and location of Completion 5.1.1 Subject to the provisions of Clauses 6.1,and 6.2, Completion will take place within two weeks from the date upon which Clearance is obtained, such Completion to take place on such date within that period as the Buyer and the Seller agree, or failing such agreement, to take place on the fourteenth day following the date of such Clearance, such date being a Business Day or, if such day is not a Business Day, the first Business Day following the expiry of the fourteen day period. 5.1.2 Completion will take place at the offices of the Company, or in any other location agreed to in writing between the Buyer and the Seller. 5.2 Operation of Completion 5.2.1 At Completion, the Seller shall give to the Buyer the shareholders' registers of the Company showing the transfer of the Sale Shares. 5.2.2 At Completion the Seller shall provide to the Buyer evidence of: (a) discharge of any intergroup liabilities owing to and/or from the Company, by means of the production of a funds flow chart, a copy of which will have been shown to the Buyer in advance of Completion for consultation; and (b) evidence of satisfaction of a debt owed to Dexia-BIL. 5.2.3 At Completion, the Buyer shall transfer the Purchase Price to the Seller in accordance with Clause 3.2. 5.2.4 At Completion, the Buyer and the Seller grant a special power of attorney to to an appropriate individual or firm whose name will be notified to the Buyer to update the shareholders' register of the Company and to register the Buyer as shareholder of the Company according to Article 40 of the Company Law dated August 10, 1915 as amended and to Article 1690 of the Civil Code. 5.3 The Seller will provide the Completion Statement to the Buyer within two weeks of Completion. 11

6. CONDITIONS PRECEDENT AND OPTION NOT TO PURCHASE ----------------------------------------------- 6.1 This Agreement, including but not limited to the provisions of Clause 8.3, shall automatically terminate without liability on the part of the Buyer or the Seller on the earliest of : 6.1.1 the date that a formal decision is given by the European Commission that Clearance will not be given; 6.1.2 subject to any extension of time agreed between the Buyer and the Seller, on 30 June 2005 if Clearance has not been obtained by that date; 6.1.3 the termination of either of the Transactions pursuant to Clause 6.2. of the relevant sale agreement; SAVE THAT upon such termination the confidentiality provisions contained in the Confidentiality Agreement shall continue in full force and effect. 6.2 The Buyer and the Seller will have the option upon giving the other written notice not to purchase or sell (as the case may be) the Sale Shares if prior to Completion: (a) there has been a decision from a legal or administrative authority prohibiting or modifying the acquisition of the Sale Shares or imposing conditions on the Transactions in such a way as to make such Transactions materially more onerous or restrictive; (b) the Seller or the Buyer (as the case may be) has not complied with its obligations under this Agreement; (c) the representations and warranties of the Warrantors, the Buyer or BI (as the case may be) contained in this Agreement or the content of the Schedules are incorrect or incomplete in such a way as to cause significant detriment to the Buyer or the Seller as the case may be save for events having occurred in the ordinary course of business; (d) the information contained in the Schedules changes in such a way as to cause significant detriment to the Buyer or the Seller as the case may be other than for reasons within the ordinary course of business; or (e) A Material Adverse Change has occurred between the date of this Agreement and the Date of Completion. 12

6.3 The Seller and the Buyer shall use all reasonable endeavours (so far as lies within their respective powers) to procure that the Clearance is obtained as soon as practicable and in any event: (a) no later than 6.00pm (CET) on 30 June 2005; or (b) at such later time and date as may be agreed in writing by the Seller and the Buyer 6.4 The Buyer and the Seller shall co-operate fully in all actions necessary to procure the Clearance including, but not limited to, the provision by all Parties of all information reasonably necessary to make any notification or filing or as requested by any relevant authority, keeping all parties informed of the progress of any notification or filing and providing such assistance as may reasonably be required. SECTION II - WARRANTIES AND REPRESENTATIONS ------------------------------------------- 7. WARRANTIES AND REPRESENTATIONS OF THE WARRANTORS ------------------------------------------------ The Warrantors warrant and represent that at the Date of this Agreement as well as at Completion the warranties and representations set out in this Clause 7 and the information set out in the Schedules including the Disclosure Schedule are true and complete except as qualified by any matter fairly disclosed in the Disclosure Schedule. 7.1 Capacity of the Warrantors 7.1.1 The Warrantors have full capacity to enter into this Agreement, to perform their obligations under this Agreement and to benefit from the rights contained herein. 7.1.2 The Warrantors have not been and are not subject to any reorganisation ("gestion controlee"), bankruptcy ("faillite") or liquidation procedure and there are no grounds for making the Warrantors subject to such procedure. 7.1.3 There exists no consent, authorisation or judicial decision which is necessary for the Warrantors to execute and to perform its obligations under this Agreement and which has not yet been obtained. 7.1.4 This Agreement validly binds the Warrantors in accordance with its terms. 13

7.2 Incorporation of the Companies 7.2.1 The Companies have been duly incorporated and their by-laws are up-to-date, copies of which are attached in Schedule 9. 7.2.2 The corporate bodies of the Companies operate in accordance with the laws and regulations which are applicable to them and all corporate decisions have been made and published in accordance with applicable regulations. All the registers, books and documents of each of the Companies have been and are regularly maintained and truly and correctly reflect the activities of each of the Companies and the corporate decisions made by each of them to the extent that the regulations and legislation in force require. The documents, notably in relation to accounting matters, and written correspondence, have been maintained by the Companies for a period of at least ten years and are archived in such a way that they can be easily and quickly retrieved, if need be. 7.3 Share capital 7.3.1 An up to date list of the shareholders of each of the Companies as at the date of this Agreement is set out in Schedule 10. 7.3.2 The Sale Shares make up all of the share capital of the Companies. The Sale Shares are freely transferable and are the only moveable financial assets issued by the Company. The Sale Shares have never been quoted on any regulated or non-regulated stock exchange. 7.3.3 The Sale Shares are free from all Encumbrances. 7.3.4 There is no agreement or contract in respect of the Sale Shares binding the shareholders or partners of the Companies. 7.4 Participation - Profit sharing agreements 7.4.1 The Company is the owner of the Subsidiaries. 7.4.2 Except for the Subsidiaries and interests set out in Schedule 11, the Companies are not the owners of any direct or indirect interest of whatever amount in a company or in an entity where the partner's liability is indefinite and have never been partners or shareholders of entities of this nature in respect of which they may still be liable. 7.4.3 The Companies are not bound nor have they undertaken to be bound by any contract or agreement seeking to share all or part of their profits with any third party. 14

7.5 Accounts 7.5.1 The Accounts of the Companies as at the Last Accounting Date, set out in Schedule 12, have been prepared in accordance with the Accounting Methods and Principles and are in accordance with those methods and principles used by the Companies to date. The Accounts are true and accurate and give a fair view of the financial situation and of the assets and liabilities of the Companies as at the Last Accounting Date as well as the operating result for the financial period to which they relate. The Accounts as of 30 September 2004 are certified by the statutory auditors of the Companies notwithstanding the absence of a specific statement of such certification. 7.5.2 The Management Accounts have been prepared in good faith and with due diligence in accordance with the same accounting policies adopted in the preparation of the Accounts and on bases and principles which are consistent with those used in the preparation of previous management accounts of the Company. 7.6 Liabilities 7.6.1 All material liabilities, whether or not contingent, of the Companies are duly reflected in the Accounts and/or the Completion Statement and are adequately provided for. 7.6.2 The Companies have not granted any security, charge, guarantee, encumbrance r letter of comfort for the performance of contractual undertakingseither by third parties or by the Companies or by the Warrantors or one of the Warrantors' Group Affiliates. 7.6.3 The Warrantors and/or the Warrantors' Group Affiliates have not given any security, charge, guarantee, pledge for the performance of any of the undertakings of the Companies. 7.6.4 There exist no material off-balance sheet liabilities other than those listed in Schedule 14. 7.7 Personnel and corporate officers of the Companies 7.7.1 The list of salaried employees and corporate officers of the Companies set out in Schedule 15 contains true and complete details of their age, seniority, category and classification as the case may be, as well as their remuneration (including all bonuses and benefits in kind). 15

All amounts due or accrued for all remuneration of any kind, including but not limited to salary remuneration for over-time work or work performed at night, on Sundays or legal holidays, relating to employees and corporate officers, as well as former employees, of the Companies have been calculated and paid in due time in conformity with their respective contract of employment, collective agreements and with any other applicable legal and tax rules. The Companies have no debt or contingent liability whatsoever towards the employees. Except for any increase rendered mandatory pursuant to any collective agreement or an employment agreement, the Companies are under no obligation to increase the current rates of remuneration or grant any bonus or any advantage to any of its employees at any future date. 7.7.2 Schedule 16 defines for each of the Companies the applicable collective agreements and details in respect of each Company and for each distinct entity: (a) The collective agreements and the applicable internal agreements; (b) The systems of remuneration including bonuses, commissions, and benefits in kind in favour of all personnel or certain categories of salaried employees; (c) Participation agreements, profit sharing and saving-plan agreements; (d) The customs and practices giving rise to supplementary collective benefits and those arising out of law or the collective agreements. There is no pension, pre-retirement, post-retirement or profit sharing scheme, life insurance policy, medical insurance scheme or any other contract for the benefit of any of the Company's employees other than as set forth in Schedule 16. 7.7.3 Set out in Schedule 17 for each of the Companies are true and complete copies of: (a) Standard work contracts of employees; (b) Work contracts of salaried executives; (c) Agreements signed with the salaried employees and corporate officers of the Companies; (d) All undertakings, other than those contained in the agreements referred to in (c) above, given to salaried employees concerning supplementary benefits and those provided for by law or collective agreements in relation to notices, termination of redundancy payments or other similar undertakings. 16

The terms and conditions of the work contracts binding the Companies to their employees comply with the legal and regulatory provisions and the collective agreements (conventions collectives) applying to the Companies and, consequently, do not contain any provision contrary to the usual legal dispositions or customary practices, in particular, but not limited to, any retirement or departure benefits. 7.7.4 The Companies have at all times completely and faithfully complied with all applicable employment laws, including but not limited to the statutory requirements relating to works councils (comite d'entreprise), trade unions and employee representation in general. 7.7.5 The corporate officers or managers of the Companies do not benefit from any employment contract, service contract with any one of the Companies or from any particular benefit given by any of the Companies. Similarly, no corporate agent has collected any remuneration on behalf of any of the Companies. 7.7.6 Schedule 18 sets out the current litigation in relation to personnel and details the parties who are subject to such proceedings, the subject-matter of the litigation, the stage of the proceedings, the sums claimed from the Company or the Subsidiaries concerned, as well as the amount of the provision made in good faith for such proceedings in the Accounts. The Companies are not liable to make any payment to any of their employees or any former employee for damages or compensation for loss of office or employment or for redundancy or dismissal other than those contained in Schedule 18. There are no labour troubles (including without limitation, any grievances or arbitration) or strikes, existing or - to the best of the knowledge of Warrantors - threatened adversely affecting or potentially affecting the financial situation or operations of the Companies. 7.7.7 All employees are fully qualified and trained to exercise the activities they have been employed for and hav obtained all the authorisations, permit and licenses necessary to exercise such activities. These authorisations, permits and licenses are in full force and effect and the activities of the Companie are carried out in accordance with such authorisations, permit and licenses. 17

7.8 Real Property 7.8.1 The Companies have full and complete ownership of the Real Property set out in Schedule 19. The Real Property is not subject to any restriction on title such as restrictions on the transfer of ownership or on the use or the destination of the Real Property, options to sell, pre-emption rights, limitations of use, resolutions, proposals or decisions for compulsory acquisition (expropriation), emphyteusis, building rights (superficie), usage rights or other rights in rem. The rights of ownership of the Companies over the Real Property are not capable of being successfully challenged by any third party. The Real Property is not subject to any encroachment (above or under the surface) onto neighbouring properties or vice versa. The Real Property is not subject to any easements or neighbourhood agreements other than the one listed in Schedule 19 Agreement dated 29 January 2001 with Mr Roger Balthazar. 7.8.2 The Companies have not entered into any lease or right of occupation over the Real Property and no interest of this nature has been given or agreed to by the Companies. 7.8.3 The Real Property is not subject to any statutory or conventional mortgage or charge. The Companies are not bound to register any new mortgage. 7.8.4 The Real Property and its use by the Companies, are in accordance with the applicable planning rules and regulations. The Real Property is fully connected to road and media access, such as water, waste water and electricity. All parking spaces required in accordance with the applicable planning rules and regulations and/or building permits are available. 7.8.5 All required operating permits (commodo-incommodo) for the construction of the buildings on the Real Property and the use of the Real Property have been obtained and are in force. The Real Property complies in all substantial aspects with the commodo-incommodo permits and regulations. The Warrantors guarantee that in case the reception of the facilities as imposed by the commodo-incommodo permits is not fully accomplished, they will undertake at their cost the steps necessary to proceed with a final and satisfactory reception. In particular, the Warrantors will bear any costs associated with remedying works necessary to bring the facilities in compliance or any costs associated with requesting amendments to the existing commodo-incommodo permits. 18

7.8.6 The Companies occupy the Premises of which a list is set out in Schedule 20 by virtue of financial leases or by contracts containing an option to purchase. The Companies will validly be able to exercise at the appropriate date the options that they hold in accordance with the terms of the financial leases or contracts containing a purchase option and which relate to the Premises. 7.8.7 The Companies are tenants of the Rented Premises listed in Schedule 21 by virtue of the lease agreement attached in Schedule 22. Such lease agreement is valid, legally binding and enforceable. Neither the landlord, nor the Companies are in breach or default of any material provision of this agreement. The Companies have not given, nor have they received, any notice of ordinary or extraordinary termination; all payments of rental and service charges have been made. No oral amendments to this agreement have been concluded. The lease agreement has been duly registered with the Administration de l'Enregistrement et des Domaines and all registration duties have been paid. 7.8.8 The Real Property, the Premises and the Rented Premises constitute all the real property necessary for the Companies to carry out their activities whatever such activities may be and there is no other lease, financial lease or other title of occupation in respect of the fixed assets other than the Real Property, the Premises and the Rented Premises. 7.9 Assets The Companies have good title to all the Assets used in their activity except those Assets which they use and which are subject to lease or hire. The Assets are free from any Encumbrance or third party rights. None of the assets which are either rented or leased by the Companies have been repossessed by their owners and the Companies have committed no breach which would allow the owner of the said assets to repossess them. 7.10 Vehicles The Companies have good title to all the Vehicles (listed in Schedule 23) used in their activity except the Rented Vehicles (listed in Schedule 24) which they use and which are subject to lease or hire. The Vehicles and the Rented Vehicles are free from any Encumbrance or third party rights. The Vehicles listed in Schedules 23 and 24 are in good state of maintenance and repair, taking into consideration usual wear and tear and have passed all technical controls required for their use. 19

None of the Vehicles which are either rented or leased by the Companies have been repossessed by their owners and the Companies have committed no breach which would allow the owner of the said Vehicles to repossess them. 7.11 Intellectual property rights, know how, technical and confidential information, trade secrets and computer hardware and software 7.11.1 The Companies are without restriction legitimate owners of the Intellectual Property Rights that they use in carrying out their activities and which are free of any encumbrances. A list of Intellectual Property Rights indicating their registration in Luxembourg, overseas and internationally and when such registration is required by the applicable legislation, is set out in Schedule 25. These registrations are valid and enforceable and, to the best of the Seller's knowledge and belief, cannot be the subject of opposition. 7.11.2 The Companies do not use any Intellectual Property Right belonging to third parties and have never been informed of any claim in this respect. 7.11.3 The Companies have not given to any third party any licence or other authorisation to use the Intellectual Property Rights and have never been informed of any use by a third party of such rights. 7.11.4 The Companies benefit from licences in respect of the Intellectual Property Rights set ou t in Schedule 26. These licences are valid, have been validly granted to the Companies and the Companies have complied with all their obligations in this respect. The Companies undertake that these licences have also been validly registered with the competent authorities in compliance with the relevant applicable laws. The Companies have not granted any sub-licence. 7.11.5 The Companies are entitled to use without payment all material know how and other material technical information used by it in connection with its business or businesses and all information concerning the methods and processes used by the Companies, and no rights to disclosure or use of any material know how or material technical information used by the Companies have been granted to or claimed by any third party. 7.11.6 None of the processes, products of the Companies, know how or technical or other information used by the Companies infringes, to the best of the Seller's knowledge and belief, any intellectual property or any right of any other person, relating in particular to intellectual property, or involves the unlicensed use of confidential information disclosed to the Companies by any person in circumstances which might entitle that person to make a claim against the Companies. 20

7.11.7 There are no outstanding claims against the Company for infringement of any intellectual property or of any rights relating to it used (or which has been used) by the Companies and no such claims have been settled by the giving of any undertakings which remain in force. The Companies have not received any actual or threatened claim that any of the Intellectual Property Rights is invalid. 7.11.8 Confidential information, including know-how and trade secrets used by the Companies are kept strictly confidential. The Companies have not disclosed any of their confidential information to any other person save where a legally binding and of full force and effect confidentiality agreement in respect of such disclosure is in place. The Sellers and the Companies are not aware of any such confidentiality having been breached. 7.11.9 The computer software owned by the Companies or in respect of which the Companies have been granted a license is sufficient and appropriate to enable the Companies to exercise their present activities. 7.11.10 The computer hardware has been satisfactorily maintained and supported and has the benefit of an appropriate maintenance and support agreement. 7.11.11 Disaster recovery plans are in effect and are adequate to ensure that the computer hardware, computer software and/or data can be replaced or substituted without material disruption to the business of the Companies. 7.11.12 The Companies have adequate procedures to ensure internal and external security of the computer hardware, computer software and data, including (without limitation) procedures for preventing unauthorised access, preventing the introduction of a virus, taking and storing on-site and off-site back-up copies of the computer software and data. 7.11.13 The computer hardware and the computer software have not in the period of 12 months immediately prior to Completion been unduly interrupted or hindered the running or operation of the Companies' business. 7.12 Insurance 7.12.1 The Companies have at all times maintained insurance coverage of a type and level reasonably appropriate to the businesses carried out by them in respect of, in particular but not limited to, their Real Property, Assets and Vehicles, whether owned or rented, Rented Premises, Premises, activities and operations. 21

7.12.2 Schedule 27 lists the insurance policies entered into by the Companies and which will be available after the Completion together with the insurance policies entered into by the Companies and which will not be available after Completion. 7.12.3 These policies cover all the normal conditions of the property and extend to all risks which have to be or are normally insured against in respect of the activities carried out by the Companies. 7.12.4 Schedule 28 sets out the incidents for the previous three (3) accounting periods in respect of which the Companies have made claims under the policies set out in Schedule 27 together with the amount of payments made under such policies. 7.12.5 The Companies are up-to-date with the payment of their premiums in respect of the policies mentioned in Schedule 27 and have complied with all formalities and contractual clauses contained in such policies; none of the Companies has been informed by the insurance companies concerned of their intention to increase the premiums, or to terminate the policies or not to renew them. 7.13 Environment The Companies have complied with and are not in violation of the Luxembourg regulations in respect of classified facilities, protection of the environment and nature, waste, water, soil and sub-soil pollution, storing, labelling, packaging and transport of hazardous, radioactive or carcinogenic materials, substances, preparations and products. To the Sellers and the Companies' knowledge there are no hazardous materials contained in the soil, groundwater, or buildings of the Real Property which could lead to a danger, material disadvantage, nuisance to individuals or the public or otherwise requiring instantly to be removed or otherwise cured pursuant to any presently existing mandatory law or any existing or threatened governmental or municipal order. 7.14 Litigation 7.14.1 None of the Companies are subject to any claim from third parties, contentious or non-contentious, in respect of any default in performance of its obligations resulting from contracts, agreements or undertakings signed by it. 22

7.14.2 The Companies are not subject to any litigation, legal proceedings, investigation or administrative proceedings or arbitration, and there is no fact or event which suggests that such proceedings may arise. 7.14.3 The Companies are not currently party to any proceedings in any judicial or arbitral jurisdiction or otherwise relating to an amount in excess of ten thousand euro (EUR 10,000) and have not, as at the date hereof, received any writ, summons, citation or notification, informing either of them that such proceedings have or will be instituted against it, nor to the best of the Companies' knowledge, is any such proceeding threatened. 7.14.4 The Companies are not, and have not been, parties to or concerned by any agreement, decision or practice by Article 81 of the Treaty of Rome, nor is it abusing nor has it abused, a dominant position as prohibited by Article 82 of the Treaty of Rome. 7.15 Customers and suppliers 7.15.1 Schedule 29 contains a list of the twenty (20) main customers of the Companies. 7.15.2 Schedule 30 contains a list of the twenty (20) main suppliers of the Companies. 7.16 Contracts 7.16.1 Schedule 31 contains a list of the contracts entered into by the Companies (a) with their customers and involving an amount of one hundred thousand euro (EUR 100,000) or more per annum; (b) with their suppliers and involving an amount of fifty thousand euro (EUR 50,000) or more per annum. 7.16.2 The Contracts referred to in Clause 7.16.1 (the "Material Contracts") are sufficiently legally documented to enable the Companies to exercise their rights hereunder. The Material Contracts are in full force and effect and are not subject to any contentious or non-contentious claim. The Companies have complied with their contractual obligations and to the Seller's knowledge, there exists no event which may give rise to termination or render the contracts void or which may authorise a third party to demand prompt payment or give rise to any liability on the part of the Companies or their officers, directors or employees. 23

7.16.3 Neither the execution of this Agreement nor the performance of the Agreement contemplated herein will violate or conflict with the constitutional documents of the Companies, or violate or constitute a default under any material contract, agreement, mortgage, or other instrument or order, judgement or ruling of any governmental authority to which the Companies are a party or to which any of their property is bound. 7.16.4 There exists no contract or undertaking containing a termination clause or a prompt payment clause or a modification to the provisions in the event of a change of direct or indirect control, as defined in article 309 (1) of the Law of 10th August, 1915 on commercial companies as amended, within the Companies. 7.17 Tax Regulations 7.17.1 The Companies have paid all Taxes owing under any Tax Regulations (whether or not reflected on any tax return), and have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other party, and have collected and paid all Taxes required to have been collected and paid in connection with amounts charged to customers or other parties, and adequate provisions have been made in the Accounts for all future Taxation relating to the period before Completion. For purposes of determining whether adequate provisions have been made in the Accounts, Tax items shall be apportioned between pre-Completion activities and post-Completion activities based upon a closing of the books and records of the Companies as of Completion (or, if an actual closing is not feasible, on an equitable pro forma basis that has a comparable economic result to the result that would have been obtained had an actual closing occurred). 7.17.2 The Companies have satisfied all filing requirements for tax returns or other declarations required by the Tax Regulations in the form required within the necessary time limit. 7.17.3 The Companies have always complied with all applicable Tax Regulations whether Luxembourg or foreign. 7.17.4 The Companies are not subject to any current or proposed tax examination in relation to Taxes and the Companies are not aware, directly or indirectly, of any tax examination in respect of Taxes or any enquiry instigated by an administrative authority leading, or likely to lead to the payment of a Tax or a reassessment of any Tax basis. The Companies have not received any notice of reassessment nor have they otherwise been informed (in writing or orally) by any administrative authority of its intention to carry out any reassessment whatsoever. The Companies are not and do not expect to be involved in any dispute relating to Tax. 24

7.17.5 The Companies have not entered into any agreement, transaction, arrangement, or scheme which might be reassessed, rejected or re-qualified on the grounds that the Companies have attempted to evade, circumvent or reduce its Tax obligations or that of another person. 7.17.6 The Companies have not entered into any agreement, transaction, arrangement, or scheme or obtained any concession, allowance or abatement in respect of a Tax, with any administrative or political authority whatsoever that is not based on a strict application of the Tax Regulations. 7.17.7 The Companies incorporated under the laws of Luxembourg are and have always been exclusively resident in Luxembourg for the purpose of Taxes, and have no permanent establishments, as defined by Tax Regulations, in any country outside of Luxembourg. 7.17.8 The Companies possess all documents evidencing their decisions in respect of the application of the Tax Regulations and comply with their obligations in respect of the time periods for maintaining the documents as such time periods are defined by the commercial regulations. 7.17.9 No liens for Taxes (other than for current Taxes not yet due and payable) are imposed upon the Companies' assets. 7.17.10 There are no outstanding rulings of, or requests for rulings with, any taxing authority addressed to the Companies that are, or if issued would be, binding upon the Companies for any period following Completion. 7.17.11 The Companies have not agreed to the extension of time with respect to the filing of any tax return or other declaration, the payment of any Taxes, or any limitation period regarding the assessment or collection of any Taxes. 7.17.12 No item of income or gain reported for Tax purposes in any pre-Completion tax period will be required to be included in taxable income for any post-Completion tax period, including any item of income or gain related to the Companies' change in its election to file consolidated Tax returns. 7.17.13 The Companies have not within the period of six years ending on the date of this Agreement paid or become liable to pay any penalty, fine, surcharge or interest in connection with any Tax. 7.17.14 The amount of Tax chargeable on the Companies during any accounting period ending on or within the six years before Completion has not depended on any concessions, agreements or other formal or informal arrangements with any taxing authority. 25

7.17.15 All applications for clearance or consent by the Companies or on their behalf or affecting the Companies has been made and obtained on the basis of full and accurate disclosure to the relevant taxing authority of all relevant material facts and considerations; and for any transaction for which clearance or consent was required, such clearance or consent and the relevant transaction was carried into effect only in accordance with the terms of the relevant clearance or consent. 7.17.16 The Companies have filed all requests, forms and applications to get a Tax refund, a Tax reduction, credit for Taxes paid or accrued, input tax relief, tax loss carry forwards or any other Tax benefit in a timely manner. 7.17.17 The Company has not undertaken, or agreed to undertake, any transaction or made any provision which is otherwise than on fully arm's length terms and there are no circumstances which could cause any taxation authority to make or require to be made any adjustment to the terms on which such transactions are or such provision is treated as taking place. Documentation is available to demonstrate the criteria taken into account in determining arm's length terms for transactions to the extent required by law. 7.18 Bank accounts, delegations of power, etc. 7.18.1 Schedule 32 lists the bank accounts and safety deposits in the name of the Companies and sets out the authorised signatories as well as the required conditions, in particular in relation to joint signatories, for the operation of the accounts and access to the safety deposits. 7.18.2 Schedule 33 contains a list of all nominated signatories, delegations of power, proxies and authorisations of whatever nature and form granted by the Companies to any person for other purposes than the operation of bank accounts. 7.19 Authorisations and other permits The Companies have all the Authorisations necessary to exercise their present activities and all Authorisations for valid ownership of their assets. These Authorisations are in full force and effect and the activities of the Companies are carried out in accordance with such authorisations and permits. The Companies undertake that they have made all required notifications to the competent authorities, including, but not limited to, all notifications to the National Commission for Data Protection, as required by the law. 26

7.20 Effect of the transfer of the Sale Shares The transfer of the Sale Shares to the Buyer will not affect in an adverse way the legal situation of the Companies and will have no effect on the rights and obligations of the Companies in respect of any person; in particular, the transfer of the Sale Shares will not give rise to any event of default or termination of any of the contracts to which the Companies are a party. 7.21 Material adverse change Since the Last Accounting Date: (a) Other than for purposes of Section 2.4, there has been no distribution to shareholders, nor any depreciation, increase or reduction in capital in the respect of the Companies; (b) The Companies have been managed in a reasonable way ("en bon pere de famille") and no undertaking or obligation has been entered into which is outside the usual management of the Companies or has been entered into in unusual circumstances; (c) The activities of the Companies have been carried out in the ordinary and normal course of business in such a way as to ensure their continuity; (d) The Companies have in no way amended the Accounting Methods and Principles and have not revalued any assets, nor written-off any debt in excess of seven thousand five hundred Euros ((euro)7,500). 7.22 Representations, Warranties and Schedules true and correct The representations and warranties contained herein, as well as the Schedules attached, are true, exact and complete as of the Date of this Agreement. There is no undisclosed fact, agreement or document which, if it had been disclosed, would be reasonably expected to have caused the Buyer not to enter into this Agreement or to enter into this Agreement on materially different terms. 7.23 G4S warrants that it is the parent of substantially all of the operating businesses of the Group 4 Securicor group of companies and in the event that it ceases to be so prior to the expiry of the period referred to in Clause 12.1 and Clause 12.2, it will procure that its obligations hereunder shall be assumed by another member of such group which is, at the relevant time, the parent of substantially all such businesses. 27

8. OTHER OBLIGATIONS OF THE WARRANTORS ----------------------------------- 8.1 Management of the Companies up to Completion 8.1.1 The Warrantors warrant and represent that from the Date of this Agreement until Completion: (a) No decision will be taken by the Companies which affects or could affect in a material and adverse way the financial assets and liabilities the situation or the profitability of the Companies; (b) No decision on the declaration or payment of dividends or any other distribution to shareholders, nor any depreciation, increase or reduction in capital will be taken in respect of the Companies; (c) The Companies will be managed in a reasonable way ("en bon pere de famille") and no undertaking or obligation will be entered into outside the usual management of the companies subject to unusual conditions; (d) The activities of the Companies will be managed in the ordinary and normal course of business and in such a way as to ensure their continuity; (e) The Companies will use their commercially reasonable efforts to preserve their relationship with their customers, suppliers and others having a business relationship with the Companies; (f) The Companies will not modify in any way the Accounting Methods and Principles and will not revalue any assets, nor write-off any debt. 8.1.2 Without limitation to the general character of Clause 8.1.1 above, the following decisions will require the prior written consent of the Buyer but so long as such consent is given, will not constitute a breach of Clause 8.1.1 provided that the Buyer may not unreasonably withhold such consent if the Seller demonstrates that such decision is necessary to ensure the full viability, marketability or competitiveness of the Company: (a) A single payment exceeding in total EUR 50,000- (Fifty thousand Euros), with the exception of reimbursements previously made by the Seller and of which the Buyer is aware and excluding payments in respect of salaried employees, Taxes and rents; 28

(b) The granting of or application by the Companies for a loan, credit or money facility; (c) The granting of or application by the Companies for a guarantee, charge, pledge or other encumbrance and the execution of any letter of intent or letter of comfort; (d) The entering into of any agreement with corporate officers or salaried employees of the Companies and any increase in remuneration not imposed by law or a contract in force at the Date of this Agreement, as well as the granting of any benefit whatsoever; (e) The recruitment of all management and indirect employees (such term having the same meaning as in the Information Memorandum relating to the Companies issued in August 2004) and of CIT employees (whether direct or indirect), or the negotiation of any agreement whatsoever in relation to collective agreements of salaried employees of the Companies; (f) Salary increases of salaried employees having a gross annual remuneration in excess of EUR 30,000- (Thirty thousand Euros); (g) The entering into new employment contracts that would have a material impact or materially modify the terms and conditions of the current employment agreements; (h) The launching of new activities or new products; (i) The entering into of all contracts in excess of a sum of EUR 50,000- (Fifty thousand Euros) or with a fixed duration exceeding twelve (12) months; (j) The termination by the Companies of all contracts in excess of a sum of EUR 50,000- (Fifty thousand Euros) or with a fixed duration exceeding twelve (12) months; (k) All changes in the activity or in the by-laws of the Companies; and (l) Transfer of any assets of the Companies. 8.1.3 From the date of this Agreement until the Date of Completion, the Warrantors will notify the Buyer (i) of any emergency or material change in the normal conduct of the Companies and (ii) of the threat or the initiation of any litigation against the Companies, and will keep the Buyer fully informed of developments with respect to such events and afford the Buyer's representatives full access to all materials in its possession relating thereto. 29

8.2 Situation at Completion 8.2.1 The Warrantors warrant that all the representations and warranties contained in Clause 7 and the information set out in the Schedules including the Disclosure Schedule will be true and complete at Completion as if such representations and warranties had been given and granted as that date. 8.2.2 The Warrantors may update the Schedules of this Agreement in order to take into account changes arising prior to Completion or matters in relation to which the Buyer has given its consent. The Warrantors shall notify the Buyer of all changes to the Schedules and wherever reasonably practicable the changes to the Schedules shall be made and notified to the Buyer at least 48 hours prior to Completion. 8.3 Non-competition, non-solicitation and confidentiality undertaking 8.3.1 Except as provided in Clause 8.4.2 or as compelled by law or legal authority, with effect from the Date of this Agreement and for a period of three years from the date of Completion, the Warrantors undertake that neither the Warrantors nor the Warrantors' Group Affiliates for whom they are responsible, shall at any time directly or indirectly by themselves or in conjunction with any other party or venture, unless first authorised by the Buyer, utilize or disclose to any third party any commercial secret, know-how or confidential information belonging to the Companies or their activities. Notwithstanding the foregoing, save as compelled by law or legal authority, in no circumstances may such information be utilised or disclosed for a period of 6 months following Completion. 8.3.2 From the Date of this Agreement and for a period of six months from the date of Completion, the Warrantors undertake that neither the Warrantors nor the Warrantors' Group Affiliates for whom they are responsible, shall at any time directly or indirectly by themselves or in conjunction with any other party or venture, canvass or solicit orders for the supply of services substantially similar to or otherwise competing with those supplied by the Companies as at Completion in the normal course of business from any person who was a customer of the Companies as at 28 May 2004 or is a customer at the date of Completion, or induce or seek to induce any such person to cease being a customer of the Companies. 30

8.3.3 From the Date of this Agreement and for a period of two years from the date of Completion, the Warrantors undertake that neither the Warrantors nor the Warrantors' Group Affiliates for whom they are responsible, shall at any time directly or indirectly by themselves or in conjunction with any other party or venture, solicit any of the employees of the Companies whose names are listed below to leave their present or future functions within the Companies or employ directly or indirectly such employees. The employees in respect of whom these provisions apply are: G. Wagner C. Weisen A. Eschenbrenner D. Douret A. Kubiak A. Kurt V. Adam P. Collignon J. Resibois M. Folignioni 8.4 Undertaking of exclusivity 8.4.1 Except as provided in Clause 8.4.2 the Seller undertakes neither to transfer Sale Shares to a third party, nor to grant any third party any rights over the Sale Shares nor to take any steps nor to engage in any negotiation in relation to acquiring any interest in the capital of the Companies, nor take any action, whether directly or indirectly, with the intention of impeding or preventing the Buyer from purchasing the Sale Shares, until Completion, or until termination of this Agreement. 8.4.2 It is understood that the Seller shall not be precluded from advancing discussions with prospective alternative buyers of the Company provided however that the Seller shall: (i) enter into all necessary and appropriate legally binding confidentiality undertakings with all such other prospective alternative buyers; 31

(ii) fully coordinate all discussions with, and hold such discussions only with, the Monitoring Trustee approval. Any action or disclosure of information shall be limited to what the the Monitoring Trustee deems permissible, with a view to: (a) ensuring that no information is provided that is commercially sensitive or that could endanger the viability and stability of the Business; and (b) preserving the current and future competitiveness of the Business; (iii) inform all alternative buyers of the fact that the Seller has entered into a legally binding and confidential agreement for the sale of the Shares to the Buyer, subject only to EU Commission approval. Accordingly, all prospective alternative buyers shall be made specifically aware that their engagement in the sale process is only as an alternative in the event that the Transactions with the Buyer fail to close; (iv) be precluded from providing prospective alternative buyers access to management and employees of the Company and Company site visits; (v) not develop or discuss any potential transaction with an alternative buyer beyond a stage that could reasonably be characterised as preliminary drafting based on the first draft Sale and Purchase Agreement provided initially to the Buyer. For the avoidance of doubt, no final documents shall be agreed or exchanged, regardless of whether or not they are legally binding. (vi) together with the Buyer, use their respective best endeavours to coordinate and promptly take any action that is deemed reasonably necessary or advisable by the parties to facilitate the EU Commission approval of the Seller's submission and request for approval of this Transaction; and (vii) refer prospective alternative buyers only to Graham Foster and S0ren Lundsberg-Nielsen both of G4S plc, who shall be the only authorised individuals to deal with any prospective alternative buyers. 8.5 Transitional period for use of name The Companies shall be authorised, subject to their entering into a trade mark licence in the form set out in Schedule 34, during a maximum period of six months from the date of Completion, to continue to use all patents, trademarks, service marks, trade names, logos, 32

company names, designs and models, know-how, copyrights and industrial property rights which are currently registered in the name of the Companies or used by the Companies, including the stationery and uniforms, but only in the same manner and for the same purposes as they were used prior to the date of Completion. For the avoidance of doubt, no other rights whatsoever are granted to the Company or the Buyer in respect of the names "Securicor", "Group 4" or any associated trademarks. Neither the Warrantor nor any Warrantors' Group Affiliate shall be authorised to use the name "Securicor" in the Grand Duchy of Luxembourg (i) as a combined name for a period of 12 months from the Date of Completion or (ii) as a stand alone name for a period of 2 years from the Date of Completion. 9. REPRESENTATIONS AND WARRANTIES OF THE BUYER ------------------------------------------- 9.1 The Buyer represents and warrants to the Seller that the Buyer is a company which is duly incorporated and registered, that it validly exists under Luxembourg law, is not in administration proceedings and is not subject to a voluntary liquidation procedure; the Buyer represents and warrants equally that it is not subject to any proceedings whether or not criminal which restricts the Buyer from purchasing the Sale Shares in accordance with the terms of this Agreement and that its directors and other corporate officers are not subject to any criminal proceedings restricting them from exercising the powers or functions they may exercise on behalf of the Buyer. The Buyer represents and warrants that the signing of this Agreement has been duly authorised by its corporate bodies and that this Agreement constitutes for it an agreement which is binding in accordance with its terms. 9.2 In order to ensure full and complete information, the Seller has delivered to the Buyer and its advisors, the documents and information listed in Schedule 35, such documents and information contain legal, financial, accounting and commercial data. It is on the basis of these documents and this information delivered to and reviewed by the Buyer that the Buyer has decided to purchase the Sale Shares in accordance with the terms of this Agreement. It has been expressly agreed between the Parties that the representations and warranties of the Buyer in this Agreement will have no effect on the scope of the representations and warranties of the Warrantors contained in Clause 7 and, save for the warranty given in Clause 9.3, on the effectiveness of the indemnification procedures 33

contained in this Agreement and in particular in Clause 10. Only the information contained in this Agreement or in its Schedules attached (as it exists of the Date of this Agreement or which is updated in accordance with Clause 8.2.2 may release the Warrantors from their liability in accordance with Clause 10. 9.3 The Buyer and BI hereby warrant to the Seller that they have no actual knowledge of a breach of or inconsistency with any of the warranties or representations set out in Clause 7, except for matters set out in the Disclosure Schedule and except for the fact that the Company has not charged VAT on certain cash processing services; to the extent that this fact may be a breach or inconsistency with any of the warranties and representations, the Buyer would have a claim. 9.4 The Buyer acknowledges that it has not been induced to enter into this Agreement, nor has it relied upon anything other than the entirety of this Agreement; including but not limited to, the representations or warranties set out in this Agreement. SECTION III - INDEMNIFICATION ----------------------------- 10. INDEMNIFICATION --------------- 10.1 Principle 10.1.1 The Warrantors undertake to jointly and severally indemnify the Buyer, or any other person nominated by the Buyer, against: (a) any Loss that the Companies or the Buyer may suffer by virtue of a reduction in the value of an item of assets or an increase in the value of an item of liabilities resulting from a liability not being specifically accounted for or insufficient provision being made for it in the Accounts, as long as the cause or origin of this reduction in assets or increase in liabilities arises prior to Completion; (b) any Loss that the Companies or the Buyer suffer as a result of any inaccuracy or omission in the representations and warranties contained in Clause 7 or of the non-performance by the Warrantors of any of their obligations under this Agreement, as long as such loss has not been indemnified in full by the provisions of Clause 10.1.1 (a) above. (c) any Loss that the Companies suffer in respect of Taxes (including a Loss arising out of the fact that the Company has not charged VAT on certain cash processing services) following any enquiry or adjustment applying to a period prior to Completion which has not been accounted or provided for in the Accounts. 34

10.1.2 The obligation to indemnify applies as well to all events which occur between the Date of this Agreement and Completion and which have the effect of rendering the representations, warranties and undertakings contained in Section II incorrect or incomplete whether or not the Loss suffered could not be ascertained or was not ascertained until after Completion. 10.1.3 If the Loss to which the provisions of Clause 10.1.1 applies relates to Taxes, the undertaking of the Seller under Clause 10.1.1 to indemnify the Buyer is agreed to be an undertaking to pay to the Buyer an amount equal to the liability to Taxes. 10.2 Net loss The Warrantors are only liable to indemnify the net Loss. In this respect, the total indemnity under this clause will be calculated taking into account the following factors: (a) If the event which forms the basis of a request for an indemnity of loss has given rise to the making of a provision in the Accounts, the amount of the indemnifiable Loss will be reduced by the amount of the provision in the Accounts specifically booked to cover such Loss; (b) If the event gives rise to an insurance claim and recovery paid to any of the Companies or to the Buyer, the amount of indemnifiable Loss shall be reduced by such payment; (c) Any tax adjustment which has the sole effect of transferring an expense or an income from one financial year to the next financial year will only be taken into account in respect of interest and late payment penalties on the transfer of such expenditures or income. (d) All amounts paid by the Warrantors to the Buyer, as the case may be, under the terms hereof shall be treated to the extent permitted under applicable tax law as adjustments to the Purchase Price for all Tax purposes, and to the extent not so permitted, the amount of any such payment shall be increased to take into account the Tax, if any, resulting from the receipt of such payment. 35

10.3 Limitations of Liability 10.3.1 The Warrantors shall not be liable to indemnify the Buyer pursuant to Clause 10.1 or for a breach of the warranties or representations set out in Clause 7; 10.3.1.1 To the extent that the claim relates to any matter disclosed in the Disclosure Schedule; 10.3.1.2 To the extent that a claim arises:- (a) wholly or partly from an act or omission occurring at the request of or with the written consent of the Buyer or (on or after the Date of Completion) the Company; (b) wholly or partly from an act or omission since the Last Accounting Date compelled by law; (c) wholly or partly as a result of any increase in rates of taxation since the Last Accounting Date; (d) wholly or partly as a result of the passing after Completion of an enactment or other government regulation with retrospective effect. 10.3.1.3 to the extent that the subject of the claim: (a) has been or is made good or is otherwise compensated for without cost to the Buyer or the Company; or (b) is, or but for this Agreement would be, recoverable by any of the Companies by insurance in place at Completion, or would have been so recoverable but for any change in the terms of insurance since the date of Completion. 10.4 Where the Buyer and/or the Company are at any time entitled to recover from some other person any sum in respect of any matter giving rise to a claim under Clause 10.1 or under any of the other provisions of this Agreement the Buyer shall and shall procure that the Company shall undertake all reasonable steps to enforce such a recovery and in the event that the Buyer or the Company shall recover any amount from such other person the amount of the claim against the Warrantors shall be reduced by the amount recovered PROVIDED THAT: 36

(i) the costs and expenses of such action are paid for by the Seller; and (ii) time for bringing a claim against the Seller pursuant to Clauses 12.1 or 12.2 is extended to a period of three months following cessation of such third party claim. 10.5 If the Warrantors pay at any time to the Buyer or to the Company any amount pursuant to a claim pursuant to Clause 10.1 and the Buyer or the Company subsequently recovers from some other person any sum in respect of any matter giving rise to such claim the Buyer shall procure that the Company shall forthwith repay to the Warrantors so much of the amount paid by them to the Buyer or the Company as does not exceed the sum recovered from such other person less all costs, charges and expenses incurred by the Buyer or the Company in recovering that sum from such other person. 10.6 Each of the Buyer and BI undertakes to indemnify the Warrantors against any Loss that the Warrantors suffers as a result of any breach, inaccuracy or omission in the representations and warranties contained in Clause 9 or of the non-performance by the Buyer or BI of any of their obligations under this Agreement. 10.7 The Buyer accepts that it has a general duty to mitigate its Loss. 11. FLOOR THRESHOLD AND CEILING --------------------------- 11.1 Floor The Warrantors will only be liable to indemnify under Clause 9 or 10 if an individual indemnifiable Loss under this Agreement exceeds the sum of EUR 10,000 (ten thousand euro). 11.2 Threshold The Warrantors will only be liable to indemnify under Clause 9 or 10 if the cumulative total of indemnifiable Loss under this Agreement exceeds the sum of EUR 100,000 (one hundred thousand euro). 11.3 Ceiling The total indemnity for which the Warrantors may be liable under this Agreement shall not exceed an amount which is equal to 35% of the Purchase Price. 11.4 Exception The floor, threshold and ceiling in this Clause 11 will not apply: 37

(a) in the case of fraudulent or intentional conduct of the Warrantors in the context of the operations set out in this Agreement; (b) to claims arising from a violation of Clause 7.17 (Tax) of this Agreement; (c) to claims arising from a violation of Clause 7.13 (Environment) of this Agreement, where the ceiling for such claim shall not exceed an amount equal to 50% of the Purchase Price; (d) to claims arising from customers of the Company alleging a loss or shortfall in the Customer Accounts. 12. DURATION OF INDEMNIFICATION --------------------------- 12.1 Requests for indemnification pursuant to this Agreement in respect to Taxes must be received before the expiration of a period of five years (save where the relevant limitation period applicable to Taxes is increased beyond five years with retrospective effect, in which case such increased period shall be applicable) plus three (3) months, from the date of Completion. 12.2 Save as otherwise specifically provided any other requests for indemnification pursuant to this Agreement must be received before the expiration of a period of eighteen (18) months from the Date of Completion. Claims under Clause 8.3 of this Agreement are not subject to this limitation on the period during which such claims may be brought. 12.3 The Buyer shall not lose its right to indemnification at the expiration of the limitation periods referred to above as long as the requests pursuant to this Agreement (or the events which may give rise to a claim for indemnification) are notified before the expiration of such periods PROVIDED THAT the liability of the Warrantors for any claim shall absolutely cease (unless the amount payable in respect of a claim has been agreed by the Warrantors within 6 months of the date of written notice given pursuant to Clause 12.1 or Clause 12.2 (as the case may be)) if legal proceedings have not been instituted in respect of such claim within 6 months of the date of written notice given pursuant to Clause 12.1 or Clause 12.2 (as the case may be)(or such later date as the Buyer and Seller may agree). 38

13. NOTIFICATION PROCEDURE AND PAYMENT OF THE INDEMNITY --------------------------------------------------- 13.1 Principle 13.1.1 Any event capable of giving rise to an obligation to indemnify in accordance with this Agreement must be notified in writing by the Buyer to either of the Warrantors forthwith upon the Buyer becoming aware of the same, specifying the reasons for which the Buyer requests indemnification from the Warrantors as well as the sum of the indemnifiable Loss incurred, if determinable. 13.1.2 Except in the event that written objection is sent by the Warrantors to the Buyer within two (2) months of the receipt by the Warrantors of the notification above, and save where a claim is being made against a third party in accordance with Clause 10.4, the indemnification requested shall be considered due and shall give rise to interest accruing after the date of reception by the Warrantors of the request for indemnity by the Buyer (the interest being payable at the same time as the indemnity). The relevant interest rate shall be 5% per annum. 13.1.3 If on the contrary, the Warrantors notify an objection to the Buyer in the time-limits set out above, the dispute shall be settled pursuant to Clause 14.11. 13.2 Third party requests 13.2.1 In the event of any legal or administrative action filed by a third party against either of the Companies as well as of a tax reassessment issued against the Companies, which would give rise to a request by the Buyer to the Seller, the Buyer or the Companies shall give written notice to the Seller as soon as is reasonably practicable following either of the Companies becoming aware of such action. It is expressly understood that any delay by the Buyer or the Companies in informing the Seller will only give rise to the payment of damages to the Seller in an amount equal to the loss suffered by the latter, but such limitation of the Buyer's liability shall be applicable only if the Buyer's or the Companies' delay in providing notification significantly compromised the Seller's ability to participate in the defence of such action and the Seller was otherwise entitled to participate in the defence under the terms of this Agreement. 13.2.2 In the event the Seller does not notify in writing the Buyer of its intentions in respect of the conduct of the legal action referred to above within 30 (thirty) Working Days of receipt of the notification referred to above, the Seller shall be deemed to have decided not to take part in the defence of the Companies against the third party claim. 39

13.2.3 It is expressly agreed that the Buyer shall be authorised to commence any urgent action to defending the Companies' interests without consulting the Seller, if the Seller's advice cannot be reasonably obtained considering the nature of the legal action to be conducted and/or the time-limits for response set out by the third party. 13.2.4 In the event of a disagreement on the strategy to be implemented, or if the Seller chooses not to intervene in the defence of the Companies, the Companies will keep ultimate management of their defence for their own benefit and that of interested parties as is set out above. 13.2.5 Subject to the second sentence of this Clause 13.2.5, the Companies shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes imposed upon the Companies. In the event an adverse determination would result in the Seller having responsibility for any amount of Taxes, the Seller shall be entitled to participate, through the Buyer or the Companies, in that portion of the proceedings relating to the Taxes with respect to which it may incur liability. Neither the Buyer nor the Companies shall settle or agree to settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability of the Seller for Taxes, without the Seller's consent (which consent shall not be unreasonably withheld or delayed). Any amended Tax return or claim for Tax refund for any period shall be filed, or caused to be filed, only by the Buyer, who shall not be obligated to make (or cause to be made) such filing. 13.2.6 The Seller on the one hand, and the Buyer and the Companies on the other, shall cooperate with each other and with each other's agents in connection with Tax matters related to the Companies, including making all relevant Tax information and documents in its possession available to the other party and including in connection with any transfer pricing inquiry. 13.3 Beneficiary of indemnification The obligation to indemnify shall remain in force in the case of any winding up, absorption, contribution or disposal of all or any assets of the Companies. 40

SECTION IV - MISCELLANEOUS -------------------------- 14. MISCELLANEOUS ------------- 14.1 Substitution - Transfer and Survival of Warranties and Representations The provisions of Sections II and III will remain in force even though the Company/Companies or their assets concerned are assigned or transferred by a Company or the Buyer after Completion, in particular if the Buyer or a Company as part of the transfer gives to the transferee of a Company (or of its assets) representations, warranties or undertakings. 14.2 Entire Agreement 14.2.1 This Agreement represents the entire agreement between the Parties as do the provisions of the recitals and the Schedules attached. 14.2.2 This Agreement supersedes and replaces all letters of intent, agreements or other arrangements between the Parties entered into prior to the date of this Agreement. 14.2.3 No party may assign, or grant any Encumbrance or security interest over, any of its rights under this Agreement. 14.3 Further Assurance Each of the Parties will do, or procure the doing of, all acts and things and execute, or procure the execution of, all documents as any other party reasonably considers necessary to give full effect to the terms of this Agreement. 14.4 Amendments The Parties agree that this Agreement shall be amended only in writing such amendment to be signed by the parties or by their duly authorised representatives. Neither Party will be deemed to have waived a right unless expressly specified in accordance with this Agreement. 14.5 Confidentiality This Agreement is confidential between the Parties. Consequently, the Parties agree to keep this Agreement confidential (except for the specific disclosure permitted by Clause 8.4.2 (iii)) and more generally not to disclose any information directly or indirectly in relation to this Agreement, unless the disclosure is required by law or by regulations or in order to preserve its rights. Without prejudice to the generality of this clause, the provisions of the Confidentiality Agreement shall remain in force notwithstanding the execution of this Agreement. 41

14.6 Announcement 14.6.1 Any announcement or press release in respect of this Agreement or to the content of this Agreement will not be issued without prior mutual written consent between the Buyer and the Warrantors not to be unreasonably withheld. 14.6.2 If the announcement or the press release is required by law or applicable administrative procedure including, without limitation, any regulation of any stock exchange upon which the shares of any party or any of their respective affiliates are traded, the consent from the other party is not required, it being understood that the existence of said requirement shall be notified to the other party within a reasonable time and the content of such announcement or press release shall be discussed by reference to this Article. 14.7 Notices 14.7.1 All notices required in respect to this Agreement or to the related operations shall be either delivered by hand personally with acknowledgement of receipt or sent by registered mail or special mail; the notice may be faxed on the condition that a confirmatory hard copy is sent by registered mail with acknowledgement of receipt or by special mail (at the latest one business day after the fax). 14.7.2 All notices shall be addressed to the parties at the following addresses: (a) To the Buyer : Brink's Luxembourg S.A. Zone Industrielle L-8287 Kehlen Luxembourg For the attention of : General Manager Fax n : + (352) 30 54 39 With a copy to : Brink's, Incorporated 1801 Bayberry Court P O Box 18100 Richmond, VA 23226-8100 U.S.A. 42

For the attention of : Chief Financial Officer Fax n : + 804 289 9761 and : Brink's EMEA S.A.S. 15, Rue Lafayette Paris, 75009 France For the attention of : Vice President Finance Fax n : +33 1 55 07 99 21 (b) To the Seller and/or G4S : Group 4 Securicor plc The Manor Manor Royal Crawley West Sussex RH10 9UN UK For the attention : Group General Counsel Fax n : 00 44 1293 554500 14.7.3 The Buyer and the Warrantors will be authorised to amend at any time their relevant address, addressee or fax number above subject to informing the other party in accordance with this Article. 14.8 Costs and Expenses 14.8.1 Any registration fees and stamp duties payable on the execution of this Agreement shall be borne by the Buyer. 14.8.2 Each Party shall bear the fees, costs and commissions of its own legal advisers and agents. 43

14.9 Language The Parties acknowledge that the negotiations have been conducted and the drafts of the Agreement have been written in English (except for the Schedules, which shall be in English or French, respectively followed by an English or French translation in case of originals drafted in a different language). 14.10 Severability Should any provisions of this Agreement be declared invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect. This Agreement may only be amended by a written instrument executed by all the Parties hereto. Therefore the tolerance also reiterated of any defaults or delayed performance of this Agreement shall not be interpreted as a tacit revocation of the provisions hereto. 14.11 Implementation 14.11.1 The Parties agree to provide any information and documents required for the performance of this Agreement and to sign this Agreement. 14.11.2 This Agreement (other than obligations that have already been fully performed) remains in force after Completion. 14.12 Applicable law and settlement of disputes 14.12.1 This Agreement shall be governed and construed in accordance with Luxembourg law. 14.12.2 Any disputes concerning the validity, interpretation or enforceability of this Agreement which may arise from this Agreement may be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce applicable at the time of arbitration except that termination as a result of failure to obtain Clearance shall not be the subject of arbitration. The arbitral tribunal shall be composed of three arbitrators appointed in accordance with such rules. The arbitration shall take place in Luxembourg. The arbitrators shall be fluent in English and French, and documents may be submitted in English and French without any translation. The above-mentioned arbitration provisions do not preclude the Parties from exercising their right to request provisional relief or protective measures before any competent court. 44

14.13 Counterparts This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document. 45

This Agreement has been made in London, executed and signed in as many original copies as there are parties, at the date mentioned at the beginning of this Agreement. /s/ N. Griffiths /s/ B. Dumoulin - ----------------------------------- ------------------------------- Securicor International BV Brink's Luxembourg S.A. By: Nigel Griffiths By: Bernard Dumoulin Capacity: Managing Director Capacity: Authorized signatory /s/ Soren Lundsberg Nielsen /s/ Mari Jo Flanagan - ----------------------------------- ------------------------------- Group 4 Securicor Holdings Limited Brink's Incorporated By: S0ren Lundsberg Nielsen By: Mari Jo Flanagan Capacity: Authorised under Power of Capacity: Authorized signatory Attorney 46



MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
- --------------------------------------------------------------------------------

OPERATIONS
- --------------------------------------------------------------------------------

The Brink's Company

Executive Overview

The Brink's  Company  (along with its  subsidiaries,  the  "Company")  has three
operating segments within its "Business and Security Services" businesses:

   o Brink's, Incorporated ("Brink's")    Brink's   offers   services   globally
                                          including armored car  transportation,
                                          automated    teller  machine   ("ATM")
                                          replenishment and  servicing, currency
                                          and  deposit processing including  its
                                          "Cash   Logistics"   operations,  coin
                                          sorting  and wrapping,  arranging  the
                                          secure air transportation of valuables
                                          ("Global  Services") and the deploying
                                          and   servicing  of   safes  and  safe
                                          control    devices,    including   its
                                          patented CompuSafe(R) service.



   o Brink's Home Security, Inc. ("BHS")  BHS offers monitored security services
                                          in North America primarily for  owner-
                                          occupied, single-family residences. To
                                          a  lesser extent, BHS  offers security
                                          services    for     commercial     and
                                          multi-family properties. BHS typically
                                          installs and owns the on-site security
                                          systems,  and charges fees to monitor
                                          and  service  the systems.

   o BAX Global Inc. ("BAX Global")       BAX   Global     provides      freight
                                          transportation  and   supply     chain
                                          management services on a global basis,
                                          specializing  in  the   heavy  freight
                                          market    for     business-to-business
                                          shipping.

Management's  approach  to its  three  businesses  is  similar,  with a focus on
service,  its brands, risk management and a patient and disciplined  approach to
its markets.  Each business  strives to be a premium provider of services in the
markets that it serves.  The Company's  marketing and sales efforts are enhanced
by its brands so it seeks to protect their value.  Since the Company's  services
focus  on  the  handling,  transportation,  and  protection  of  valuables,  its
employees  strive to understand  and manage risk.  Overlaying  all of this is an
understanding  that the  Company's  employees  must be  disciplined  and patient
enough to charge fair prices which reflect the value provided,  the risk assumed
and the need for an adequate return for the Company's investors.


                                       22




The business  environments in which the Company's  business units operate around
the world are constantly changing.  Management must continually adapt to changes
in the  competitive  landscapes,  economies in different  parts of the world and
even the individual customer's level of business.  To be successful,  management
must be able to balance  requirements of local laws and  regulations,  risk, and
the effect of changing demand on the utilization of its resources.  As a result,
the Company  operates  largely on a decentralized  basis so local management can
adjust operations to its unique circumstances.

For the same reasons that the Company operates on a decentralized  basis,  short
term forecasts of performance are difficult to make with precision. As a result,
the Company does not provide detailed forecasts of earnings.

The Company  measures its financial  performance on a long-term  basis.  The key
financial factors on which it focuses are:

        o  Growth in revenues and earnings
        o  Generation of cash flow
        o  Building of value through solid returns on capital

These and similar  measures are critical  components  of incentive  compensation
programs and performance evaluations.

The Company also has  significant  liabilities  associated  with its former coal
operations. Since these liabilities are expected to generate ongoing expense and
require significant cash outflows,  the Company considers  liability  management
and funding to be an important  activity  along with the management of its three
businesses.

Information  about the Company's  liabilities  and assets  related to its former
coal business is contained in a number of sections of this report, including:

        o  Retained Liabilities and Assets of Former Natural Resource Operations
        o  Application of Critical Accounting Policies

Disclosures  in the first  section  show  five-year  projections  for  estimated
ongoing  payments and expense  associated  with the retained  obligations of its
former coal  business and  reconcile a  Company-defined  measure of its retained
obligations,  "Legacy  Value," to  corresponding  measures under U.S.  generally
accepted accounting  principles ("GAAP").  The second section discusses critical
estimates used and provides a sensitivity analysis for these estimates.


                                       23




RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

Overview of Results




                                           Years Ended December 31,                         % change
- ----------------------------------------------------------------------------------------------------------
(In millions)                            2004           2003        2002              2004            2003
- ----------------------------------------------------------------------------------------------------------
 
Income (loss) from:
    Continuing operations           $   100.6           18.2         69.4             200+            (74)
    Discontinued operations              20.9           11.2        (43.3)             87              NM
- ----------------------------------------------------------------------------------------------------------
     Net income                     $   121.5           29.4         26.1             200+             13
==========================================================================================================



The income (loss) items in the above table are reported after tax.

Continuing Operations

2004
Income from continuing  operations in 2004 was higher than in 2003 primarily due
to a $90.1 million  increase in operating  profit as a result of improvements in
each of the business  segments.  In addition,  $23.6  million of lower  expenses
related to former coal operations, and the return to a more normal effective tax
rate in 2004 contributed to the improved  results.  The 2003 tax rate was higher
due primarily to the recording of valuation  allowances  related to deferred tax
assets for certain state and foreign tax jurisdictions.

Partially  offsetting  the  effect  of  improved  performance  in  each  of  the
businesses was an $18.1 million increase in corporate  expenses primarily due to
costs related to the internal  controls  documentation and testing work mandated
by section 404 of the  Sarbanes-Oxley  Act of 2002.  Costs  related to incentive
compensation were also higher in 2004 than in 2003. In addition, 2003 included a
one-time  $10.4  million  pretax  gain on the sale of an  equity  interest  in a
natural resource business.

2003
Income from  continuing  operations in 2003 was lower than 2002 primarily due to
the inclusion within  continuing  operations of $50.3 million of higher expenses
related to former coal operations in 2003 (recorded in  discontinued  operations
through  2002)  and a  higher  effective  tax rate in 2003 as  noted  above.  In
addition,  BAX Global's  operating profit declined by $14.6 million from 2002 to
2003.

Business Segments
Brink's and BHS reported  improved  operating  profit in both 2004 and 2003 over
prior-year  periods.  Although  profitable in each of the last three years,  BAX
Global's  operating  profit has been more volatile and more affected by economic
cycles as compared to operating profits at Brink's and BHS.

Brink's.  Revenues and operating  profit in both 2004 and 2003 improved from the
prior-year  periods on higher  international  earnings as a result of  improving
economies  and  higher  volumes.  The  effects of the weaker  U.S.  dollar  also
benefited revenues and earnings.  Staff reductions in various European countries
in late 2002 and the first half of 2003 improved  profitability in the last half
of 2003 and in 2004.  Staffing  levels  prior to this were higher due to special
euro currency  processing  and  transportation  work performed in 2001 and early
2002.  Operating  profit in South  America  was also  stronger  in 2004 and 2003
compared to the weak 2002 which resulted from economic and political  turmoil in
several South American  countries and some industry  consolidation that occurred
in 2004.

BHS.  Strong  growth in operating  profit in 2004 (13%) and 2003 (17%)  resulted
primarily  from the  subscriber  growth  over the last two years  and  improving
efficiency.  The average number of  subscribers  increased 10% in 2004 over 2003
and 8% in 2003 over 2002.

                                       24




BAX Global. Operating profit in 2004 was much higher than in 2003 as a result of
much stronger volume through BAX Global's lntra-American transportation network.
Operating profit in 2003 was below 2002 primarily as a result of lower shipments
through  the  Intra-America  transportation  network  due to soft demand for air
freight  services  in 2002 and in the first  nine  months of 2003 as a result of
slow economic growth.

Former Natural Resource Operations
Expenses  related to former coal  operations  were $23.6  million  lower in 2004
compared  to 2003  due to the  recording  of a  benefit  from  enactment  of the
Medicare  reform  bill in  December  2003,  the benefit  from the  recording  of
projected investment income from the Company's Voluntary Employees'  Beneficiary
Association  ("VEBA")  trust  after the  assignment  of the VEBA to pay  certain
retiree   medical   benefit   obligations,   and  a  reduction  in  coal-related
administration and other expenses.

With the exit from the coal business in late 2002,  the Company in 2004 and 2003
reported  coal-related  expenses  within  continuing  operations.   Coal-related
expenses  include  expenses  for  employee  benefits,  administration  and other
charges  related to retained  liabilities.  These  types of costs were  recorded
within  discontinued  operations  in 2002.  These costs will  continue to affect
results of continuing operations in the future.

In 2002, the Company  recorded a $19.2 million  pretax charge within  continuing
operations  related  to  impairment  and  other  charges  associated  with  coal
properties  which were shut down and prepared for sale. Most of these properties
were sold in 2003.

In 2003, the Company  recorded a $10.4 million pretax gain on the sale of shares
that it held in an Australian gold and nickel exploration and mining company.

Income Taxes
The Company's  effective tax rate was 38% in 2004,  75% in 2003 and 37% in 2002.
The effective tax rate varied from  statutory  rates in these periods  primarily
due to changes in valuation  allowances  for  deferred  tax assets.  The Company
assesses its ability to realize deferred tax assets for subsidiaries  which have
a recent history of losses.  If the Company  concludes  that the  probability of
realizing  tax  assets  for a  particular  tax  jurisdiction  does  not meet the
more-likely-than-not  threshold,  a  valuation  allowance  is  recorded  as  tax
expense.  Once an operation is identified  for valuation  allowances,  valuation
allowances  will continue to be recorded on subsequent  year's tax losses unless
the  operation  returns  to  sustainable   profitability.   Valuation  allowance
adjustments  of  approximately  $10 million  were  recorded  in 2004,  primarily
related to certain European operations. Valuation allowance adjustments, net, of
$28 million were recorded in 2003 for deferred tax assets  primarily  related to
two international operations and certain states.

There could be further valuation allowances required in the future. On the other
hand, if  operations  in affected  jurisdictions  return to  profitability,  the
Company  may  reverse  all or a portion of the  valuation  allowances  in future
years.

The effective tax rate in future periods will not include the potential benefit
of any losses for entities that have a valuation allowance unless the Company
Fconcludes it is more likely than not these benefits will be realized. The
Company currently estimates its effective tax rate for 2005 will approximate
40%. The actual tax rate could be materially different from the Company's
estimate.

Discontinued Operations
The Company sold or otherwise disposed of its natural resource businesses in the
last several years,  the biggest being its former coal  operations.  The Company
recognized a significant loss on the sale of its coal business, although most of
the loss was  recognized  in 2000, a period not  presented  in this  report.  In
addition to the loss on sale,  the Company has accrued  significant  liabilities
related to benefits for former coal  employees.  Revisions to estimated  amounts
related to some of these  liabilities,  including  those related to  obligations
under the Coal Industry  Retiree  Health Benefit Ac of 1992 ("the Health Benefit
Act") obligations and multi-employer  pension plan withdrawal  liabilities,  are
recorded in  discontinued  operations  and were  significant in each of the last
three years. In 2002,  significant  coal operating  losses were also included in
discontinued operations.

                                       25




Besides the coal operations, the Company's income (loss) from discontinued
operations includes gains and losses from the sale of the Company's other former
natural resource businesses and their operating results through the date of the
sale.

        o  Natural gas business - sold in August 2003 for a $56.2 million pretax
           gain

        o  Timber business - sold a small portion in December 2003 and completed
           the sale in early  2004 for a $25.5 million pretax gain ($4.8 million
           recognized in 2003 and $20.7 million in 2004)

        o  Gold business - sold in early 2004 for a pretax loss of $0.9 million.
           Pretax impairment  losses were  recognized in 2003 ($1.7 million) and
           2002 ($5.7 million).

Value-added taxes and customs duties

One of the Company's non-U.S. Brink's,  Incorporated business units has not paid
foreign customs duties and value-added  taxes with respect to the importation of
certain  goods and  services.  The Company has been  advised that there could be
civil and criminal penalties asserted for the non-payment of these custom duties
and  value-added  taxes.  The business unit has commenced  discussions  with the
appropriate governmental authorities in the affected jurisdiction regarding this
matter. To date no penalties have been asserted.

As a result of its  investigation,  the Company recorded charges in 2004 of $1.1
million to operating profit and $0.7 million to interest  expense.  A summary of
the impact of this situation on earnings is provided below.


                                                                   Year Ended
(In millions)                                                  December 31, 2004
- --------------------------------------------------------------------------------
Penalties on unpaid value-added taxes                              $     0.4
Duties                                                                   0.7
- --------------------------------------------------------------------------------
Amount charged to operating expenses                                     1.1
Interest expense on unpaid value-added taxes and customs duties          0.7
- --------------------------------------------------------------------------------
                                                                   $     1.8
================================================================================


The Company  evaluates many factors to determine  whether it should recognize or
disclose a loss contingency, including the probability of an unfavorable outcome
and the ability to make a reasonable estimate of the amount of loss. The Company
believes  that the range of  probable  penalties  related to unpaid  value-added
taxes is between  $0.4  million  and $3 million  and that no amount  within that
range is a better estimate than any other amount within the range.  Accordingly,
the Company has accrued $0.4 million for these penalties.

The Company has  concluded  that a loss related to  penalties on unpaid  customs
duties is not  probable.  The  Company  believes  that the  range of  reasonably
possible  losses  related  to  customs  duties   penalties  is  between  $0  and
approximately  $35 million.  The Company  believes  that the  assertion of these
penalties  would be  excessive  and would  vigorously  defend  against  any such
assertion.

The Company  intends to diligently  pursue the timely  resolution of this matter
and,  accordingly,  the Company's  estimate of the potential losses could change
materially  in future  periods.  The  assertion  of potential  penalties  may be
material to the Company's  financial  position and results of operations.  These
penalties  could be asserted at any time.  Although the Company has accrued $0.7
million of interest on the unpaid  value-added  taxes and  customs  duties,  the
Company does not expect to be assessed  interest  charges in connection with any
penalties that may be asserted.

The Company has implemented  measures designed to prevent similar  situations in
the future.  The Company  believes  that the  circumstances  giving rise to this
matter are isolated to this particular business unit.

                                       26



Consolidated Review





                                 Revenues                                  Operating Profit
- --------------------------------------------------------------------------------------------------------------
                        Years Ended December 31,      % change        Years Ended December 31,     % change
- --------------------------------------------------------------------------------------------------------------
(In millions)           2004      2003      2002    2004    2003      2004      2003     2002    2004    2003
- --------------------------------------------------------------------------------------------------------------
 
Business Segments

Brink's             $ 1,931.9   1,689.0   1,579.9     14      7    $  144.7     112.5     96.1    29      17
BHS                     345.6     310.4     282.4     11     10        80.8      71.2     60.9    13      17
BAX Global            2,440.6   1,999.2   1,871.5     22      7        56.2       3.0     17.6   200+    (83)
- --------------------------------------------------------------------------------------------------------------
  Business segments   4,718.1   3,998.6   3,733.8     18      7       281.7     186.7    174.6    51       7

Corporate                 -         -         -               -       (45.9)    (27.8)   (23.1)   65      20
Gain on sale of equity
   interest               -         -         -               -         -        10.4      -    (100)     NM
Former coal operations    -         -         -               -       (45.9)    (69.5)   (19.2)   34    (200+)
- --------------------------------------------------------------------------------------------------------------
                    $ 4,718.1   3,998.6   3,733.8     18      7    $  189.9      99.8    132.3    90     (25)
==============================================================================================================



Revenues in 2004 were 18% higher than 2003 because of growth in all segments and
changes in currency  exchange rates.  Operating profit increased 90% in 2004 due
to  improved   operating   performance  by  the  Company's   business  segments,
particularly  at  BAX  Global,   and  lower  expenses  related  to  former  coal
operations.  These  improvements  were  partially  offset  by  higher  corporate
expenses  and  the  nonrecurrence  of the  2003  gain on the  sale of an  equity
investment.

Revenues  in 2003 were 7% higher  than 2002  because  of growth in all  business
segments and changes in currency  exchange rates.  Operating  profit in 2003 was
25% lower than in the prior year primarily because the cost of retiree and other
benefits and other costs  related to the former coal  business  were  classified
within former coal  operations in continuing  operations.  Prior to 2003,  these
expenses were recorded  within  discontinued  operations.  Operating  profit was
stronger  at  Brink's  and BHS on  growth in these  businesses,  offset by lower
profits  at BAX  Global  primarily  due to the  effects  of soft  demand for air
freight  services  for most of 2003.  Demand for air freight  services  began to
improve in the fourth quarter of 2003. This trend has continued through 2004.

For subsidiaries  outside the U.S., U.S. dollar revenue growth rates include the
effect of changes in currency  exchange rates.  On occasion in this report,  the
change in  revenue  versus  the prior  year has been  disclosed  using  constant
exchange  rates in order to provide  information  about growth rates without the
impacts of changing  foreign  currency  exchange  rates.  Relative to most other
currencies  relevant to the Company,  the U.S.  dollar weakened in 2004 and 2003
compared to the respective  prior-year periods,  so growth at  constant-currency
exchange  rates was lower than growth  computed using actual  currency  exchange
rates.   Changes  in  currency   exchange  rates  did  not   materially   affect
period-to-period  comparisons  of  segment  operating  profit  for  the  periods
presented herein.


                                       27




Brink's, Incorporated

Executive Overview

Brink's  provides  multiple  services related to cash and other valuables to the
financial  community,  retailers and other businesses.  These services vary from
secure  transportation  and handling of valuable  assets to currency and deposit
processing to the increasingly  important preparation and transmittal of related
information.

The  Company  believes  that  Brink's  has  significant  competitive  advantages
including:

        o  Brand name and reputation for high quality service

        o  Broad geographic coverage

        o  Proprietary processing and information systems

        o  Financial strength and risk management capabilities.

Because of the emphasis on managing the risks inherent in handling valuables and
the high level of service  provided,  Brink's  believes that it spends more than
its  competitors  on training and retaining its people and on the facilities and
processes needed to provide quality services to its customers.

As a result  of its  emphasis  on  high-quality  services  and risk  management,
Brink's  focuses its marketing and selling  efforts on customers who  appreciate
the value and breadth of the services  delivered,  the information  capabilities
and the financial strength underlying the Brink's approach to the business.

In order to earn an  adequate  return on the capital  employed in the  business,
Brink's  focuses on the  effective  and  efficient  use of its resources and the
adequacy of pricing.  First, Brink's attempts to maximize the amount of business
which flows  through its  branches,  vehicles and systems in order to obtain the
lowest costs possible without compromising  safety,  security or service. Due to
its higher  costs of people and  processes,  Brink's  generally  charges  higher
prices than its competitors  which may not provide the same level of service and
risk  management.  The Company  believes that Brink's  operations are capable of
generating  profit margins above 7% on an annual basis.  This level is necessary
to earn a reliable return on its cost of capital.

The industries to which Brink's provides services have been consolidating.  As a
result,  the strength of the customers in these  industries has been increasing.
Customers  are  seeking  suppliers  with  broader  geographic  solutions,   more
sophisticated outsourcing capabilities and financial strength.

Operationally,  Brink's  performance  may vary  from  period  to  period.  Since
revenues are  generated  from charges per service  performed as well as on an ad
valorem  basis,  revenues can be affected by the level of activity in an economy
and the  level of  business  for  specific  customers.  In  addition,  contracts
generally  run for one or more years and there are costs  which must be incurred
to prepare to service a new customer or to  transition  away from one.  Further,
Brink's  level of operation  and related  revenues are  generally  higher in the
second half of the year, and in particular in the fourth quarter, because of the
generally  higher  economic  activity  then. As a result,  margins are typically
lower in the first half of the year than in the second half.


                                       28






                                            Years Ended December 31,                      % change
- -------------------------------------------------------------------------------------------------------
(In millions)                           2004        2003           2002               2004         2003
- -------------------------------------------------------------------------------------------------------
 
Revenues

North America (a)              $       733.7       716.2           694.9                2            3
International                        1,198.2       972.8           885.0               23           10
- -------------------------------------------------------------------------------------------------------
                               $     1,931.9     1,689.0         1,579.9               14            7
=======================================================================================================

Operating Profit

North America (a)              $        55.2        53.4            52.2                3            2
International                           89.5        59.1            43.9               51           35
- -------------------------------------------------------------------------------------------------------
                               $       144.7       112.5            96.1               29           17
=======================================================================================================

Cash Flow Information

Depreciation and amortization  $        81.0        70.6            61.3               15           15
Capital expenditures                    76.2        80.9            79.3               (6)           2
=======================================================================================================


(a) U.S. and Canada.


2004

Overview
Revenues and operating  profit in 2004  increased  modestly in North America and
more   significantly   in   the   International   region   compared   to   2003.
Internationally,  improvements  occurred  in  both  Europe  and  South  America.
European  operating  profit in 2004  improved  because of higher local  currency
revenues as a result of improved  economic  performance  and also as a result of
operational  changes made last year. European operating profit in the first half
of 2003  reflected  reduced  volumes of business due to the effects of generally
slow  economies  and the  buildup to the  conflict in the Middle East along with
approximately $4.7 million in severance costs. Operating profit in South America
in the first  half of 2003 was  depressed  due to poor  economic  and  political
conditions.  In 2004, operating  performance benefited from improved conditions.
International  operating profit in 2004 included  approximately  $3.1 million of
operating expenses related to adjustments to non-income tax accruals,  including
$1.1  million of  operating  expenses  related to unpaid  value-added  taxes and
customs  duties.  The Company  anticipates  an  increase in expenses  related to
safety and security costs in 2005.

North America
Revenue  increased  in  North  American  operations  in  2004  primarily  due to
increased revenues from Global Services and Canadian armored  transportation and
ATM  services,  offset by lower U.S.  armored  transportation  and ATM  revenue.
Operating profit increased in 2004 primarily due to improved performance in coin
wrapping services,  cash logistics services, and Canadian armored transportation
operations,  partially offset by a lower  contribution from the U.S. armored car
transportation operations. In 2003, a $5.5 million gain on the sale of operating
assets was largely  offset by severance  and other costs related to the transfer
of its headquarters operation from Connecticut to Richmond, Virginia and Dallas,
Texas. Defined benefit plan costs will increase in 2005 over 2004.

International
Revenues in 2004 increased 23% over 2003 (16% on a constant currency basis). The
increase in  International  revenues and  operating  profit was primarily due to
better performance in South America and Europe.


                                       29




Europe. Revenues increased 26% in 2004 (15% on a constant currency basis) due to
increased volumes in armored transportation,  ATM servicing, currency processing
and Global Services operations.  Operating profit improved due to higher volumes
as a  result  of  improved  business  conditions  and  competitor  difficulties,
particularly in France, and the impact of an acquisition of security  operations
in Greece and the recently held Olympic Games. Revenues in 2003, particularly in
the first  quarter,  were  adversely  affected by a generally  weak  economy and
uncertainty  related  to the  then-impending  conflict  in the Middle  East.  In
addition,  European  operating results began to improve in the last half of 2003
partially as a result of  management  changes and workforce  reductions  made to
align resources to business needs.

South America.  South American  revenues and operating  profits in 2004 improved
due to better  operating  performance  throughout the region and particularly in
Venezuela.  This  improved  operating  performance  was  primarily due to higher
volumes of armored transportation business, which was driven in part by the exit
of competitors from the market. Improved operating performance in Brazil was the
result of increased  volumes as well as the benefit of cost reductions  taken in
late  2003.  However,  the  operating   environment  in  Brazil  remains  highly
competitive.

Asia-Pacific. Asia-Pacific revenues and operating profits in 2004 were above the
prior year reflecting improved results, particularly in Australia and Hong Kong.

Other. As discussed in "Value-added  taxes and customs duties" above and in note
23 to the consolidated  financial  statements,  the Company  recorded  operating
expense of  approximately  $1.1  million in 2004  related to unpaid  value-added
taxes and customs duties,  including an estimate of the penalties.  At any time,
the Company could be assessed  penalties  materially in excess of those accrued.
International  operating  profit in 2004 also  included  $2.0  million of higher
expense as a result of unfavorable  determinations  in Brazil and Mexico related
to non-income tax issues.

2003

Overview
Improved  revenues and operating  profit in 2003 over 2002 reflected much better
results in the International  region.  International  operating profit increased
over 2002,  despite the higher  profit  levels  achieved in the first quarter of
2002 associated with special euro currency  processing and transportation  work.
Most of the  improvement in the  International  region occurred in South America
where performance was weak in 2002.

North America
North American  operating  profit was 2% higher in 2003 over the prior year on a
3% increase in revenues (2% increase in revenues on a constant  currency basis).
The slightly  higher  operating  profit in North  America was  primarily  due to
improved  performance  in the Cash  Logistics  operations  and Global  Services,
mostly offset by higher employee  benefit  expenses.  A $5.5 million gain on the
sale of operating assets was largely offset by severance and other costs.

In 2003,  management  closed  its  Brink's  corporate  headquarters  in  Darien,
Connecticut  and  relocated  employees to either  Brink's U.S.  headquarters  in
Coppell, Texas, or to The Brink's Company headquarters in Richmond, Virginia. As
a result,  approximately $5.4 million of severance and other costs were incurred
in the U.S. during 2003.

An increase in employee  benefit  costs in 2003  included  $4.8  million  higher
expense  from the  Company's  primary U.S.  pension plan and higher  health care
costs for active employees.


                                       30




International
International  operating  profit  for 2003  was 35%  higher  than  2002 on a 10%
increase in revenues  (3%  increase in revenues on a constant  currency  basis).
Improvements  in revenues and operating  profit on a constant  currency basis in
South  America and  Asia-Pacific  were  offset by lower  European  revenues  and
operating profit, as discussed below.

Europe.  European  revenues and  operating  profit in the first  quarter of 2002
benefited from the currency  processing and transportation  work associated with
the introduction of the euro on January 1, 2002.  However,  the cost of staffing
levels,  which  remained  high  after  the euro work was  completed,  negatively
affected the last nine months of 2002 and, to a lesser degree, the first half of
2003.

Europe's  revenues and  operating  profit in 2003 were below the prior year on a
constant  currency  basis  primarily  because  of the  absence  of the euro work
performed  in the  first  quarter  of 2002.  There was also  approximately  $4.7
million  of higher  severance  expense  associated  with  workforce  reductions.
Revenues  on a constant  currency  basis were  higher in the second half of 2003
compared  to the same 2002  period due to better  performance  and,  to a lesser
extent,  due  to  additional  revenues  associated  with  a  first-quarter  2003
acquisition  in  Belgium.  Operating  profit  in the  second  half of 2003  also
improved compared to the same period in 2002 reflecting improvements in a number
of  countries,   and  the  benefits  of  management  and  operational   changes,
particularly in France.

South America.  In South America,  operating  profit in 2003 was higher than the
prior year reflecting better performance in Venezuela, partially offset by lower
operating  performance in Brazil.  Favorable  market  conditions and lower labor
costs as a percentage  of revenue  benefited  Venezuela's  performance  in 2003.
Venezuela is Brink's largest operation in South America.  Brazil, Brink's second
largest operation in South America,  did not perform as well in 2003 compared to
2002 as a result of the continuing  difficult economic and operating  conditions
there.  Brazil's  operating  results improved in the fourth quarter of 2003 over
the same period a year earlier  primarily due to improved  profitability  of ATM
and Cash Logistics  services,  partially offset by lower armored  transportation
profitability.

Asia-Pacific. Asia-Pacific revenues and operating profit in 2003 was higher than
last year primarily due to improved  results in Australia.  In addition,  Global
Services business improved in Hong Kong and Korea.


                                       31




Brink's Home Security

Executive Overview

Brink's Home  Security has reported  strong growth in revenues and earnings over
the last few years.  Key factors in this  performance  are continuing to attract
and retain  customers  through  quality  service and the reputation of the brand
while operating as efficiently as possible  consistent with the desired level of
service.

In  order to  achieve  higher  efficiency  and  effectiveness,  BHS  focuses  on
controlling   initial  marketing  and  installation   costs  by  matching  sales
representative  staffing with the number of sales  opportunities and the size of
the  technician  workforce  with the  available  installation  volume.  BHS then
strives to keep customer service and monitoring costs as low as possible without
disturbing its high quality service levels.

The Company believes customer retention is driven by customer selection and high
customer  service  levels.  In order to obtain  customers who are less likely to
disconnect,  the Company seeks to attract customers with solid credit scores and
the  willingness  to pay reasonable  up-front  fees.  Once there is agreement to
install  an  alarm  system,  the  Company  strives  to  provide  a high  quality
installation followed up with continuing high quality customer service and alarm
monitoring. BHS believes its disconnect rate is helped by consistently following
the above policy.

The Company believes that the level of economic  activity in the U.S. may affect
the performance of BHS. However,  this effect is not as significant as it is for
industries with close ties to economic performance.  In addition,  there is some
seasonality  in  performance  since  disconnect  expenses  can impact  operating
earnings.  Since more  household  moves  take place  during the second and third
quarters of each year,  the disconnect  rate and related  expenses are typically
higher in those quarters than in the first and fourth quarters.





                                                Years Ended December 31,                      % change
- -----------------------------------------------------------------------------------------------------------
(In millions)                                2004          2003         2002              2004         2003
- -----------------------------------------------------------------------------------------------------------
 
Revenues                              $      345.6        310.4         282.4               11          10
===========================================================================================================
Operating Profit

Recurring services (a)                       147.8        125.9         109.5               17          15
Investment in new subscribers (b)            (67.0)       (54.7)        (48.6)             (22)        (13)
- -----------------------------------------------------------------------------------------------------------
                                      $       80.8         71.2          60.9               13          17
===========================================================================================================

Monthly recurring revenues (c)        $       26.1         23.3          21.1               12          10
===========================================================================================================

Cash Flow Information

Depreciation and amortization (d)     $       51.5         47.9          43.9                8           9
Impairment charges from subscriber
   disconnects                                38.4         34.3          32.3               12           6
Amortization of deferred revenue (e)         (26.1)       (25.0)        (23.9)               4           5
Deferred subscriber acquisition costs
   (current year payments)                   (19.5)       (18.4)        (17.7)               6           4
Deferred revenue from new subscribers
   (current year receipts)                    34.6         28.2          27.1               23           4
Capital expenditures                         117.6         98.0          86.9               20          13
===========================================================================================================


(a)  Reflects operating  profit  generated  from  the existing  subscriber  base
     including the  amortization of deferred  revenues.

(b)  Primarily  marketing  and selling  expenses,  net of the deferral of direct
     selling  expenses  (primarily a portion of sales commissions),  incurred in
     the acquisition of new subscribers.

(c)  This  measure is  reconciled  below under the  caption  "Reconciliation  of
     Non-GAAP Measures."

(d)  Includes amortization of deferred subscriber acquisition costs.

(e)  Includes  amortization  of  deferred  revenue related  to active subscriber
     accounts as  well as  acceleration  of  amortization  of  deferred  revenue
     related to subscriber disconnects.


                                       32




Overview
Operating profit comprises  recurring  services minus the cost of the investment
in new  subscribers.  Recurring  services  reflects the monthly  monitoring  and
service  earnings  generated from the existing  subscriber  base,  including the
amortization   of  deferred   revenues.   Impairment   charges  from  subscriber
disconnects  and   depreciation  and   amortization   expenses,   including  the
amortization of previously  deferred direct costs from  installations,  are also
charged to recurring services. Recurring services is affected by the size of the
subscriber  base, the amount of operational  costs including  depreciation,  the
level of subscriber  disconnect  activity and changes in the average  monitoring
fee per subscriber.

Investment  in new  subscribers  is the net  expense  (primarily  marketing  and
selling  expenses)  incurred in adding to the  subscriber  base every year.  The
amount of the investment in new subscribers  charged to income may be influenced
by several  factors,  including the growth rate of new subscriber  installations
and the level of costs  incurred in  attracting  new  subscribers.  As a result,
increases in the rate of investment (the addition of new subscribers) may have a
negative  effect on current  segment  operating  profit but a positive impact on
long-term operating profit, cash flow and economic value.

Capital  expenditures  are primarily the equipment,  labor and related  overhead
costs associated with system installations for new subscribers.

Subscriber Activity




                                        Years Ended December 31,              % change
- ------------------------------------------------------------------------------------------
(Subscriber data in thousands)          2004    2003       2002            2004      2003
- ------------------------------------------------------------------------------------------
 
Number of subscribers:
   Beginning of period                 833.5    766.7     713.5
   Installations                       146.0    121.9     105.8             20         15
   Disconnects                         (58.1)   (55.1)    (52.6)            (5)        (5)
- ------------------------------------------------------------------------------------------
   End of period                       921.4    833.5     766.7             11          9
==========================================================================================
Average number of subscribers          875.5    797.5     739.0             10          8
Disconnect rate (a)                      6.6%     6.9%      7.1%
==========================================================================================


(a) The  disconnect rate is a ratio, the  numerator of which is the gross number
    of customer cancellations during the period  and the denominator of which is
    the average number of customer subscribers for  the period. The gross number
    of customer cancellations is reduced for customers who cancel service at one
    location but continue service at a new  location, customer accounts acquired
    from dealers that cancel during a specified contractual term that allows the
    account to be charged back to the dealers, and inactive sites that return to
    active service during the period.


Installations  increased  20%  for  2004  and 15% for  2003 as  compared  to the
prior-year periods primarily as a result of growth in Company-owned  branches as
well as the growing dealer  network.  BHS believes its 2004 and 2003  disconnect
rates  improved  over  the  respective  prior-year  periods  largely  due to the
cumulative  effect of having  improved its  subscriber  selection  and retention
processes in recent years and its high quality customer service. Since a certain
number of disconnects cannot be prevented,  including, for example,  disconnects
that occur  because  customers  move,  the  disconnect  rate may not  materially
improve in the future.

2004
Revenues  increased 11% in 2004 primarily due to a 10% larger average subscriber
base, as well as higher  average  monitoring  rates,  higher  revenues from home
builders and higher service revenues.  The slight increase in average monitoring
rates was primarily due to new customers  initiating  service at higher  average
monitoring rates than the average rates being paid by existing customers.  These
factors  also  contributed  to a 12% increase in monthly  recurring  revenues as
measured at year end.

Operating profit for 2004 increased 13% as higher profit from recurring services
was  partially  offset by an increased  investment  in new  subscribers.  Higher
profit from  recurring  services was primarily due to increased  monitoring  and
service revenues resulting from a larger average subscriber base and to a lesser
extent from improved service  margins.  These increases were partially offset by
increased  depreciation  and other costs  associated with the larger  subscriber
base.  Investment in new subscribers  increased 22% on 20% higher  installations
during  2004,   reflecting  an   investment  in  additional   sales  and  branch
infrastructure to support expansion of installation services offered across most
lines of business,  partially offset by more  cost-effective  marketing efforts.

                                       33




BHS  intends  to expand  its  presence  in  commercial  alarm  installation  and
monitoring.  As a result, the investment in new subscribers may continue to grow
faster than  installations  as BHS develops the resources  needed to achieve its
objectives.  BHS intends to add a second  monitoring  center  which may slow the
growth  in  profit  from  recurring  services  in the near  term.  Both of these
initiatives  are  expected  to have a  positive  impact  on  future  growth  and
productivity.

2003
The increase in BHS's  revenues for 2003 versus 2002 was  primarily due to an 8%
larger average  subscriber  base, as well as a higher average  monitoring  rate,
higher  revenue  from home  builders  and higher  service  revenues.  The slight
increase  in  average  monitoring  rates was  primarily  due to  higher  average
monitoring  rates for new customers  initiating  service compared to the average
rate being paid by existing  customers.  The above factors also contributed to a
10% increase in monthly recurring revenues as measured at year end.

Operating profit increased 17% in 2003 from 2002 as higher profit from recurring
services was partially  offset by an increased  investment  in new  subscribers.
Higher profit from recurring services was primarily due to increased  monitoring
revenues from the larger  average  subscriber  base as well as improved  service
margins, partially offset by higher depreciation and other costs associated with
the larger subscriber base.  Investment in new subscribers  increased 13% on 15%
higher  installations  during  2003  reflecting  more  effective  marketing  and
installation  efforts  partially  offset by an investment  in  additional  sales
infrastructure  to support  expansion of installation  services  offered to home
builders.

Other
Police  departments in several U.S.  cities are not required to respond to calls
from alarm  companies  unless an emergency has been visually  verified.  If more
police  departments in the future refuse to automatically  respond to calls from
alarm companies without visual  verification,  this could have an adverse effect
on future results of operations  for BHS. In cities that have stopped  providing
police response to burglar  alarms,  BHS has offered its customers the option of
receiving  private guard  response  from guard  companies who in most cases have
contracted with BHS.

Reconciliation of Non-GAAP Measures - Monthly Recurring Revenues

The purpose of this table is to reconcile monthly recurring revenues, a non-GAAP
measure, to its closest GAAP counterpart, BHS' total revenues.


                                                    Years Ended December 31,
(In millions)                                     2004       2003       2002
- -------------------------------------------------------------------------------
Monthly recurring revenues  ("MRR") (a)    $      26.1       23.3       21.1
Amounts excluded from MRR:
   Amortization of deferred revenue                2.1        2.0        2.0
   Other revenues (b)                              1.8        2.4        1.2
- -------------------------------------------------------------------------------
Revenues on a GAAP basis:
   December                                       30.0       27.7       24.3
   January - November                            315.6      282.7      258.1
- -------------------------------------------------------------------------------
   January - December                      $     345.6      310.4      282.4
===============================================================================

(a)  MRR is  calculated  based  on the  number  of  subscribers  at  period  end
     multiplied  by the average  fee per  subscriber  received in the last month
     of the period for contracted monitoring and maintenance services.

(b)  Revenues that are not pursuant to monthly contractual billings.


The Company believes the presentation of MRR is useful to investors  because the
measure  is widely  used in the  industry  to  assess  the  amount of  recurring
revenues from subscriber fees that a security business produces.


                                       34




BAX Global

Executive Overview

BAX Global helps its  customers  move heavy weight  freight and provides  supply
chain management services.  BAX Global's business model is different in the U.S.
than in the other countries in which it operates.

In  the  U.S.,  BAX  Global  operates  as  both  an  integrator  and  a  freight
forwarder/supply chain management ("SCM") provider. As an integrator, BAX Global
operates its own network of planes and trucks with a freight  sorting hub.  This
network  permits the Company to offer to its  customers a full range of reliable
services ranging from expedited to deferred deliveries.  Accordingly, management
focuses on the resources needed to ensure that the BAX Global network  maintains
reliable service levels.  The hub and planes commit BAX Global to a higher level
of fixed costs and capital than freight forwarders, making volume throughput and
pricing important to financial performance.

Freight  forwarders  and supply chain  management  companies  arrange to use the
assets  of  others  while  providing  services  similar  to  those  provided  by
integrators.  As a result,  their level of fixed costs and capital  employed are
usually  lower than for  integrators.  However,  since they do not  control  the
resources  used,  it is more  difficult  for  freight  forwarders  to  meet  all
customers' needs with the same reliability as an integrator.

Since 1999, BAX Global has significantly  reduced the resources  employed in the
U.S.  as an  integrator  by  focusing  only on areas  where it  expects to match
customer  needs.  At the same time, it has expanded its offering of less capital
intensive  freight  forwarding  and SCM.  Because  this  should  make  financial
performance  in the U.S.  less  subject  to  fluctuation  solely on the basis of
volume  throughput,  management  expects  to  continue  to  expand  its  freight
forwarding and SCM operations.

In its non-U.S.  operations,  BAX Global  functions as a SCM/freight  forwarder.
Management  believes its operations in Asia perform well and are well positioned
for growth there. In particular,  BAX Global is focused on expanding its already
significant  presence in China.  Operations in Europe have not performed as well
so management is focused on growing revenue with acceptable margins and reducing
resources where they may not match up with customers' needs.

Performance  at BAX  Global has been and will  continue  to be  affected  by the
economy.  Absent  changes in market share,  BAX Global will perform  better in a
growing economy.  In addition,  the velocity of shipments and manufacturing will
affect the ability of shippers to choose deferred versus expedited freight.  The
higher the velocity of an economy,  usually the more expedited,  higher-margined
freight is used. BAX Global's  performance will also be affected by the relative
performance of the customers and industries it focuses its resources upon.


                                       35




There is also a seasonal factor in BAX Global's  performance.  In a normal year,
demand for BAX Global's  services is highest in the third and fourth quarters of
the year and weakest in the first and second quarters.  Of course, trends in the
economy can impact normal seasonality.





                                                Years Ended December 31,                 % change
- -----------------------------------------------------------------------------------------------------
(In millions)                                  2004        2003       2002              2004     2003
- -----------------------------------------------------------------------------------------------------
 
Revenues

Americas (a)                            $   1,161.8       976.0       989.9              19       (1)
International (b)                           1,366.6     1,098.3       951.7              24       15
Eliminations                                  (87.8)      (75.1)      (70.1)            (17)      (7)
- -----------------------------------------------------------------------------------------------------
                                        $   2,440.6     1,999.2     1,871.5              22        7
=====================================================================================================

Operating Profit (Loss)

Americas (a)                            $      22.6       (30.9)      (15.1)             NM     (105)
International (b)                              49.5        41.2        43.8              20       (6)
Corporate and other                           (15.9)       (7.3)      (11.1)           (118)      34
- -----------------------------------------------------------------------------------------------------
                                        $      56.2         3.0        17.6             200+     (83)
=====================================================================================================

Cash Flow Information

Depreciation and amortization           $      41.8        47.0        44.4             (11)       6
Capital expenditures                           25.4        23.6        27.1               8      (13)
=====================================================================================================

Operating Statistics

Intra-America revenue                   $     554.5       464.6       468.6              19       (1)
Worldwide expedited freight services:
   Revenues                             $   1,847.4     1,501.0     1,452.4              23        3
   Weight in pounds                         1,805.3     1,568.0     1,530.3              15        2
=====================================================================================================


(a)  U.S., Mexico, Latin America and Canada.

(b)  Europe-Middle East-Africa ("EMEA") and Asia-Pacific.


Profits are shared among the origin and destination  subsidiaries on most export
volumes.  Performance in BAX Global's U.S. business, the region with the largest
domestic  and export  volume,  significantly  affects the  results of  worldwide
expedited freight services. Eliminations revenues primarily reflect intercompany
revenue eliminations on shared services.

BAX Global's  revenues and operating profits are affected by the seasonal nature
of  customers'  businesses.  BAX Global  generally  recognizes  more revenue and
operating  profit in the last half of the year  compared to the first half.  The
relative  strength of the  worldwide  economies  may have a larger effect on BAX
Global's results as compared to seasonal forces.


                                       36




BAX Global  operates  throughout  most of the  world.  Revenues  in all  regions
include both expedited and nonexpedited freight services.

BAX Global's Products
- ---------------------
                                                                Region offered
Heavy Freight Services:                                         --------------
     Expedited
     ---------

        o  Overnight delivery                                   Worldwide

        o  Second-day delivery                                  Worldwide

        o  Wholesale freight forwarding                         Americas

        o  Air import and export delivery                       Worldwide

     Nonexpedited
     ------------

        o  BAXSaver Suite of deferred delivery products
           (various deferred delivery terms)                    Americas

        o  Customs brokerage services                           Worldwide

        o  Aircraft charter services                            Worldwide

        o  Ocean delivery                                       Worldwide

Supply Chain Management Services                                Worldwide


2004

Overview
Operating  profit in 2004 was $53.2 million above last year on a 22% increase in
revenues (19% increase in revenues on a constant  currency  basis).  Revenue was
significantly  higher in the  Americas,  higher in Asia,  and  higher in Europe,
where it would  have been  slightly  lower  except  for the  effect of  currency
changes.  Operating  profit  increased  as a result  of  higher  volumes  in the
Intra-America  network.  Volumes  and revenue  were higher in the  Intra-America
network because of the effects of a strengthening U.S. economy and increased air
export volumes.  Freight forwarding and supply chain management activity grew in
Asia-Pacific due to the strong economy there.

Americas
Americas revenues increased 19% in 2004 as compared to 2003 as the strengthening
economy led to higher  volumes  across the board.  Revenues in the United States
were up about 19% due to the higher volume of both domestic and export  freight.
The rest of the Americas benefited similarly. In addition, flying under contract
for the U.S.  government and other charter  activity for both the government and
commercial customers grew at a similar pace.

Operating profit in the Americas was over $53 million higher in 2004 as compared
to 2003.  Performance  was up largely  as the  result of the impact on  resource
utilization  and  yields of the  increase  in  volume.  Operating  profit in the
Americas  for 2004  includes  a $5.0  million  impairment  charge  to cover  the
abandonment of capitalized transportation logistics software.

The  impact of  higher  market  fuel  costs in 2004 was not  significant  to the
performance of BAX Global primarily as a result of the Company's ability to pass
through a portion  of higher  fuel costs to  customers  through  fuel  surcharge
adjustments to billings.  The fuel surcharge  represents  approximately  6.5% of
revenues  in the  Americas  region for 2004.  The  Company  is  relying  less on
financial  derivatives  to hedge fuel costs because fuel  surcharges  are widely
accepted within the industry and are reasonably  effective at hedging  increases
in fuel prices.

International
In 2004, International revenues increased 24% and operating profit increased 20%
as compared to 2003. On a constant currency basis, revenues were 19% higher than
2003,  with a 30% increase in Asia-Pacific  and a 1% decrease in Europe,  Middle
East and Africa  ("EMEA").  The increase in  Asia-Pacific  was  primarily due to
improved economic conditions and new business in several Asia-Pacific countries,
primarily associated with the high technology industry.  In the EMEA region, the
increase  in  operating  profit for 2004 as  compared  to 2003 was the result of
improved air exports volumes.

                                       37




BAX Global Corporate and Other
The increase in BAX Global's  corporate and other expense in 2004 as compared to
2003 was  primarily  due to  higher  incentive-based  compensation  expense  and
foreign currency translation losses.

2003

Overview
Operating  profit in 2003 was $14.6  million below 2002 despite a 7% increase in
revenues (3%  increase in revenues on a constant  currency  basis).  Revenue was
lower in the Americas, higher in Asia, and higher in Europe, where it would have
been lower except for the effect of currency changes. Operating profit was lower
as a result of lower volumes in the Intra-America  network.  Volumes and revenue
were lower in the  Intra-America  network  because of the effects of a weak U.S.
economy and a shift from expedited to deferred  products.  Partially  offsetting
this were the effects on revenue and  earnings of increased  air export  volumes
and supply chain management activity in Asia-Pacific.

Americas
BAX Global's 2003 operating loss in the Americas region was $15.8 million higher
than 2002 on a 1% decrease in revenues.  A decrease in  operating  profit due to
lower  Intra-America   volumes  of  higher-yielding   overnight  and  second-day
products, more than offset an increase in operating profit due to higher volumes
for deferred  products and volumes related to BAX Global's new wholesale freight
forwarding  product.  Although volumes, in total, were lower in 2003 compared to
2002, volumes in the fourth quarter of 2003 were above the prior-year quarter.

U.S.  air export  revenues  reflect the benefit of being able to pass through to
customers a portion of the  surcharges  charged by airlines for high fuel costs,
security and other reasons. U.S. air export volumes were slightly higher in 2003
over 2002, while revenue per pound,  excluding  surcharges,  declined in 2003 as
compared to 2002. Growth in the U.S. supply chain management  business increased
revenues by $14.4 million in 2003 as compared to 2002 due to the addition of new
customers as well as increased  activity with existing  customers.  Revenues and
operating results in 2003 were adversely affected by lower third-party  aircraft
charter activity compared to the prior year period.

The  2003  operating  loss in the  Americas  includes  higher  expense  from the
Company's  primary U.S.  pension plan as well as higher health care costs in the
2003 periods.  Heavy maintenance expense was $9.3 million lower in 2003 compared
to 2002  primarily  due to a reduction in flight hours as a result of a decrease
in third-party aircraft charter activity.  Adjustments made in the first half of
2003 in conjunction with the  renegotiation of certain return  provisions of its
aircraft lease  agreements and the completion of a study of the lease agreements
also reduced heavy maintenance expense.

International
International  operating  profits decreased 6% in 2003 compared to 2002 on a 15%
increase in revenues (7% increase in revenues on a constant  currency  basis). A
decrease  in  operating  profits  in the EMEA  region  was  partially  offset by
improved  profits  in  Asia-Pacific.   Reduced  demand  and  competitive  market
pressures  in the  EMEA  region  continued  due to the  combined  effect  of the
strengthening currencies and the weak European economy resulting in lower export
volumes and flat import  volumes  compared  with 2002.  Revenues  and  operating
profit for 2003  benefited  from an  increase in air export  volumes  within the
Asia-Pacific   region  and  from   Asia-Pacific   to  the  U.S.   In   addition,
Asia-Pacific's   results  benefited  from  growth  in  supply  chain  management
operations,  including the effects of an expansion of operations in China during
2003, as well as increased activity from existing customers.

BAX Global Corporate and Other
BAX Global's  corporate and other expense  decreased $3.8 million in 2003 versus
the prior-year  period due to foreign currency  exchange  transaction  gains and
lower administrative costs.


                                       38



Corporate Expense - The Brink's Company


                          Years Ended December 31,                 % change
- ------------------------------------------------------------------------------
(In millions)              2004    2003     2002                2004     2003
- ------------------------------------------------------------------------------

Corporate expense    $     45.9    27.8     23.1                 65       20
==============================================================================


Corporate  expenses were $18.1 million  higher in 2004  primarily as a result of
approximately  $9 million  higher  professional  fees  related to the  Company's
documentation and testing of its internal controls as required by Section 404 of
the  Sarbanes-Oxley Act of 2002, and due to approximately $4 million higher long
term incentive-based compensation expense. The Section 404 costs are expected to
be lower in 2005  compared to 2004.  The increase in  corporate  expense in 2003
primarily reflected increases in benefit-related  expenses as well as additional
costs related to the implementation of Section 404.


Retained Liabilities and Assets of Former Natural Resource Operations

Executive Overview

The Company retains obligations which arose during its long history of operating
within the coal industry.  Since these obligations  require  significant  annual
cash  outflows and the  recording of  significant  annual  expenses,  management
believes it is important to closely  monitor and manage  these  obligations  and
address the related financial effects.

Of the  various  obligations,  several  have  shorter  terms and  lesser  values
(reclamation,   advance  minimum  royalties,   workers'   compensation  and  the
multi-employer pension plan withdrawal liability).  The Company expects the cash
payments  for these to be  concentrated  over the next few years and then end or
decline significantly.

The other three  obligations  (retiree medical benefit plan,  Health Benefit Act
and Black  Lung) are  longer in term and  higher  in  estimated  cost.  Payments
associated  with each  liability are projected to be made over the next 60 years
or  more.  Each  liability  is  largely  medical  benefits-related,  so  medical
inflation  is an  important  consideration.  Each  obligation  covers  a pool of
individuals  which is  essentially  capped since the Company no longer  operates
within the coal  industry.  Further,  such  individuals  are, for the most part,
above or near normal retirement age. Accordingly, these obligations should see a
steady decrease in number of participants and beneficiaries  over time. The only
exception  to  this is the  potential  exposure  to an  increased  share  of the
unassigned obligation under the Health Benefit Act.

The net present  value of these  obligations  is a valuable  tool for  assessing
their fair value as of a point in time. However, such values will fluctuate over
time solely due to changes in market interest rates. The critical factor in each
obligation is the cash flow needed to satisfy it.

The Company  employs a team of employees,  along with third parties,  to monitor
and  control  these  liabilities  with a primary  goal of  reducing  future cash
out-flows.  The primary  activities of this group are to verify  eligibility  of
participants,  design and implement plans which provide the required  benefit at
the lowest cost and verify costs charged to these plans.

The  Company  has also  taken the step of  establishing  a VEBA in order to help
manage  the  financial  impact  of the  obligations.  The  VEBA is used as a tax
efficient way to fund the  obligations  related to the retiree  medical  benefit
plan.  A  second  VEBA  could  be set up to help  fund the  Health  Benefit  Act
obligations. A funded VEBA or VEBAs will help insulate the Company's assets, and
eventually its cash flow, from the obligations.  The Company  currently plans to
fund the VEBA over time to a range of $300 to $400 million.

Legacy  Liabilities  and  Assets
The Company refers to its various  long-term  liabilities  and assets related to
the former coal operations as its "legacy"  liabilities and assets.  Some of the
Company's  legacy  liabilities  and assets are not fully recorded on the balance
sheet because  certain  losses have been  deferred in  accordance  with GAAP. In
addition  under GAAP,  some of these  liabilities  are  discounted  to reflect a
present value, while others are not discounted.

                                       39



To facilitate an  understanding  of the total  estimated  present value of these
liabilities  and assets as of December 31, 2004, the following  table presents a
Company-defined  amount, a "Legacy Value," for the Company's legacy  liabilities
and assets.  Some of the Legacy Values are considered  non-GAAP measures because
they exclude GAAP deferred loss  adjustments,  or reflect discounts to a present
value for  liabilities  with  extended  payment  dates that are not  recorded at
present value under GAAP. The table reconciles each non-GAAP Legacy Value to its
GAAP counterpart.

The  liabilities  and assets in the table are based on a variety  of  estimates,
including actuarial assumptions, as are described in the Application of Critical
Accounting Policies and in the notes to the consolidated  financial  statements.
These  estimated  liabilities  and assets  will  change in the future to reflect
payments made,  investment  returns,  annual  actuarial  revaluations,  periodic
revaluations of reclamation  liabilities and other changes in estimates.  Actual
amounts could differ materially from the estimated amounts.




                                                                                   December 31, 2004
                                                                               Add Back        Amounts Not
                                                               Legacy         Present-Value   Yet Recognized       GAAP
(In millions)                                                  Value            Effect         Under GAAP        Amount
- ------------------------------------------------------------------------------------------------------------------------
 
Legacy liabilities:
   Company-sponsored retiree medical (a):
     Before Medicare subsidy and VEBA                      $   676.5               -             (375.6)          300.9
     Medicare subsidy value                                    (58.8)              -               53.0            (5.8)
     VEBA                                                     (172.4)              -                8.0          (164.4)
- ------------------------------------------------------------------------------------------------------------------------
       Company-sponsored retiree medical                       445.3               -             (314.6)          130.7

   Health Benefit Act (b)                                      104.1              81.4              -             185.5
   Black lung (c)                                               55.2               -              (13.7)           41.5
   Multi-employer pension plans withdrawal liability (d)        36.6               -                -              36.6
   Workers' compensation                                        30.2               -                -              30.2
   Advance minimum royalties                                    13.0               -                -              13.0
   Reclamation                                                   4.6               -                -               4.6
- ------------------------------------------------------------------------------------------------------------------------
Legacy liabilities                                         $   689.0              81.4           (328.3)          442.1
========================================================================================================================
Legacy assets:
   Other assets (e)                                        $    15.5               -                -              15.5
   Deferred tax assets (f)                                     261.7              28.5           (133.4)          156.8
========================================================================================================================


(a)  Company-sponsored   retiree  medical  liabilities   are  accounted  for  in
     accordance with Statements of Financial  Accounting  Standards ("SFAS") No.
     106,  "Employers'   Accounting  for  Postretirement   Benefits  Other  Than
     Pensions."  SFAS No. 106  requires a liability  be recorded for the present
     value of future obligations; however, under the provisions of SFAS No. 106,
     actuarial  gains and losses are deferred.  Actuarial gains and losses occur
     when actual events differ from  assumptions  (for example,  when the actual
     health care inflation rate differs from the assumed  inflation rate or when
     the actual return on investments is different than the estimated return) or
     when  changes  are made to  assumptions  used to  estimate  the  liability,
     including  the  discount  rate used to compute the present  value (5.75% at
     December 31, 2004),  expected  health care inflation  rates,  expected life
     expectancy  rates,  asset  returns and the effect of the Medicare  subsidy.
     Actuarial  gains and  losses are not  immediately  recognized  in  earnings
     because  SFAS No. 106 allows  employers to defer these gains and losses and
     then amortize these gains and losses into earnings in future periods if the
     total  unrecognized  net gains and losses  exceed 10% of the greater of the
     accumulated  postretirement  benefit  obligation  or plan  assets as of the
     beginning of the year. As a result,  the  Company's  balance sheet does not
     reflect  these  liabilities  at the  full  present  value  of the  ultimate
     projected obligations at the end of the year. The Legacy Value in the table
     reflects  the  Company's   liability  had  the  Company's  total  projected
     obligations  been  fully  accrued  at  the  end of the  year.  The  Company
     discloses the  projected  amount of its  obligation  before the deferral of
     unrecognized  gains  and  losses  as  "funded  status"  in  note  4 to  the
     consolidated financial statements.

     In  December  2003,  the  Medicare   Prescription  Drug,   Improvement  and
     Modernization Act of 2003 (the "Act") was signed into law. The Act provides
     for the payment of subsidies to sponsors of retiree  medical  benefit plans
     for a portion  of the  pharmaceutical  expenses  as long as the plan  meets
     certain  regulations.  The $58.8  million  Legacy  Value in the table above
     reflects an estimate of the current value of such payments over the life of
     the plan.

     In January 2004, the Company  designated the VEBA to pay future benefits of
     the Company-sponsored medical plans.  Accordingly,  it is now accounted for
     as a reduction to the liability value of such plans.

                                       40



(b)  Health Benefit Act liabilities are accounted for  in  accordance with  EITF
     No. 92-13,  "Accounting for Estimated  Payments in Connection with the Coal
     Industry Retiree Health Benefit Act of 1992," and, accordingly, the Company
     has accrued the  undiscounted  estimate of its  projected  obligation.  The
     Company uses various  assumptions  to estimate its  liability to The United
     Mine  Workers of America  Combined  Fund (the  "Combined  Fund") for future
     annual   premiums,   including  the  number  of  assigned  and   unassigned
     beneficiaries  in future  periods,  medical  inflation,  and the  amount of
     funding  of the  Combined  Fund to be  provided  from  the  Abandoned  Mine
     Reclamation  Fund in future  periods.  The  estimated  annual  payments are
     expected  to  gradually  decline  over time as the  beneficiary  population
     declines, and the Company expects payments will be made over the next 60 to
     70 years.  To determine  the Legacy Value of these  assets,  the  Company's
     actuaries  discounted  the  estimated  future cash flows to a present value
     amount using a discount rate of 5.75%.  The  Company's  estimates of annual
     payments  may  change  materially  due to  changes  in future  assumptions.
     Changes to the 1992 law under which benefits are paid also could materially
     affect the  Company's  estimate of its  liability.  The  estimation  of the
     Legacy Value should not be  considered  a precise  estimate  because of the
     many variables that have been used to determine the estimate, including the
     discount rate and the amount of expected annual cash flows.  There are many
     factors that may change and cause the amount  recorded in the balance sheet
     to not be  representative  of the amount the Company may actually  pay.

(c)  Actuarial  gains and losses  resulting  from  changes in  estimates  of the
     Company's  black lung  obligations are deferred and amortized into earnings
     in future periods. As a result, the Company's balance sheet does not report
     these liabilities as if the projected  obligation had been fully accrued at
     the end of the year.  The Legacy Value in the table  reflects the Company's
     projected  obligations had it been fully accrued at the end of the year. Of
     the Company's  $55.2 million of present  value of  self-insured  black lung
     benefit  obligations at December 31, 2004,  approximately $41.5 million had
     been  recognized  on the balance  sheet,  with the  difference  relating to
     deferred  unrecognized  actuarial  losses.  See note 4 to the  consolidated
     financial statements for further information.

(d)  The Company participates in two coal-related  multi-employer  pension plans
     and believes that it is likely that a withdrawal will occur during the plan
     year ending June 30, 2005. A  withdrawal  would  require the Company to pay
     its pro rata share of the underfunded  position of the plans as of June 30,
     2004. The payments to settle these obligations may be made in 2005, and the
     estimated amounts have been classified as a current liability.

(e)  "Other  Assets" in the table is primarily a receivable  from  the  state of
     Virginia  related to tax benefits  earned because of coal produced in prior
     years.  The Company expects to receive  approximately $5 million in each of
     2005 and 2006; $3 million in 2007 and $1 million in each of 2008 and 2009.

(f)  The  Company has not  yet taken  deductions  in its tax returns for most of
     the retained liabilities  associated with the former coal business, and has
     recorded a deferred tax asset for this future  benefit for these  temporary
     differences in book and tax bases. The Company's  deferred tax benefit on a
     Legacy  Value  basis is  different  from its GAAP  counterpart  because the
     Company's  temporary  differences  were based on the  Legacy  Values of the
     various coal-related liabilities and assets. In other words, if the Company
     had recorded the higher net Legacy Value of the  liabilities on its balance
     sheet,  it would have also  recognized  a larger  deferred  tax asset.  The
     $133.4 million reconciling item represents the additional  hypothetical tax
     benefit  related to the  Company-sponsored  retiree  medical and black lung
     obligations.  The $28.5 million  reconciling item represents the associated
     decrease to the deferred tax asset if the Health Benefit Act liability were
     recorded on a discounted basis.

Under the Health Benefit Act, the Company and various  subsidiaries  are jointly
and  severally  liable for  approximately  $440  million,  at Legacy  Value,  of
postretirement medical and Health Benefit Act obligations in the above table.

Projected  Payments and Expenses of Retained Coal Liabilities and Administrative
Costs
The following  tables  include the actual cash payments and expense  (continuing
operations  only) related to the Company's  former coal liabilities for 2003 and
2004 and those projected for the next five years.

The projected  payments and expenses are estimated based on the assumptions used
in determining the estimated Legacy Value and GAAP  counterparts at December 31,
2004;  the  actual  amount of  payments  and  expense in future  periods  may be
materially different than amounts presented. The amounts paid or expensed in the
future will be dependent on many factors, including inflation in health care and
other costs,  the ultimate impact of the recently  enacted Medicare reform bill,
discount rates,  the market value of  postretirement  benefits plan assets,  the
level of  contributions  to and the  performance  of the  VEBA,  the  number  of
participants in various benefit programs,  and the level of administrative costs
needed to manage the retained liabilities.

                                       41



Cash Payments





(In millions)                                    Actual Payments                   Projected Payments
- ----------------------------------------------------------------------------------------------------------------
Years Ending December 31,                        2003       2004         2005     2006    2007     2008     2009
- ----------------------------------------------------------------------------------------------------------------
 
Postretirement benefits other than pensions:
  Company-sponsored medical plans (a):
      Before Medicare subsidy                $    30         35       $   38       41      44       46      47
      Estimated effect of Medicare subsidy        -           -           -        -       (3)      (3)     (3)
- ----------------------------------------------------------------------------------------------------------------
        Subtotal                                  30         35           38       41      41       43      44
   Health Benefit Act                              8          9            9       12      11       11      10
   Black lung                                      8          7            5        5       5        5       5
Withdrawal liability                               -          -           37        -       -        -       -
Workers' compensation                              8          5            4        4       3        2       2
Advance minimum royalties                          1          1            1        3       2        2       1
Reclamation and inactive mine costs                5          3            3        1       1        -       -
Administration and other                          18          8            5        5       4        4       4
Cash proceeds and receipts                        (3)        (6)           -        -       -        -       -
- ----------------------------------------------------------------------------------------------------------------
   Total                                     $    75         62       $  102       71      67       67      66
================================================================================================================
VEBA contributions (a)                       $    82         50       $    -        -       -        -       -
================================================================================================================


(a)  The Company has contributed cash  to a VEBA  to  be  used  to  make  future
     payments of the Company's  retiree  medical plans.  The Company  intends to
     continue  to   contribute   to  the  VEBA,   depending  on  tax  and  other
     considerations  such as alternative  uses of capital,  until the VEBA holds
     between  $300  million  and  $400  million.  The  Company  reevaluates  its
     contribution  policy  annually and is not  obligated to fund the VEBA.  The
     Company may elect at any time to use either  these  assets or its cash from
     operations  to pay  benefits  for  its  retiree  medical  plans.  Estimated
     payments  in the table have not been  reduced to reflect  the use of assets
     held by the VEBA  since  there are no plans to do so within  the five years
     projected.


Expenses in Continuing Operations




(In millions)                                     Actual Expense                     Projected Expense
- ----------------------------------------------------------------------------------------------------------------
Years Ending December 31,                         2003       2004        2005     2006    2007     2008     2009
- ----------------------------------------------------------------------------------------------------------------
 
Postretirement benefits other than pensions:
   Company-sponsored medical plans (a):
     Before Medicare subsidy and VEBA         $    50         52      $   59       58      58       57       56
     Estimated effect of Medicare subsidy           -         (6)         (7)      (7)     (7)      (7)      (7)
     Estimated investment income in VEBA (a)        -         (9)        (15)     (16)    (18)     (19)     (21)
- ----------------------------------------------------------------------------------------------------------------
       Subtotal                                    50         37          37       35      33       31       28
   Black lung                                       6          5           4        4       4        4        4
Pension (b)                                        (1)         2           4        4       3        1        1
Administrative, legal and other coal expenses, net 18          9           7        6       5        5        5
Other income, net (c)                              (3)        (7)          -        -       -        -        -
- ----------------------------------------------------------------------------------------------------------------
     Total                                    $    70         46      $   52       49      45       41       38
- ----------------------------------------------------------------------------------------------------------------


(a)  Beginning in 2004, the Company  has accounted  for the VEBA as a plan asset
     of Company-sponsored  medical plans in accordance with SFAS No. 106 and has
     recognized a lower amount of amortization of previously unrecognized losses
     due to the  effects  of the 2003  medical  subsidy  legislation.  The above
     projection does not assume that any further  contributions  will be made to
     the VEBA. To the extent contributions are made, projected investment income
     will  be  increased  to  reflect  the  long-term  rate  of  return  on such
     contributions.

(b)  The above projection does not assume that any pension contributions will be
     made. If voluntary or required  contributions are made,  projected expenses
     from that year forward would be reduced by the expected long-term return on
     those contributions.

(c)  The  Company  has not  recognized an approximate $6 million gain related to
     the 2003 coal  property  sale since the purchaser has not yet fully assumed
     certain liabilities contractually transferred in the sale.

                                       42


Following are comments covering the more significant  legacy  liabilities in the
above tables. For additional information,  please see note 4 to the consolidated
financial  statements.  Each of these  liabilities  and assets are  affected  by
estimates and judgments.  More  information on this is available at "Application
of Critical  Accounting  Policies"  later in this  Management's  Discussion  and
Analysis.

Company-Sponsored Retiree Medical Benefits Obligations and VEBA
The Company provides postretirement health care benefits to eligible former coal
miners and their  dependents.  With the  assistance  of  actuaries,  the Company
annually  reevaluates  the  estimated  future cash flows,  expenses  and current
values of the obligations. Projected payments are expected to increase each year
for the next  five  years as a  result  of  medical  inflation  and as  eligible
participants  attain retirement age. This will be partially offset by reductions
in the number of participants through mortality.

The Legacy Value,  which equals the funded status at December 31, 2004 decreased
to $445 million from $526  million at December 31, 2003.  Most of this  decrease
was due to the  assignment of the VEBA to the plan.  The Company  restricted the
use of the VEBA in 2004 to pay only  Company-sponsored  retiree medical benefits
and the VEBA in 2004 is considered a plan asset.  Partially offsetting this were
the effects of reducing  the  discount  rate by 50 basis  points to 5.75% and an
increase in the assumed medical inflation rate.

The VEBA was  established  by the Company  under  Internal  Revenue Code Section
501(c)(9).  In general,  a contribution made to the VEBA becomes  deductible for
federal income tax purposes in the year in which it is made. Investment earnings
within the VEBA are not subject to federal  income tax.  Distributions  from the
VEBA to pay  designated  benefits or to  reimburse  the  Company for  designated
benefit  payments are nontaxable.  The Company can determine the timing and size
of any payment from the VEBA to cover expenses of eligible participants.

The Company  intends to increase  over time the amount of the assets  within the
VEBA to approximately $300 million to $400 million.  The increase is expected to
come from investment returns and contributions,  after taking into consideration
the Company's levels of cash and debt, tax position and growth needs.

Contributions to the VEBA along with investment  earnings  amounted to about $18
million  through  December 31, 2002. The Company  contributed $82 million to the
VEBA in 2003 and the VEBA generated $5 million in investment returns,  leaving a
balance of $105 million at December 31,  2003.  In 2004 the Company  contributed
approximately  $50  million to the VEBA and the VEBA  generated  $17  million in
investment returns,  leaving a balance of $172 million at December 31, 2004. The
Company  has not  finalized  its plans for  contributions,  if any,  in 2005 and
beyond.

The VEBA's assets are allocated among active investment managers of equities and
fixed income  securities.  Approximately 70% of the trust assets are invested in
equities,  with 30%  invested  in  fixed  income  securities.  The VEBA is being
invested in a similar  fashion to the Company's  primary U.S.  pension plan, and
the Company has estimated the same  expected  long-term  rate of return of 8.75%
per annum.

Health Benefit Act Obligations
In October  1992,  The Coal  Industry  Retiree  Health  Benefit Act of 1992 (the
"Health  Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health  Benefit  Act  established  rules for the  payment of future  health care
benefits for thousands of retired union mine workers and their  dependents.  The
Health Benefit Act  established a trust fund, The United Mine Workers of America
Combined Benefit Fund (the "Combined Fund"), to which "signatory  operators" and
"related persons," including The Brink's Company and certain of its subsidiaries
(collectively, the "Brink's Companies"), are jointly and severally liable to pay
annual  premiums  for  those  beneficiaries  directly  assigned  to a  signatory
operator and its related  persons,  on the basis set forth in the Health Benefit
Act.

In addition, the Health Benefit Act provides that assigned companies,  including
the Brink's  Companies,  are required to fund,  pro rata  according to the total
number  of  assigned  beneficiaries,  a  portion  of  the  health  benefits  for
unassigned  beneficiaries if these benefits are not funded from other designated
sources.  To date,  almost all of the funding for unassigned  beneficiaries  has
been provided from transfers from the Abandoned Mine  Reclamation Fund (the "AML
Fund") or other government sources.

                                       43




The  Company's  liability  for Health  Benefit Act  obligations  is equal to the
undiscounted  estimated  amount of future annual premiums the Company expects to
pay to the Combined Fund. The Company's estimated annual premium is equal to the
total number of beneficiaries (including assigned beneficiaries and an allocated
percentage of the total unassigned beneficiaries) at October 1, the beginning of
the plan year,  multiplied  by the premium per  beneficiary  for that year.  The
Company  expects to pay  annual  premiums  over the next 60 to 70 years,  but it
expects  these annual  premiums to gradually  decline over time as the number of
beneficiaries decreases.

Since the passing of the Health  Benefit Act, the vast majority of the costs for
unassigned beneficiaries have been paid with transfers of cash from the AML Fund
or other  government  sources.  From the inception of the Combined  Benefit Fund
through  December  31,  2004,  the  Company  has paid only $0.6  million  to the
Combined  Benefit Fund for benefits in the unassigned  pool. The Company expects
to pay an additional $0.5 million in 2005.

The authority for continued transfers from the AML Fund may expire in June 2005.
Since  the  continued  transfers  of funds  are not  sufficiently  assured,  the
Company's  current estimate of its obligations  assumes that no transfers beyond
2005 will be made.  There may be a legislative  or  regulatory  extension to the
transfer  authority.  If the transfer  authority  is  extended,  the Company may
decrease its estimate of the probable  liability for future premiums payments by
a material amount.

Moreover,  the Company's  estimate of its  contingent  liability for  unassigned
beneficiaries  could increase materially in the future if other responsible coal
operators become  insolvent.  This liability could also change materially if the
percentage of unassigned beneficiaries that are allocated to the Company changes
due to relative mortality rates of the Company's assigned beneficiaries compared
to the total assigned beneficiaries.

The Company  believes that Legacy Value  information  is useful to investors and
creditors  as an  estimate  of the fair value of a series of payments to be made
over an extended period of time for these obligations.




                             Legacy                    Add-Back                  GAAP
                             Value                  Present-Value               basis
                          (discounted)                  Effect               (undiscounted)
- ---------------------------------------------------------------------------------------------
(in millions)           2004        2003          2004         2003        2004          2003
- ---------------------------------------------------------------------------------------------
 
Assigned and other  $    67          71           53             61         120          132
Unassigned               37          35           29             31          66           66
- ---------------------------------------------------------------------------------------------
   Total            $   104         106           82             92         186          198
=============================================================================================



The Legacy  Value  (representing  the present  value of the  obligation)  of the
Company's  Health  Benefit Act  obligations  at December 31, 2004,  was slightly
lower than the $106  million of a year  earlier.  The Company made $9 million of
payments in 2004. In addition,  a slightly  lower number of  beneficiaries  were
assigned to the Brink's  Companies than was projected  last year.  Both of these
factors  explain  the  decrease  in  the  GAAP  basis   measurement,   which  is
undiscounted.  In  addition,  the Legacy  Value was  unfavorably  affected  by a
reduction  in the  discount  rate  used by 50 basis  points  to  5.75%,  and the
accretion of interest for 2004.

Payments  related to the Health  Benefit  Act are  projected  to rise in 2006 to
reflect  the current  assumption  that the  previous  sources of funding for the
unassigned  pool will not continue  beyond 2005. If future funding of all of the
unassigned  benefits  becomes  available  through the AML Fund or other sources,
projections  for 2006 and later  years may be reduced  by up to $4  million  per
year.

Any  changes  to  expected   future   obligations   determined   during   annual
reevaluations   are  recorded  as  expenses  or  benefits  within   discontinued
operations.

Black Lung Obligations
The Company  makes  payments to former  miners who have been  determined to have
pneumoconiosis  (black lung disease).  Such payments  primarily cover disability
payments and condition-related medical expenses. These payments stretch out over
many years and have been discounted to a net present value.  Actuarial gains and
losses are deferred and amortized  into expense over the average  remaining life
expectancy of all participants (approximately 10 years).

                                       44



The Legacy Value, which equals the accumulated projected benefit obligation,  of
the black lung obligations decreased to $55.2 million in 2004 from $63.0 million
in 2003 largely due to actuarial  gains  related to a reduction in the number of
pending  claims  against the Company and $7.0 million of cash  benefit  payments
made in 2004.  This was partially  offset by the effect of reducing the discount
rate by 50 basis points to 5.75% as of December 31, 2004.

Future cash  payments are expected to gradually  decline over time as the number
of  participants  declines  through  mortality.  Future  expense levels are also
expected to decline as the remaining value of obligations declines over time.

Withdrawal Liabilities
The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans. The Company believes that it is likely that it will withdraw
from the plans prior to June 30, 2005,  the plan's year end. A  withdrawal  from
the plans occurs when there is a significant  reduction in or elimination of the
hours worked by employees working under UMWA labor  agreements.  Upon withdrawal
from these  coal-related  plans,  the Company  will become  obligated to pay the
plans a portion of the  underfunded  status of the plans as of the  beginning of
the plan year in which a withdrawal occurs, as determined by the plan agreements
and by law.  The  Company  expects to become  obligated  to pay a $36.6  million
withdrawal liability during 2005 based on the funded status of the plans at June
2004.  The obligation  could change  materially if the Company does not withdraw
prior to June 30, 2005.

Discontinued Operations




                                                                       Years Ended December 31,
(In millions)                                                         2004      2003      2002
- -------------------------------------------------------------------------------------------------
 
Gain (loss) on sale of

   Timber                                                      $      20.7       4.8         -
   Gold                                                               (0.9)      -           -
   Natural Gas                                                          -       56.2         -
   Coal                                                                5.0       -          13.2

Results from operations

   Timber                                                             (0.5)     (0.2)       (1.0)
   Gold                                                               (1.2)     (4.1)       (7.6)
   Natural Gas                                                         -        11.2         9.0
   Coal                                                                -         -         (28.1)

Adjustments to contingent liabilities of former operations

   Health Benefit Act liabilities                                      3.2     (31.3)      (24.0)
   Withdrawal liabilities                                             15.4     (17.0)      (26.8)
   Reclamation liabilities                                            (0.1)     (3.2)        -
   Workers' compensation liabilities                                  (4.9)      0.2         -
   Recovery of environmental costs                                      -        5.3         -
   Other                                                              (3.3)     (2.7)        -
- -------------------------------------------------------------------------------------------------
Income (loss) from discontinued operation before income taxes         33.4      19.2       (65.3)
Income tax benefit (expense)                                         (12.5)     (8.0)       22.0
- -------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations                     $      20.9      11.2       (43.3)
=================================================================================================



Gain (loss) on Sale
The Company  sold a portion of its timber  business  for $5.4 million in cash in
2003 and recognized a $4.8 million pretax gain. In 2004, the Company received an
additional $33.7 million for the remaining portion of its timber business. After
deducting  the book value of related  assets and the payment of $6.2  million in
2004 to purchase  equipment  formerly  leased,  the Company  recognized  a $20.7
million pretax gain in 2004.


                                       45



In February 2004, the Company sold its gold  operations for  approximately  $1.1
million in cash plus the assumption of liabilities and recognized a $0.9 million
loss.

In August 2003,  the Company  sold its natural gas  business and received  $81.2
million in cash and recognized a $56.2 million gain.

During 2000 and 2001, the Company  recorded charges of $101.8 million to reflect
the estimated loss on the sale of the coal business. A $13.2 million reversal of
the previously  estimated  loss on sale was recorded  during 2002 to reflect the
amount of actual  proceeds and values of assets and  liabilities at the dates of
sale. The assets disposed of in 2002 primarily consisted of operations including
coal reserves, property, plant and equipment, the Company's economic interest in
Dominion  Terminal  Associates and  inventory.  Certain  liabilities,  primarily
reclamation  costs  related  to  properties  disposed  of,  were  assumed by the
purchasers.

In February  2005,  the  Company  received  additional  cash  proceeds  from the
previous sale of its coal  business in Virginia;  the related gain of $5 million
was recorded in 2004.

Results from Operations
The operating results of the coal,  natural gas, timber and gold operations have
been reclassified to discontinued operations for all periods presented.

The results of  operations  of the former  natural gas  operations  in the eight
months prior to the 2003 sale improved over the full year of 2002 as a result of
higher natural gas prices. The Company  recognized  impairment losses related to
its gold business of $1.7 million in 2003 and $5.7 million in 2002.

The  Company  accounted  for  the  disposition  of  its  coal  operations  under
Accounting  Principles Bulletin No. 30, ("APB No. 30") "Reporting the Results of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and  Infrequently  Occurring  Events and  Transactions."
Under APB No. 30, estimated losses of the coal operation expected to be incurred
through the end of the disposal period were accrued at the  measurement  date of
December 31, 2000. Accordingly,  operating losses (including significant ongoing
expenses  related  to  Company-sponsored   pension  and  postretirement  benefit
obligations  and black lung  obligations)  were recognized  within  discontinued
operations in different  periods than they would have been recorded if coal were
a continuing operation. Total recorded charges for Company-sponsored pension and
postretirement benefit obligations and black lung obligations were approximately
$2 million in 2002  representing the difference  between the estimated amount of
expenses  relating  to 2002 that were  accrued in 2001 and the  amount  actually
incurred  in  2002.   Beginning   in  January  of  2003   expenses   related  to
Company-sponsored  pension,   postretirement  and  black  lung  obligations  are
recorded in continuing operations.

The Company had recorded its  estimate of operating  losses  during the expected
disposal  period prior to the end of 2001.  The Company  recorded an  additional
$28.1   million  of  operating   losses   during  2002,   primarily   reflecting
worse-than-expected  price,  volume  and  costs  per ton of coal as a result  of
adverse coal market conditions during that year.

Adjustments to Contingent  Liabilities of Former  Operations
Health  Benefit Act  Liabilities.  The Company  has  obligations  under the Coal
Industry  Retiree  Health  Benefit Act of 1992 (the "Health  Benefit  Act"),  as
described in note 4 to the  consolidated  financial  statements.  The  estimated
liability is reduced each year as payments  are made.  In addition,  the Company
reduced  the  estimated  liability  by $3.2  million in 2004 and  increased  the
estimated  liability  by $31.3  million  in 2003 and  $24.0  million  in 2002 to
reflect changes in the estimates of the undiscounted  liability.  This estimated
liability will be adjusted in future periods as assumptions change.

The $3.2 million  reduction in the  liability in 2004 is primarily  related to a
slight  decrease  in the  number of  beneficiaries  assigned  to the  Company at
October  1, 2004  compared  to the  amount  estimated  at the end of 2003.  As a
result, the estimate of assigned beneficiaries in future periods was also lower.

                                       46




The $31.3 million charge in 2003 is primarily related to the assumed increase in
the number of unassigned  beneficiaries  allocated to the Company. The increased
allocation was due to two factors.  First, the Company  increased its allocation
percentage  because of a change in the way the  Company  interprets  the statute
governing the  allocation,  based on findings of court cases that year.  Second,
other coal  operations  became  insolvent  during the period and their  assigned
beneficiaries were transferred to the unassigned pool. These actions reduced the
denominator  (the total  assigned  pool) in the  computation  of the  allocation
percentage,  increasing the Company's allocation  assumption,  and increased the
unassigned pool.

The $24.0 million  charge in 2002  primarily  resulted from the Company's  being
able to obtain and use  Company-specific  information  regarding  the age of the
beneficiaries  covered by the Health  Benefit  Act  rather  than using  averages
relating to the entire  population of  beneficiaries  covered,  slightly  higher
per-beneficiary  health care  premiums,  and slightly  lower  mortality than was
estimated at the end of 2001 for the plan year ended September 30, 2002.

Withdrawal  Liabilities.  The Company participates in the United Mine Workers of
America  ("UMWA") 1950 and 1974 pension plans.  The Company  believes that it is
likely that it will withdraw  from the plans prior to June 30, 2005,  the plan's
year  end.  A  withdrawal  from the plans  occurs  when  there is a  significant
reduction in or elimination of the hours worked by employees  working under UMWA
labor  agreements.  Upon withdrawal from these  coal-related  plans, the Company
will become  obligated to pay the plans a portion of the  underfunded  status of
the plans as of the beginning of the plan year in which a withdrawal  occurs, as
determined  by the plan  agreements  and by law.  The Company  expects to become
obligated to pay a $36.6 million  withdrawal  liability during 2005 based on the
funded status of the plans at June 2004. The obligation could change  materially
if the Company does not withdraw prior to June 30, 2005.

The  Company's  estimate of the  obligation  in each year is based on the funded
status of the  multi-employer  plans for the most recent  measurement  date. The
change in the Company's  estimated liability in the last three years was largely
due to changes in the UMWA plans' unfunded liabilities.

Other. In 2004 the Company settled certain legal and other contingencies related
to its former coal operations and recognized $3.3 million of additional expense.

In 2003, the Company and a third party reached an agreement that establishes the
allocation of past costs related to the recovery of environmental  costs, and as
a result,  recognized a $5.3  million  pretax  gain.  The matter  relates to the
remediation  of the Company's  formerly  owned  petroleum  terminal  facility in
Jersey City, New Jersey.

Sale of Other Natural Resources Assets
In October 2003,  the Company sold its 23.3% equity  interest in MPI Mines Ltd.,
an Australian  minerals  exploration and  development  Company with interests in
gold and nickel, for $18.8 million in cash and recognized a $10.4 million pretax
gain in continuing operations.

In  November  2003,  the  Company  sold   substantially  all  of  its  remaining
coal-related  assets for $14 million in cash plus the  assumption of reclamation
and other  liabilities  for total proceeds of $28.8 million.  A gain of up to $6
million may be  recognized in 2005 as  liabilities  related to  reclamation  are
formally transferred to the buyer.

                                       47



Other operating income, net

Other  operating  income,  net,  is  a  component  of  the  operating  segments'
previously discussed operating profits.




- ----------------------------------------------------------------------------------------------------

                                                 Years Ended December 31,               % change
(In millions)                                  2004       2003        2002           2004      2003
- ----------------------------------------------------------------------------------------------------
 
Gains on sale of operating assets, net    $     5.9        7.7          -             (23)       NM
Impairment loss                                (5.8)      (1.3)         -             200+       NM
Foreign currency transaction gains, net         2.2        3.2         2.0            (31)       60
Royalty income                                  1.6        1.7         1.3             (6)       31
Share in earnings of equity affiliates          1.0        0.3         1.2            200+      (75)
Penalties on unpaid value-added taxes          (0.4)        -            -             NM        NM
Other                                           4.6        4.0         0.7             15       200+
- ----------------------------------------------------------------------------------------------------
Total                                     $     9.1       15.6         5.2            (42)      200
====================================================================================================



Other  operating  income  in 2004  included  $5.9  million  of  gains on sale of
operating assets,  net, which were primarily the result of disposing of residual
assets of the Company's  former coal  operations.  The  impairment  loss in 2004
primarily  relates to BAX  Global's  decision  to abandon  the  development  and
installation of software.  Other  operating  income in 2003 was higher than 2002
due  primarily  to $7.7  million  of  gains  on the  sale of  operating  assets,
including a $5.5  million  gain on the sale of  operating  assets of Brink's and
$2.2  million  in gains  from the sale of  residual  assets of the  former  coal
operations partially offset by losses on sales of other property and equipment.

Nonoperating Income and Expense

Interest Income

                          Years Ended December 31,              % change
- ------------------------------------------------------------------------------
(In millions)           2004       2003        2002           2004       2003
- ------------------------------------------------------------------------------

Interest income    $     4.6        6.2         3.1           (26)        100
==============================================================================


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.

                                       48




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.

                                       49




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.


Income Taxes




                               Income tax expense (benefit)             Effective tax rate
- -----------------------------------------------------------------------------------------------
Years Ended December 31,       2004       2003      2002            2004       2003      2002
- -----------------------------------------------------------------------------------------------
                                     (in millions)                       (in percentages)

 
Continuing operations     $    60.9      55.7       40.4            37.7%      75.4%     36.8%
Discontinued operations        12.5       8.0      (22.0)           37.4 %     41.7%     33.7%
===============================================================================================



Overview

The  Company's  effective  tax rate has  fluctuated in the past three years from
statutory rates due to various factors, including:

        o  changes in valuation allowances, and
        o  state taxes, changes in the expected geographical mix of earnings.

The Company establishes or reverses valuation allowances for deferred tax assets
depending on all available  information including historical and expected future
operating performance of its subsidiaries.  Changes in judgment about the future
realization of deferred tax assets can result in significant  adjustments to the
valuation  allowances.  Based on the Company's  historical  and future  expected
taxable  earnings,  management  believes  it is more  likely  than  not that the
Company will  realize the benefit of the  deferred tax assets,  net of valuation
allowances.

Continuing Operations

2004
The effective  income tax rate on continuing  operations in 2004 was higher than
the 35% U.S.  statutory tax rate  primarily as a result of the recording of $9.9
million  of net  valuation  allowance  adjustments,  mostly  related  to certain
European operations.

2003
The effective income tax rate for continuing  operations in 2003 was higher than
the 35% U.S. statutory tax rate primarily due to $28.4 million of net additional
valuation  allowance  adjustments  for certain  state and foreign  deferred  tax
assets.

2002
The effective income tax rate in 2002 was higher than the 35% U.S. statutory tax
rate  primarily due to foreign income taxes and the recording of $1.5 million of
valuation allowances.

Adjustments to income tax expense
The Company has recorded adjustments in each of the last three years based on an
ongoing analysis of its U.S. and non-U.S.  current and deferred income tax asset
and liability accounts. The Company has included in current earnings, the effect
of these adjustments  because they did not aggregate to a material amount in any
individual year. The income tax expense  (benefit)  related to these adjustments
was ($0.3) million in 2004, $3.3 million in 2003, and $1.6 million in 2002.

                                       50



Discontinued Operations
Discontinued  operations includes the income (loss) before taxes and the related
tax provision or benefit  associated with the Company's  former natural resource
businesses.  The  effective  tax  rate in 2004  was  higher  than  the 35%  U.S.
statutory  tax rate due to state income tax expense.  The  effective tax rate in
2003 was higher than the U.S. statutory rate due to additional  accruals made in
2003 for tax contingencies  related to the natural resource  business.  In 2002,
tax benefits from percentage  depletion of coal production were reflected in the
effective tax rate of discontinued operations.

As  discussed in note 23 to the  consolidated  financial  statements,  up to $27
million in tax benefits could be recognized in discontinued  operations upon the
favorable resolution of a tax contingency.

Other
As of December 31,  2004,  the Company has not recorded  U.S.  federal  deferred
income  taxes  on  $340.7  million  of  undistributed  earnings  of its  foreign
subsidiaries  and equity  affiliates.  With the  exception of amounts  discussed
below,  it is expected  that these  earnings will be  permanently  reinvested in
operations  outside  the U.S.  It is not  practical  to  compute  the  estimated
deferred tax liability on these earnings.

The  Company  does not  expect  to be able to  complete  its  evaluation  of the
repatriation provision of the new American Jobs Creation Act of 2004 until after
Congress passes  statutory  technical  corrections  and the Treasury  Department
issues further  guidance on key elements of the provision.  In January 2005, the
Treasury  Department began to issue the first of a series of clarifying guidance
documents  related  to this  provision.  The  Company  expects to  complete  its
evaluation  of the effects of the  repatriation  provision  within the first two
fiscal quarters of 2005,  provided  Congress and the Treasury  Department  issue
guidance  by that  time.  The range of  possible  amounts  that the  Company  is
considering  for  repatriation  under this  provision  is between  zero and $150
million.  While  the  Company  estimates  that the  related  potential  range of
additional  income tax payments is between zero and $10 million,  this  estimate
may change based on the passage of technical correction legislation.

Foreign Operations

A portion of the Company's  financial results is derived from activities in over
100 countries,  each with a local currency other than the U.S.  dollar.  Because
the  financial  results of the Company are  reported in U.S.  dollars,  they are
affected by changes in the value of various  foreign  currencies  in relation to
the U.S. dollar.  Changes in exchange rates may also affect  transactions  which
are denominated in currencies other than the functional currency.  The diversity
of foreign  operations  helps to mitigate a portion of the impact  that  foreign
currency fluctuations in any one country may have on the translated results.

The Company, from time to time, uses foreign currency forward contracts to hedge
transactional  risks  associated  with  foreign  currencies.  (See  "Market Risk
Exposures" below.)

Brink's  Venezuelan  subsidiaries  ("Brink's  Venezuela")  were considered to be
operating in a highly inflationary country in 2002. However, at January 1, 2003,
Brink's  Venezuela  was no longer  treated as highly  inflationary.  The Company
estimates  that had Brink's  Venezuela  not been treated as highly  inflationary
effective  January  1, 2002,  revenues  in 2002  would  have  decreased  by $1.1
million, operating profit would have increased by $2.4 million and pretax income
would have increased by $1.9 million. Additionally on March 3, 2005, Venezuela's
central bank  devalued the local  currency by  approximately  12%. The effect of
this  devaluation  on the  Company's  December  31,  2004 net  assets in Brink's
Venezuela  would  have  been a  decrease  in net  assets of  approximately  $3.7
million.  It is possible that  Venezuela may be considered  highly  inflationary
again at some time in the future.

The Company is exposed to certain risks when it operates in highly  inflationary
economies, including the risk that

        o  the rate of price increases for services will not keep pace with cost
           inflation;

        o  adverse  economic conditions in  the highly inflationary country  may
           discourage  business  growth   which  could  affect  demand  for  the
           Company's services; and

        o  the devaluation of the currency may  exceed the rate of inflation and
           reported U.S dollar revenues and profits may decline.

The Company is also  subject to other risks  customarily  associated  with doing
business  in  foreign  countries,   including  labor  and  economic  conditions,
political  instability,  controls  on  repatriation  of  earnings  and  capital,
nationalization,  expropriation  and other forms of restrictive  action by local
governments. The future effects, if any, of these risks on the Company cannot be
predicted.


                                       51



LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------------------------------

Overview

Over the last four years,  the Company has used the cash it has  generated  from
operations and the  divestiture  of natural  resources to strengthen its balance
sheet by reducing debt and making contributions to the VEBA and its primary U.S.
pension plan.  Net cash proceeds  from the sale of natural  resource  businesses
totaled  $216  million  over the  last  three  years.  With the sale of the coal
business,  the  Company  is no longer  subject to the  volatility  in cash flows
caused by the fluctuations in coal markets.

Debt  repayments,  net,  aggregated  $158 million over the last three years.  In
addition to debt reduction, the Company has contributed $132 million to the VEBA
and $66 million to the primary U.S.  pension plan over the last three years. The
Company  also  elected to reduce the funds  provided  from the sale of  accounts
receivable by $44 million since 2001.

The  Company  expects  to make  significant  investments  in 2005  with  capital
expenditures  projected  to increase  $60 to $70 million  from the 2004 level of
spending.  Acquisitions  in 2005 by  Brink's  through  the  middle of March have
exceeded $40 million.  In addition,  the Company  believes it will have to pay a
withdrawal  liability  currently estimated to be $37 million. As a result, it is
likely that debt and funding from the sale of receivables will increase in 2005.

Summary of Cash Flow Information




                                                                         Years Ended December 31,             $ change
- ---------------------------------------------------------------------------------------------------------------------------
(In millions)                                                           2004      2003      2002          2004       2003
- ---------------------------------------------------------------------------------------------------------------------------
 
Cash flows from operating activities

   Continuing operations:
      Before changes in operating assets and liabilities            $   322.0     264.8     276.6      $   57.2      (11.8)
      Changes in assets and liabilities, including working capital      (42.1)     16.8      21.1         (58.9)      (4.3)
   Discontinued operations:
      Natural gas, timber and gold                                        0.2      19.2      10.2         (19.0)       9.0
      Coal                                                                 -         -      (66.6)          -         66.6
- ---------------------------------------------------------------------------------------------------------------------------
     Operating activities                                               280.1     300.8     241.3         (20.7)      59.5
- ---------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities

   Continuing operations:
      Capital and aircraft heavy maintenance expenditures              (245.4)   (226.6)   (224.4)        (18.8)      (2.2)
      Net proceeds from:
       Disposal of former natural resource interests                     28.6     119.4      42.3         (90.8)      77.1
       Notes receivable and settlement of royalty agreement                -       26.0       -           (26.0)      26.0
- ---------------------------------------------------------------------------------------------------------------------------
           Subtotal of natural resource cash proceeds                     28.6    145.4      42.3        (116.8)     103.1
      Contributions to VEBA (a)                                            -      (82.0)      -            82.0      (82.0)
      Acquisitions                                                      (14.8)     (8.1)     (0.1)         (6.7)      (8.0)
      Other                                                               9.9      17.9       4.4          (8.0)      13.5
   Discontinued operations:
      Natural gas, timber and gold                                       (0.8)     (8.8)    (10.9)          8.0        2.1
      Coal                                                                 -         -      (19.7)           -        19.7
- ---------------------------------------------------------------------------------------------------------------------------
     Investing activities                                              (222.5)   (162.2)   (208.4)        (60.3)      46.2
- ---------------------------------------------------------------------------------------------------------------------------

Cash flows before financing activities                              $    57.6     138.6      32.9      $  (81.0)     105.7
===========================================================================================================================


(a)  In 2004, the VEBA  was  restricted  to pay  coal  related  retiree  medical
     benefits,  as a result  the  Company  began to  account  for the VEBA as an
     offset to the  postretirement  obligation  (see note 4 to the  consolidated
     financial statements).  Accordingly,  $50 million of net cash contributions
     in 2004 have been  classified  within  operating  activities.  In 2003, $82
     million of contributions were classified within investing activities.

                                       52



Operating Activities

2004
Cash flows provided by operating  activities  decreased by $20.7 million in 2004
from the prior period primarily as a result of a $50 million net contribution to
the VEBA in  2004;  contributions  to the  VEBA  were  classified  as  investing
activities  in 2003.  Partially  offsetting  this was  improved  cash  flow from
operating activities provided by the Company's business segments.  The Company's
discontinued  operations  generated less cash in 2004 since the natural resource
businesses were sold in 2003 and early 2004.

2003
Cash provided by operating  activities was $59.5 million higher in 2003 compared
to 2002  primarily  due to  outflows in 2002  related to former coal  operations
while they were still operating.  Cash provided by operating activities was also
higher due to an increase in the amount of cash provided by operating activities
at Brink's and BHS, partially offset by lower amounts provided by BAX Global. In
addition,  the Company  contributed $15 million more to its primary U.S. pension
plan in 2002 than it did in 2003.

Coal-related  cash outflows were  classified as  discontinued  operations in the
2002  statements of cash flows,  including  approximately  $60.6 million (before
current tax benefit) related to obligations the Company ultimately retained.  In
2003, cash outflows of $59.6 million for these retained obligations are included
in  continuing  operations.  In  addition  to the  payments  related to retained
obligations,  the Company's former coal operations used cash in 2002 largely due
to the poor  performance  of its  operations  in the face of difficult  industry
conditions.

Investing Activities

Proceeds from Disposition of Assets and Investments
Investing activities in 2004 included $28.6 million of proceeds from the sale of
natural  resource  businesses.  Investing  activities  in 2003  included  $119.4
million of cash proceeds from the sale of natural resource businesses and equity
interests  and the  realization  in 2003 of $26.0 million of cash related to the
monetization  of noncash  proceeds  from the 2002 sale of the  Company's  former
Virginia coal operations.  Proceeds from  dispositions of assets and investments
in 2002 included $42.3 million of cash associated with the disposal of a portion
of the Company's former coal operations.

Capital and Aircraft Heavy Maintenance Expenditures





                                              Years Ended December 31,               $ change
- --------------------------------------------------------------------------------------------------
(In millions)                                 2004     2003      2002              2004     2003
- --------------------------------------------------------------------------------------------------
 
Capital Expenditures

Brink's                                   $   76.2     80.9      79.3             $  4.7     (1.6)
BHS                                          117.6     98.0      86.9              (19.6)   (11.1)
BAX Global                                    25.4     23.6      27.1               (1.8)     3.5
Corporate and other                            1.1      0.2       0.1               (0.9)    (0.1)
- --------------------------------------------------------------------------------------------------
Capital expenditures                      $  220.3    202.7     193.4             $(17.6)    (9.3)
==================================================================================================
Aircraft heavy maintenance expenditures   $   25.1     23.9      31.0             $ (1.2)     7.1
==================================================================================================



Higher  capital  expenditures  at BHS in both 2004 and 2003 as  compared  to the
prior-year   periods   were   primarily   due  to  an  increase  in   subscriber
installations.

Capital  expenditures in 2005 are currently  expected to range from $280 million
to $290 million.  Expected capital  expenditures for 2005 reflect an increase in
customer installations at BHS and information technology spending at Brink's and
BAX Global.  In addition,  BHS's  capital  expenditures  in 2005 are expected to
include  approximately  $25  million to  purchase  facilities,  including  BHS's
headquarters  facility,  currently  occupied under an operating  lease,  and the
development of a second monitoring center.

Aircraft  heavy  maintenance  expenditures  vary as a result  of the  number  of
airplanes  leased  and  owned,  the  amount  of  flight  time and the  timing of
regularly  scheduled  maintenance  for airplanes.  The Company  expects to spend
between $25 million and $30 million on aircraft heavy maintenance in 2005.

                                       53




VEBA
The Company made $82 million of  contributions  to its VEBA in 2003,  which,  as
noted above, were classified as an investing  activity.  The Company  classified
the $50 million of net contributions in 2004 as an operating activity.

Other Investing Activities
Acquisitions  in 2003 and 2004  were made  primarily  by  Brink's.  In the first
quarter of 2005,  the  Company  announced  agreements  by Brink's to acquire two
operations in Europe for approximately $43 million.

In comparison to 2002, investing activities in 2003 reflected  approximately $13
million of increased  proceeds from the sale of operating  assets,  primarily at
Brink's.

Business Segment Cash Flows

The Company's cash flows before  financing  activities for each of the operating
segments are presented below.




                                                               Years Ended December 31,                 $ change
- -----------------------------------------------------------------------------------------------------------------------
(In millions)                                                2004        2003       2002            2004         2003
- -----------------------------------------------------------------------------------------------------------------------
 
Cash flows before financing activities

Continuing operations:
   Business segments:
     Brink's                                               $  103.7        63.6     57.6        $   40.1           6.0
     BHS                                                       47.6        28.8     26.3            18.8           2.5
     BAX Global                                                10.6         4.0     13.4             6.6          (9.4)
- -----------------------------------------------------------------------------------------------------------------------
     Subtotal of business segments                            161.9        96.4     97.3            65.5          (0.9)

   Corporate and former operations:
     Proceeds from sale of natural resource interests          28.6       145.4     42.3          (116.8)        103.1
     Contributions to the VEBA, net                           (50.0)      (82.0)      -             32.0         (82.0)
     Contributions to primary U.S. pension plan               (11.0)      (20.0)   (35.1)            9.0          15.1
     Other, including payments for coal-related
      obligations in 2004 and 2003                            (71.3)      (11.6)    15.4           (59.7)        (27.0)
- -----------------------------------------------------------------------------------------------------------------------
     Subtotal of continuing operations                         58.2       128.2    119.9           (70.0)          8.3

Discontinued operations:
   Natural gas, timber and gold                                (0.6)       10.4     (0.7)          (11.0)         11.1
   Coal                                                          -           -     (86.3)             -           86.3
- -----------------------------------------------------------------------------------------------------------------------
Cash flows before financing activities                     $   57.6       138.6     32.9        $  (81.0)        105.7
=======================================================================================================================



Overview
Cash flows before financing activities from the Company's business segments have
averaged over $100 million per year over the last three years.  Sales of natural
resource interests also provided  significant cash over that period.  Using this
cash flow,  the Company made almost $200 million in voluntary  contributions  to
its VEBA and primary U.S.  pension plan over the last three years. The Company's
cash flow also allowed it to make  significant cash payments over the last three
years covering the regular annual payments associated with retained  liabilities
of  the  former  coal  operations.  2002  also  had  significant  cash  outflows
associated with the final year of operation of the coal business and poor market
conditions.

Brink's
Cash before  financing  activities  increased in 2004 over 2003 primarily due to
higher  operating  profit  partially  offset  by an  increase  in cash  used for
acquisitions.

                                       54




Cash flows before  financing  activities at Brink's  increased in 2003 over 2002
due to higher  operating  profit,  offset by a  year-over-year  increase  in the
amount  of cash  used for  working  capital  needs  and  costs to  relocate  its
headquarters.  In  addition,  $10  million in higher  proceeds  from the sale of
operating  assets in 2003 were  partially  offset by $7 million in cash outflows
primarily related to a 2003 acquisition in Belgium.

BHS
The year-over-year  increase in cash flows before financing activities at BHS in
both 2004 and 2003 is primarily due to higher operating results partially offset
by an increase in capital  expenditures  reflecting  growth in  installations of
security systems.

BAX Global
Cash flow before financing activities at BAX Global improved in 2004, reflecting
much better  operating  results versus 2003. This improvement was largely offset
by the effect of the sale of $52 million less of accounts receivable at year end
2004  versus the prior year as a result of the  Company's  overall  cash flow in
2004.

Cash flows before  financing  activities  at BAX Global in 2003  decreased  $9.4
million  from  2002  reflecting  lower  operating  results  in  2003.  Partially
offsetting  2003's lower operating results was a reduction in the amount of cash
used to cover  working  capital  needs  and lower  capital  and  aircraft  heavy
maintenance expenditures.

Corporate and Former Operations
The Company  received  $216 million in net proceeds  during the last three years
from the sale of  substantially  all of its natural resource  interests.  In the
last three  years,  the  Company  contributed  $132  million to its VEBA and $66
million to its  primary  U.S.  pension  plan.  The $59.7  increase in other cash
outflows  reflects  higher  corporate  expenses  in 2004 and the  collection  of
remaining  receivables  of the coal business  during 2003. The increase in other
cash outflows for 2003  compared to 2002 reflects cash spent in 2003  associated
with retained liabilities of the former coal operations (these types of payments
were included in  discontinued  operations in 2002).  The Company expects to pay
approximately  $37 million in 2005 associated  with the  anticipated  withdrawal
from the 1950 and 1974 multiemployer pension plans.

Discontinued Operations
Cash flow from discontinued operations,  which includes cash from operations and
capital  expenditures of the former natural  resource  businesses,  was lower in
2004 as a result of the sale of the  businesses  in 2003 and early 2004.  Higher
natural  gas  prices  improved  the  natural  gas  business'  cash flows in 2003
compared to 2002. Discontinued operations' cash flow before financing activities
for 2002 reflected cash spent associated with retained liabilities and operating
losses  resulting from weak coal market  conditions;  spending  associated  with
retained liabilities was included in continuing operations in 2003.

Financing Activities





Summary of Financing Activities                              Years Ended December 31,
- -------------------------------------------------------------------------------------
(In millions)                                              2004        2003     2002
- -------------------------------------------------------------------------------------
 
   Short-term debt                                   $     (9.1)      (15.1)     9.1
   Revolving Facility                                     (12.5)      (98.1)    (7.2)
   Senior Notes                                             -           -       20.0
   Other                                                  (17.5)       (5.6)   (22.2)
- -------------------------------------------------------------------------------------
     Net borrowings (repayments) of debt                  (39.1)     (118.8)    (0.3)
   Repurchase of stock                                      -           -      (11.1)
   Dividends                                               (5.4)       (5.3)    (5.7)
   Proceeds from exercise of stock options and other       22.4         1.1      0.4
- -------------------------------------------------------------------------------------
     Cash flows from financing activities            $    (22.1)     (123.0)   (16.7)
=====================================================================================


                                       55





The Company's  day-to-day  operating  liquidity needs are typically  financed by
short-term debt, the Company's accounts receivable  securitization facility, and
the Company's  Revolving  Facility and Letter of Credit Facility,  both of which
are described below.

Under a share repurchase  program  authorized by the Board, the Company redeemed
all its outstanding  shares of Convertible  Preferred Stock for $10.8 million in
2002.

The Company  paid  quarterly  dividends on its common stock at an annual rate of
$0.10 per share in each of the last three years.  Dividends paid on common stock
totaled  $5.4  million in 2004,  $5.3  million in 2003 and $5.2 million in 2002.
Dividends paid on the  Convertible  Preferred  Stock amounted to $0.5 million in
2002.

Future dividends are dependent on the earnings,  financial condition,  cash flow
and business requirements of the Company, as determined by the Board. In January
2005, the Board declared a quarterly cash dividend of $0.025 per share of common
stock, payable on March 1, 2005 to shareholders of record on February 8, 2005.

Capitalization

The Company uses a combination of debt, off-balance sheet instruments and equity
to capitalize its  operations.  As of December 31, 2004, debt as a percentage of
capitalization  (total debt and shareholders' equity) was 27% compared to 36% at
December 31, 2003. The reduction  resulted from a combination of $178 million of
higher equity and $30 million of lower debt.  Equity increased in 2004 primarily
as a result of net income  ($121.5  million).  The issuance of shares related to
employee benefit plans also was a factor in the increase.

Summary of Debt, Equity and Other Liquidity Information




                                            Amount available
                                        under credit facilities    Outstanding Balance
- --------------------------------------------------------------------------------------------------------
                                               December 31,            December 31,
(In millions)                                     2004              2004         2003       $ change (b)
- --------------------------------------------------------------------------------------------------------
 
Debt:
   Short-term debt:
     Multi-currency revolving facility
       and other committed facilities (a)      $    37           $  27.5         35.8         $  (8.3)
   Long-term debt:
     Revolving Facility                            382              18.4         30.9           (12.5)
     Letter of Credit Facility                      43               -             -               -
     Senior Notes                                                   95.0         95.0              -
     Dominion Terminal
       Associates ("DTA") bonds                                     43.2         43.2              -
     Other                                                          60.1         69.6            (9.5)
- --------------------------------------------------------------------------------------------------------
     Debt                                      $   462           $ 244.2        274.5         $ (30.3)
========================================================================================================

Shareholders' equity                                             $ 674.0        495.6         $ 178.4
========================================================================================================

Other Liquidity Information:
   Cash and cash equivalents                                     $ 169.0        128.7         $  40.3
   Amount sold under accounts receivable
    securitization facility                                         25.0         77.0           (52.0)
   Net Debt (c)                                                     75.2        145.8           (70.6)
   Net Financings (c)                                              100.2        222.8          (122.6)
========================================================================================================


(a)  The Company also had $111.0  million in available credit under  uncommitted
     cash facilities at December 31, 2004.

(b)  In addition  to cash  borrowings  and  repayments,  the  change in the debt
     balance also includes  changes in currency  exchange  rates and  borrowings
     under new capital leases.

(c)  These are Non-GAAP measures.  Net Debt is equal to short-term debt plus the
     current and noncurrent  portion of long-term debt,  ("Debt" in the tables),
     less cash and cash  equivalents.  Net Financings are equal to Net Debt plus
     the amount sold under the accounts receivable  securitization facility. See
     reconciliation below.


                                       56



Reconciliation of Net Debt and Net Financings to GAAP Measures




                                                                 December 31,
- ----------------------------------------------------------------------------------------------------
(In millions)                               2004        2003          2002        2001        2000
- ----------------------------------------------------------------------------------------------------
 
Short-term debt                         $   27.5        35.8          41.8        27.8         51.0
Long-term debt                             216.7       238.7         317.5       270.1        345.8
DTA bonds                                    -           -             -          43.2         43.2
- ----------------------------------------------------------------------------------------------------
   Debt                                    244.2       274.5         359.3       341.1        440.0
Less cash and cash equivalents            (169.0)     (128.7)       (102.3)      (86.7)       (97.8)
- ----------------------------------------------------------------------------------------------------
Net Debt                                    75.2       145.8         257.0       254.4        342.2
Amounts sold under accounts receivable
   securitization facility                  25.0        77.0          72.0        69.0         85.0
- ----------------------------------------------------------------------------------------------------
Net Financings                          $  100.2       222.8         329.0       323.4        427.2
====================================================================================================



The Company  believes the presentation of Net Debt and Net Financings are useful
measures of the Company's financial leverage.

Debt
During  October  2004,  the Company  entered into a new  unsecured  $400 million
revolving bank credit facility with a syndicate of banks to replace the existing
$350 million  facility which was due to expire in 2005. The new facility  allows
the Company to borrow (or otherwise  satisfy credit needs) on a revolving  basis
over a five-year term ending in October 2009.  Both the old and new facility are
referred to herein as the  "Revolving  Facility."  At December 31, 2004,  $381.6
million was available under the Revolving Facility.

During  November  2004,  the Company also entered into an unsecured $150 million
credit  facility  with a bank to provide  letters of credit and other  borrowing
capacity  over a five-year  term ending in December  2009 (the "Letter of Credit
Facility"). The costs of such letters of credit are expected to be approximately
the same as borrowings  under its $400 million  facility  discussed  above.  The
Company intends to use the Letter of Credit Facility to replace surety bonds and
other  letters of credit  needed to support its  activities.  As of December 31,
2004,  $106.7  million was utilized under this revolving  credit  facility.  The
Revolving Facility and the multi-currency  revolving credit facilities described
below are also used for the issuance of letters of credit and bank guarantees.

The Company has three unsecured  multi-currency revolving bank credit facilities
with a total of $105 million in available  credit at December 31, 2004, of which
$37.0 million was available.  When rates are favorable, the Company also borrows
from other  banks  under  short-term  uncommitted  agreements.  Various  foreign
subsidiaries  maintain other secured and unsecured lines of credit and overdraft
facilities with a number of banks.  Amounts  borrowed under these agreements are
included in short-term borrowings.

At December 31, 2004, the Company had $95.0 million of Senior Notes  outstanding
that are  scheduled to be repaid in 2005 through 2008,  including  $18.3 million
which was paid as  scheduled  in January  2005.  Interest  on each series of the
Senior Notes is payable  semiannually,  and the Company has the option to prepay
all or a portion of the Notes prior to maturity with a prepayment  penalty.  The
Senior Notes are unsecured.

The Company's  Brink's,  BHS, and BAX Global  subsidiaries  have  guaranteed the
Revolving  Facility,  the Letter of Credit  Facility and the Senior  Notes.  The
Revolving Facility, the Letter of Credit Facility, the agreement under which the
Senior Notes were issued and the multi-currency revolving bank credit facilities
each contain various  financial and other  covenants.  The financial  covenants,
among other things, limit the Company's total indebtedness,  provide for minimum
coverage of interest costs,  and require the Company to maintain a minimum level
of net worth.  If the  Company  were not to comply with the terms of its various
loan  agreements,  the repayment terms could be accelerated.  An acceleration of
the repayment  terms under one agreement  could trigger the  acceleration of the
repayment terms under the other loan  agreements.  The Company was in compliance
with all financial covenants at December 31, 2004.

                                       57




In 2003, at the Company's  request,  the Peninsula  Ports  Authority of Virginia
issued a new series of bonds to replace the previous  bonds  related to Dominion
Terminal  Associates,  a deep water coal terminal in which the Company no longer
has an interest.

The Company  continues  to pay  interest on and  guarantee  payment of the $43.2
million  principal  of the new  bonds  and  ultimately  will have to pay for the
retirement of the new bonds in accordance  with the terms of the guarantee.  The
new bonds bear a fixed  interest  rate of 6.0% (versus a fixed  interest rate of
7.375% for the  previous  bonds)  and  mature in 2033.  The new bonds may mature
prior to 2033  upon the  occurrence  of  certain  specified  events  such as the
determination  that the bonds are taxable or the failure of the Company to abide
by the terms of its guarantee.

The Company  believes it has adequate sources of liquidity to meet its near-term
requirements.

Equity
At  December  31,  2004,  the Company  had 100  million  shares of common  stock
authorized and 56.7 million shares issued and  outstanding.  Of the  outstanding
shares at December 31, 2004, 1.1 million shares were held by The Brink's Company
Employee  Benefit  Trust  and have been  accounted  for in a manner  similar  to
treasury stock for earnings per share purposes. The Company has the authority to
issue up to 2.0 million shares of preferred stock, par value $10 per share.

The Company has the authority to  repurchase up to 1.0 million  shares of common
stock with an aggregate purchase price limitation of $19.1 million.  The Company
made no repurchases under this program during 2004.

Off Balance Sheet Arrangements

The Company has various off-balance sheet arrangements that are described in the
notes to the  consolidated  financial  statements.  See note 14 for the accounts
receivable  securitization  program and note 15 for  operating  leases that have
residual  value  guarantees  or other  terms  that  cause  the  agreement  to be
considered  a  variable  interest.  The  Company  uses these  off-balance  sheet
arrangements  to  lower  its  cost  of  financings.  The  Company  believes  its
off-balance  sheet  arrangements  are an  important  component  of  its  capital
structure.

In December  2000,  the Company  entered  into a five year  agreement  to sell a
revolving  interest in BAX Global U.S.  domestic accounts  receivable  through a
commercial  paper conduit  program.  The primary purpose of the agreement was to
obtain access to a lower cost source of funds.  The Company  expects to renew or
replace this agreement prior to its expiration in December 2005.

                                       58



Contractual Obligations

The following table includes the contractual obligations of the Company.




                                                                 Estimated Payments Due by Period
- ----------------------------------------------------------------------------------------------------------------
                                                                                               Later
(In millions)                                         2005     2006     2007     2008    2009    Years     Total
- ----------------------------------------------------------------------------------------------------------------
 
Contractual obligations
   Long-term debt obligations                    $    24.3     38.4     27.2    28.8     19.3     46.7     184.7
   Capital lease obligations                          10.8      7.2      4.4     3.1      4.0      2.5      32.0
   Operating lease obligations                       130.9    100.6     78.9    59.1     43.7    139.3     552.5
   Purchase obligations:
     Service contracts                                 6.9      6.9      1.5     1.4      1.2      0.6      18.5
     Other                                            20.7      0.1      -       -        -        -        20.8
   Other long-term liabilities reflected on the
     Company's balance sheet under GAAP:
     Aircraft lease turnback obligations (a)          52.2      -        -       -        -        -        52.2
     Non-coal related workers compensation
       and other claims                               33.6     15.3      8.1     4.9      3.4      7.2      72.5
- ----------------------------------------------------------------------------------------------------------------
Subtotal                                             279.4    168.5    120.1    97.3     71.6    196.3     933.2
     Legacy liabilities (b)                           97.0     66.0     63.0    63.0     62.0  1,457.0   1,808.0
- ----------------------------------------------------------------------------------------------------------------
   Total                                         $   376.4    234.5    183.1   160.3    133.6  1,653.3   2,741.2
================================================================================================================


(a)  Most of the Company's  lease  agreements for  aircraft require  payments be
     made for heavy maintenance at the end of the lease term.

(b)  The projected payments  for  liabilities related  to former coal operations
     (legacy  liabilities) are discussed in "Results of Operations - Former Coal
     and Other Natural Resource Operations." A portion of the projected payments
     will  ultimately  be paid by the VEBA.  Estimated  payments  above  exclude
     Administration and other payments.


Primary U.S. Pension Plan

The Company  maintains a  noncontributory  defined benefit pension plan covering
substantially all non-union employees in the U.S. who meet certain requirements.
Using  actuarial  assumptions  as  of  December  31,  2004,  this  plan  had  an
accumulated  benefit  obligation  ("ABO") of  approximately  $662  million and a
projected benefit obligation ("PBO") of $742 million.  The ABO is an estimate of
the benefits  earned through  December 31, 2004. The difference  between the ABO
and PBO is essentially the expected  changes in the value of the benefits due to
projected increases in future compensation of plan participants.


                                       59



The ABO and PBO are net present values of expected future cash flows  discounted
to December  31,  2004 by 5.75%.  The  Company  selects a discount  rate for its
pension  liabilities after reviewing published long-term yield information for a
small number of high-quality  fixed-income  securities  (Moody's AA bond yields)
and  yields  for  the  broader  range  of  long-term  high-quality   securities.
Accordingly,  as market interest rates  fluctuate,  the net present value of the
Company's  obligations  will change.  The impact of a one percentage  point (100
basis point)  change in the  discount  rate used at December 31, 2004 would have
been as follows:


                                          Discount Rates
- -------------------------------------------------------------
                                 Increased          Decreased
(In millions)                     by 1.0%            by 1.0%
- -------------------------------------------------------------
Increase (decrease) in:
   ABO at December 31, 2004   $     (89)           $    112
   PBO at December 31, 2004        (106)                136
   2005 expense                     (16)                 21


At December  31, 2004,  the fair value of the plan's  assets  approximated  $595
million.  The Company uses a long-term  rate of return  assumption  to determine
annual income from plan assets.  Such expected income reduces plan expense.  The
Company's  current  expected  long-term rate of return is 8.75%.  If the Company
were to use a different  long-term  rate of return  assumption  it would  affect
annual pension expense.

The historical and projected  benefit payments and expense for the U.S. plan are
set  out  in the  table  below.  The  projected  benefits  and  expense  reflect
assumptions  used in the  valuation  at year end  2004.  These  assumptions  are
reviewed annually, and it is likely that they will change in future years.

(In millions)                             Actual                Projected
- ------------------------------------------------------------------------------
Years Ending December 31,              2003     2004        2005   2006   2007
- ------------------------------------------------------------------------------
Benefits (paid from plan trust)    $     23       25         26     28     29
Expense                                  18       27         40     42     37


As can be noted  from  reviewing  the above  tables,  changes  in the  amount of
expense are  significantly  affected by discount rates. The level of expense has
increased  largely due to the effects of the reduction in the discount rate used
as a result of the  decrease  in market  interest  rates  over the last  several
years.  Also  contributing  to  the  increase  in  expense  has  been  the  poor
performance  of  investment  markets from 2000 to 2002,  although  this has been
moderated by the  performance  in 2003 and 2004.  The above expense  amounts are
charged to the business  segments in approximately  the following  proportions :
Brink's - 50%, BHS - 15%, BAX - 25%, former natural resources businesses - 10%.

The  amount of cash the  Company  may have to  contribute  in the future for the
Company's  primary U.S.  pension  plan is  determined  using a different  set of
assumptions than is used for financial accounting purposes.

Based on  December  31, 2004 data,  assumptions  and  funding  regulations,  the
Company is not  required  to make a  contribution  to the plan for the 2005 plan
year.  Under  existing  regulations  and  using  the same  assumptions  for 2005
activity,  a contribution of approximately $26 million could be required for the
2006  plan  year  but the  actual  payment  could  be  delayed  until as late as
September 2007. Up to $79 million could be required for the 2007 plan year.

                                       60




The above  estimated  contributions  are  likely  to  change.  Congress  and the
Executive  Branch of the Federal  government are expected to evaluate changes to
pension funding requirements.  As part of this evaluation they may adopt changes
to the  definition  of the discount rate to be used for funding  purposes.  Such
rate has changed  substantially  since the discontinuance of the sale of 30-year
Treasury  bonds.  In the past,  Congress  has  provided  temporary  relief  from
distortions  caused by the discontinuance of the sale of 30-year Treasury bonds.
The current  relief expires this year. Any changes to the discount rate used for
funding  through  an  extension  of the  current  relief is  expected  to reduce
required  contributions.  In addition,  actual  investment  returns and interest
rates are likely to differ from those assumed at December 31, 2004. Further, the
Company  may elect to  contribute  to the plan in 2005  and/or  2006.  Voluntary
contributions  have the  effect  of  reducing  and  potentially  delaying  later
required contributions. The Company has made voluntary contributions aggregating
$66 million over the last three years.

The pension plan's  benefits will be earned and paid out over an extended period
of time.  Accordingly,  the Company takes a long-term approach to funding levels
and contribution  policies.  Historically,  long-term returns on assets invested
have significantly  exceeded the discount rate for pension  liabilities so it is
expected  that a portion of the future  liability  will be funded by  investment
returns.  As a result,  the Company's  funding target over the medium-term is to
cover  the  ABO,  essentially  the  obligations  already  earned  as of a  given
measurement  date. Under this approach,  the plan was 90% funded at December 31,
2004.

Other Potential Use of Credit

Surety Bonds
The Company is required by various  state and federal  laws to provide  security
with regard to its  obligations to pay workers'  compensation,  to reclaim lands
used for mining by the  Company's  former coal  operations  and to satisfy other
obligations.  As of December 31, 2004, the Company had outstanding  surety bonds
with third parties totaling  approximately  $110 million that it has arranged in
order to satisfy  various  security  requirements.  Most of these bonds  provide
financial  security for  previously  recorded  liabilities.  Because some of the
Company's  reclamation  obligations  have  been  assumed  by  purchasers  of the
Company's former coal operations, $6.8 million of the Company's surety bonds are
expected to be  replaced  by  purchasers'  surety  bonds after the state  mining
permits are transferred. Surety bonds are typically renewable on a yearly basis;
however, there can be no assurance the bonds will be renewed or that premiums in
the future will not increase.

During November 2004, the Company entered into a new Letter of Credit  Facility,
described in "Debt"  above.  The Company  intends to use letters of credit under
the new facility to satisfy a portion of its security requirements,  and expects
the amount of outstanding  surety bonds will decline in the future.  At December
31, 2004, $106.7 million of letters of credit had been issued under the facility
with available credit of $43.3 million.

If the remaining surety bonds are not renewed,  the Company believes that it has
adequate  available  borrowing  capacity under its Letter of Credit Facility and
its  Revolving  Facility  to provide  letters of credit or other  collateral  to
secure its obligations.

Other Contingent Gains and Losses

Litigation
BAX Global is  defending a claim  related to the  apparent  diversion by a third
party  of goods  being  transported  for a  customer.  Although  BAX  Global  is
defending this claim vigorously and believes that its defenses have merit, it is
possible that this claim ultimately may be decided in favor of the claimant.  If
so,  the  Company  expects  that the  ultimate  amount  of  reasonably  possible
unaccrued losses could range from $0 to $10 million.


                                       61




Environmental Remediation
The Company has agreed to pay a portion of the  remediation  costs  arising from
hydrocarbon  contamination  at a  formerly  owned  petroleum  terminal  facility
("Tankport")  in Jersey City,  New Jersey,  which was sold in 1983. In 2003, the
Company and a third party reached an agreement that  establishes  the allocation
of past costs related to the recovery of  environmental  costs, and as a result,
the Company  recognized a $5.3 million pretax gain in  discontinued  operations.
The Company estimates its portion of the remaining  clean-up and operational and
maintenance costs to be $2.6 million.

In  connection  with  the  remediation  of  Tankport,  the  Company  acquired  a
noncontrolling interest in an adjacent residential development.  The Company has
no cost basis in the investment and has not recorded any income distributions to
date, but may receive income in the future.

Other Coal-related Contingencies
The  Company  has also  recorded  estimated  liabilities  for  other  contingent
liabilities,  including  those for Health  Benefit Act  premiums to the Combined
Fund,   coal-related   workers'  compensation  claims  and  certain  reclamation
obligations.  These are  discussed  in more detail at "Results of  Operations  -
Retained  Liabilities and Assets of Former Natural Resource  Operations - Legacy
Liabilities and Assets."

The Company is in the process of  transferring  mining  permits to buyers of its
former  coal  interests.  Until the  permits  are  transferred,  the  Company is
contingently liable for the reclamation of these mining sites.

Gain Contingencies

Federal Black Lung Excise Tax
In 1999, the U.S.  District Court of the Eastern  District of Virginia entered a
final  judgment in favor of certain of the Company's  subsidiaries,  ruling that
the Federal  Black Lung Excise Tax ("FBLET") is  unconstitutional  as applied to
export coal sales.  Through  December 31, 2004, the Company had received refunds
including  interest of $27.2 million,  including $2.8 million  received in 2003.
The  Company  continues  to pursue the refund of other  FBLET  payments.  Due to
uncertainty  as to the ultimate  receipt of additional  amounts,  if any,  which
could amount to as much as $15 million  (before income  taxes),  the Company has
not currently recorded receivables for additional FBLET refunds.

Income Tax
The  Company  has  entered  into  discussions  with a tax  authority  which,  if
concluded  favorably,  could result in a one-time  benefit of up to $27 million.
The benefit, if any, would not result in any current cash receipts but would add
to the Company's tax credit carryforwards.


                                       62




MARKET RISK EXPOSURES
- --------------------------------------------------------------------------------

The Company has  activities in more than 100 countries and a number of different
industries.  These  operations  expose the Company to a variety of market risks,
including  the  effects of changes in  interest  rates,  commodities  prices and
foreign  currency  exchange rates.  These financial and commodity  exposures are
monitored  and managed by the Company as an  integral  part of its overall  risk
management program.

The  Company   utilizes   various   derivative  and   non-derivative   financial
instruments,  as discussed below, to hedge its interest rate, commodities prices
and foreign currency exposures when appropriate. The risk that counterparties to
these  instruments  may be  unable to  perform  is  minimized  by  limiting  the
counterparties used to major financial institutions with investment grade credit
ratings.  The  Company  does not expect to incur a loss from the  failure of any
counterparty  to  perform  under  the  agreements.  The  Company  does  not  use
derivative  financial  instruments  for purposes  other than hedging  underlying
financial or commercial exposures.

The  sensitivity  analyses  discussed  below for the market risk  exposures were
based on the facts and  circumstances  in effect at December  31,  2004.  Actual
results  will  be  determined  by  a  number  of  factors  that  are  not  under
management's control and could vary materially from those disclosed.

Interest Rate Risk

The  Company  uses both  fixed and  floating  rate  debt and  off-balance  sheet
instruments to finance its operations. Floating rate obligations,  including the
Company's U.S. bank credit facility and the accounts  receivable  securitization
facility, expose the Company to fluctuations in cash flows due to changes in the
general level of interest rates.

In order to limit  the  variability  of  future  cash  flows,  the  Company  has
converted  floating  rate  cash  flows on a  portion  ($25.0  million  effective
December 2004 through September 2005) of its accounts receivable  securitization
facility  to  fixed-rate  cash  flows by  entering  into an  interest  rate swap
agreement  which  involves the exchange of floating rate payments for fixed rate
payments.  The fair value  liability of this  interest swap at December 31, 2004
was less than $0.1  million.  In addition to the interest rate swaps the Company
also has fixed rate debt,  including  the  Company's  Senior  Notes and Dominion
Terminal  Associates  debt.  The fixed  rate debt and  interest  rate  swaps are
subject to  fluctuations in their fair values as a result of changes in interest
rates.

Based on interest rate swaps in effect and the contractual interest and discount
rates on the floating rate debt and the securitization  facility,  respectively,
at December 31, 2004, a hypothetical  10% increase in these rates would increase
cash outflows by approximately $0.4 million over a twelve-month period (in other
words, the Company's  weighted  average  interest rate on its unhedged  floating
rate  instruments was 5.04% per annum at December 31, 2004. If that average rate
were to increase by 50 basis points to 5.54%, the cash outflows  associated with
these  instruments would increase by $0.4 million  annually).  The effect on the
fair value of the  interest  rate swaps for a  hypothetical  10% decrease in the
yield curves from year-end  2004 levels is not material.  The effect on the fair
value of the Company's Senior Notes and Dominion Terminal  Associates debt for a
hypothetical  10% decrease in the yield curves from  year-end  2004 levels would
result in a $4.6  million  increase in the fair value of such debt.  The Company
has no current plan to pay down either debt issuance before maturity.


                                       63




Commodities Price Risk

The Company  consumes  various  commodities in the normal course of its business
and, from time to time,  utilizes derivative  financial  instruments to minimize
the  variability  in  forecasted  cash  flows  due to price  movements  in these
commodities.  The  derivative  contracts  are entered  into in  accordance  with
guidelines set forth in the Company's risk management policies.

During the last three years,  the Company utilized swap contracts and collars to
fix a portion of forecasted  jet fuel  purchases at specific  price  levels.  In
addition,  depending on market  conditions,  the Company has been able to adjust
its pricing through the use of surcharges on customers to partially offset large
increases  in the cost of jet fuel.  At December  31,  2004,  the Company had no
outstanding jet and diesel fuel hedge derivatives.

During 2002 and 2003, the Company  utilized  forward sales  contracts and option
strategies to hedge the selling price on a portion of its forecasted natural gas
and gold sales. The Company exited the natural gas business in 2003 and the gold
business in early 2004. Following the sale of these businesses,  the Company has
no outstanding natural gas or gold derivatives.

Foreign Currency Risk

The  Company,  primarily  through  its Brink's  and BAX Global  operations,  has
certain  exposures to the effects of foreign currency exchange rate fluctuations
on the results of foreign operations which are reported in U.S. dollars.

The Company is exposed  periodically to the foreign  currency rate  fluctuations
that affect  transactions not denominated in the functional currency of domestic
and foreign operations.  To mitigate these exposures,  the Company, from time to
time, enters into foreign currency forward  contracts.  The Company does not use
derivative  financial  instruments to hedge investments in foreign  subsidiaries
since such investments are long-term in nature.

The effects of a hypothetical  simultaneous  10% appreciation in the U.S. dollar
from year-end 2004 levels against all other currencies of countries in which the
Company operates are as follows:

                                                         Hypothetical Effects
(In millions)                                            Increase/(decrease)
- ------------------------------------------------------------------------------
Translation of 2004 earnings into U.S. dollars        $          (5.2)
Transactional exposures                                          (1.3)
Translation of net assets of foreign subsidiaries               (50.7)
- ------------------------------------------------------------------------------

                                       64





APPLICATION OF CRITICAL ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

The  application  of  accounting  principles  requires  the use of  assumptions,
estimates and judgments which are the  responsibility of management.  Management
makes  estimates  and  judgments  based on,  among other  things,  knowledge  of
operations,  markets,  historical  trends and likely future  changes,  similarly
situated  businesses  and,  when  appropriate,  the  opinions of  advisors  with
knowledge and  experience in certain  fields.  Many  assumptions,  estimates and
judgments are straightforward; other assumptions are not. Reported results could
have  been  materially  different  had  the  Company  used  a  different  set of
assumptions,   estimates  and  judgments   for  certain   accounting   principle
applications.

Deferred Tax Asset Valuation Allowance

It is common for  companies to record  expenses and accruals  before the related
payments  are  actually  made.  In the U.S.,  and most other  countries  and tax
jurisdictions, many deductions for tax return purposes cannot be taken until the
expenses  are paid.  Similarly,  certain tax credits and tax loss  carryforwards
cannot be used until future periods when sufficient taxable income is generated.
In  these  circumstances,  under  GAAP,  companies  accrue  for the tax  benefit
expected to be received in future years if, in the judgment of management, it is
"more  likely than not" that the company will  receive the tax  benefits.  These
benefits  (deferred  tax assets) are often  offset,  in whole or in part, by the
effects of  deferred  tax  liabilities  which  relate  primarily  to  deductions
available for tax return purposes under existing tax laws and regulations before
such costs are reported as expenses under GAAP.

As of December  31,  2004,  the Company had  approximately  $324  million of net
deferred tax assets on its consolidated  balance sheet. A significant  amount of
the  Company's  deferred tax assets  relates to expected  future tax  deductions
arising from  retiree  medical and other  coal-related  expenses the Company has
already recorded in its financial  statements.  For more details associated with
this  net  balance,  see  note  18 to the  accompanying  consolidated  financial
statements.

Since  there is no  absolute  assurance  that these  assets  will be  ultimately
realized,  management  annually reviews the Company's  deferred tax positions to
determine  if it is more  likely  than  not that the  assets  will be  realized.
Periodic reviews include,  among other things,  the nature and amount of the tax
income and expense items,  the expected  timing when certain assets will be used
or liabilities will be required to be reported and the reliability of historical
profitability of businesses  expected to provide future  earnings.  Furthermore,
management  considers  tax-planning  strategies  it  can  use  to  increase  the
likelihood  that the tax assets  will be  realized.  These  strategies  are also
considered in the periodic  reviews.  If after  conducting the periodic  review,
management  determines  that the  realization of the tax asset does not meet the
"more-likely-than-not"  criteria,  an offsetting valuation allowance is recorded
thereby  reducing net  earnings  and the deferred tax asset in that period.  For
these reasons and since changes in estimates can materially affect net earnings,
management  believes  the  accounting  estimate  related to  deferred  tax asset
valuation allowances is a "critical accounting estimate."

Approximately  93% of the  deferred  tax assets  before  valuation  allowance at
December  31,  2004  relates to the U.S.  federal tax  jurisdiction.  Due to its
expectation  that the historical  profitability of the Company's U.S. portion of
the Business  and Security  Services  operations  will  continue and the lengthy
period over which  certain of the recorded  expenses  will become  available for
deduction on tax returns,  management  has concluded that it is more likely than
not that these net deferred tax assets will be realized.

For U.S.  state  jurisdictions  and  non-U.S.  jurisdictions,  the  Company  has
evaluated  its  ability  to fully  utilize  the net  deferred  tax  assets on an
individual  jurisdiction  basis.  Due to a recent  history  of losses in certain
jurisdictions  and doubts about whether  future  operating  performance  will be
sufficiently  profitable to realize  deferred tax assets,  the Company has $55.8
million of valuation allowances at December 31, 2004.

Among other things, should tax statutes, the timing of deductibility of expenses
or  expectations  for future  performance  change,  the Company  could decide to
adjust its valuation  allowances,  which would increase or decrease tax expense,
possibly materially.


                                       65




Goodwill and Property and Equipment Valuations

Accounting Policies
At December 31, 2004, the Company has $914 million of property and equipment and
$260 million of goodwill, net of accumulated depreciation and amortization.  The
Company  reviews the assets for possible  impairment  using the guidance in SFAS
No. 142, "Goodwill and Other Intangible  Assets," for goodwill and SFAS No. 144,
"Accounting  for the Impairment or Disposal of Long-lived  Assets," for property
and equipment and other long-lived  assets.  The review for impairment  requires
the use of significant  judgments about the future  performance of the Company's
operating subsidiaries.

Application of Accounting Policies

Goodwill
Goodwill is reviewed for impairment at least annually. The Company estimates the
fair  value of  Brink's  and BAX  Global,  the two  reporting  units  that  have
goodwill,  primarily using estimates of future cash flows. The fair value of the
reporting  unit is compared to its carrying  value to determine if an impairment
is indicated.  At December 31, 2004, net goodwill was $92 million at Brink's and
$168 million at BAX Global. To date, no impairment has been indicated.

Due to a  history  of  profitability  and cash  flow,  the  carrying  values  of
long-lived assets of Brink's are believed to be appropriate.

Because of the cyclical nature of the heavy freight industry,  estimates of fair
value based on future  performance of BAX Global may change,  which could result
in the Company recording an impairment of BAX Global's goodwill.

Property and Equipment
To determine if an  impairment  exists  related to property and  equipment,  the
Company compares  estimates of the future  undiscounted net cash flows of groups
of assets to their  carrying  value  when  events or  changes  in  circumstances
indicate the carrying amount may not be  recoverable.  For purposes of assessing
impairment,  assets  are  grouped  at the  lowest  level  for  which  there  are
identifiable cash flows that are largely  independent of the cash flows of other
groups of assets.

Brink's has not had any material  impairments  of fixed assets in the last three
years.

BAX Global  recognized a $5.0 million  impairment loss in 2004. The loss related
to  a  decision  to  abandon  the  development   and   installation  of  certain
transportation logistics planning software.

Each quarter,  when BHS  customers  disconnect  their  monitoring  service,  BHS
records an  impairment  charge  related  to the  carrying  value of the  related
security systems  estimated to be permanently  disconnected  based on historical
reconnection   experience.   BHS  makes  estimates  about  future   reconnection
experience in its estimate of impairment charges. Future reconnection experience
is estimated using historical data.  Should the estimate of future  reconnection
experience change, BHS's impairment charges would be affected.

Withdrawal Liabilities

The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans. The Company believes that it is likely that it will withdraw
from the plans prior to June 30, 2005,  the plan's year end. A  withdrawal  from
the plans occurs when there is a significant  reduction in or elimination of the
hours worked by employees working under UMWA labor  agreements.  Upon withdrawal
from these  coal-related  plans,  the Company  will become  obligated to pay the
plans a portion of the  underfunded  status of the plans as of the  beginning of
the plan year in which a withdrawal occurs, as determined by the plan agreements
and by law.  The  Company  expects to become  obligated  to pay a $36.6  million
withdrawal liability during 2005 based on the funded status of the plans at June
2004.  The obligation  could change  materially if the Company does not withdraw
prior to June 30, 2005.


                                       66




Employee and Retiree Benefit Obligations

The Company  provides  its  employees  and retirees  benefits  arising from both
Company-sponsored  plans (e.g.  defined  benefit  pension  plans) and  statutory
requirements  (e.g.  medical benefits for otherwise  ineligible former employees
and nonemployees under the Health Benefit Act).

The primary  benefits  which  require the Company to make cash  payments over an
extended period of years are:

        o  Pension obligation

        o  Retiree medical obligation

        o  Health Benefit Act premiums to the Combined Fund

        o  Black Lung obligation

Accounting Policy
The  Company  accounts  for its  pension  plans  under SFAS No. 87,  "Employers'
Accounting  for  Pensions."  The  Company   accounts  for  its  retiree  medical
obligations  and  Black  Lung  obligations  under  SFAS  No.  106,   "Employers'
Accounting  for  Postretirement  Benefits  Other Than  Pensions." As a result of
annual remeasurements, the Company records changes in liabilities and associated
expenses over time as required under these accounting standards.

Health Benefit Act  obligations  are recorded under EITF No. 92-13,  "Accounting
for Estimated  Payments in  Connection  with the Coal  Industry  Retiree  Health
Benefit  Act  of  1992,"  which   requires  the  Company  to  accrue   estimated
undiscounted future premiums to be paid to the Combined Fund.

As is normal for these benefits,  cash payments will be made for periods ranging
from the current year to over seventy years from now for certain  benefits.  The
amount of the cash  payments and related  expenses will be affected over time by
inflation,  salary  increases,  investment  returns and market  interest  rates,
changes  in the  numbers  of  plan  participants  and  changes  in  the  benefit
obligations  and/or  laws and  regulations  covering  the  benefit  obligations.
Because of the inherent  volatility  of these items and because the  obligations
are  significant,  the Company  believes  these  represent  critical  accounting
estimates.

The  critical  accounting  estimates  that  determine  the  carrying  values  of
liabilities and the resulting annual expense are discussed below. The plans that
are affected by the assumptions discussed are identified  parenthetically in the
relevant title.

Application of Accounting Policy

Discount Rate (Pension,  Retiree Medical and Black Lung)
A discount rate is used to determine the present value of future  payments.  The
rate should reflect returns expected from high-quality  bonds and will fluctuate
over time with market  interest  rates.  In  general,  the  Company's  liability
changes  in an  inverse  relationship  to  interest  rates,  i.e.  the lower the
discount rate, the higher the associated plan obligation valuation.

The Company  selects a discount rate for its plan  obligations  after  reviewing
published  long-term  yield  information  for a  small  number  of  high-quality
fixed-income  securities  (Moody's  AA bond  yields)  and yields for the broader
range of long-term high-quality securities. After considering these factors, the
Company selected a discount rate of 5.75% for the valuation as of December 2004.
A year ago when market  interest  rates were higher,  the discount rate used was
6.25%. The average Moody's AA bond yields for the ten year period ended December
31, 2004 was approximately 7.1%.

Sensitivity  Analysis
The discount rate selected at year end materially affects the valuations of plan
obligations  at year  end and  calculations  of net  periodic  expenses  for the
following year.

                                       67




The tables below compare hypothetical plan obligation  valuations as of December
31, 2004 and estimated  expenses for 2005 if the Company had used discount rates
that were 100 basis points lower or higher.




Plan Obligations at December 31, 2004

                                                          Hypothetical        Actual          Hypothetical
(In millions)                                                 4.75%             5.75%             6.75%
- -----------------------------------------------------------------------------------------------------------
 
Primary U.S. pension plan:
    ABO                                                      $  775             662                573
    PBO                                                         878             742                636
Coal-related retiree medical (APBO before reduction for VEBA)   693             618                555
Black Lung                                                       59              55                 51
===========================================================================================================


Projected 2005 Expense

                                                          Hypothetical        Actual          Hypothetical
(In millions)                                                 4.75%             5.75%             6.75%
- -----------------------------------------------------------------------------------------------------------
Primary U.S. pension plan                                    $   61              40                 24
Coal-related retiree medical                                     39              37                 35
Black Lung                                                        5               4                  4
===========================================================================================================



Return on Assets (Pension and Retiree Medical)
The Company's  primary U.S.  defined benefit pension plan had assets at December
31, 2004 valued at  approximately  $595 million.  This pension plan's assets are
invested primarily using actively managed accounts with asset allocation targets
of 47.5% domestic  equities and 22.5%  international  equities,  which include a
broad array of market  capitalization sizes and investment styles, and 30% fixed
income  securities.  The Company's  policy does not permit certain  investments,
including  investments  in The Brink's  Company  common stock,  unless part of a
commingled  fund, or derivative  instruments  unless used for hedging  purposes.
Fixed-income  investments  must have an  investment  grade rating at the time of
purchase.  The plan  rebalances  its  assets  on a  quarterly  basis  if  actual
allocations of assets are outside predetermined ranges. Among other factors, the
performance  of asset groups and  investment  managers will affect the long-term
rate of return.

The  Company-sponsored  retiree  medical plan had assets in the VEBA at December
31,  2004  valued at  approximately  $172  million.  The  assets in the VEBA are
invested and managed on a similar  basis to the pension plan.  Accordingly,  the
same long-term rate of return assumption is used for the VEBA.

Pension  accounting  principles  require  companies to use estimates of expected
asset  returns  over long  periods of time.  The Company  selects  the  expected
long-term rate of return assumption using advice from its investment advisor and
its actuary considering the plan's asset allocation targets and expected overall
investment  manager  performance  and a  review  of  its  most  recent  ten-year
historical average compounded rate of return. After following the above process,
the  Company  selected  8.75% as its  expected  long-term  rate of  return as of
December 31, 2004 and 2003.

It is unlikely that in any given year the actual rate of return will be the same
as the assumed  long-term rate of return.  In general,  if actual returns exceed
the expected long-term rate of return, future levels of expense will go down and
vice-versa. Over the last ten years, the annual returns of the Company's primary
pension plan have  fluctuated  from a high of a 28% gain (2003) to a low of a 9%
loss (2002) and  averaged  over 10%, net of fees,  over the period.  During that
time  period  there were  seven  years in which  returns  exceeded  the  assumed
long-term  rate of return and three  years,  the three years ended  December 31,
2002, with returns below the assumed long-term rate of return.

                                       68




If the Company were to use a different  long-term rate of return assumption,  it
would  affect  annual  pension  expense  but would have no  immediate  effect on
funding  requirements.  For every hypothetical change of 100 basis points in the
assumed  long-term  rate of return on plan assets,  the  Company's  U.S.  annual
pension  plan  expense in 2005 would  increase or decrease by  approximately  $6
million before tax.  Similarly,  the annual benefit of investment  income in the
VEBA would increase or decrease by approximately $2 million.

The  reduction  (or  "credit") to pension  expense  associated  with the assumed
investment  return  fluctuates based on the level of plan assets (over time, the
higher  the level of assets,  the  higher  the  credit  and vice  versa) and the
assumed  rate of return  (the  higher  the rate,  the higher the credit and vice
versa).

For the pension plan,  the Company  calculates  expected  investment  returns by
applying the expected  long-term rate of return to the  market-related  value of
plan assets. The  market-related  value of the plan assets is different from the
actual or fair-market  value of the assets.  The actual or fair-market  value is
the value of the assets at a point in time that are  available to make  payments
to pensioners  and to cover any  transaction  costs.  The  market-related  value
recognizes changes in fair-value on a straight-line  basis over five years. This
spreading  reduces the effects of  year-over-year  volatility  in the  financial
markets.

The Company had significant investment losses in the three years ending December
31, 2002 that have not yet fully affected pension  expense.  The Company expects
its pension  expense  will  increase in the next  several  years  because of the
amortization of the net investment losses.  This will be partially offset by the
favorable returns earned in 2003 and 2004.

The Company has elected to calculate  expected  investment  returns on assets in
the VEBA by applying  the expected  long-term  rate of return to the fair market
value of the  assets at year end.  This is likely to cause the  credit  from the
VEBA's  expected return to fluctuate more than the similar credit in the pension
plan.

Salary Inflation (Pension)
Pension  expense  and  liabilities  will vary with the  expected  rate of salary
increases  - the  higher or lower the annual  increase,  the higher or lower the
liability and expense. Since there are no currently known significant changes in
approach to compensation at any of its business units,  management believes that
recent  historical  behavior  is likely to  continue.  Accordingly,  its view of
future  compensation  inflation is heavily  influenced  by recent  history.  The
Company  expects its  weighted  average  salary  inflation  for its primary U.S.
pension plan to remain at or about 5%, based on current rates of inflation.

Medical Inflation (Retiree Medical, Health Benefit Act)
Changes  in  medical   inflation  will  affect  liability  and  expense  amounts
differently  for the  plans  noted.  There  is a  direct  link  between  medical
inflation and expected  spending for  postretirement  medical benefits under the
Company-sponsored  plan for 2005  and for  later  years.  Future  cash  payments
associated with the Health Benefit Act will reflect only a portion of the effect
of medical inflation as a result of statutory limitations on premium growth.

For the retiree  medical plan, the Company  assumed an inflation rate of 10% for
2005, and projects this rate to decline to 5% by 2010 for the  Company-sponsored
plans.  The average  annual  increase for medical  inflation in the plan for the
last three years has been above 9%. Health Benefit Act liabilities  were assumed
to have a 4.5% inflation rate for premium  payments.  The average annual premium
increases over the last three years have been below 4.5% since premium increases
are related only to  increases in prices of medical  benefits and do not include
cost changes  stemming  from the use of more  expensive  treatments,  changes in
technology or the amount of care required.  Because of the volatility of medical
inflation  it is likely  that there  will be future  adjustments,  although  the
direction  and extent of these  adjustments  cannot be  predicted at the present
time.

                                       69




If the Company  had  assumed  that the health care cost trend rates would be 100
basis points higher in each future year, the APBO for the  coal-related  retiree
medical  benefit  plan  would  have been  approximately  $78  million  higher at
December 31, 2004 and the expense for 2004 would have been $3.8 million  higher.
If the Company had assumed that the future  health care cost trend rate would be
100 basis points lower, the APBO would have been approximately $65 million lower
at December 31, 2004 and the related 2004 expenses  would have been $3.2 million
lower.

Numbers of Participants (All Plans)
The valuations of all of these benefit plans are affected by the life expectancy
of the participants. Accordingly, the Company relies on actuarial information to
predict the number and life  expectancy  of  participants.  The Company uses the
1983 Group Annuity Mortality table for all plans,  except the Health Benefit Act
liability, which uses the U.S. Life 79-81 mortality table.

Due  to the  complexity  of the  contractual  relationship  with  the  UMWA  for
postretirement  medical  benefits and the application of regulations  associated
with the Health Benefit Act, the number of participants has and will continue to
fluctuate as new  participants  are made known to the Company and as the Company
and others investigate the application of the regulations.  Since the Company is
no longer  operating in the coal  industry,  it  anticipates  that the number of
participants in the postretirement  medical plan and the number of beneficiaries
under the Health Benefit Act will decline over time due to mortality.

Changes in Laws  (All Plans)
The Company's  valuations of its liabilities are determined  under existing laws
and regulations. Changes in laws and regulations which affect the ultimate level
of  liabilities  and expense are reflected  once the changes are final and their
impact  can be  reasonably  estimated.  Recent  changes  in  laws  that  provide
government subsidies for amounts paid for pharmaceuticals for  medicare-eligible
medical plan participants have reduced the Company's liability.  Changes in laws
directed  at changing  the funding  available  for medical  benefits  related to
unassigned beneficiaries under the Health Benefit Act could significantly reduce
the Company's ultimate liability to the Combined Fund.

Worker's Compensation

Besides the effects of changes in medical costs, workers' compensation costs are
affected by the severity and types of injuries, changes in state regulations and
their  application and the quality of programs that assist an employee's  return
to work. The Company's  liability for future payments for workers'  compensation
claims is evaluated with the assistance of its actuary.

                                       70




RECENT ACCOUNTING PRONOUNCEMENTS
- --------------------------------------------------------------------------------

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment." SFAS No.
123R is a  revision  of SFAS  No.  123 and  supersedes  APB 25.  SFAS  No.  123R
eliminates  the use of the intrinsic  value method of  accounting,  and requires
companies to recognize  the cost of employee  services  received in exchange for
awards of equity instruments based on the grant-date fair value of those awards.
The  effective  date of SFAS No. 123R is the first  reporting  period  beginning
after June 15, 2005,  which is third quarter 2005 for calendar  year  companies,
although early adoption is allowed. SFAS No. 123R permits companies to adopt its
requirements  using  either a  "modified  prospective"  method,  or a  "modified
retrospective"  method. Under the "modified  prospective"  method,  compensation
cost is  recognized  in the financial  statements  beginning  with the effective
date,  based on the  requirements of SFAS No. 123R for all share-based  payments
granted after that date, and based on the  requirements  of SFAS No. 123 for all
unvested awards granted prior to the effective date of SFAS No. 123R.  Under the
"modified  retrospective"  method,  the  requirements  are the same as under the
"modified  prospective" method, except that entities also are allowed to restate
financial  statements of previous periods based on pro forma disclosures made in
accordance with SFAS No. 123.

The Company currently utilizes  Black-Scholes,  a standard option pricing model,
to measure the fair value of stock options granted to employees.  While SFAS No.
123R permits entities to continue to use such a model, the standard also permits
the use of a "lattice"  model. The Company has not yet determined which model it
will use to measure the fair value of employee  stock  options upon the adoption
of SFAS No. 123R.

The Company  currently  expects to adopt SFAS No. 123R  effective  July 1, 2005;
however,  the Company has not yet  determined  which of the adoption  methods it
will use.  Subject to a complete  review of the  requirements  of SFAS No. 123R,
based on stock options granted to employees through December 31, 2004, and stock
options  expected  to be granted  during  2005,  the  Company  expects  that the
adoption of SFAS No. 123R on July 1, 2005,  will reduce both third  quarter 2005
and fourth  quarter 2005 net  earnings by  approximately  $1 million  ($0.02 per
diluted share). See note 16 for further information on the Company's share-based
compensation plans.

                                       71




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.


                                       72




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.


                                       73




MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
- --------------------------------------------------------------------------------

Management  of the  Company is  responsible  for  establishing  and  maintaining
adequate internal control over financial  reporting as defined in Rule 13a-15(f)
under the Securities  Exchange Act of 1934. The Company's  internal control over
financial reporting is designed to provide reasonable assurance to the Company's
management  and  board  of  directors   regarding  the   preparation   and  fair
presentation of published financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may  not  prevent  or  detect  misstatements.   Therefore,  even  those  systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.

Management  assessed the  effectiveness  of the Company's  internal control over
financial  reporting  as of  December  31,  2004.  In  making  this  assessment,
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations  of  the  Treadway   Commission  (COSO)  in  "Internal  Control  -
Integrated Framework".  Based on our assessment, we believe that, as of December
31, 2004, the Company's  internal control over financial  reporting is effective
based on those criteria.

Management's  assessment of the effectiveness of internal control over financial
reporting as of December 31, 2004, has been audited by KPMG LLP, the independent
registered public accounting firm which also audited the Company's  consolidated
financial  statements.  KPMG's attestation report on management's  assessment of
the  Company's  internal  control over  financial  reporting  appears on page 75
hereof.


                                       74




REPORT of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders
The Brink's Company

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Report on Internal  Controls over  Financial  Reporting,  that The
Brink's Company maintained  effective internal control over financial  reporting
as of December 31, 2004,  based on criteria  established in "Internal  Control -
Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission  ("COSO").  The Brink's Company's  management is responsible
for maintaining  effective internal control over financial reporting and for its
assessment of the  effectiveness of internal  control over financial  reporting.
Our  responsibility  is to express an opinion on management's  assessment and an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with U.S. generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit  preparation of financial  statements in accordance  with U.S.  generally
accepted  accounting  principles,  and that  receipts  and  expenditures  of the
company are being made only in accordance with  authorizations of management and
directors  of the  company;  and  (3)  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use, or disposition
of the  company's  assets  that could have a  material  effect on the  financial
statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion,  management's  assessment  that The Brink's  Company  maintained
effective internal control over financial  reporting as of December 31, 2004, is
fairly  stated,  in all  material  respects,  based on criteria  established  in
"Internal Control - Integrated  Framework" issued by COSO. Also, in our opinion,
The Brink's Company  maintained,  in all material  respects,  effective internal
control over  financial  reporting  as of December  31, 2004,  based on criteria
established in "Internal Control - Integrated Framework" issued by COSO.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets of
The Brink's  Company and  subsidiaries as of December 31, 2004 and 2003, and the
related  consolidated  statements of  operations,  comprehensive  income (loss),
shareholders'  equity  and cash  flows for each of the  years in the  three-year
period ended December 31, 2004,  and our report dated March 15, 2005,  expressed
an unqualified opinion on those consolidated financial statements.



/s/  KPMG LLP
Richmond, Virginia
March 15, 2005


                                       75




REPORT of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders
The Brink's Company

We have  audited the  accompanying  consolidated  balance  sheets of The Brink's
Company and  subsidiaries  (the "Company") as of December 31, 2004 and 2003, and
the related consolidated statements of operations,  comprehensive income (loss),
shareholders'  equity  and cash  flows for each of the  years in the  three-year
period ended December 31, 2004. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of The Brink's Company
and  subsidiaries  as of December  31,  2004 and 2003,  and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended December 31, 2004, in conformity with U.S. generally  accepted  accounting
principles.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the effectiveness of the Company's
internal  control over  financial  reporting  as of December 31, 2004,  based on
criteria  established in "Internal  Control-Integrated  Framework" issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated March 15, 2005,  expressed an unqualified  opinion on  management's
assessment of, and the effective  operation of, internal  control over financial
reporting.



/s/  KPMG LLP
Richmond, Virginia
March 15, 2005


                                       76





                               THE BRINK'S COMPANY
                                and subsidiaries





                           Consolidated Balance Sheets
- ----------------------------------------------------------------------------------------------------

                                                                                    December 31,
(In millions, except per share amounts)                                          2004         2003
- ----------------------------------------------------------------------------------------------------
 

                                 ASSETS

Current assets:
   Cash and cash equivalents                                              $     169.0         128.7
   Accounts receivable, (net of estimated uncollectible
     amounts: 2004 - $26.7; 2003 - $27.6)                                       749.5         580.3
   Prepaid expenses and other current assets                                     58.1          59.8
   Deferred income taxes                                                        116.0          91.7
- ----------------------------------------------------------------------------------------------------
       Total current assets                                                   1,092.6         860.5

Property and equipment, net                                                     914.0         873.2
Goodwill, net                                                                   259.6         244.1
Investments held by Voluntary Employees' Beneficiary Association trust            -           105.2
Deferred income taxes                                                           234.7         282.7
Other                                                                           177.3         182.9
- ----------------------------------------------------------------------------------------------------

       Total assets                                                       $   2,678.2       2,548.6
====================================================================================================

                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Short-term borrowings                                                  $      27.5          35.8
   Current maturities of long-term debt                                          35.1          17.2
   Accounts payable                                                             357.0         286.9
   Accrued liabilities                                                          612.5         504.2
- ----------------------------------------------------------------------------------------------------
       Total current liabilities                                              1,032.1         844.1

Long-term debt                                                                  181.6         221.5
Accrued pension costs                                                           117.0          86.6
Postretirement benefits other than pensions                                     331.2         504.2
Deferred revenue                                                                139.5         130.7
Deferred income taxes                                                            26.0          26.5
Other                                                                           176.8         239.4
- ----------------------------------------------------------------------------------------------------
       Total liabilities                                                      2,004.2       2,053.0

Commitments and contingent liabilities (notes 4, 6, 13, 14, 15, 18 and 23)

Shareholders' equity:
   Common stock, par value $1 per share:
     Shares authorized: 100.0
     Shares issued and outstanding: 2004 - 56.7; 2003 - 54.3                     56.7          54.3
   Capital in excess of par value                                               457.4         383.0
   Retained earnings                                                            352.9         237.2
   Employee benefits trust, at market value:
     Shares not allocated to employees: 2004 - 1.1; 2003 - 0.6                  (44.9)        (14.0)
   Accumulated other comprehensive income (loss):
     Minimum pension liabilities                                               (129.9)       (122.1)
     Foreign currency translation                                               (18.2)        (45.6)
     Unrealized gains on cash flow hedges                                         -             0.1
     Unrealized gains on marketable securities                                    -             2.7
- ----------------------------------------------------------------------------------------------------
       Accumulated other comprehensive loss                                    (148.1)       (164.9)
- ----------------------------------------------------------------------------------------------------

       Total shareholders' equity                                               674.0         495.6
- ----------------------------------------------------------------------------------------------------

       Total liabilities and shareholders' equity                         $   2,678.2       2,548.6
====================================================================================================


See accompanying notes to consolidated financial statements.


                                       77




                              THE BRINK'S COMPANY
                                and subsidiaries




                      Consolidated Statements of Operations
- ------------------------------------------------------------------------------------------------------------

                                                                              Years Ended December 31,
(In millions, except per share amounts)                                   2004           2003         2002
- ------------------------------------------------------------------------------------------------------------
 
Revenues                                                             $  4,718.1        3,998.6      3,733.8

Expenses:

Operating expenses                                                      3,964.2        3,404.2      3,136.1
Selling, general and administrative expenses                              573.1          520.6        470.6
- ------------------------------------------------------------------------------------------------------------
   Total expenses                                                       4,537.3        3,924.8      3,606.7
Gain on sale of equity interest                                             -             10.4          -
Other operating income, net                                                 9.1           15.6          5.2
- ------------------------------------------------------------------------------------------------------------

Operating profit                                                          189.9           99.8        132.3

Interest income                                                             4.6            6.2          3.1
Interest expense                                                          (22.9)         (25.4)       (23.0)
Stabilization Act compensation                                              -              -            5.9
Other income (expense), net                                                 2.8            2.3         (5.2)
Minority interest                                                         (12.9)          (9.0)        (3.3)
- ------------------------------------------------------------------------------------------------------------
   Income from continuing operations before income taxes                  161.5           73.9        109.8
Provision for income taxes                                                 60.9           55.7         40.4
- ------------------------------------------------------------------------------------------------------------

Income from continuing operations                                         100.6           18.2         69.4
- ------------------------------------------------------------------------------------------------------------

Income (loss) from discontinued operations
   (2002 includes $2 million of retained expenses of former coal
   operations. These types of expenses in 2003 and 2004 are
   recorded in continuing operations.  See note 6.)                        20.9           11.2        (43.3)
- ------------------------------------------------------------------------------------------------------------

Net income                                                           $    121.5           29.4         26.1
============================================================================================================

Net income (loss) per common share

Basic:
    Continuing operations                                            $     1.84           0.34         1.31
    Discontinued operations                                                0.39           0.21        (0.83)
- ------------------------------------------------------------------------------------------------------------
                                                                     $     2.23           0.55         0.48
- ------------------------------------------------------------------------------------------------------------
Diluted:
    Continuing operations                                            $     1.82           0.34         1.30
    Discontinued operations                                                0.38           0.21        (0.82)
- ------------------------------------------------------------------------------------------------------------
                                                                     $     2.20           0.55         0.48
============================================================================================================


See accompanying notes to consolidated financial statements.


                                       78




                               THE BRINK'S COMPANY
                                and subsidiaries




             Consolidated Statements of Comprehensive Income (Loss)
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                              Years Ended December 31,
(In millions)                                                                             2004          2003         2002
- ---------------------------------------------------------------------------------------------------------------------------
 
Net income                                                                            $  121.5           29.4         26.1
Other comprehensive income (loss):
    Minimum pension liability adjustments:
      Adjustments to minimum pension liability                                            (9.2)          27.1       (210.8)
      Tax benefit (expense) related to minimum pension liability adjustment                1.4          (12.0)        80.1
- ---------------------------------------------------------------------------------------------------------------------------
      Minimum pension liability adjustments, net of tax                                   (7.8)          15.1       (130.7)
- ---------------------------------------------------------------------------------------------------------------------------

    Foreign currency:
      Translation adjustments arising during the year                                     25.7           47.0          8.1
      Tax benefit related to translation adjustments                                       0.9             -            -
      Reclassification adjustment for losses included in net income                        0.8            0.9           -
- ---------------------------------------------------------------------------------------------------------------------------
      Foreign currency translation adjustments                                            27.4           47.9          8.1
- ---------------------------------------------------------------------------------------------------------------------------

    Cash flow hedges:
      Unrealized net gains (losses) on cash flow hedges arising during the year            2.6            2.4         (4.2)
      Tax benefit (expense) related to unrealized net gains (losses) on cash flow hedges  (0.9)          (0.7)         1.3
      Reclassification adjustment for net losses (gains) realized in net income           (2.8)           5.2          3.5
      Tax expense (benefit) related to net losses (gains) realized in net income           1.0           (1.6)        (1.1)
- ---------------------------------------------------------------------------------------------------------------------------
      Unrealized net gains (losses) on cash flow hedges, net of tax                       (0.1)           5.3         (0.5)
- ---------------------------------------------------------------------------------------------------------------------------

    Marketable securities:
      Unrealized net gains on marketable securities arising during the year                0.1            4.4          0.6
      Tax expense related to unrealized net gains on marketable securities                  -            (1.5)        (0.2)
      Reclassification adjustment for net losses (gains) realized in net income           (4.3)           0.2         (0.8)
      Tax expense (benefit) related to net losses (gains) realized in net income           1.5           (0.1)         0.2
- ---------------------------------------------------------------------------------------------------------------------------
      Unrealized net gains (losses) on marketable securities, net of tax                  (2.7)           3.0         (0.2)
- ---------------------------------------------------------------------------------------------------------------------------

Other comprehensive income (loss)                                                         16.8           71.3       (123.3)
- ---------------------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)                                                           $  138.3          100.7        (97.2)
===========================================================================================================================


See accompanying notes to consolidated financial statements.


                                       79




                               THE BRINK'S COMPANY
                                and subsidiaries




                 Consolidated Statements of Shareholders' Equity
- -------------------------------------------------------------------------------------------------------------

Years Ended December 31, 2004, 2003 and 2002

                                                            Capital                       Accumulated
                                                           in Excess           Employee      Other
                                        Preferred  Common   of Par   Retained  Benefits  Comprehensive
(In millions)                             Stock     Stock    Value   Earnings    Trust       Loss       Total
- -------------------------------------------------------------------------------------------------------------
 
Balance as of December 31, 2001         $   0.2      54.3     400.1    193.3     (58.9)    (112.9)     476.1

Net income                                   -         -         -      26.1        -          -        26.1
Other comprehensive loss                     -         -         -        -         -      (123.3)    (123.3)
Dividends:
   Common stock ($0.10 per share)            -         -         -      (5.2)       -          -        (5.2)
   Preferred stock ($31.25 per share)        -         -         -      (0.5)       -          -        (0.5)
Repurchase shares of:
   Common stock                              -         -       (0.3)      -         -          -        (0.3)
   Preferred stock                         (0.2)       -      (10.0)    (0.6)       -          -       (10.8)
Employee benefits trust:
   Remeasurement                             -         -       (5.3)      -        5.3         -          -
   Shares for employee benefit programs      -         -       (1.7)      -       20.6         -        18.9
Tax benefit of stock options exercised       -         -        0.2       -         -          -         0.2
- -------------------------------------------------------------------------------------------------------------

Balance as of December 31, 2002              -       54.3     383.0    213.1     (33.0)    (236.2)     381.2

Net income                                   -         -         -      29.4        -          -        29.4
Other comprehensive income                   -         -         -        -         -        71.3       71.3
Common stock dividends ($0.10 per share)     -         -         -      (5.3)       -          -        (5.3)
Employee benefits trust:
   Remeasurement                             -         -       (0.1)      -        0.1         -          -
   Shares for employee benefit programs      -         -       (0.1)      -       18.9         -        18.8
Tax benefit of stock options exercised       -         -        0.2       -         -          -         0.2
- -------------------------------------------------------------------------------------------------------------

Balance as of December 31, 2003              -       54.3     383.0    237.2     (14.0)    (164.9)     495.6

Net income                                   -         -         -     121.5        -          -       121.5
Other comprehensive income                   -         -         -        -         -        16.8       16.8
Common stock dividends ($0.10 per share)     -         -         -      (5.4)       -          -        (5.4)
Retire shares of common stock                -       (0.1)     (0.2)    (0.4)       -          -        (0.7)
Employee benefits trust:
   2.5 million shares issued to trust        -        2.5      58.9       -      (61.4)        -          -
   Remeasurement                             -         -       28.7       -      (28.7)        -          -
   Shares for employee benefit programs      -         -      (17.7)      -       59.2         -        41.5
Tax benefit of stock options exercised       -         -        4.7       -         -          -         4.7
- -------------------------------------------------------------------------------------------------------------

Balance as of December 31, 2004         $    -       56.7     457.4    352.9     (44.9)    (148.1)     674.0
=============================================================================================================


See accompanying notes to consolidated financial statements


                                       80




                               THE BRINK'S COMPANY
                                and subsidiaries





                      Consolidated Statements of Cash Flows
- ------------------------------------------------------------------------------------------------------------
                                                                              Years Ended December 31,
(In millions)                                                              2004         2003           2002
- ------------------------------------------------------------------------------------------------------------
 
Cash flows from operating activities:

Net income                                                             $  121.5           29.4         26.1
Adjustments to reconcile net income to net cash provided
 by operating activities:
   (Income) loss from discontinued operations, net of tax                 (20.9)         (11.2)        43.3
   Depreciation and amortization                                          175.0          168.0        149.9
   Impairment charges from subscriber disconnects                          38.4           34.3         32.3
   Amortization of deferred revenue                                       (26.1)         (25.0)       (23.9)
   Impairment of other long-lived assets                                    5.8            1.3         15.8
   Aircraft heavy maintenance expense                                      26.2           21.3         30.6
   Deferred income taxes                                                   21.8           30.2         (0.5)
   Provision (credit) for uncollectible accounts receivable                 4.0           (1.1)         3.2
   Other operating, net                                                    13.7            3.5         22.9
   Postretirement benefit funding (more) less than expense:
     Pension                                                               23.5            4.6        (23.8)
     Other than pension                                                   (60.9)           9.5          0.7
   Change in operating assets and liabilities, net of
       effects of acquisitions:
     Accounts receivable                                                 (128.9)          12.5        (14.6)
     Accounts payable and accrued liabilities                              77.4           (6.8)        19.1
     Deferred subscriber acquisition cost                                 (19.5)         (18.4)       (17.7)
     Deferred revenue from new subscribers                                 34.6           28.2         27.1
     Other, net                                                            (5.7)           1.3          7.2
   Discontinued operations, net                                             0.2           19.2        (56.4)
- ------------------------------------------------------------------------------------------------------------
     Net cash provided by operating activities                            280.1          300.8        241.3
- ------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:

Capital expenditures                                                     (220.3)        (202.7)      (193.4)
Aircraft heavy maintenance expenditures                                   (25.1)         (23.9)       (31.0)
Cash proceeds from:
   Disposal of former natural resource interests                           28.6          119.4         42.3
   Disposal of other property and equipment                                11.0           18.7          5.3
   Monetization of notes receivable and royalty agreement related
     to sale of former coal operations                                      -             26.0          -
Acquisitions                                                              (14.8)          (8.1)        (0.1)
Contributions to Voluntary Employees' Beneficiary Association trust         -            (82.0)         -
Other, net                                                                 (1.1)          (0.8)        (0.9)
Discontinued operations, net                                               (0.8)          (8.8)       (30.6)
- ------------------------------------------------------------------------------------------------------------
     Net cash used by investing activities                               (222.5)        (162.2)      (208.4)
- ------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:

Long-term debt:
   Additions                                                               89.5           81.7        294.7
   Repayments                                                            (119.5)        (185.4)      (304.1)
Short-term borrowings (repayments), net                                    (9.1)         (15.1)         9.1
Proceeds from exercise of stock options                                    24.2            1.7          1.4
Dividends                                                                  (5.4)          (5.3)        (5.7)
Repurchase of stock                                                         -              -          (11.1)
Other, net                                                                 (1.8)          (0.6)        (1.0)
- ------------------------------------------------------------------------------------------------------------
     Net cash used by financing activities                                (22.1)        (123.0)       (16.7)
- ------------------------------------------------------------------------------------------------------------

Effect of exchange rate changes on cash                                     4.8           10.8         (0.6)
- ------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                  40.3           26.4         15.6
Cash and cash equivalents at beginning of year                            128.7          102.3         86.7
- ------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                               $  169.0          128.7        102.3
============================================================================================================


See accompanying notes to consolidated financial statements.


                                       81






                               THE BRINK'S COMPANY
                                and subsidiaries
- -
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------


Basis of Presentation

The Brink's  Company  (along with its  subsidiaries,  the  "Company")  has three
operating segments:

        o  Brink's, Incorporated ("Brink's")

        o  Brink's Home Security, Inc. ("BHS")

        o  BAX Global Inc. ("BAX Global")

During the last three  years,  the Company sold  essentially  all of its natural
resource businesses and interests, and the results of these operations have been
reclassified to discontinued operations. The Company has significant liabilities
associated  with its former  coal  operations  and  expects to have  significant
ongoing expenses and cash outflows related to these obligations.

Principles of Consolidation

The  consolidated  financial  statements  include  the  accounts  of The Brink's
Company  and the  subsidiaries  it  controls.  Control  is  determined  based on
ownership rights or, when applicable, based on whether the Company is considered
the primary beneficiary of a variable interest entity. The Company's interest in
20%-to  50%-owned  companies that are not controlled are accounted for using the
equity method ("equity  affiliates"),  unless the Company does not  sufficiently
influence the management of the investee. All material intercompany accounts and
transactions have been eliminated in consolidation.

Revenue Recognition

Brink's. Revenue is recognized when services are performed.  Services related to
armored car transportation,  ATM servicing,  cash logistics and coin sorting and
wrapping are performed in accordance with the terms of customer contracts, which
contract  prices are fixed and  determinable.  Brink's  assesses the  customer's
ability  to meet the terms of the  contract,  including  payment  terms,  before
entering into contracts.

BHS.  Monitoring  revenues  are  recognized  monthly as  services  are  provided
pursuant Fto the terms of customer  contracts,  which contract  prices are fixed
and determinable.  BHS assesses the customer's  ability to meet the terms of the
contract, including payment terms, before entering into contracts. Nonrefundable
installation revenues and a portion of the related direct costs of acquiring new
subscribers  (primarily  sales  commissions) are deferred and recognized over an
estimated 15 year  subscriber  relationship.  When an installation is identified
for disconnection,  any unamortized deferred revenues and deferred costs related
to that installation are recognized at that time.

BAX Global. Revenues related to transportation services are recognized, together
with related  variable  transportation  costs, on the date shipments depart from
facilities en route to destination locations.  BAX Global and its customer agree
to the terms of the  shipment,  including  pricing,  prior to shipment.  Pricing
terms are fixed and  determinable,  and BAX Global only agrees to shipments when
it believes that the collectibility of related billings is reasonably assured.

Cash and Cash Equivalents

Cash and cash equivalents  include cash on hand, demand deposits and investments
with original maturities of three months or less.


                                       82




Trade Accounts Receivable

Trade accounts  receivable  are recorded at the invoiced  amount and do not bear
interest.  The allowance for doubtful accounts is the Company's best estimate of
the  amount  of  probable  credit  losses  on the  Company's  existing  accounts
receivable.  The Company determines the allowance based on historical  write-off
experience  by industry  and customer  specific  data.  The Company  reviews its
allowance  for doubtful  accounts  quarterly.  Account  balances are charged off
against the allowance  after all means of collection have been exhausted and the
potential  for  recovery  is  considered  remote.  The  Company  has an accounts
receivable   securitization   program  (described  in  note  14).  Transfers  of
receivables  under this program are accounted for as a sale under  Statements of
Financial  Accounting  Standards ("SFAS") No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities."

Property and Equipment

Property and  equipment is accounted  for at cost.  Depreciation  is  calculated
principally on the straight-line method. Amortization of capitalized software is
calculated principally on the straight-line method.

Estimated Useful Lives                                   Years
- -----------------------------------------------------------------
Buildings                                               10 to 40
Building leasehold improvements                          1 to 20
Security systems                                              15
Vehicles                                                 3 to 12
Capitalized software                                      3 to 7
Other machinery and equipment                            3 to 20
Machinery and equipment leasehold improvements           1 to 10
Aircraft and related assets                               1 to 5
=================================================================

Expenditures  for routine  maintenance  and repairs on property  and  equipment,
including  aircraft,  are charged to expense.  Major  renewals,  betterments and
modifications  are  capitalized  and amortized  over the lesser of the remaining
life of the asset or, if applicable, lease term. Scheduled airframe and periodic
engine  overhaul  costs are  capitalized  when incurred and  amortized  over the
flying time to the next scheduled maintenance date.

BHS  retains   ownership  of  most  security  systems  installed  at  subscriber
locations.  Costs for those systems are  capitalized  and  depreciated  over the
estimated  lives of the assets.  Costs  capitalized as part of security  systems
include equipment and materials used in the installation  process,  direct labor
required to install the equipment at customer sites,  and other costs associated
with the  installation  process.  These other costs include the cost of vehicles
used for installation purposes and the portion of telecommunication,  facilities
and administrative costs incurred primarily at BHS' branches that are associated
with the installation process. In 2004, direct labor and other costs represented
approximately  70% of the amounts  capitalized,  while  equipment  and materials
represented  approximately  30% of amounts  capitalized.  In addition to regular
straight-line  depreciation  expense each period, the Company charges to expense
the carrying value of security systems estimated to be permanently  disconnected
based  on  each  period's  actual   disconnects   and  historical   reconnection
experience.

The costs of computer  software  developed  or  obtained  for  internal  use are
accounted for in accordance with AICPA  Statement of Position  ("SOP") No. 98-1,
"Accounting  for the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal  Use."  SOP  No.  98-1  requires  that  certain  costs  related  to the
development or purchase of  internal-use  software be capitalized  and amortized
over the  estimated  useful  life of the  software.  Costs that are  capitalized
include external direct costs of materials and services to develop or obtain the
software,  and internal costs,  including compensation and employee benefits for
employees directly associated with a software development project.  Amortization
of capitalized  software costs was $19.6 million in 2004, $20.2 million in 2003,
and $19.8 million in 2002.


                                       83




Goodwill

Goodwill is recognized  for the excess of the purchase price over the fair value
of tangible and identifiable  intangible net assets of businesses  acquired,  in
accordance  with SFAS No.  142,  "Goodwill  and  Other  Intangible  Assets."  At
December 31, 2004,  Brink's had $92.1  million of net goodwill,  including  $7.7
million added in 2004 related to acquisitions.  BAX Global had $167.5 million of
net goodwill at December 31, 2004.

Impairment of Long-Lived Assets

The Company  reviews and accounts for the  impairment  of goodwill in accordance
with SFAS No. 142. Goodwill that has an indefinite useful life is not amortized,
but instead is tested for impairment at least annually by comparing the carrying
value of the reporting unit to its estimated  fair value.  The Company bases its
estimates of fair value on projected  future cash flows.  The Company  completed
goodwill impairment tests during each of the last three years with no impairment
charges required.

The Company  reviews and accounts for the impairment of long-lived  assets other
than  goodwill,  including  property and equipment and certain other  noncurrent
assets in  accordance  with SFAS No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." Long-lived assets besides goodwill are reviewed
for  impairment  when events or changes in  circumstances  indicate the carrying
value of an asset may not be  recoverable.  For  long-lived  assets  other  than
goodwill that are to be held and used in operations,  an impairment is indicated
when the estimated  total  undiscounted  cash flow  associated with the asset or
group of assets is less than carrying value. If impairment exists, an adjustment
is made to write the asset down to its fair value, and a loss is recorded as the
difference between the carrying value and fair value.

Long-lived assets not needed for operations and held for sale are carried at the
lower of  carrying  value or fair  value  less  cost to sell.  Fair  values  are
determined based on quoted market values,  discounted cash flows or internal and
external appraisals, as applicable.

Investments Held by VEBA Trust

Prior to January 1, 2004, the Company  accounted for the investments held by its
Voluntary  Employees'  Beneficiary  Association  trust  ("VEBA")  as  marketable
securities in accordance with SFAS No. 115,  "Accounting for Certain Investments
in Debt and Equity Securities."  Investments held by the VEBA were classified as
available-for-sale and reported at fair value.  Unrealized gains and losses were
recognized in other  comprehensive  income (loss) and realized  gains and losses
were  recognized in earnings.  Realized  gains and losses were computed based on
the average cost method.

Effective January 1, 2004, the Company  restricted the use of the assets held by
its VEBA to pay only obligations of its  coal-related  retiree medical plan and,
accordingly,  began  accounting for the VEBA as a plan asset in accordance  with
SFAS No. 106,  "Employers'  Accounting  for  Postretirement  Benefits Other Than
Pensions."  Since  January 1, 2004,  the VEBA is reflected as a direct offset to
the  liability  within  postretirement  benefits  other  than  pensions  on  the
Company's  balance  sheet.  With  the  restriction  in the use of the  VEBA,  an
unrealized  net gain of $4.4 million was  recognized in 2004 within other income
(expense), net.

Share-Based Compensation

The Company accounts for its share-based  compensation plans using the intrinsic
value method  prescribed in Accounting  Principles Board Opinion ("APB") No. 25,
"Accounting  for  Stock  Issued  to  Employees"  and  related   interpretations.
Accordingly,  since  options  are granted  with an  exercise  price equal to the
market price of the stock on the date of grant,  the Company has not  recognized
any compensation expense related to its stock option plans.


                                       84




Had  compensation  costs for the  Company's  stock option plans been  determined
based on the  fair  value of  awards  at the  grant  dates  consistent  with the
optional  recognition  provision  of SFAS No. 123,  "Accounting  for Stock Based
Compensation," net income and net income per share would have been the pro forma
amounts indicated below:





                                                                     Years Ended December 31,
(In millions, except per share amounts)                              2004      2003      2002
- ----------------------------------------------------------------------------------------------
 
Net income

   As reported                                                  $   121.5      29.4      26.1
   Less share-based compensation expense determined
    under fair value method, net of related tax effects              (3.6)     (4.7)     (4.4)
- ----------------------------------------------------------------------------------------------
   Pro forma                                                    $   117.9      24.7      21.7
==============================================================================================

Net income per share

   Basic, as reported                                           $    2.23      0.55      0.48
   Basic, pro forma                                                  2.16      0.47      0.40
   Diluted, as reported                                         $    2.20      0.55      0.48
   Diluted, pro forma                                                2.13      0.46      0.39
==============================================================================================



In these  tables,  the fair value of each stock option grant is estimated at the
time of the grant using the  Black-Scholes  option-pricing  model. Pro forma net
income and net income per share  disclosures  are  computed  by  amortizing  the
estimated fair value of the grants over vesting periods. For options with graded
vesting,  the estimated fair value is amortized in accordance  with the guidance
in  Financial  Accounting  Standards  Board  ("FASB")   Interpretation  No.  28,
"Accounting  for Stock  Appreciation  Rights and Other  Variable Stock Option or
Award  Plans." If a different  option-pricing  model had been used,  results may
have been different.

The assumptions used and the resulting weighted-average  grant-date estimates of
fair value for options granted are as follows:






                                                                     Years Ended December 31,
                                                                     2004      2003      2002
- ----------------------------------------------------------------------------------------------
 
Options granted

   In millions                                                        0.9       0.6       1.0
   Weighted-average exercise price per share                    $   31.88     15.24     21.50

Weighted-Average Assumptions

   Expected dividend yield                                            0.5%      0.5%      0.5%
   Expected volatility                                                 32%       37%       37%
   Risk-free interest rate                                            3.3%      2.3%      3.7%
   Expected term (in years)                                           3.8       4.0       4.0

Fair value estimates

   In millions                                                  $     8.3       3.0       6.6
   Weighted-average per share                                   $    8.84      4.69      6.97
==============================================================================================


                                       85




Postretirement Benefits Other Than Pensions

Postretirement  benefits  other  than  pensions,  except  for those  established
pursuant to the Coal Industry  Retiree  Health  Benefit Act of 1992 (the "Health
Benefit Act"),  are accounted for in accordance  with SFAS No. 106,  "Employers'
Accounting  for  Postretirement  Benefits Other Than  Pensions,"  which requires
employers  to accrue  the cost of  retirement  benefits  during  the  employees'
service with the Company.  Actuarial gains and losses are deferred.  The portion
of  the  deferred   gains  or  losses  that  exceeds  10%  of  the   accumulated
postretirement benefit obligation at the beginning of the year is amortized into
earnings over the average remaining life expectancy for inactive participants.

Postretirement  benefit  obligations  established  by the Health Benefit Act are
recorded as a liability when they are probable and estimable in accordance  with
Emerging  Issues  Task Force  ("EITF")  No.  92-13,  "Accounting  for  Estimated
Payments in Connection  with the Coal  Industry  Retiree  Health  Benefit Act of
1992."

Income Taxes

Deferred  tax assets and  liabilities  are  recorded to  recognize  the expected
future tax  benefits  or costs of events that have been  reported  in  different
years for financial  statement  purposes than tax purposes.  Deferred tax assets
and  liabilities  are determined  based on the difference  between the financial
statement  and tax bases of assets and  liabilities  using  enacted tax rates in
effect for the year in which these items are expected to reverse.

Foreign Currency Translation

The Company's  consolidated financial statements are reported in U.S. dollars. A
substantial  amount of the Company's  business is transacted in other currencies
due to the large number of countries in which the Company operates. In addition,
the Company's  foreign  subsidiaries  maintain  their  records  primarily in the
currency of the country within which they operate. Accordingly,  income, expense
and balance  sheet values must be  translated  into U.S.  dollars.  The value of
assets and liabilities of foreign  subsidiaries are translated into U.S. dollars
using  rates of  exchange at the  balance  sheet date and  resulting  cumulative
translation  adjustments  are  recorded in other  comprehensive  income  (loss).
Revenues and expenses are  translated  at rates of exchange in effect during the
year.  Transaction  gains and losses and  translation  adjustments  relating  to
subsidiaries in countries with highly inflationary economies are included in net
income.

Derivative Instruments and Hedging Activities

All derivative  instruments are recorded in the  consolidated  balance sheets at
fair value. If the derivative has been designated as a cash flow hedge,  changes
in the fair value are recognized in other comprehensive  income (loss) until the
hedged transaction is recognized in earnings.

Use of Estimates

In accordance  with U.S.  generally  accepted  accounting  principles  ("GAAP"),
management  of the  Company  has  made a number  of  estimates  and  assumptions
relating  to the  reporting  of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  to  prepare  these  consolidated  financial
statements.  Actual results could differ  materially from those  estimates.  The
most  significant  estimates  used by  management  are related to  goodwill  and
long-lived assets, heavy maintenance  expense,  pension and other postretirement
benefit  obligations,  withdrawal  liability from United Mine Workers of America
pension plans, and deferred tax assets.

Reclassifications

Certain  prior year  amounts  have been  reclassified  to conform to the current
year's financial statement presentation.

Former Coal Operations - 2002

The following  accounting  policies of the Company's former coal operations were
in  effect in 2002.  The  Company  completed  its exit of the coal  business  in
December 2002. The operating  results of the former coal operations for 2002 are
included  as a  component  of the  Company's  income  (loss)  from  discontinued
operations. Since the Company is no longer in the coal business, it has not used
these policies since 2002.


                                       86



Revenue Recognition
Coal sales were generally  recognized  when coal was loaded onto  transportation
vehicles for shipment to customers.  For domestic sales, this generally occurred
when coal was loaded onto railcars at mine  locations.  For export  sales,  this
generally  occurred  when  coal was  loaded  onto  marine  vessels  at  terminal
facilities.

Expenses related to Property, Plant and Equipment
Depletion of bituminous coal lands was provided on the basis of tonnage mined in
relation to the  estimated  total of  recoverable  tonnage in the  ground.  Mine
development  costs were capitalized and amortized over the estimated useful life
of the mine.  These costs included  expenses  incurred for site  preparation and
development  at the mines during the  development  stage.  A mine was considered
under development until management  determined that all planned production units
were in place and the mine was available for commercial operation and the mining
of coal.

New Accounting Standards

Adopted Standards
Effective  January 1, 2004,  the  Company  adopted  FASB  Interpretation  No. 46
(revised December 2003),  "Consolidation  of Variable Interest  Entities," which
addresses how a business enterprise should evaluate whether it has a controlling
financial  interest in an entity through a means other than voting  rights.  The
implementation  of this new  standard  did not  have a  material  effect  on the
Company's results of operations or financial position.

Effective  December 31,  2003,  the Company  adopted SFAS No. 132R,  "Employers'
Disclosure about Pensions and Other Postretirement Benefits." SFAS No. 132R does
not change the way  liabilities are valued and expenses are calculated for those
plans. The standard requires,  among other things,  additional disclosures about
the assets held in employer sponsored plans,  disclosures relating to plan asset
investment policy and practices, disclosure of expected contributions to be made
to the plans and expected benefit payments to be made by the plans.

In  December  2004,  the FASB  issued  FASB Staff  Position  No. FAS 109-2 ("FSP
109-2"),   "Accounting  and  Disclosure   Guidance  for  the  Foreign   Earnings
Repatriation  Provision  within the American  Jobs  Creations  Act of 2004." The
American  Job Creation Act  introduced  a limited  time 85%  dividends  received
deduction on the  repatriation  of certain foreign  earnings to U.S.  taxpayers,
provided certain criteria are met. FSP 109-2 provides  accounting and disclosure
guidance for the repatriation provision.  FSP 109-2 is effective immediately and
the required disclosures have been included in note 18.

Standards not yet adopted
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment." SFAS No.
123R is a  revision  of SFAS  No.  123 and  supersedes  APB 25.  SFAS  No.  123R
eliminates  the use of the intrinsic  value method of  accounting,  and requires
companies to recognize  the cost of employee  services  received in exchange for
awards of equity instruments based on the grant-date fair value of those awards.
The  effective  date of SFAS No. 123R is the first  reporting  period  beginning
after June 15, 2005,  which is third quarter 2005 for calendar  year  companies,
although early adoption is allowed. SFAS No. 123R permits companies to adopt its
requirements  using  either  a  "modified  prospective"  method  or a  "modified
retrospective"  method. Under the "modified  prospective"  method,  compensation
cost is  recognized  in the financial  statements  beginning  with the effective
date,  based on the  requirements of SFAS No. 123R for all share-based  payments
granted after that date, and based on the  requirements  of SFAS No. 123 for all
unvested awards granted prior to the effective date of SFAS No. 123R.  Under the
"modified  retrospective"  method,  the  requirements  are the same as under the
"modified  prospective" method, except that entities also are allowed to restate
financial  statements of previous periods based on pro forma disclosures made in
accordance with SFAS No. 123.

The Company currently utilizes  Black-Scholes,  a standard option pricing model,
to measure the fair value of stock options granted to employees.  While SFAS No.
123R permits entities to continue to use such a model, the standard also permits
the use of a "lattice"  model. The Company has not yet determined which model it
will use to measure the fair value of employee  stock  options upon the adoption
of SFAS No. 123R. See note 16 for further information.

                                       87




The Company  currently  expects to adopt SFAS No. 123R  effective  July 1, 2005;
however,  the Company has not yet  determined  which of the adoption  methods it
will use.  Subject to a complete  review of the  requirements  of SFAS No. 123R,
based on stock options granted to employees through December 31, 2004, and stock
options  expected  to be granted  during  2005,  the  Company  expects  that the
adoption of SFAS No. 123R on July 1, 2005,  will reduce both third  quarter 2005
and fourth  quarter 2005 net  earnings by  approximately  $1 million  ($0.02 per
diluted share). See note 16 for further information on the Company's share-based
compensation plans.

NOTE 2 - SEGMENT INFORMATION
- --------------------------------------------------------------------------------

The Company conducts business in three different  operating  segments:  Brink's,
BHS, and BAX Global.  These  reportable  segments are  identified by the Company
based on how  resources  are  allocated  and how  operating  decisions are made.
Management  evaluates  performance  and allocates  resources  based on operating
profit or loss, excluding corporate allocations.

Brink's offers services globally including armored car transportation, automated
teller  machine  ("ATM")  replenishment  and  servicing,  currency  and  deposit
processing including its "Cash Logistics" operations, coin sorting and wrapping,
arranging the secure air transportation of valuables ("Global Services") and the
deploying  and  servicing  of safes  and safe  control  devices,  including  its
patented CompuSafe(R) service. Brink's operates in approximately 50 countries.

BHS  offers  monitored   security   services  in  North  America  primarily  for
owner-occupied,  single-family  residences.  To  a  lesser  extent,  BHS  offers
security  services for commercial  and  multi-family  properties.  BHS typically
installs and owns the on-site security systems,  and charges fees to monitor and
service the systems.

BAX Global provides  transportation  and supply chain  management  services on a
global basis,  specializing in the heavy freight market for business-to-business
shipping.  In North  America,  BAX  Global  provides  overnight,  second day and
deferred  freight  delivery  as well as supply  chain  management  services  and
charter  services.  Internationally,  BAX Global provides air and ocean delivery
services,  freight  forwarding  services,  supply chain management  services and
international  customs  brokerage  services.  BAX  Global has  approximately  90
stations in the U.S. and approximately  170 stations in international  locations
and has agency agreements with approximately 115 agent locations.

The Company has no single  customer that  represents  more than 10% of its total
revenue.




                                            Assets                      Revenues                Operating Profit (Loss)
- ------------------------------------------------------------------------------------------------------------------------
                                          December 31,           Years Ended December 31,       Years Ended December 31,
(In millions)                        2004     2003    2002         2004    2003     2002        2004      2003      2002
- ------------------------------------------------------------------------------------------------------------------------
 
Business Segments

Brink's                          $ 1,041.2    945.2    842.8   $ 1,931.9  1,689.0 1,579.9     $ 144.7    112.5     96.1
BHS                                  440.6    410.9    387.5       345.6    310.4   282.4        80.8     71.2     60.9
BAX Global                           839.7    763.1    741.6     2,440.6  1,999.2 1,871.5        56.2      3.0     17.6
- ------------------------------------------------------------------------------------------------------------------------
  Business Segments                2,321.5  2,119.2  1,971.9     4,718.1  3,998.6 3,733.8       281.7    186.7    174.6
Corporate:
   VEBA (a)                            -      105.2     18.2         -        -       -           -        -        -
   Other                             101.3     45.8     72.8         -        -       -         (45.9)   (27.8)   (23.1)
Former operations and interests:
   Net deferred tax assets           230.1    228.0    238.7         -        -       -           -        -        -
   Gain on sale of equity interest     -        -        -           -        -       -           -       10.4      -
   Other (b)                          25.3     50.4    158.3         -        -       -         (45.9)   (69.5)   (19.2)
- ------------------------------------------------------------------------------------------------------------------------
                                 $ 2,678.2  2,548.6  2,459.9   $ 4,718.1  3,998.6 3,733.8     $ 189.9     99.8    132.3
========================================================================================================================


(a)  See notes 4 and 5.

(b)  Former coal operations operating loss in  2004 and  2003 represents ongoing
     expenses of former coal operations; these types of expenses were classified
     as  discontinued  operations  in 2002.  Operating  loss in 2002  represents
     impairment and other charges.


                                       88







                                                Capital Expenditures          Depreciation and Amortization
- -----------------------------------------------------------------------------------------------------------
                                              Years Ended December 31,         Years Ended December 31,
(In millions)                                 2004       2003    2002           2004       2003       2002
- -----------------------------------------------------------------------------------------------------------
 
Business Segments

Brink's                                   $   76.2       80.9    79.3       $   81.0       70.6       61.3
BHS                                          117.6       98.0    86.9           42.9       40.1       37.3
BAX Global (a)                                25.4       23.6    27.1           41.8       47.0       44.4
Corporate                                      1.1        0.2     0.1            0.7        2.5        0.3
- -----------------------------------------------------------------------------------------------------------
   Property and equipment                    220.3      202.7   193.4          166.4      160.2      143.3
Amortization of BHS deferred subscriber
   acquisition costs                           -          -       -              8.6        7.8        6.6
- -----------------------------------------------------------------------------------------------------------
                                          $  220.3      202.7   193.4       $  175.0      168.0      149.9
- -----------------------------------------------------------------------------------------------------------


(a)  Excludes aircraft heavy maintenance expenditures and amortization.




                                                                              Years Ended December 31
- -----------------------------------------------------------------------------------------------------------
(In millions)                                                            2004          2003           2002
- -----------------------------------------------------------------------------------------------------------
 
Other BHS Information

Impairment charges from subscriber disconnects                    $       38.4         34.3           32.3
Amortization of deferred revenue                                         (26.1)       (25.0)         (23.9)
Deferred subscriber acquisition costs (current year payments)            (19.5)       (18.4)         (17.7)
Deferred revenue from new subscribers (current year receipts)             34.6         28.2           27.1
===========================================================================================================






                                          Long-Lived Assets                           Revenues
- ----------------------------------------------------------------------------------------------------------
                                           December 31,                       Years Ended December 31,
(In millions)                      2004        2003       2002             2004         2003          2002
- ----------------------------------------------------------------------------------------------------------
 
Geographic

International:
   Business segments:
     France                   $   168.1       156.4      134.7         $  516.9        420.7         376.7
     Other                        315.9       278.8      241.3          2,303.7      1,741.6       1,546.8
- -----------------------------------------------------------------------------------------------------------
     Subtotal                     484.0       435.2      376.0          2,820.6      2,162.3       1,923.5
===========================================================================================================


United States:
   Business segments              776.6       767.9      751.2          1,897.5      1,836.3       1,810.3
   Corporate                        1.5         0.7        0.8              -            -             -
   Former operations                2.3         6.4       53.6              -            -             -
- -----------------------------------------------------------------------------------------------------------
     Subtotal                     780.4       775.0      805.6          1,897.5      1,836.3       1,810.3
- ----------------------------------------------------------------------------------------------------------
                              $ 1,264.4     1,210.2    1,181.6         $4,718.1      3,998.6       3,733.8
==========================================================================================================



                                       89




Revenues  are recorded in the country  where the service is  initiated/performed
with the exception of most of BAX Global's  export freight service where revenue
is shared among the origin and destination countries.





                                                                   December 31,
(In millions)                                               2004       2003      2002
- --------------------------------------------------------------------------------------
 
Net assets outside the U.S.

EMEA (a)                                                $  252.5      241.8     203.5
Latin America (b)                                           92.0       73.7      64.2
Asia Pacific                                               155.2      116.9      74.4
Canada and other                                            53.6       40.0      35.7
- --------------------------------------------------------------------------------------
                                                        $  553.3      472.4     377.8
======================================================================================


(a)  Europe, Middle East and Africa.

(b)  Latin America, Mexico and Puerto Rico.




                                                                   December 31,
(In millions)                                               2004       2003      2002
- --------------------------------------------------------------------------------------
 
Investments in unconsolidated equity affiliates

Brink's                                                 $   11.9       23.1      23.8
Other                                                        5.2        6.9      11.7
- --------------------------------------------------------------------------------------
                                                        $   17.1       30.0      35.5
======================================================================================

Share of earnings of unconsolidated equity affiliates

Brink's                                                 $    1.0        1.6       1.3
Other                                                        -         (1.3)     (0.1)
- --------------------------------------------------------------------------------------
                                                        $    1.0        0.3       1.2
======================================================================================



The  Company's  accounting  method for a 20%-owned  Mexican  investee of Brink's
changed in the third quarter of 2004 from the equity method of accounting to the
cost method of accounting reflecting management's conclusion that the Company no
longer  sufficiently   influences  the  management  of  the  investee  to  merit
equity-method  accounting.  The  Company's  investment  at December 31, 2004 was
approximately $9 million.  The Company has approximately $14 million of currency
exchange losses in accumulated other comprehensive loss related to the investee.

Undistributed  earnings of equity affiliates  included in consolidated  retained
earnings  approximated  $8.6  million at  December  31,  2004 and $33 million at
December 31, 2003.

                                       90




NOTE 3 - EARNINGS PER SHARE
- --------------------------------------------------------------------------------

The following is a reconciliation  between the calculations of basic and diluted
income from continuing operations per common share:




                                                                                  Years Ended December 31,
(In millions)                                                                     2004      2003      2002
- -----------------------------------------------------------------------------------------------------------
 
Numerator

Income from continuing operations                                              $ 100.6      18.2      69.4
Preferred stock dividends (a)                                                      -         -        (0.5)
Premium on repurchase of preferred stock (a)                                       -         -        (0.6)
- -----------------------------------------------------------------------------------------------------------
Numerator for basic and diluted income per share from continuing operations    $ 100.6      18.2      68.3
===========================================================================================================

Denominator

Basic weighted average common shares outstanding                                  54.6      53.1      52.1
Effect of dilutive stock options                                                   0.7       0.1       0.3
- -----------------------------------------------------------------------------------------------------------
Diluted weighted average common shares outstanding                                55.3      53.2      52.4
===========================================================================================================
Antidilutive stock options excluded from computation                               0.6       3.1       1.2
===========================================================================================================


(a)  See "Series C Convertible Preferred Stock" in note 17.


Shares of the  Company's  common  stock  held by The  Brink's  Company  Employee
Benefits Trust (the "Trust") that have not been allocated to employees under the
Company's   various   benefit   plans  are  excluded  from  earnings  per  share
calculations  since they are treated as treasury  shares for the  calculation of
earnings per share.  The Trust held 1.1 million  unallocated  shares at December
31, 2004,  0.6 million  unallocated  shares at December 31, 2003 and 1.8 million
unallocated shares at December 31, 2002.


NOTE 4 - EMPLOYEE AND RETIREE BENEFITS
- --------------------------------------------------------------------------------

The employee benefit plans and other liabilities  described below cover eligible
employees and retirees. The measurement date for all plans is December 31, 2004.

Pension Plans

The  Company  has   noncontributory   defined  benefit  pension  plans  covering
substantially   all  U.S.   non-union   employees   who  meet  certain   minimum
requirements.  The  Company  also has  other  contributory  and  noncontributory
defined benefit plans for eligible  non-U.S.  employees.  Benefits under most of
the plans are based on salary  (including  commissions,  bonuses,  overtime  and
premium pay) and years of service.  The Company's policy is to fund at least the
minimum actuarially determined amounts required by applicable regulations.


                                       91




The weighted  average  assumptions  used in determining the net pension cost and
benefit obligations for the Company's pension plans were as follows:





                                                      U.S. Plans                       Non-U.S. Plans
- -----------------------------------------------------------------------------------------------------------
                                              2004       2003       2002           2004      2003     2002
- -----------------------------------------------------------------------------------------------------------
 
Discount rate:
   Pension cost                               6.25%      6.75%    7.25%            5.55%     5.86%    6.51%
   Benefit obligation at year end             5.75%      6.25%    6.75%            5.32%     5.55%    5.86%

Expected long-term rate of return on assets -
   Pension cost                               8.75%      8.75%   10.00%            6.37%     6.74%    7.78%

Average rate of increase in salaries (a):
   Pension cost                               5.03%      5.04%    5.04%            3.09%     3.40%    3.61%
   Benefit obligation at year end             5.03%      5.03%    5.04%            3.21%     3.09%    3.40%
===========================================================================================================


(a)  Salary scale assumptions are determined through  historical  experience and
     vary by age and industry.


The net pension cost for the Company's pension plans is as follows:





(in millions)                       U.S. Plans                 Non-U.S. Plans                 Total
- -------------------------------------------------------------------------------------------------------------
Years Ended December 31,      2004    2003    2002         2004    2003   2002         2004    2003     2002
- -------------------------------------------------------------------------------------------------------------
 
Service cost               $  23.5    23.0    25.0      $   8.7     7.6    5.5       $ 32.2    30.6     30.5
Interest cost on PBO          40.8    38.6    36.0          9.4     7.8    6.3         50.2    46.4     42.3
Return on assets - expected  (49.5)  (49.1)  (52.4)        (8.8)   (7.4)  (7.8)       (58.3)  (56.5)   (60.2)
Amortization of losses        14.4     7.4     0.9          3.1     3.1    0.5         17.5    10.5      1.4
- -------------------------------------------------------------------------------------------------------------
Net pension cost           $  29.2    19.9     9.5      $  12.4    11.1    4.5       $ 41.6    31.0     14.0
=============================================================================================================



In June 2003, the Company amended the benefit formula for its U.S.  pension plan
which resulted in a $4.1 million  reduction in service cost in 2003 from what it
would have  otherwise  been.  This change had no effect on  benefits  earned for
service prior to June 2003.


                                       92




Reconciliations of the PBO, plan assets, funded status and net pension assets at
December  31,  2004 and  2003  for all of the  Company's  pension  plans  are as
follows:





(In millions)                                          U.S. Plans           Non-U.S. Plans            Total
- -------------------------------------------------------------------------------------------------------------------
Years Ended December 31,                            2004        2003        2004       2003       2004       2003
- -------------------------------------------------------------------------------------------------------------------
 
PBO at beginning of year                        $  672.9       589.1       172.4      126.6       845.3      715.7
Service cost                                        23.5        23.0         8.7        7.6        32.2       30.6
Interest cost                                       40.8        38.6         9.4        7.8        50.2       46.4
Plan participants' contributions                      -           -          2.7        2.2         2.7        2.2
Benefits paid                                      (25.3)      (23.4)       (5.9)      (4.2)      (31.2)     (27.6)
Actuarial loss                                      50.5        45.6         7.8        9.2        58.3       54.8
Foreign currency exchange rate changes                -           -         15.6       23.2        15.6       23.2
- -------------------------------------------------------------------------------------------------------------------
PBO at end of year                              $  762.4       672.9       210.7      172.4       973.1      845.3
===================================================================================================================

Fair value of plan assets at beginning of year  $  541.9       431.2       135.5       98.7       677.4      529.9
Return on assets - actual                           67.1       113.7         7.4       14.8        74.5      128.5
Plan participants' contributions                      -           -          2.7        2.2         2.7        2.2
Employer contributions                              11.4        20.4         6.7        6.0        18.1       26.4
Benefits paid                                      (25.3)      (23.4)       (5.9)      (4.2)      (31.2)     (27.6)
Foreign currency exchange rate changes                -           -         11.7       18.0        11.7       18.0
- -------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year        $  595.1       541.9       158.1      135.5       753.2      677.4
===================================================================================================================

Funded status                                   $ (167.3)     (131.0)      (52.6)     (36.9)     (219.9)    (167.9)
Unrecognized experience loss                       253.3       234.7        57.3       49.0       310.6      283.7
Unrecognized prior service cost                      0.2         0.3         1.0        1.3         1.2        1.6
- -------------------------------------------------------------------------------------------------------------------
Net prepaid pension assets                      $   86.2       104.0         5.7       13.4        91.9      117.4
===================================================================================================================

Included in:
Prepaid pension assets                          $     -           -         14.1       15.8        14.1       15.8
Accrued pension cost:
   Current, included in accrued liabilities         (0.4)       (0.4)       (7.6)      (5.0)       (8.0)      (5.4)
   Noncurrent                                      (80.8)      (56.7)      (36.2)     (29.9)     (117.0)     (86.6)
Accumulated other comprehensive loss               167.4       161.1        35.4       32.5       202.8      193.6
- -------------------------------------------------------------------------------------------------------------------
Net prepaid pension assets                      $   86.2       104.0         5.7       13.4        91.9      117.4
===================================================================================================================



Information  comparing  plan assets to plan  obligations as of December 31, 2004
and 2003 are  aggregated  below.  The  accumulated  benefit  obligation  ("ABO")
differs from the PBO in that the ABO is the obligation  actually  earned through
the date noted. The PBO includes assumptions about future compensation levels.




                                   ABO Greater            Plan Assets
(In millions)                   Than Plan Assets       Greater Than ABO              Total
- ------------------------------------------------------------------------------------------------
December 31,                      2004     2003         2004       2003         2004       2003
- ------------------------------------------------------------------------------------------------
 
PBO                          $    919.6     801.7       53.4       43.6         973.0      845.3
ABO                               824.5     716.4       47.5       37.2         872.0      753.6
Fair value of plan assets         703.5     632.2       49.7       45.2         753.2      677.4
================================================================================================



                                       93




The Company's  unrecognized  experience  loss increased in 2004 primarily due to
lower  discount rate  assumptions  (which  increased the ABO and PBO)  partially
offset  by  higher  than  expected  returns  on plan  assets.  The  unrecognized
experience  loss at the end of 2003 was  slightly  lower  than the prior year as
actuarial losses related to lower discount rates were more than offset by better
than  expected  returns on plan  assets.  These  actuarial  losses  are  largely
deferred with a portion of these losses being amortized on a straight-line basis
over the  average  remaining  service  period of  employees  expected to receive
benefits under the plans.

The Company's  weighted-average  asset allocations at December 31, 2004 and 2003
by asset category is as follows:

(In millions, except percentages)             U.S. Plans        Non-U.S. Plans
- ------------------------------------------------------------------------------
December 31,                              2004      2003        2004      2003
- ------------------------------------------------------------------------------
Equity securities                          72%       73%         54%       52%
Debt securities                            27%       26%         43%       44%
Other                                       1%        1%          3%        4%
- ------------------------------------------------------------------------------
Total                                     100%      100%        100%      100%
==============================================================================
Plan assets at fair value             $ 595.1     541.9       158.1     135.5
Actual return on assets during year   $  67.1     113.7         7.4      14.8
==============================================================================


Assets of U.S.  pension  plans are invested  primarily  using  actively  managed
accounts with asset  allocation  targets of 70% equities,  which include a broad
array of market capitalization sizes and investment styles, and 30% fixed income
securities. The Company's policy does not permit certain investments,  including
investments  in The Brink's  Company  common stock,  unless part of a commingled
fund, or derivative  instruments unless used for hedging purposes.  Fixed-income
investments  must have an investment  grade rating at the time of purchase.  The
plan rebalances its assets on a quarterly basis if actual  allocations of assets
are outside  predetermined ranges. Among other factors, the performance of asset
groups and investment managers will affect the long-term rate of return.

The Company  selects the expected  long-term  rate of return  assumption for its
U.S.  pension  plan using  advice  from its  investment  advisor and its actuary
considering the plan's asset allocation  targets and expected overall investment
manager  performance and a review of its most recent ten-year historical average
compounded rate of return.

Based on  December  31, 2004 data,  assumptions  and  funding  regulations,  the
Company does not currently plan to make a contribution  to the primary U.S. plan
in 2005.  There  are  limits  to the  amount  of  benefits  which can be paid to
participants  from a U.S.  qualified  pension  plan.  The  Company  maintains  a
nonqualified  U.S.  plan to pay benefits for those  eligible  current and former
employees in the U.S. whose benefits exceed the regulatory limits.

Assets of non-U.S.  plans are invested primarily using actively managed accounts
with weighted-average asset allocation targets of 53% equities, 46% fixed income
securities  and 1% other,  primarily  cash.  The Company  selects  the  expected
long-term  rates of return for its non-U.S.  pension plans using advice from its
investment  advisors and its actuary  considering plan asset allocation  targets
and expected overall investment manager performance.

The Company  expects to  contribute  approximately  $7.5 million to its non-U.S.
pension plans in 2005.

                                       94




The Company's  projected  benefit  payments at December 31, 2004 for each of the
next five years and the aggregate five years thereafter are as follows:


(In millions)         U.S. Plans       Non-U.S. Plans         Total
- --------------------------------------------------------------------
2005                 $    26.8               4.4               31.2
2006                      28.2               4.9               33.1
2007                      30.0               5.6               35.6
2008                      31.9               6.6               38.5
2009                      33.9               7.5               41.4
2010 through 2014        209.0              48.0              257.0
- --------------------------------------------------------------------
Total                $   359.8              77.0              436.8
====================================================================


Multi-employer Pension Plans

The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans. The Company believes that it is likely that it will withdraw
from the plans prior to June 30, 2005,  the plan's year end. A  withdrawal  from
the plans occurs when there is a significant  reduction in or elimination of the
hours worked by employees working under UMWA labor  agreements.  Upon withdrawal
from these  coal-related  plans,  the Company  will become  obligated to pay the
plans a portion of the  underfunded  status of the plans as of the  beginning of
the plan year in which a withdrawal occurs, as determined by the plan agreements
and by law.  The  Company  expects to become  obligated  to pay a $36.6  million
withdrawal liability during 2005 based on the funded status of the plans at June
2004.  The obligation  could change  materially if the Company does not withdraw
prior to June 30, 2005.

Expense  included in  continuing  operations  for  multi-employer  pension plans
(excluding  coal-related  plans) was $3.7 million in 2004,  $2.8 million in 2003
and $1.8 million in 2002.

Savings Plans

The Company  sponsors  various  defined  contribution  plans to assist  eligible
employees in providing for  retirement.  Employee  contributions  to the primary
U.S.  401(k)  plan in 2002 and the first  half of 2003 were  matched at rates of
between  50%  to  100%  on  up  to  5%  of  compensation   (subject  to  certain
limitations).  In June 2003,  the Company  modified  the match  provision of the
primary U.S. 401(k) plan and employee contributions were matched at 75% over the
last half of 2003 and all of 2004. Contribution expense in continuing operations
for the primary U.S. 401(k) plan aggregated $10.9 million in 2004, $11.5 million
in 2003 and $10.9  million in 2002.  Contribution  expense for the primary  U.S.
401(k)  plan  included  in  discontinued  operations  was  $0.1 in 2003 and $0.6
million in 2002.

Contribution  expense  related to other plans  aggregated  $5.8 million in 2004,
$5.0 million in 2003 and $3.6 million in 2002.


                                       95




Postretirement Benefits Other Than Pensions

Summary
The Company has various postretirement benefits other than pensions. The related
amounts  recorded  on the  balance  sheets  for the last two years are  detailed
below.

                                                        December 31,
(In millions)                                      2004              2003
- ---------------------------------------------------------------------------
Company-sponsored plans                     $      157.1             311.9
Health Benefit Act                                 185.5             197.5
Black Lung                                          41.5              43.7
- ---------------------------------------------------------------------------
                                                   384.1             553.1
Current, included in accrued liabilities           (52.9)            (48.9)
- ---------------------------------------------------------------------------
Noncurrent                                  $      331.2             504.2
===========================================================================


Company-Sponsored Plans
The  Company   provides  certain   postretirement   health  care  benefits  (the
"Company-sponsored plans") for eligible active and retired employees in the U.S.
and Canada of the Company's current and former  businesses,  including  eligible
participants  of the former coal  operations  (the  "coal-related"  plans).  The
components of net periodic  postretirement  costs  related to  Company-sponsored
plans were as follows:




(In millions)                    Coal-related plans              Other plans                    Total
- ---------------------------------------------------------------------------------------------------------
Years Ended December 31,         2004   2003    2002        2004    2003   2002      2004    2003    2002
- ---------------------------------------------------------------------------------------------------------
 
Service cost                  $   -      -       0.4    $    1.0     0.9    0.8   $   1.0     0.9     1.2
Interest cost on accumulated
   postretirement benefit
   obligations ("APBO")         32.2   34.7     31.7         1.6     1.5    1.4      33.8    36.2    33.1
Return on assets - expected     (9.2)   -        -            -       -      -       (9.2)    -       -
Amortization of losses          13.5   14.3      9.7         0.3     0.1     -       13.8    14.4     9.7
- ---------------------------------------------------------------------------------------------------------
Net periodic postretirement
  costs                      $  36.5   49.0     41.8    $    2.9     2.5    2.2   $  39.4    51.5    44.0
=========================================================================================================


                                       96





Reconciliations   of  the  APBO  and  funded   status  to  the   accrued   other
postretirement  benefit  cost (the amount  recorded  on the  balance  sheet) for
Company-sponsored plans at December 31, 2004 and 2003 are as follows:




(In millions)                                  Coal-related plans             Other plans                  Total
- -----------------------------------------------------------------------------------------------------------------------
Years Ended December 31,                         2004        2003          2004       2003            2004        2003
- -----------------------------------------------------------------------------------------------------------------------
 
APBO at beginning of year                    $   526.2       518.3     $   26.8       23.1       $    553.0      541.4
Service cost                                        -           -           1.0        0.9              1.0        0.9
Interest cost                                     32.2        34.7          1.6        1.5             33.8       36.2
Benefits paid                                    (35.0)      (30.4)        (2.3)      (2.0)           (37.3)     (32.4)
Actuarial loss, net                               96.3         3.6          3.1        3.3             99.4        6.9
Other                                             (2.0)        -            -          -               (2.0)       -
- -----------------------------------------------------------------------------------------------------------------------
APBO at end of year                          $   617.7       526.2     $   30.2       26.8       $    647.9      553.0
=======================================================================================================================

Fair value of plan assets at
   beginning of year                         $     -           -       $    -          -         $      -          -
Employer contributions:
   Restriction of VEBA at January 1, 2004
     (see note 5)                                105.2         -            -          -              105.2        -
   Payments to beneficiaries                      35.0        30.4          2.3        2.0             37.3       32.4
   Payments to VEBA                               50.0         -            -          -               50.0        -
Return on assets - actual                         17.2         -            -          -               17.2        -
Benefits paid                                    (35.0)      (30.4)        (2.3)      (2.0)           (37.3)     (32.4)
- -----------------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year     $   172.4         -       $    -          -         $    172.4        -
=======================================================================================================================

Funded status                                $  (445.3)     (526.2)    $  (30.2)     (26.8)      $   (475.5)    (553.0)
Unrecognized experience loss                     314.6       239.8          3.1        0.4            317.7      240.2
Unrecognized prior service cost                     -          -            0.7        0.9              0.7        0.9
- -----------------------------------------------------------------------------------------------------------------------
Accrued other postretirement
   benefit cost at end of year               $  (130.7)     (286.4)    $  (26.4)     (25.5)      $   (157.1)    (311.9)
=======================================================================================================================



The APBO for each of the plans was  determined  using the unit credit method and
an assumed discount rate as follows:

Company-sponsored plans                    2004         2003         2002
- --------------------------------------------------------------------------
Weighted-average discount rate:
  Postretirement cost                     6.25%        6.75%         7.25%
  Benefit obligation at year end          5.75%        6.25%         6.75%
Expected long-term rate of return on
  assets - postretirement cost            8.75%          N/A           N/A
==========================================================================


For  Company-sponsored  coal-related  plans,  the assumed health care cost trend
rate used to compute the 2004 APBO was 10% for 2005,  declining ratably to 5% in
2010 and thereafter  (in 2003: 9% for 2004  declining  ratably to 5% in 2009 and
thereafter).  The other  plans  provide  for  fixed-dollar  value  coverage  for
eligible participants and, accordingly, are not adjusted for inflation.

                                       97




The table below shows the estimated  effects of a one percentage point change in
the assumed health care cost trend rates for each future year.

                                                   Effect of Change in
                                                 Health Care Trend Rates
                                              --------------------------------
(In millions)                                 Increase 1%          Decrease 1%
- ------------------------------------------------------------------------------
Higher (lower):
   Service and interest cost in 2004     $        4.0                 (3.3)
   APBO at December 31, 2004                     79.0                (65.9)
==============================================================================


On  December  8,  2003,  the  Medicare   Prescription   Drug,   Improvement  and
Modernization  Act of 2003 (the "Act") was signed into law. The Act introduced a
prescription  drug  benefit  under  Medicare  as well as a  federal  subsidy  to
sponsors of retiree  health care benefit plans that provide a benefit that is at
least actuarially equivalent to Medicare prescription drug benefits.  Because of
the  broadness  of  coverage  provided  under the  Company's  plan,  the Company
believes  that the plan  benefits  are at least  actuarially  equivalent  to the
Medicare  benefits.  The  Company  reflected  the  estimated  effect  of the new
legislation  in 2003 as a $45.7  million  reduction to the  actuarial  loss,  as
permitted  by  FASB  Staff  Position  No.  106-1,   "Accounting  and  Disclosure
Requirements  Related  to  the  Medicare  Prescription  Drug,   Improvement  and
Modernization Act of 2003." The estimated value of the projected federal subsidy
assumes  no changes  in  participation  rates and  assumes  that the  subsidy is
received  in the year after  claims are paid.  The  estimated  reduction  in per
capita claim costs for participants over 65 years old was 12%.

The Act had no effect on 2003  expense.  In 2004,  the  Company's  net  periodic
postretirement  costs were  approximately $5.8 million lower due to the Act as a
result of lower  amortization of losses.  The estimated net present value of the
subsidy,  reflected as a reduction to the APBO, was approximately $59 million at
December 31, 2004.

The plans had an actuarial  loss in 2004 due to a combination of the increase in
expected medical  inflation and the reduction in the discount rate. In 2003, the
plans had an actuarial gain from the Medicare subsidy. This was more than offset
by an actuarial loss primarily related to the reduction in the discount rate.

In 2004,  the Company  restricted the use of the VEBA so that it will be used to
only pay benefits related to the Company's  coal-related  postretirement medical
plan. Accordingly, under SFAS No. 106, estimated returns on the VEBA assets were
included in the determination of net periodic postretirement costs for 2004.

The Company's  asset  allocations  at December 31, 2004 by asset category are as
follows:

                                               December 31,
(In millions, except percentages)                  2004
- -----------------------------------------------------------
Equity securities                                    73%
Debt securities                                      26%
Other                                                 1%
- -----------------------------------------------------------
Total                                               100%
===========================================================
Plan assets at fair value                        $  172.4
Actual return on assets during year              $   17.2
===========================================================


Plan assets of the  Company-sponsored  postretirement  medical  plan held by the
VEBA  are  invested   primarily  using  actively  managed  accounts  with  asset
allocation  targets  of 70%  equities,  which  include  a broad  array of market
capitalization sizes and investment styles, and 30% fixed income securities. The
Company's policy does not permit certain investments,  including  investments in
The  Brink's  Company  common  stock,  unless  part  of a  commingled  fund,  or
derivative   instruments   unless  used  for  hedging   purposes.   Fixed-income
investments  must have an investment  grade rating at the time of purchase.  The
plan rebalances its assets on a quarterly basis if actual  allocations of assets
are outside  predetermined ranges. Among other factors, the performance of asset
groups and investment managers will affect the long-term rate of return.


                                       98



The Company  selects the  expected  long-term  rate of return  assumption  using
advice from its investment advisor and its actuary  considering the plan's asset
allocation  targets and expected overall  investment  manager  performance and a
review of its most recent ten-year  historical average compounded rate of return
for the primary U.S. pension plan which is invested similarly.

Although  the Company  intends to further  fund the VEBA over time,  there is no
requirement to do so. The Company determines whether it will make a contribution
on an annual basis.

The Company's  projected  benefit  payments at December 31, 2004 for each of the
next five years and the aggregate five years thereafter are as follows:




                                Before Medicare Subsidy
                   ---------------------------------------------
(In millions)      Coal-related Plans  Other Plans      Subtotal    Medicare Subsidy(a)  Net projected payments
- ---------------------------------------------------------------------------------------------------------------
 
2005                 $    38.3             1.7             40.0              -                 40.0
2006                      41.0             1.8             42.8              -                 42.8
2007                      43.6             2.1             45.7             (2.8)              42.9
2008                      45.5             2.1             47.6             (3.0)              44.6
2009                      47.5             1.9             49.4             (3.2)              46.2
2010 through 2014        242.4            10.4            252.8            (18.8)             234.0
- ---------------------------------------------------------------------------------------------------------------
Total                $   458.3            20.0            478.3            (27.8)             450.5
===============================================================================================================


(a)  Only  the  coal-related  plans  are  expected  to  meet the requirements to
     receive the Medicare subsidy.


Health Benefit Act Liabilities

Background
In October  1992,  The Coal  Industry  Retiree  Health  Benefit Act of 1992 (the
"Health  Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health  Benefit  Act  established  rules for the  payment of future  health care
benefits for thousands of retired union mine workers and their dependents.

Assigned  Beneficiaries.  The Health  Benefit Act  established a trust fund, The
United Mine Workers of America Combined Benefit Fund (the "Combined  Fund"),  to
which "signatory operators" and "related persons," including The Brink's Company
and certain of its subsidiaries  (collectively,  the "Brink's  Companies"),  are
jointly and  severally  liable to pay annual  premiums  for those  beneficiaries
directly assigned to a signatory operator and its related persons,  on the basis
set forth in the Health Benefit Act.

In  October  1993  and on an  annual  basis in  subsequent  years,  the  Brink's
Companies have received  notices from the Social  Security  Administration  (the
"SSA") with regard to the current number of assigned beneficiaries for which the
Brink's Companies are deemed responsible under the Health Benefit Act.

Unassigned  Beneficiaries.  In addition,  the Health  Benefit Act provides  that
assigned companies,  including the Brink's Companies,  are required to fund, pro
rata according to the total number of assigned  beneficiaries,  a portion of the
health  benefits for unassigned  beneficiaries  if these benefits are not funded
from other designated sources. To date, almost all of the funding for unassigned
beneficiaries  has been provided  from  transfers  from the Abandoned  Mine Land
Reclamation Fund (the "AML Fund") or other government sources.

Information and Assumptions Used to Estimate Obligation
The  Company's  liability  for Health  Benefit Act  obligations  is equal to the
undiscounted  estimated  amount of future annual premiums the Company expects to
pay to the Combined Fund. The Company's estimated annual premium is equal to the
total number of beneficiaries (including assigned beneficiaries and an allocated
percentage of the total unassigned beneficiaries) at October 1, the beginning of
the plan year,  multiplied  by the premium per  beneficiary  for that year.  The
Company  expects to pay  annual  premiums  over the next 60 to 70 years,  but it
expects  these annual  premiums to gradually  decline over time as the number of
beneficiaries decreases.

                                       99




The  estimated  liability  at December  31, 2004  assumes that almost all of the
costs for unassigned  beneficiaries  for the plan year ending September 30, 2005
will  continue  to be paid  with  transfers  of cash from the AML Fund and other
government sources. Transfers to the Combined Fund from the AML Fund beyond this
date are not  sufficiently  assured and the  Company's  current  estimate of its
obligations  assumes that no future  transfers will be made by the AML Fund. The
Company's  estimate  of its  probable  contingent  liability  for  premiums  for
unassigned  beneficiaries  could materially decrease in future periods depending
on the  availability  of  future  funding  by the  AML  Fund or  other  sources.
Moreover,  the Company's  estimate of its  contingent  liability for  unassigned
beneficiaries  could increase materially in the future if other responsible coal
operators become  insolvent.  This liability could also change materially if the
percentage of unassigned beneficiaries that are allocated to the Company changes
due to relative mortality rates of the Company's assigned beneficiaries compared
to the total assigned beneficiaries.

Information  provided by the Combined Fund and  assumptions  made by the Company
are as follows:




At the beginning of the plan year                                         2004       2003
- ------------------------------------------------------------------------------------------
 
Number of assigned beneficiaries for the Brink's Companies               2,343      2,581
Total unassigned pool of beneficiaries                                  16,502     17,394
Percent of total unassigned pool allocated to the Brink's Companies        9.7%       9.2%
Health benefit premium per beneficiary                               $   3,099      2,965
==========================================================================================



According to the Health  Benefit Act, the rate of inflation for  per-beneficiary
health care  premiums is equal to the medical  care  component  of the  Consumer
Price  Index.  At  December  31,  2003 and  2004,  annual  inflation  rates  for
per-beneficiary  health  care  premiums  were  assumed to be 4.5% for all future
years.  The U.S. Life 79-81  mortality table has been used to estimate a gradual
decline in the number of  beneficiaries.  The  Company's  estimate  assumes that
there will be no additions to the Combined Fund unassigned  beneficiary group as
a result of future coal operator insolvencies.

Undiscounted Obligation for Health Benefit Act Liabilities

                                                           December 31,
(In millions)                                           2004            2003
- -----------------------------------------------------------------------------
Combined Fund:
   Assigned beneficiaries                         $    112.4            124.5
   Unassigned beneficiaries                             66.1             65.7
Other                                                    7.0              7.3
- -----------------------------------------------------------------------------
                                                  $    185.5            197.5
=============================================================================


Reconciliation of Health Benefit Act Liabilities



                                                          Years Ended December 31,
(In millions)                                           2004            2003              2002
- -----------------------------------------------------------------------------------------------
 
Beginning of the year                             $    197.5            174.1            159.9
Actuarial (gain) loss (a)                               (3.2)            31.3             24.0
Payments                                                (8.8)            (7.9)            (9.8)
- -----------------------------------------------------------------------------------------------

End of the year                                   $    185.5            197.5            174.1
===============================================================================================


(a)  Included in income (loss) from discontinued operations.


The  $3.2  million  actuarial  gain in 2004 is  primarily  related  to a  slight
decrease  in the number of  beneficiaries  assigned to the Company at October 1,
2004  compared  to the amount  estimated  at the end of 2003.  As a result,  the
estimate of assigned beneficiaries in future periods was also lower.

                                      100



The $31.3 million charge in 2003 is primarily related to the assumed increase in
the number of unassigned  beneficiaries  allocated to the Company. The increased
allocation was due to two factors.  First, the Company  increased its allocation
percentage  because of a change in the way the  Company  interprets  the statute
governing the  allocation,  based on findings of court cases that year.  Second,
other coal  operations  became  insolvent  during the period and their  assigned
beneficiaries were transferred to the unassigned pool. These actions reduced the
denominator  (the total  assigned  pool) in the  computation  of the  allocation
percentage,  increasing the Company's allocation  assumption,  and increased the
unassigned pool.

The $24.0 million  actuarial loss in 2002 primarily  resulted from the Company's
ability to obtain and use Company-specific  information regarding the age of the
beneficiaries  covered by the Health  Benefit  Act  rather  than using  averages
relating to the entire  population of  beneficiaries  covered,  slightly  higher
per-beneficiary  health care  premiums,  and slightly  lower  mortality than was
estimated at the end of 2001 for the plan year ended September 30, 2002.

The Company  currently  estimates  that its annual cash funding under the Health
Benefit Act will be slightly higher in 2005,  increase in 2006 to  approximately
$12  million  as a  result  of  the  assumption  that  premiums  for  unassigned
beneficiaries  will not be paid for  through  transfers  from the AML  Fund.  In
subsequent   years,   payments   are  expected  to  decline  as  the  number  of
beneficiaries  decreases.  The Company's  projected benefit payments at December
31, 2004 for each of the next five years and the aggregate five years thereafter
are as follows:

                                                Projected
                  (In millions)                 Payments
                  ---------------------------------------
                  2005                      $       8.9
                  2006                             12.0
                  2007                             11.3
                  2008                             10.7
                  2009                             10.0
                  2010 through 2014                41.1
                  ---------------------------------------
                    Total                   $      94.0
                  =======================================


Pneumoconiosis (Black Lung) Obligations

The  Company  acts as  self-insurer  with  respect  to  almost  all  black  lung
obligations.  Provision is made for estimated  benefits  based on annual reports
prepared by independent actuaries.  Unrecognized losses, representing the excess
of  the  present  value  of  expected  future  benefits  over  existing  accrued
liabilities,  are  amortized  over the  average  remaining  life  expectancy  of
participants   (approximately   10  years).   The  components  of  net  periodic
postretirement benefit costs related to black lung obligations were as follows:

                                            Years Ended December 31,
(In millions)                             2004       2003        2002
- ---------------------------------------------------------------------
Interest cost on APBO and other     $      3.6         4.5        5.4
Amortization of losses                     1.2         1.5        1.9
- ---------------------------------------------------------------------

Net periodic postretirement costs   $      4.8         6.0        7.3
=====================================================================


                                      101





Reconciliations   of  the  APBO  and  funded   status  to  the   accrued   other
postretirement benefit costs for black lung obligations at December 31, 2004 and
2003 are as follows:


                                                        Years Ended December 31,
(In millions)                                                2004      2003
- --------------------------------------------------------------------------------
APBO at beginning of year                                 $  63.0       60.0
Interest costs and other                                      3.6        4.5
Benefits paid                                                (7.0)      (7.7)
Actuarial (gain) loss, net                                   (4.4)       6.2
- --------------------------------------------------------------------------------
APBO at end of year                                       $  55.2       63.0
================================================================================

Funded status                                             $ (55.2)     (63.0)
Unrecognized experience loss                                 13.7       19.3
- --------------------------------------------------------------------------------

Accrued other postretirement benefit cost at end of year  $ (41.5)     (43.7)
================================================================================


The 1983 Group Annuity  Mortality table is used. The following are the other key
actuarial assumptions for the black lung obligations:

                                                               December 31,
Black Lung Benefits                                         2004         2003
- --------------------------------------------------------------------------------
Discount rate:
   Postretirement cost                                      6.25%        6.75%
   Benefit obligation at year end                           5.75%        6.25%
Medical cost inflation                                      8.00%        8.00%
================================================================================


The Company's  projected  benefit  payments at December 31, 2004 for each of the
next five years and the aggregate five years thereafter are as follows:


                                                Projected
                  (In millions)                 Payments
                  ---------------------------------------
                  2005                      $       5.2
                  2006                              5.0
                  2007                              4.8
                  2008                              4.6
                  2009                              4.5
                  2010 through 2014                21.0
                  ---------------------------------------
                    Total                   $      45.1
                  =======================================



                                      102




NOTE 5 - INVESTMENTS HELD BY VEBA TRUST
- --------------------------------------------------------------------------------

At the  beginning of 2004,  the use of the VEBA was  restricted to the Company's
coal-related  postretirement  medical plan. As a result, the Company may use the
assets in the VEBA only to pay for certain  retiree  benefits  and not for other
purposes. Accordingly, beginning in 2004 the VEBA assets are reflected as a plan
asset for the Company's coal related  postretirement  medical plan. In 2003, the
investments  held by the  VEBA  were  classified  as  available  for  sale.  The
information shown below reflects  unrealized gains and losses as of December 31,
2003.


                                               Gross         Gross
                                             unrealized    unrealized
                                               holding       holding     Fair
(In millions)                         Cost      gains        losses      Value
- ------------------------------------------------------------------------------
December 31, 2003
Debt securities:
   Government                     $    9.7       0.1          (0.1)       9.7
   Corporate                          20.4       0.1          (0.2)      20.3
- ------------------------------------------------------------------------------
   Debt securities                    30.1       0.2          (0.3)      30.0
Equity securities                     70.3       4.8          (0.3)      74.8
Cash equivalents                       0.4       -             -          0.4
- ------------------------------------------------------------------------------
Total assets held by the VEBA     $  100.8       5.0          (0.6)     105.2
==============================================================================


The contractual  maturities of the VEBA's debt  securities  holdings at December
31, 2003 were:

(In millions)                          Cost          Fair Value
- ---------------------------------------------------------------
Due in one year or less            $    6.0               5.8
Due after one through five years       20.1              20.2
Due after five through 10 years         1.7               1.7
Due after 10 years                      2.3               2.3
- ---------------------------------------------------------------
Total                              $   30.1              30.0
===============================================================


                                      103




NOTE 6 - FORMER NATURAL RESOURCE OPERATIONS
- --------------------------------------------------------------------------------

The Company has disposed of essentially all of its natural resources interests.

Summary of Proceeds from Sales of Natural Resource Interests





                                                                                  Notes
                                             Net           Liabilities          Receivable        Fair Value
                                            Cash           Assumed by           and Royalty      Received for
(In millions)                              Received        Purchaser (a)        Agreement (b)    Assets Disposed
- -----------------------------------------------------------------------------------------------------------------
 
2002

     Coal business
       (Virginia and Kentucky)          $    42.3              22.1                24.0               88.4
=================================================================================================================

2003

     Natural gas business               $    81.2               -                   -                 81.2
     Portion of timber business               5.4               -                   -                  5.4
     Equity interest in MPI Mines Ltd.       18.8               -                   -                 18.8
     Coal assets (West Virginia)             14.0              14.8                 -                 28.8
- -----------------------------------------------------------------------------------------------------------------
         2003                           $   119.4              14.8                 -                134.2
=================================================================================================================

2004

     Remainder of timber business       $    33.7               -                   -                 33.7
     Purchase of leased assets               (6.2)              -                   -                 (6.2)
     Gold business                            1.1               2.6                 -                  3.7
- -----------------------------------------------------------------------------------------------------------------
         2004                           $    28.6               2.6                 -                 31.2
=================================================================================================================

2005

     Coal business (Virginia) (c)       $     5.0               -                   -                  5.0
=================================================================================================================



(a)  Liabilities  in  this  column  are  primarily  reclamation  liabilities and
     exclude working capital liabilities.

(b)  The  Company  settled  the   royalty  agreement  and  collected  the  notes
     receivables in 2003 for $26.0 million in cash.

(c)  Additional  proceeds  from  the  sale  of  the  coal  business in Virginia;
     collected in early 2005 and accrued in 2004 in discontinued operations.


                                      104




Discontinued Operations





                                                                     Years Ended December 31,
(In millions)                                                     2004        2003         2002
- -------------------------------------------------------------------------------------------------
 
Gain (loss) on sale of

   Timber                                                    $    20.7          4.8         -
   Gold                                                           (0.9)         -           -
   Natural Gas                                                     -           56.2         -
   Coal                                                            5.0          -          13.2

Results from operations

   Timber                                                         (0.5)        (0.2)       (1.0)
   Gold                                                           (1.2)        (4.1)       (7.6)
   Natural Gas                                                     -           11.2         9.0
   Coal (a)                                                        -            -         (28.1)

Adjustments to contingent liabilities of former operations

   Health Benefit Act liabilities (See note 4)                     3.2        (31.3)      (24.0)
   Withdrawal liabilities (See note 4)                            15.4        (17.0)      (26.8)
   Reclamation liabilities                                        (0.1)        (3.2)        -
   Workers' compensation liabilities                              (4.9)         0.2         -
   Recovery of environmental costs (See note 23)                   -            5.3         -
   Other                                                          (3.3)        (2.7)        -
- -------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations before income taxes    33.4         19.2       (65.3)
Income tax benefit (expense)                                     (12.5)        (8.0)       22.0
- -------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations                   $    20.9         11.2       (43.3)
=================================================================================================


(a)  Coal's loss  was  recognized under  APB No. 30,  "Reporting  the Results of
     Operations - Reporting  the Effects of Disposal of a Segment of a Business,
     and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
     Transactions,"  in which future losses are estimated and accrued in advance
     of the period in which losses occur.


Gain (loss) on Sale
In December  2003,  the Company  sold a portion of its timber  business for $5.4
million in cash and  recognized a $4.8 million pretax gain. In 2004, the Company
received an additional  $33.7  million for the  remaining  portion of its timber
business.  After  deducting the book value of related  assets and the payment of
$6.2  million  in  2004 to  purchase  equipment  formerly  leased,  the  Company
recognized a $20.7 million pretax gain in discontinued operations in 2004.

In February 2004, the Company sold its gold  operations for  approximately  $1.1
million in cash plus the assumption of liabilities and recognized a $0.9 million
loss.

In August 2003,  the Company  sold its natural gas  business and received  $81.2
million in cash and recognized a $56.2 million gain.

In  2004,   the  Company   recognized  a  $5.0  million  gain  from   additional
consideration  earned under its  agreement  to sell its former coal  business in
Virginia. The additional $5.0 million in consideration was collected in February
2005.


                                      105




During 2000 and 2001, the Company  recorded charges of $101.8 million to reflect
the estimated loss on the sale of the coal business. A $13.2 million reversal of
the previously  estimated  loss on sale was recorded  during 2002 to reflect the
amount of actual  proceeds and values of assets and  liabilities at the dates of
sale. The assets disposed of in 2002 primarily consisted of operations including
coal reserves, property, plant and equipment, the Company's economic interest in
Dominion  Terminal  Associates and  inventory.  Certain  liabilities,  primarily
reclamation  costs  related  to  properties  disposed  of,  were  assumed by the
purchasers.

Interest  expense  allocated to discontinued  operations in the last three years
was not material.

Results of Operations
The following  tables show selected  financial  information for the results from
operations  for  discontinued  operations for the three years ended December 31,
2004.

                                           Years Ended December 31,
(In millions)                      2004              2003               2002
- -----------------------------------------------------------------------------

Timber

   Revenues                 $       1.2               21.1              20.9
   Pretax loss                     (0.5)              (0.2)             (1.0)
=============================================================================

Gold

   Revenues                 $       4.4               23.5              15.2
   Pretax loss                     (1.2)              (4.1)             (7.6)
=============================================================================

Natural Gas

   Revenues                 $       -                  7.3               6.8
   Pretax income                    -                 11.2               9.0
=============================================================================

Coal

   Revenues                 $       -                  -               266.5
   Pretax loss                      -                  -               (77.5)
=============================================================================


Continuing Operations

In October 2003,  the Company sold its 23.3% equity  interest in MPI Mines Ltd.,
an Australian  exploration  and  development  company with interests in gold and
nickel,  for $18.8 million in cash and recognized a $10.4 million pretax gain in
continuing operations.

In  November  2003,  the  Company  sold   substantially  all  of  its  remaining
coal-related  assets for $14 million in cash plus the  assumption of reclamation
and other  liabilities  for total proceeds of $28.8 million.  A gain of up to $6
million may be  recognized in 2005 as  liabilities  related to  reclamation  are
formally transferred to the buyer.

                                      106




Classification of Ongoing Expenses in the Statements of Operations

The  classification  of income  statement items related to the Company's  former
coal business  during the last three years is set forth in the following  table.
After the disposal of the coal business, certain expenses began to be classified
within  continuing  operations,  while  adjustments to  coal-related  contingent
assets and liabilities  continue to be reported within discontinued  operations.
The  classification of expenses in 2005 and beyond is expected to be the same as
in 2003 and 2004:




                                                                       Years Ended December 31,
                                                                2004            2003              2002
- ----------------------------------------------------------------------------------------------------------
 
Classification as Continuing or Discontinued Operations

Ongoing expenses:
   Company-sponsored postretirement benefits                 Continuing       Continuing      Discontinued
   Black lung obligations                                    Continuing       Continuing      Discontinued
   Pension                                                   Continuing       Continuing      Discontinued
   Administrative, legal and other coal expenses             Continuing       Continuing      Discontinued
   Adjustments to contingent assets and liabilities
      of former businesses (a)                               Discontinued    Discontinued     Discontinued
==========================================================================================================


(a)  Includes contingent reclamation liabilities of closed mines, Health Benefit
     Act liabilities,  withdrawal liabilities from multi-employer pension plans,
     workers'  compensation  liabilities,  and  Federal  Black  Lung  Excise Tax
     contingent assets.


Costs of Former Operations Included in Continuing Operations




                                                                       Years Ended December 31,
- ------------------------------------------------------------------------------------------------------
(In millions)                                                   2004            2003              2002
- ------------------------------------------------------------------------------------------------------
 
Postretirement benefits other than pensions:
   Retiree medical benefits                                $    37.1            49.8              -
   Black lung                                                    4.8             6.0              -
Pension                                                          1.8            (0.8)             -
Administrative, legal and other coal expenses, net               9.2            17.4              -
Other income, net                                               (7.0)           (2.9)             -
Impairment and other costs                                       -               -               19.2
- ------------------------------------------------------------------------------------------------------
     Total                                                 $    45.9            69.5             19.2
======================================================================================================


                                      107





NOTE 7 - COSTS ASSOCIATED WITH EXIT ACTIVITIES
- --------------------------------------------------------------------------------

In 2003, management initiated a plan to close Brink's corporate  headquarters in
Darien,  Connecticut and relocate employees to either Brink's U.S.  headquarters
in Coppell, Texas or The Brink's Company headquarters in Richmond, Virginia. The
following summarizes the 2003 and 2004 expense, payments and liability for costs
associated  with the  closure.  The expense was  primarily  included in selling,
general and administrative expense.




                                                               One-time                    Lease
(In millions)                                             Termination Benefits      Termination Costs      Other       Total
- -----------------------------------------------------------------------------------------------------------------------------
 
Balance at December 31, 2002                                $       -                       -                -           -
Expense                                                             1.7                     0.6              3.1         5.4
Payments                                                           (1.4)                    -               (2.9)       (4.3)
- -----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2003                                        0.3                     0.6              0.2         1.1
Revision to liability recorded as an adjustment to expense          -                      (0.1)             -          (0.1)
Payments                                                           (0.3)                   (0.5)            (0.2)       (1.0)
- -----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2004                                $       -                       -                -           -
=============================================================================================================================



NOTE 8 - PROPERTY AND EQUIPMENT
- --------------------------------------------------------------------------------

The  following  table  presents the  Company's  property and  equipment  that is
classified as held and used:

                                                           December 31,
(In millions)                                        2004               2003
- ------------------------------------------------------------------------------
Land                                         $       23.2               21.8
Buildings                                           159.6              158.6
Leasehold improvements                              171.2              156.6
Security systems                                    647.3              579.2
Vehicles                                            210.5              189.1
Capitalized software                                155.8              151.3
Aircraft and related assets                          64.0               72.7
Other machinery and equipment                       480.2              444.8
- ------------------------------------------------------------------------------
                                                  1,911.8            1,774.1
Accumulated depreciation and amortization          (997.8)            (900.9)
- ------------------------------------------------------------------------------
Property and equipment, net                  $      914.0              873.2
==============================================================================


                                      108





NOTE 9 - IMPAIRMENT OF LONG-LIVED ASSETS
- --------------------------------------------------------------------------------

As described in note 1, the Company regularly records  impairment charges at BHS
related to disconnected  security  systems.  Other  impairment  charges recorded
within continuing operations are as follows:


                                                     Years Ended December 31,
(In millions)                                     2004       2003         2002
- -------------------------------------------------------------------------------
Coal assets reclassified to held and used   $      -          -           14.1
BAX Global transportation software                 5.0        -            -
Other                                              0.8        1.3          1.7
- -------------------------------------------------------------------------------
Total                                       $      5.8        1.3         15.8
===============================================================================


The Company  recognized  a $5.0  million  impairment  loss within its BAX Global
segment in 2004. The loss related to a decision to abandon the  development  and
installation  of  certain   transportation   logistics  planning  software.  The
impairment loss has been recorded as a component of other operating income, net,
in the Company's consolidated statement of operations.

At December 31, 2002,  approximately  $43.3 million (original carrying value) of
residual  long-lived coal assets were reclassified from discontinued  operations
to assets held and used. The assets held and used were reclassified individually
at the lower of their actual  cost,  adjusted  for  depreciation  since the time
originally  classified  as held for sale,  or their  fair  value at the date the
assets were reclassified to assets held and used. Fair value was estimated using
sales proceeds for similar  assets during 2002 as well as estimates  provided by
investment  advisors.  An impairment  charge of $14.1 million was  recognized in
2002 as a result of the  reclassification.  In 2003, as described in note 6, the
Company  sold  substantially  all of its coal  assets that  previously  had been
classified as held and used.

NOTE 10 - OTHER ASSETS
- --------------------------------------------------------------------------------

                                                              December 31,
(In millions)                                            2004             2003
- --------------------------------------------------------------------------------
Deferred subscriber acquisition costs                 $  65.1              60.1
Deferred charges for aircraft heavy maintenance          18.7              22.3
Investment in unconsolidated affiliates:
   Equity method                                         17.1              30.0
   Cost method                                            8.9               -
Long-term receivables                                    16.7              18.5
Prepaid pension assets                                   14.1              15.8
Other                                                    36.7              36.2
- --------------------------------------------------------------------------------
Other assets                                          $ 177.3             182.9
================================================================================


                                      109





NOTE 11 - ACCRUED LIABILITIES
- --------------------------------------------------------------------------------




                                                                                 December 31,
(In millions)                                                               2004             2003
- --------------------------------------------------------------------------------------------------
 
Payroll and other employee liabilities                                   $ 135.9             125.6
Taxes                                                                      111.5              90.9
Postretirement benefits other than pensions                                 52.9              48.9
Aircraft lease turnback obligations (a)                                     52.2              22.4
Withdrawal obligation for coal related multi-employer pension plan (b)      36.6               -
Workers' compensation and other claims                                      37.6              38.0
Other                                                                      185.8             178.4
- --------------------------------------------------------------------------------------------------
Accrued liabilities                                                      $ 612.5             504.2
==================================================================================================


(a)  Aircraft lease turnback obligations  represent amounts estimated to be paid
     related  to  heavy  maintenance  upon  the  expiration  of  aircraft  lease
     agreements. At December 31, 2004, all of the aircraft lease agreements were
     scheduled to expire in 2005.

(b)  See note 4.


NOTE 12 - OTHER LIABILITIES
- --------------------------------------------------------------------------------




                                                                                 December 31,
(In millions)                                                               2004             2003
- --------------------------------------------------------------------------------------------------
 
Workers' compensation and other claims                                   $  65.1              60.4
Minority interest                                                           40.0              36.1
Withdrawal obligations for coal-related multi-employer pension plans (a)     -                52.0
Aircraft lease turnback obligations (b)                                      -                29.8
Other                                                                       71.7              61.1
- --------------------------------------------------------------------------------------------------
Other liabilities                                                        $ 176.8             239.4
==================================================================================================


(a)  See note 4.

(b)  See note 11.


                                      110





NOTE 13 - LONG-TERM DEBT
- --------------------------------------------------------------------------------





                                                                                  December 31,
(In millions, denominated in U.S. dollars unless noted)                      2004             2003
- ---------------------------------------------------------------------------------------------------
 
Bank credit facilities:
   Revolving Facility (year-end weighted average rate of
        2.90% in 2004 and 2.40% in 2003)                                  $   18.4            30.9
   Euro-denominated credit facilities of French
        subsidiaries (year-end weighted average rate of
        3.11% in 2004 and 3.40% in 2003)                                       7.5            13.4
   Other non-U.S. dollar denominated facilities (year-end
        weighted average rate of 9.92% in 2004 and 8.70% in 2003)             20.6            19.9
- ---------------------------------------------------------------------------------------------------
                                                                              46.5            64.2
- ---------------------------------------------------------------------------------------------------

Senior Notes:
   Series A, 7.84%, due 2005-2007                                             55.0            55.0
   Series B, 8.02%, due 2008                                                  20.0            20.0
   Series C, 7.17%, due 2006-2008                                             20.0            20.0
- ---------------------------------------------------------------------------------------------------
                                                                              95.0            95.0
- ---------------------------------------------------------------------------------------------------

Other:
   Capital leases (average rates: 5.35% in 2004 and 5.54% in 2003)            32.0            36.3
   Dominion Terminal Associates 6.0% bonds, due 2033                          43.2            43.2
- ---------------------------------------------------------------------------------------------------

       Total long-term debt                                                  216.7           238.7

Current maturities of long-term debt:
   Bank credit facilities                                                      6.0             7.3
   Senior Notes                                                               18.3             -
   Capital leases                                                             10.8             9.9
- ---------------------------------------------------------------------------------------------------
       Total current maturities of long-term debt                             35.1            17.2
- ---------------------------------------------------------------------------------------------------

Total long-term debt excluding current maturities                         $  181.6           221.5
===================================================================================================



During  October  2004,  the Company  entered into a new  unsecured  $400 million
revolving bank credit facility with a syndicate of banks to replace the existing
$350 million  facility which was due to expire in 2005. The new facility  allows
the Company to borrow (or otherwise  satisfy credit needs) on a revolving  basis
over a five-year term ending in October 2009.  Both the old and new facility are
referred to herein as the  "Revolving  Facility."  At December 31, 2004,  $381.6
million was available for usage under the new  Revolving  Facility.  The Company
has the option to borrow  based on a  eurocurrency-based  rate plus a margin,  a
prime  rate or a  competitive  bid among the  individual  banks.  The  margin on
eurocurrency-based  borrowings,  which can range from 0.3% to 1.0%  depending on
the Company's credit rating,  was 0.6% at December 31, 2004. When borrowings and
letters of credit under the  Revolving  Facility are in excess of $200  million,
the  applicable  interest rate is increased by 0.125%.  The Company also pays an
annual fee on the Revolving  Facility based on the Company's credit rating.  The
facility fee,  which can range from 0.1% to 0.25%,  was 0.15% as of December 31,
2004.

During  November  2004,  the Company also entered into an unsecured $150 million
credit  facility  with a bank to provide  letters of credit and other  borrowing
capacity  over a five-year  term ending in December  2009 (the "Letter of Credit
Facility"). The costs of such letters of credit are expected to be approximately
the same as borrowings  under its $400 million  facility  discussed  above.  The
Company intends to use the Letter of Credit Facility to replace surety bonds and
other  letters of credit  needed to support its  activities.  As of December 31,
2004,  $106.7  million was utilized under this revolving  credit  facility.  The
Revolving Facility and the  multi-currency  revolving credit facilities are also
used for the issuance of letters of credit and bank guarantees.


                                      111




At December  31, 2004,  the Company had $95 million of Senior Notes  outstanding
that are  scheduled to be repaid in 2005 through 2008,  including  $18.3 million
which was paid as  scheduled  in January  2005.  Interest  on each series of the
Senior Notes is payable  semiannually,  and the Company has the option to prepay
all or a portion of the Notes prior to maturity with a prepayment  penalty.  The
Senior Notes are unsecured.

The Company has three unsecured  multi-currency revolving bank credit facilities
with a total of $105 million in available  credit at December 31, 2004, of which
$37.0  million was unused.  When rates are  favorable,  the Company also borrows
from other  banks  under  short-term  uncommitted  agreements.  Various  foreign
subsidiaries  maintain other secured and unsecured lines of credit and overdraft
facilities with a number of banks.  Amounts  borrowed under these agreements are
included in short-term borrowings.

Minimum repayments of long-term debt are as follows:

                          Capital      Other long-
     (In millions)        Leases        term debt     Total
     ------------------------------------------------------
     2005              $   10.8           24.3         35.1
     2006                   7.2           38.4         45.6
     2007                   4.4           27.2         31.6
     2008                   3.1           28.8         31.9
     2009                   4.0           19.3         23.3
     Later years            2.5           46.7         49.2
     ------------------------------------------------------
     Total             $   32.0          184.7        216.7
     ======================================================


The Company's  Brink's,  BHS and BAX Global  subsidiaries  have  guaranteed  the
Revolving  Facility,  the Letter of Credit  Facility and the Senior  Notes.  The
Revolving Facility, the Letter of Credit Facility, the agreement under which the
Senior Notes were issued and the multi-currency revolving bank credit facilities
each contain various  financial and other  covenants.  The financial  covenants,
among other things, limit the Company's total indebtedness,  provide for minimum
coverage of interest costs,  and require the Company to maintain a minimum level
of net worth.  The credit  agreements  do not  provide for the  acceleration  of
payments should the Company's credit rating be reduced.  If the Company were not
to comply with the terms of its various loan  agreements,  the  repayment  terms
could be accelerated and the commitment  could be withdrawn.  An acceleration of
the repayment  terms under one agreement  could trigger the  acceleration of the
repayment terms under the other loan  agreements.  The Company was in compliance
with all financial covenants at December 31, 2004.

In 2003, at the Company's  request,  the Peninsula  Ports  Authority of Virginia
issued a new series of bonds to replace the previous  bonds  related to Dominion
Terminal  Associates,  a deep water coal terminal in which the Company no longer
has an interest.  The Company continues to pay interest on and guarantee payment
of the $43.2 million  principle of the new bonds and ultimately will have to pay
for the  retirement  of the new  bonds  in  accordance  with  the  terms  of the
guarantee.  The new bonds  bear a fixed  interest  rate of 6.0%  (versus a fixed
interest  rate of 7.375% for the  previous  bonds)  and mature in 2033.  The new
bonds may mature prior to 2033 upon the occurrence of certain  specified  events
such as the  determination  that the bonds are  taxable  or the  failure  of the
Company to abide by the terms of its guarantee.

At December 31, 2004,  the Company had undrawn  unsecured  letters of credit and
guarantees  totaling $221.7 million,  including  $106.7 million issued under the
Letter of Credit  Facility,  and $44.4  million  issued under the  multicurrency
revolving bank credit facility.  These letters of credit  primarily  support the
Company's obligations under various self-insurance  programs,  credit facilities
and aircraft leases.


                                      112




NOTE 14 - ACCOUNTS RECEIVABLE AND ASSET SECURITIZATION
- --------------------------------------------------------------------------------


                                                 December 31,
(In millions)                               2004             2003
- ------------------------------------------------------------------
Trade                                 $    716.1            562.8
Other                                       60.1             45.1
- ------------------------------------------------------------------
                                           776.2            607.9
Estimated uncollectible amounts            (26.7)           (27.6)
- ------------------------------------------------------------------
Accounts receivable, net              $    749.5            580.3
==================================================================


In December  2000,  the Company  entered  into a five-year  agreement  to sell a
revolving  interest in BAX Global's U.S. domestic accounts  receivable through a
commercial  paper conduit  program.  The primary purpose of the agreement was to
obtain access to a lower cost source of funds.

Qualifying  accounts  receivable of BAX Global's U.S.  operations  are sold on a
monthly basis, without recourse,  to BAX Funding Corporation ("BAX Funding"),  a
wholly owned, consolidated special-purpose subsidiary of BAX Global. BAX Funding
then sells an undivided interest in the entire pool of accounts  receivable to a
bank-sponsored  conduit entity.  The conduit issues  commercial paper to finance
the purchase of its interest in the receivables.  Under the program, BAX Funding
may sell up to a $90.0 million  interest in the receivables pool to the conduit.
During the term of the agreement, the conduit's interest in daily collections of
accounts receivable is reinvested in newly originated receivables.

At the end of the five-year term, or in the event certain circumstances cause an
early  termination of the program,  the daily  reinvestment will be discontinued
and  collections  will  be  used  to pay  down  the  conduit's  interest  in the
receivables  pool. Early termination of the program may occur if certain ratios,
including  ratios of delinquent  and  defaulted  accounts,  are exceeded.  Early
termination  may also be  triggered  if other  events  occur as described in the
agreement,  including  the  acceleration  of debt  repayments  of the  Company's
Revolving Facility. The Company expects to renew or replace this agreement prior
to its expiration in December 2005.

The conduit has a priority collection interest in the entire pool of receivables
and, as a result, BAX Funding has retained credit risk in excess of its retained
interest.  BAX Funding sells its  receivables to the conduit at a discount.  The
amount of the discount is based on the conduit's borrowing cost plus incremental
fees.  BAX Global is the  designated  servicer  of the  receivables  pool and is
responsible  for  collections,  reinvestment,  and  periodic  reporting  to  the
conduit.  The Brink's  Company has guaranteed the performance of BAX Global with
respect to the agreement.

                                                                December 31,
(In millions)                                                2004         2003
- -------------------------------------------------------------------------------
Accounts receivable purchased by BAX Funding:
   Total pool                                           $    118.9        93.0
   Revolving interest sold to conduit                        (25.0)      (77.0)
- -------------------------------------------------------------------------------
Amount included in accounts receivable                  $     93.9        16.0
- -------------------------------------------------------------------------------


Due to the  short-term  nature of the  Company's  retained  interest in accounts
receivable,  fair  value  approximates  carrying  value,  net of an  appropriate
allowance.  The Company has not recorded a servicing asset or liability  because
the average servicing period for accounts receivable approximates one month.


                                      113




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.

                                      114




NOTE 16 - SHARE-BASED COMPENSATION PLANS
- --------------------------------------------------------------------------------

The Company has stock  incentive  plans to encourage  employees and  nonemployee
directors to remain with the Company and to more closely  align their  interests
with those of the Company's shareholders.

Stock Option Plans

The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to
executives and key employees, and under its Non-Employee Directors' Stock Option
Plan (the "Non-Employee Plan") to outside directors, to purchase common stock at
a price not less than the average quoted market value at the date of grant.  All
grants  under the 1988 Plan made in the last three years have a maximum  term of
six years and all of these grants  either vest over three years from the date of
grant or vest 100% at the end of the third year. The  Non-Employee  Plan options
are granted  with a maximum term of ten years and vest in full at the end of six
months.  There are 0.7 million shares underlying options for both plans that are
authorized, but not yet granted.

The  table  below  summarizes  the  activity  in all plans  for  options  of the
Company's common stock for 2004, 2003 and 2002.

                                                             Per Share
                                                         Weighted Average
(Shares in millions)                     Shares           Exercise Price
- -------------------------------------------------------------------------

Outstanding at December 31, 2001           3.7           $     23.96
Granted                                    1.0                 21.50
Exercised                                 (0.1)                17.17
Forfeited or expired                      (0.5)                25.80
- -------------------------------------------------------------------------

Outstanding at December 31, 2002           4.1                 23.29
Granted                                    0.6                 15.24
Exercised                                 (0.1)                14.10
Forfeited or expired                      (0.6)                30.79
- -------------------------------------------------------------------------

Outstanding at December 31, 2003           4.0                 21.14
Granted                                    0.9                 31.88
Exercised                                 (1.3)                19.63
Forfeited or expired                      (0.3)                35.18
- -------------------------------------------------------------------------

Outstanding at December 31, 2004           3.3           $     23.24
=========================================================================


                                      115




The following table summarizes  information about stock options  outstanding and
exercisable as of December 31, 2004.





(Shares in millions)            Stock Options Outstanding                      Stock Options Exercisable
- ----------------------------------------------------------------------------------------------------------
                                    Weighted Average         Per Share                       Per Share
Range of                          Remaining Contractual   Weighted Average                Weighted Average
Exercise Prices        Shares        Life (Years)         Exercise Price        Shares    Exercise Price
- ----------------------------------------------------------------------------------------------------------
 
$  13.66 to 14.49        0.2             1.9             $    13.70              0.2       $   13.70
   14.50 to 16.99        0.6             4.6                  15.26              0.1           15.24
   17.00 to 19.99        0.1             1.8                  18.88              0.1           18.86
   20.00 to 21.49        0.7             3.4                  21.41              0.3           21.31
   21.50 to 23.99        0.5             3.0                  21.72              0.5           21.72
   24.00 to 30.99        0.3             2.3                  26.38              0.3           27.25
   31.00 to 159.12       0.9             5.6                  33.00              -             41.97
- ----------------------------------------------------------------------------------------------------------
     Total               3.3             3.8             $    23.24              1.5       $   20.68
==========================================================================================================



There were 2.3 million  shares of  exercisable  options with a  weighted-average
exercise  price of $22.62 per share at December 31, 2003 and 2.1 million  shares
of  exercisable  options with a  weighted-average  exercise  price of $26.40 per
share at December 31, 2002.

Employee Stock Purchase Plan

Under the 1994 Employee  Stock  Purchase Plan (the "ESPP"),  as amended in 2004,
the Company is authorized to issue up to 0.6 million  shares of common stock (of
which 0.1 million  shares had been issued as of December  31,  2004) to eligible
employees.  The ESPP is a noncompensatory plan that allows eligible employees to
buy  the  Company's  common  stock  at  below  market  value,  subject  to  plan
limitations on the amount an employee may purchase annually. Under the ESPP, the
Company sold  approximately  0.1 million  shares of common stock to employees in
2004,  approximately  0.2 million shares in 2003 and  approximately  0.1 million
shares in 2002.


NOTE 17 - CAPITAL STOCK
- --------------------------------------------------------------------------------

Repurchase Program

The Company has the remaining  authority to purchase up to 1.0 million shares of
common  stock  under a share  repurchase  program  authorized  by the  Board  of
Directors, with an aggregate purchase price limitation of $19.1 million.

Employee Benefits Trust

The Brink's Company Employee Benefits Trust (the "Trust") holds shares of the
Company's common stock to fund obligations under certain compensation and
employee benefit programs that provide for the issuance of stock. In December
2003, the Board approved an additional 2.5 million shares of common stock which
was issued to the Trust in 2004. Shares held by the Trust that have not been
allocated to employees are accounted for at fair value as a reduction of
shareholders' equity. Shares of common stock will be voted by the trustee in the
same proportion as those voted by the Company's employees participating in the
Company's 401(k) plan.

Preferred Stock

At December  31,  2004,  the Company  has  authority  to issue up to 2.0 million
shares of preferred stock, par value $10 per share.


                                      116




Series A Preferred Stock Rights Agreement

Under the Amended and Restated  Rights  Agreement  dated as of  September  2003,
holders of common  stock have  rights to  purchase a new Series A  Participating
Cumulative  Preferred  Stock (the "Series A Preferred  Stock") of the Company at
the rate of one right for each share of common stock. Each right, if and when it
becomes  exercisable,  will entitle the holder to purchase  one-thousandth  of a
share of Series A  Preferred  Stock at a purchase  price of  $60.00,  subject to
adjustment.

Each  fractional  share  of  Series  A  Preferred  Stock  will  be  entitled  to
participate in dividends and to vote on an equivalent basis with one whole share
of common stock.  Each right will not be  exercisable  until after a third party
acquires  more than 15% of the total  voting  rights of all  outstanding  common
stock or on specific dates as may be designated by the Board after  commencement
of a tender  offer or  exchange  offer by a third party for more than 15% of the
total voting rights of all outstanding common stock.

If after the rights become  exercisable,  the Company is acquired in a merger or
other business combination,  each right will entitle the holder to purchase, for
the purchase price,  common stock of the surviving or acquiring company having a
market value of twice the purchase  price.  In the event a third party  acquires
more than 15% of all  outstanding  common  stock,  the rights will  entitle each
holder to purchase,  at the purchase price,  that number of fractional shares of
Series A  Preferred  Stock  equivalent  to the number of shares of common  stock
which at the time of the triggering event would have a market value of twice the
purchase  price.  As an  alternative  to the purchase  described in the previous
sentence,  the  Board may  elect to  exchange  the  rights  for  other  forms of
consideration,  including  that  number of shares of common  stock  obtained  by
dividing the purchase  price by the market price of the common stock at the time
of the  exchange  or for cash  equal to the  purchase  price.  The rights may be
redeemed  by the  Company at a price of $0.01 per right and expire on  September
25, 2007.

Series C Convertible Preferred Stock

On August 15, 2002 the Company  redeemed  all 21,433  outstanding  shares of the
$31.25 Series C Cumulative Convertible Preferred Stock for $506.25 per share, or
$10.8 million,  including a $0.6 million premium on the redemption.  The premium
represents  the excess of cash paid to holders  over the  carrying  value of the
shares redeemed.

NOTE 18 - INCOME TAXES
- --------------------------------------------------------------------------------

The provision (benefit) for income taxes from continuing operations consists of
the following:


                                            Years Ended December 31,
(In millions)                          2004           2003           2002
- --------------------------------------------------------------------------

Current tax provision

U.S. federal                      $     0.2              -           12.0
State                                   5.6              1.0          3.1
Foreign                                33.3             24.5         25.8
- --------------------------------------------------------------------------
                                       39.1             25.5         40.9
- --------------------------------------------------------------------------

Deferred tax provision (benefit)

U.S. federal                           18.5             (8.6)         2.1
State                                   0.4             20.4         (4.1)
Foreign                                 2.9             18.4          1.5
- --------------------------------------------------------------------------
                                       21.8             30.2         (0.5)
- --------------------------------------------------------------------------
                                  $    60.9             55.7         40.4
==========================================================================


The U.S.  federal current income tax provision on continuing  operations in 2002
was  offset by U.S.  federal  current  tax  benefits  included  in the loss from
discontinued operations.


                                      117







                                                                           Years Ended December 31,
(In millions)                                                         2004           2003           2002
- ---------------------------------------------------------------------------------------------------------
 
Comprehensive provision (benefit) for income taxes allocable to

Continuing operations                                            $    60.9             55.7         40.4
Discontinued operations                                               12.5              8.0        (22.0)
Other comprehensive income (loss)                                     (3.9)            15.9        (80.3)
Shareholders' equity                                                  (4.7)            (0.2)        (0.2)
- ---------------------------------------------------------------------------------------------------------
                                                                 $    64.8             79.4        (62.1)
=========================================================================================================


The components of the net deferred tax asset are as follows:




                                                                              December 31,
(In millions)                                                            2004              2003
- -------------------------------------------------------------------------------------------------
 
Deferred tax assets

Accounts receivable                                                $      7.9                6.8
Postretirement benefits other than pensions                             125.2              178.2
Pension liabilities                                                      56.0               35.4
Multi-employer pension plan withdrawal liabilities                       12.8               18.2
Workers' compensation and other claims                                   46.8               47.3
Deferred revenue                                                         60.4               58.0
Other assets and liabilities                                            129.4              139.5
Net operating loss carryforwards                                         78.4               51.3
Alternative minimum tax credits                                          56.1               54.9
- -------------------------------------------------------------------------------------------------
Subtotal                                                                573.0              589.6
Valuation allowances                                                    (55.8)             (43.5)
- -------------------------------------------------------------------------------------------------
Total deferred tax assets                                               517.2              546.1
- -------------------------------------------------------------------------------------------------

Deferred tax liabilities

Property and equipment, net                                             130.1              116.2
Prepaid pension assets                                                    9.5                5.5
Other prepaid assets                                                     20.4               19.1
VEBA                                                                      -                 36.8
Other assets and miscellaneous                                           33.4               20.7
- -------------------------------------------------------------------------------------------------
Total deferred tax liabilities                                          193.4              198.3
- -------------------------------------------------------------------------------------------------
Net deferred tax asset                                             $    323.8              347.8
=================================================================================================

Included in:
   Current assets                                                  $    116.0               91.7
   Noncurrent assets                                                    234.7              282.7
   Current liabilities, included in accrued liabilities                  (0.9)              (0.1)
   Noncurrent liabilities                                               (26.0)             (26.5)
- -------------------------------------------------------------------------------------------------
Net deferred tax asset                                             $    323.8              347.8
=================================================================================================



The valuation allowances relate to deferred tax assets in certain state and
non-U.S. jurisdictions. Based on the Company's historical and expected future
taxable earnings, management believes it is more likely than not that the
Company will realize the benefit of the existing deferred tax assets, net of
valuation allowances, at December 31, 2004.


                                      118




The following table accounts for the difference between the actual tax provision
from  continuing  operations and the amounts  obtained by applying the statutory
U.S.  federal income tax rate of 35% in each year to the income from  continuing
operations before income taxes.




                                                                                           Years Ended December 31,
(In millions)                                                                           2004         2003         2002
- -----------------------------------------------------------------------------------------------------------------------
 
Income from continuing operations before income taxes:
   United States                                                                   $    66.4         10.1         61.9
   Foreign                                                                              95.1         63.8         47.9
- -----------------------------------------------------------------------------------------------------------------------
Total                                                                              $   161.5         73.9        109.8
=======================================================================================================================

Tax provision computed at statutory rate                                           $    56.5         25.9         38.4
Increases (reductions) in taxes due to:
   Adjustments to valuation allowances                                                  10.2         34.3          1.5
   Federal benefit for valuation allowance on state deferred tax assets                 (0.3)        (5.9)         -
   State income taxes (net of federal tax benefit exclusive of valuation allowance)      3.0          2.9         (0.7)
   Medicare subsidy of postretirement costs                                             (2.0)         -            -
   Foreign income taxes                                                                 (4.7)        (3.7)         1.5
   Taxes on undistributed earnings of foreign affiliates                                (1.7)         1.2          -
   Changes in accrual for tax contingencies                                              0.6         (2.0)        (3.4)
   Adjustments to current and deferred tax accounts                                     (0.3)         3.3          1.6
   Other                                                                                (0.4)        (0.3)         1.5
- -----------------------------------------------------------------------------------------------------------------------
Actual tax provision from continuing operations                                    $    60.9         55.7         40.4
=======================================================================================================================



Adjustments  to the  beginning-of-year  valuation  allowance  in 2004  were $5.6
million and  related  primarily  to several  European  operations  with a recent
history of losses.  The valuation  allowance  also  increased by $4.6 million in
2004 to offset the net 2004  increase  in deferred  tax assets in  jurisdictions
where the Company had concluded in prior years that  valuation  allowances  were
necessary. Adjustments to the beginning-of-year valuation allowance in 2003 were
$34.3 million and related  primarily to certain  state and foreign  deferred tax
assets. The valuation  allowances were required due to the Company's  assessment
that these assets did not meet the more-likely-than-not  recognition criteria of
SFAS No. 109.

Adjustments  were made to the  Company's  current  and  deferred  tax assets and
liabilities in the prior three years based on a detailed  analysis  conducted by
the Company.  In 2003 and 2002, the Company also reversed  contingency  accruals
related to favorable  settlements of issues relating  primarily to the Company's
U.S. federal tax returns.

As of December 31,  2004,  the Company has not recorded  U.S.  federal  deferred
income  taxes  on  $340.7  million  of  undistributed  earnings  of its  foreign
subsidiaries. With the exception of amounts discussed below, it is expected that
these earnings will be permanently  reinvested in operations outside the U.S. It
is not  practical  to compute the  estimated  deferred  tax  liability  on these
earnings.

The  Company  does not  expect  to be able to  complete  its  evaluation  of the
repatriation provision of the new American Jobs Creation Act of 2004 until after
Congress passes  statutory  technical  corrections  and the Treasury  Department
issues further  guidance on key elements of the provision.  In January 2005, the
Treasury  Department began to issue the first of a series of clarifying guidance
documents  related  to this  provision.  The  Company  expects to  complete  its
evaluation  of the effects of the  repatriation  provision  within the first two
fiscal quarters of 2005,  provided  Congress and the Treasury  Department  issue
guidance  by that  time.  The range of  possible  amounts  that the  Company  is
considering  for  repatriation  under this  provision  is between  zero and $150
million.  While  the  Company  estimates  that the  related  potential  range of
additional  income tax payments is between zero and $10 million,  this  estimate
may change based on the passage of technical correction legislation.

The Company's U.S. entities file a consolidated U.S. federal income tax return.


                                      119




As  of  December  31,  2004,  the  Company  had  approximately  $56  million  of
alternative  minimum tax credits  available to offset future U.S. federal income
taxes and, under current tax law, the  carryforward  period for these credits is
unlimited.

The gross amount of the net operating loss carryforwards as of December 31, 2004
was $416.7 million. The tax benefit of net operating loss carryforwards,  before
valuation  allowances,  as of December 31, 2004 was $78.4 million.  Tax benefits
related to operating losses of $2.8 million were recognized in 2004 as a benefit
in income from continuing operations. Net operating loss carryforwards expire as
follows:

(In millions)                Federal        State       Foreign      Total
- ----------------------------------------------------------------------------
Year of expiration:
   2005-2009            $       -            2.9          5.8         8.7
   2010-2014                    -            3.2          1.2         4.4
   2015 and thereafter         14.1         10.4          -          24.5
   Unlimited                    -            -           40.8        40.8
- ----------------------------------------------------------------------------
                        $      14.1         16.5         47.8        78.4
============================================================================


The Company and its subsidiaries are subject to tax examinations in various U.S.
and foreign  jurisdictions and the Company has accrued approximately $16 million
for related contingencies. While it is difficult to predict the final outcome of
the various issues that may arise during an  examination,  the Company  believes
that it has adequately  provided for all contingent  income tax  liabilities and
interest.

NOTE 19 - SUPPLEMENTAL CASH FLOW INFORMATION
- --------------------------------------------------------------------------------




                                                                     Years Ended December 31,
(In millions)                                                    2004          2003          2002
- --------------------------------------------------------------------------------------------------
 
Cash paid for:
   Interest                                                  $   19.3          23.9          22.7
   Income taxes, net                                             34.4          25.3          14.8
==================================================================================================
Other noncash financing activities - settlement of
   employee benefits with Company common shares              $   16.3          16.8          17.1
==================================================================================================



NOTE 20 - OTHER OPERATING INCOME, NET
- --------------------------------------------------------------------------------




                                                                     Years Ended December 31,
- --------------------------------------------------------------------------------------------------
(In millions)                                                    2004          2003          2002
- --------------------------------------------------------------------------------------------------
 
Gains on sale of operating assets, net                       $    5.9           7.7           -
Impairment losses                                                (5.8)         (1.3)          -
Foreign currency transaction gains, net                           2.2           3.2           2.0
Royalty income                                                    1.6           1.7           1.3
Share of earnings of equity affiliates                            1.0           0.3           1.2
Penalties on unpaid value-added taxes                            (0.4)          -             -
Other                                                             4.6           4.0           0.7
- --------------------------------------------------------------------------------------------------
Total                                                        $    9.1          15.6           5.2
==================================================================================================


                                      120





NOTE 21 - OTHER NONOPERATING INCOME (EXPENSE), NET
- --------------------------------------------------------------------------------




                                                                              Years Ended December 31,
(In millions)                                                               2004       2003        2002
- --------------------------------------------------------------------------------------------------------
 
Gains (losses) on marketable securities                                  $   4.3       (0.2)        0.8
Discounts and other fees of accounts receivable securitization program      (1.7)      (1.7)       (1.6)
Gain on monetization of coal royalty agreement                               -          2.6         -
Other, net                                                                   0.2        1.6        (4.4)
- --------------------------------------------------------------------------------------------------------
Total                                                                    $   2.8        2.3        (5.2)
========================================================================================================



NOTE 22 - RISK MANAGEMENT
- --------------------------------------------------------------------------------

The  Company has risk  management  policies  designed to minimize  the impact on
earnings  and cash flows of the Company  from  fluctuations  in interest  rates,
commodity prices and foreign exchange rates. The Company utilizes derivative and
non-derivative financial instruments in order to manage these risks. The Company
does not use derivative  financial  instruments  for purposes other than hedging
underlying  commercial  or financial  exposures  of the  Company.  The risk that
counterparties  to these  derivative  financial  instruments  may be  unable  to
perform  is  minimized  by  limiting  the   counterparties  to  major  financial
institutions  with investment grade credit ratings.  The Company does not expect
to incur a loss  from the  failure  of any  counterparty  to  perform  under the
agreements.

Derivative Financial Instruments and Hedging Activities


Interest Rate Risk Management
The Company's interest-bearing debt and certain other obligations are subject to
interest rate  fluctuation  risk. The Company's risk management  policy requires
that the Company  maintain  certain ratios between fixed and floating rates. The
Company utilizes derivative financial instruments such as interest rate swaps to
assist in meeting  this  objective.  Interest  rate  swaps  used by the  Company
effectively change a portion of variable cash flows from floating rates to fixed
rates.  The  notional  amounts of the swap  outstanding  at December 31, 2004 is
$25.0 million; this swap expires in September 2005.

During 2002,  2003, and most of 2004,  the Company  designated its interest rate
swaps as cash flow  hedges  for  accounting  purposes.  Changes in fair value on
interest  rate swaps that are  accounted  for as cash flow hedges are  initially
recorded  in  other   comprehensive   income  (loss);   they  are   subsequently
reclassified  to  nonoperating  expense  (for  hedges  related  to the  accounts
receivable  securitization facility) and to interest expense (for hedges related
to debt) in the same period in which the variable  cash flows  affect  earnings.
Any  ineffectiveness  in the hedging  relationship is recognized  immediately in
earnings. During each of the three years ended December 31, 2004, no significant
amounts were  included in earnings as a result of the interest  rate swaps being
ineffective.  For the three years  ended  December  31,  2004,  no amounts  were
excluded from the assessment of effectiveness.

Because the Company's debt and accounts  receivable  securitization  levels have
decreased,  the Company concluded that the associated future variable cash flows
were no longer  probable.  The  Company  terminated  a  notional  $25.0  million
interest rate swap in December  2004. In addition,  beginning in December  2004,
the Company  ended the  designation  of its  remaining  notional  $25.0  million
interest  rate  swap  as a  cash  flow  hedge.  Losses  previously  deferred  in
accumulated other comprehensive  income aggregating $0.8 million at December 31,
2003 were  recognized in earnings in 2004.  Future  changes in the fair value of
the interest rate swap will be recognized  immediately in earnings.  At December
31, 2004, no amount was included in accumulated other comprehensive loss related
to the remaining interest rate swap.


                                      121




Commodities Price Risk Management
In the past,  the Company has entered into swap contracts and collars to hedge a
portion of its forecasted jet fuel purchases for use in the BAX Global  aircraft
operation. In addition,  depending on market conditions, the Company charges its
customers a fuel  surcharge  to offset the effects of high jet fuel  prices.  At
December  31,  2004,  there  were no swap  contracts  or  collars  for jet  fuel
outstanding.  The amount of  ineffectiveness  recognized in 2004 pretax earnings
was not significant.  No amount was included in accumulated other  comprehensive
loss at December 31, 2004.

Prior to the February 2004 sale of its gold operations,  the Company had entered
into  forward  gold sales  contracts  to fix the  selling  price on a portion of
forecasted  gold sales.  As part of the sale of the business,  the buyer assumed
all remaining derivative financial instruments at the date of the sale.

During 2003, the Company utilized forward sales contracts and option  strategies
to hedge the selling price on a portion of its forecasted natural gas sales. The
Company exited the natural gas business in 2003.

During the past three years, the Company designated its commodity derivatives as
cash flow hedges for accounting  purposes.  Effectiveness  was assessed based on
the total changes in the estimated  present value of cash flows for its jet fuel
and natural gas hedges.  The  effectiveness of gold hedges was assessed based on
changes  in the spot rate of gold;  other  changes in  expected  cash flows were
excluded from the assessment.

For jet fuel swaps and collars, the changes in fair value were recorded in other
comprehensive  income (loss) and  subsequently  reclassified  to earnings,  as a
component  of operating  expenses,  in the same period as the jet fuel was used.
For natural gas and gold contracts  prior to the sale of these  businesses,  the
changes in fair value were recorded in other  accumulated  comprehensive  income
(loss) and subsequently reclassified to earnings, as a component of discontinued
operations.

Foreign Currency Risk Management
The Company is exposed to foreign currency exchange  fluctuations due to various
transactions  to which the Company is a party.  For example,  some customers are
billed for BAX  Global's  services in  currencies  that are  different  than the
functional  currency of the  subsidiary  that  recognizes the sale.  Also,  some
transportation  costs  incurred  by  BAX  Global's  non-U.S.   subsidiaries  are
denominated in currencies that are different than the  subsidiaries'  functional
currency.  In  addition,  the Company has  subsidiaries  that have  intercompany
receivables  and  payables  that  are  not  denominated  in  the   subsidiaries'
functional currency.

The  Company  utilizes  foreign  currency  forward  contracts  to  minimize  the
variability  in cash  flows due to  changes  in  foreign  currency  values.  The
Company's  foreign currency forward  contracts  provide an economic hedge of the
risk  associated  with  changes  in  currency  rates on the  related  assets and
liabilities. Changes in the fair value of foreign currency forward contracts are
reported in earnings  in the same period that the foreign  currency  transaction
gains and losses on the related assets and liabilities are reported.

As of December  31, 2004,  the maximum  length of time over which the Company is
hedging its exposure to the  variability  in future cash flows  associated  with
forecasted foreign currency denominated transactions is two years.

Non-Derivative Financial Instruments

Non-derivative  financial instruments,  which potentially subject the Company to
concentrations of credit risk, consist  principally of cash and cash equivalents
and trade  receivables.  The Company places its cash and cash  equivalents  with
high-credit-quality  financial institutions and the Company limits the amount of
credit exposure to any one financial institution.  Concentrations of credit risk
with respect to trade receivables are reduced as a result of the diversification
benefit  provided by the large  number of  customers  comprising  the  Company's
customer  base,  and their  dispersion  across  many  different  industries  and
geographic    areas.    Credit   limits,    ongoing   credit    evaluation   and
account-monitoring  procedures  are  utilized to minimize  the risk of loss from
nonperformance on trade receivables.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate fair value because of the short-term
nature of these instruments.

                                      122




The fair value of the Company's  floating-rate  short-term  and  long-term  debt
approximates  the carrying amount.  The fair value of the Company's  significant
fixed  rate  long-term  debt is  described  below.  Fair value is  estimated  by
discounting  the future cash flows using rates for similar debt  instruments  at
the valuation date.

                                           December 31,
                               2004                          2003
- -----------------------------------------------------------------------------
                        Fair         Carrying          Fair         Carrying
(In millions)           Value         Values           Value         Values
- -----------------------------------------------------------------------------
Senior Notes     $      102.6           95.0           107.2           95.0
DTA bonds                46.6           43.2            48.0           43.2
=============================================================================


NOTE 23 - OTHER COMMITMENTS AND CONTINGENCIES
- --------------------------------------------------------------------------------


Purchase Obligations

At  December  31,  2004,  the Company had  noncancelable  commitments  for $18.5
million of computer  processing  and  consulting  services and $20.8 million for
other agreements.


Value-added taxes and customs duties

One of the Company's non-U.S. Brink's,  Incorporated business units has not paid
foreign customs duties and value-added  taxes with respect to the importation of
certain  goods and  services.  The Company has been  advised that there could be
civil and criminal penalties asserted for the non-payment of these custom duties
and  value-added  taxes.  The business unit has commenced  discussions  with the
appropriate governmental authorities in the affected jurisdiction regarding this
matter. To date no penalties have been asserted.

As a result of its  investigation,  the Company recorded charges in 2004 of $1.1
million to operating profit and $0.7 million to interest  expense.  A summary of
the impact of this situation on earnings is provided below.


                                                                  Year Ended
(In millions)                                                  December 31, 2004
- --------------------------------------------------------------------------------
Penalties on unpaid value-added taxes                            $     0.4
Duties                                                                 0.7
- --------------------------------------------------------------------------------
Amount charged to operating expenses                                   1.1
Interest expense on unpaid value-added taxes and customs duties        0.7
- --------------------------------------------------------------------------------
                                                                 $     1.8
================================================================================


The Company  evaluates many factors to determine  whether it should recognize or
disclose a loss contingency, including the probability of an unfavorable outcome
and the ability to make a reasonable estimate of the amount of loss. The Company
believes  that the range of  probable  penalties  related to unpaid  value-added
taxes is between  $0.4  million  and $3 million  and that no amount  within that
range is a better estimate than any other amount within the range.  Accordingly,
the Company has accrued $0.4 million for these penalties.

The Company has  concluded  that a loss related to  penalties on unpaid  customs
duties is not  probable.  The  Company  believes  that the  range of  reasonably
possible  losses  related  to  customs  duties   penalties  is  between  $0  and
approximately  $35 million.  The Company  believes  that the  assertion of these
penalties  would be  excessive  and would  vigorously  defend  against  any such
assertion.

                                      123




The Company  intends to diligently  pursue the timely  resolution of this matter
and,  accordingly,  the Company's  estimate of the potential losses could change
materially  in future  periods.  The  assertion  of potential  penalties  may be
material to the Company's  financial  position and results of operations.  These
penalties  could be asserted at any time.  Although the Company has accrued $0.7
million of interest on the unpaid  value-added  taxes and  customs  duties,  the
Company does not expect to be assessed  interest  charges in connection with any
penalties that may be asserted.

Litigation

BAX Global is  defending a claim  related to the  apparent  diversion by a third
party  of goods  being  transported  for a  customer.  Although  BAX  Global  is
defending this claim vigorously and believes that its defenses have merit, it is
reasonably  possible that this claim  ultimately  may be decided in favor of the
claimant.  If so, the Company  expects  that the ultimate  amount of  reasonably
possible unaccrued losses could range from $0 to $10 million.

Former Coal Operations

At December  31,  2004,  the Company had  obligations  of $23.4  million  ($13.0
million at net present  value) under mineral lease  agreements  that give it the
right to access and mine coal properties in exchange for required minimum annual
payments.  These  agreements  required that the Company pay royalties to lessors
based on production of coal or minimum amounts if coal is not produced. In 2002,
the last year the Company  produced coal, the Company's  former coal  operations
recorded  $6.6  million of  expense  related to  royalty  payments  under  these
contracts.

Future advance minimum royalty  payments due under the mineral lease  agreements
at December 31, 2004 were as follows:

                           Advanced Minimum
(In millions)            Royalty Payments Due
- ---------------------------------------------
2005                       $         0.7
2006                                 2.5
2007                                 1.6
2008                                 1.6
2009                                 1.1
Later years                         15.9
- ---------------------------------------------
                           $        23.4
=============================================


Federal Black Lung Excise Tax

In 1999, the U.S.  District Court of the Eastern  District of Virginia entered a
final  judgment in favor of certain of the Company's  subsidiaries,  ruling that
the Federal  Black Lung Excise Tax ("FBLET") is  unconstitutional  as applied to
export coal sales.  Through  December 31, 2004, the Company had received refunds
including  interest of $27.2 million,  including $2.8 million  received in 2003.
The  Company  continues  to pursue the refund of other  FBLET  payments.  Due to
uncertainty  as to the ultimate  receipt of additional  amounts,  if any,  which
could amount to as much as $15 million  (before income  taxes),  the Company has
not recorded receivables for additional FBLET refunds.

Income Tax

The  Company  has  entered  into  discussions  with a tax  authority  which,  if
concluded  favorably,  could result in a one-time  benefit of up to $27 million.
The benefit, if any, would not result in any current cash receipts but would add
to the Company's tax credit carryforwards.


                                      124




Surety Bonds

The Company is required by various  state and federal  laws to provide  security
with regard to its  obligations to pay workers'  compensation,  to reclaim lands
used for mining by the  Company's  former coal  operations  and to satisfy other
obligations.  As of December 31, 2004, the Company had outstanding  surety bonds
with third parties totaling  approximately  $110 million that it has arranged in
order to satisfy the various security requirements.  Most of these bonds provide
financial  security for  previously  recorded  liabilities.  Because some of the
Company's  reclamation  obligations  have  been  assumed  by  purchasers  of the
Company's former coal operations, $6.8 million of the Company's surety bonds are
expected to be  replaced  by  purchasers'  surety  bonds after the state  mining
permits are transferred. Surety bonds are typically renewable on a yearly basis;
however, there can be no assurance the bonds will be renewed or that premiums in
the future will not increase.

During November 2004, the Company entered into a new Letter of Credit  Facility,
described in note 13 above.  The Company  intends to use letters of credit under
the new facility to satisfy much of its security  requirements,  and expects the
amount of outstanding  surety bonds will decline in the future.  At December 31,
2004,  $106.7  million of letters of credit had been issued  under the  facility
with available credit of $43.3 million.

If the remaining surety bonds are not renewed,  the Company believes that it has
adequate  available  borrowing  capacity under its Letter of Credit Facility and
its  Revolving  Facility  to provide  letters of credit or other  collateral  to
secure its obligations.

Environmental Remediation

The Company has agreed to pay a portion of the  remediation  costs  arising from
hydrocarbon  contamination  at a  formerly  owned  petroleum  terminal  facility
("Tankport") in Jersey City, New Jersey,  which was sold in 1983. The Company is
in the process of completing  remediation of the site under an approved plan. In
2003,  the Company and a third party reached an agreement that  establishes  the
allocation of past costs related to the recovery of environmental  costs, and as
a result,  the Company  recognized  a $5.3 million  pretax gain in  discontinued
operations.  The Company  estimates  its portion of the  remaining  clean-up and
operational and maintenance costs to be $2.6 million.

In  connection  with  the  remediation  of  Tankport,  the  Company  acquired  a
noncontrolling interest in an adjacent residential development.  The Company has
no cost basis in the investment and has not recorded any income distributions to
date, but may receive income in the future.


                                      125




NOTE 24 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
- --------------------------------------------------------------------------------





                                                       2004 Quarters                          2003 Quarters
(In millions, except per share amounts)       1st      2nd      3rd     4th (a)      1st      2nd     3rd     4th (b)
- ----------------------------------------------------------------------------------------------------------------------
 
Revenues                                $  1,094.5   1,131.5  1,195.0  1,297.1    $  928.9   960.6    999.4   1,109.7
Operating profit                              33.7      37.8     58.7     59.7         -      13.2     22.4      64.2
Income (loss) from:
   Continuing operations                $     17.2      12.6     37.7     33.1    $   (3.2)    5.6     11.5       4.3
   Discontinued operations                     8.6       6.0      0.4      5.9         1.5     0.5     38.5     (29.3)
- ----------------------------------------------------------------------------------------------------------------------
Net income (loss)                       $     25.8      18.6     38.1     39.0    $   (1.7)    6.1     50.0     (25.0)
======================================================================================================================

Net income (loss) per common share:
Basic:
   Continuing operations                $     0.32      0.23     0.69     0.60   $   (0.06)   0.11     0.22      0.08
   Discontinued operations                    0.16      0.11     -        0.11        0.03     -       0.72     (0.55)
- ----------------------------------------------------------------------------------------------------------------------
Basic                                   $     0.48      0.34     0.69     0.71   $   (0.03)   0.11     0.94     (0.47)
======================================================================================================================

Diluted:
   Continuing operations                $     0.32      0.23     0.68     0.59   $   (0.06)   0.11     0.22      0.08
   Discontinued operations                    0.15      0.11     -        0.11        0.03     -       0.72     (0.55)
- ----------------------------------------------------------------------------------------------------------------------
Diluted                                 $     0.47      0.34     0.68     0.70   $   (0.03)   0.11     0.94     (0.47)
======================================================================================================================

Dividends declared per common share     $    0.025     0.025    0.025    0.025   $   0.025   0.025    0.025     0.025
Stock prices:
   High                                 $    28.38     34.47    34.29    39.91   $   18.81   16.40    18.25     23.34
   Low                                       22.71     27.57    25.80    30.00       12.36   12.39    14.38     17.65
======================================================================================================================



(a)  Income (loss) from discontinued  operations  in the fourth  quarter of 2004
     includes a $5.0 million pretax gain as a result of additional proceeds from
     the sale of a former coal operation, and $7.3 million of pretax income as a
     result of a decrease in the estimate of the Company's obligation related to
     the withdrawal from coal-related multiemployer pension plans.

(b)  Income (loss)  from  continuing  operations  in the fourth  quarter of 2003
     includes  $28.4 million of expense as a result of  adjustments  to deferred
     tax valuation allowances, net, and $10.4 million pretax gain on the sale of
     an investment in a gold and nickel interest. In addition,  the quarter also
     includes  expense  of $5.4  million  ($3.3  million  for the full year) for
     adjustments  related to a detailed analysis conducted by the Company of its
     current and deferred income tax assets and liabilities.  Income (loss) from
     discontinued  operations  in the  fourth  quarter of 2003  includes  pretax
     adjustments to the Health Benefit Act obligation ($31.3 million of expense)
     and  withdrawal  liability  ($14.0  million of  expense).  The quarter also
     included pretax income related to a $5.3 million  recovery of environmental
     costs and a $4.8 million gain on the sale of timber.

At December 31, 2004, approximately $291 million of stockholders' equity was not
available for dividends to shareholders due to limitations imposed by certain of
the Company's Revolving Facility and other lending arrangements (see note 13).

Earnings  per  share  amounts  for each  quarter  are  required  to be  computed
independently.  As a result,  their sum may not equal the  annual  earnings  per
share.

The Company's  quarterly  financial  data has been  reclassified  to reflect the
Company's natural gas, timber and gold as part of discontinued operations.

The Company's common stock trades on the New York Stock Exchange as "BCO." Prior
to May 2003, the Company traded on the NYSE as "PZB." As of March 1, 2005, there
were approximately 2,768 shareholders of record of common stock.


                                      126




                               THE BRINK'S COMPANY
                                and subsidiaries

                             SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------




Five Years in Review

(In millions, except per share amounts)                          2004       2003        2002       2001       2000
- --------------------------------------------------------------------------------------------------------------------
 
Revenues and Income

Revenues                                                    $ 4,718.1     3,998.6     3,733.8    3,584.0    3,798.6
Income (loss) from continuing operations before
   cumulative effect of change in accounting principle      $   100.6        18.2        69.4       38.3       (2.1)
Income (loss) from discontinued operations (a)                   20.9        11.2       (43.3)     (21.7)    (202.5)
Cumulative effect of change in accounting principle (b)           -            -          -           -       (52.0)
- --------------------------------------------------------------------------------------------------------------------
Net income (loss)                                           $   121.5        29.4        26.1       16.6     (256.6)
====================================================================================================================

Financial Position

Property and equipment, net                                 $   914.0       873.2       871.2      915.5      925.8
Total assets                                                  2,678.2     2,548.6     2,459.9    2,423.2    2,478.7
Long-term debt, less current maturities                         181.6       221.5       304.2      257.4      313.6
Shareholders' equity                                            674.0       495.6       381.2      476.1      475.8
====================================================================================================================

Per Common Share

Basic, net income (loss):
   Continuing operations                                    $    1.84        0.34        1.31       0.74        -
   Discontinued operations (a)                                   0.39        0.21       (0.83)     (0.43)     (4.07)
   Cumulative effect of change in accounting principle (b)       -            -           -          -        (1.04)
- --------------------------------------------------------------------------------------------------------------------
Total basic                                                 $    2.23        0.55        0.48       0.31      (5.11)
- --------------------------------------------------------------------------------------------------------------------
Diluted, net income (loss):
   Continuing operations                                    $    1.82        0.34        1.30       0.73      (0.01)
   Discontinued operations (a)                                   0.38        0.21       (0.82)     (0.42)     (4.07)
   Cumulative effect of change in accounting principle (b)       -            -           -          -        (1.04)
- --------------------------------------------------------------------------------------------------------------------
Total diluted                                               $    2.20        0.55        0.48       0.31      (5.12)
- --------------------------------------------------------------------------------------------------------------------
Cash dividends                                              $    0.10        0.10        0.10       0.10       0.10
====================================================================================================================

Weighted Average Common Shares Outstanding

Basic                                                            54.6        53.1        52.1       51.2       50.1
Diluted                                                          55.3        53.2        52.4       51.4       50.1
====================================================================================================================


(a)  Income (loss) from  discontinued  operations  reflects the  operations  and
     losses on disposal of the Company's  former coal,  natural gas,  timber and
     gold  operations.   Some  of  the  expenses  recorded  within  discontinued
     operations  through 2002 are continuing  after the  disposition of the coal
     business and are recorded  within  continuing  operations in 2003 and 2004.
     The expenses that continue  primarily consist of  postretirement  and other
     employee benefits  associated with  Company-sponsored  plans and black lung
     obligations,  and  administrative  and legal  expenses to oversee  residual
     assets and retained benefit  obligations.  See notes 4 and 6. In accordance
     with APB No. 30, the Company  included these expenses  within  discontinued
     operations for periods prior to 2003.  Beginning in 2003,  expenses related
     to Company-sponsored pension and postretirement benefit obligations,  black
     lung  obligations  and  related  administrative  costs  are  recorded  as a
     component  of  continuing  operations.  The amount of  expenses  related to
     postretirement   and   other   employee   benefits   associated   with  the
     Company-sponsored  plans and black lung  obligations  that were  charged to
     discontinued  operations were $2 million,  $53 million, and $48 million for
     the years ended 2002, 2001, and 2000,  respectively.  Future adjustments to
     contingent  liabilities  will continue to be recorded  within  discontinued
     operations.

(b)  The Company's  results for  2000  include  a noncash  after-tax  charge  of
     $52.0 million, or $1.04 per diluted share, to reflect the cumulative effect
     of a change in accounting  principle  pursuant to guidance  issued in Staff
     Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements,"
     by the  Securities  and Exchange  Commission in December 1999 and a related
     interpretation issued in October 2000.


                                      127




BOARD OF DIRECTORS AND SENIOR MANAGEMENT
- --------------------------------------------------------------------------------

The Board of Directors,  as elected by the  shareholders,  is divided into three
classes,  with the term of  office  of one of the  three  classes  of  directors
expiring  each year,  and with each class being  elected for a three-year  term.
Presently,  there are eleven members of the Board of Directors,  ten of whom are
outside directors with broad experience in business, finance and public affairs.

Roger G. Ackerman /1/, /3,/ /5/
Retired Chairman and Chief Executive Officer - Corning  Incorporated  (specialty
glass, ceramics and communications)

Betty C. Alewine /1/, /4/, /6/
Retired President and Chief Executive Officer - COMSAT Corporation  (provider of
global satellite services and digital networking services and technology)

James R. Barker /1/, /2/, /3/
Chairman - The  Interlake  Steamship  Co.  (vessel  owners and operators of self
unloaders);  Vice  Chairman - Mormac Marine Group,  Inc.  (vessel  owners of oil
product  carriers);  and Vice Chairman - Moran Towing Corporation (tug and barge
owners and operators)

Marc C. Breslawsky /1/, /2/, /5/
President and Chief Executive  Officer - Imagistics  International  Inc. (direct
sales,   service  and  marketing  of  enterprise  office  imaging  and  document
solutions)

John S. Brinzo /1/, /2/, /5/
Chairman,  President  and Chief  Executive  Officer  -  Cleveland  - Cliffs  Inc
(supplier of iron ore products to the steel industry in North America, China and
Europe)

James L. Broadhead /1/, /3/, /6/
Retired Chairman and Chief Executive  Officer - FPL Group,  Inc. (public utility
holding company)

Michael T. Dan /1/
Chairman  of the Board,  President  and Chief  Executive  Officer - The  Brink's
Company

Gerald Grinstein /1/, /3/, /4/
Chief Executive Officer - Delta Air Lines, Inc. (commercial airline);  Principal
- - Madrona  Investment Group LLC (private  investment firm);  Strategic Advisor -
Madrona Venture Fund (Seattle-based venture fund)

Ronald M. Gross /1/, /2/, /4/
Chairman  Emeritus,  Former Chairman and Chief Executive Officer - Rayonier Inc.
(a global supplier of specialty pulps, timber and wood products)

Carl S. Sloane /1/, /2/, /6/
Private Consultant and Ernest L. Arbuckle Professor of Business  Administration,
Emeritus, Harvard University, Graduate School of Business Administration

Ronald L. Turner /1/, /4/, /5/
Chairman,   President  and  Chief  Executive  Officer  -  Ceridian   Corporation
(information services company engaged in providing outsourcing services to human
resources,  transportation  and retail markets in the United States,  Canada and
Europe)

/1/  Executive Committee
/2/  Audit and Ethics Committee
/3/  Compensation and Benefits Committee
/4/  Corporate Governance and Nominating Committee
/5/  Finance Committee
/6/  Pension Committee


THE BRINK'S COMPANY
EXECUTIVE OFFICERS

Michael T. Dan
Chairman of the Board, President and
Chief Executive Officer

James B. Hartough
Vice President - Corporate Finance and Treasurer

Frank T. Lennon
Vice President - Human Resources and Administration

Austin F. Reed
Vice President, General Counsel and Secretary

Robert T. Ritter
Vice President and Chief Financial Officer


                                      128

EXHIBIT 21 [LOGO] SUBSIDIARIES OF THE BRINK'S COMPANY AS OF DECEMBER 31, 2004 (Percentage of Voting Securities 100% unless otherwise noted) Jurisdiction Company of Incorporation - ------- ---------------- The Pittston Company (Delaware) Delaware Glen Allen Development, Inc. Delaware Liberty National Urban Renewal Development Company, LLC (32.5%) Delaware New Liberty Residential Company, LLC (17.5%) New Jersey Pittston Services Group, Inc. Virginia Brink's Holding Company Delaware Brink's Home Security, Inc. Delaware Brink's Guarding Services, Inc. Delaware Brink's Home Security Canada Limited Canada Brink's, Incorporated ("BI") Delaware Brellis Partners, L.P. (50% Partnership BI) Virginia Brink's Antigua Ltd. (47% BI) Antigua Brink's Express Company Illinois Security Services (Brink's Jordan) Company Ltd. (45%) Jordan Brink's (Liberia) Inc. (98.04%) Liberia Servicio Pan Americano de Proteccion S.A. ("Serpaprosa") (20% by Trust, BI is Settlor of Trust) Mexico Canamex (51% Serpaprosa) Mexico Inmobiliaria, A.J., S.A. de C.V. (99.9% Serpaprosa) Mexico Productos Pan Americano de Proteccion, S.A. de C.V. (99.9% Serpaprosa) Mexico Operadora Especializada de Transportes, S.A. de C.V. Mexico Procesos Integrales en Distribucion y Logistica, S.A. de C.V. (99.9% Serpaprosa) Mexico Brink's St. Lucia Ltd. (26.3% BI) St. Lucia Brink's Security International, Inc. ("BSI") Delaware Brink's Brokerage Company, Inc. Delaware Brink's C.l.S., Inc. Delaware Brink's Global Services USA, Inc. Delaware Brink's Global Services International, Inc. Delaware Brink's Global Services KL, Inc. Delaware Brink's International Management Group, Inc. Delaware Brink's Network, Incorporated Delaware Brink's Vietnam, Incorporated Delaware Brink's Philippines, Inc. Delaware Brink's Argentina S.A. (BI owns 4.3%) Argentina Brink's Asia Pacific Limited (99%, BI owns 1%) Hong Kong Brink's Asia Pacific Pty Ltd. Australia Brink's Australia Pty. Limited Australia A.C.N. 081 163 108 Pty Ltd. Australia Brink's Europe N.V. Belgium Brink's Belgium S.A. Belgium Cavalier Insurance Company, Ltd. Bermuda Brink's Bolivia S.A. (99.68%, BI owns .32%) Bolivia

Jurisdiction Company of Incorporation - ------- ---------------- Brink's Global Services FZE Dubai (UAE) Brink's EMEA SAS France Brink's France S.A. (99.98%) France GIE Armonia France Brink's Antilles Guyanne, SARL (nominal interest held by Brink's Evolution) Guadeloupe Brink's Controle Securite, SARL (nominal interest held by Brink's Evolution) France Brink's Controle Securite Reunion, SARL (nominal interest held by Brink's Evolution) St. Denis Brink's Evolution, SARL (nominal interest held by Brink's Guard) France Brink's Formation, SARL (nominal interest held by Brink's Evolution) France Brink's Guard, SARL (nominal interest held by Brink's Evolution) France Brink's Services, SARL (nominal interest held by Brink's Evolution) France Assistance Securite Aeroportuaire SARL (nominal interest held by Brink's Evolution) France Brink's Maroc (65%) Morocco Brink's Protection Privee SA France Brink's Reunion, SARL (nominal interest held by Brink's Evolution) St. Denis Brink's Recherche et Developpement (nominal interest held by Brink's Guard) France Protecval SARL France O.T.G.S., S.A. France Marteenval, N.V. Neth. Antilles Brink's Beteiligungsgesellschaft mbH ("BBmbH") (BI owns 1%) Germany Brink's Verwaltungsgesellschaft mbH ("BVmbH")(99.9%) Germany Brink's - Deutscheland GMBH (BBmbH 99.9%, BVmbH .1%) Germany Brink's Sicherheit GmbH Germany Security Consulting & Services GmbH Germany Brink's Far East Limited (99.99% Bl.01%) Hong Kong Brink's Arya India Private Limited (40%) India Brink's Allied Ltd. (50%) Ireland Brink's Ireland Ltd. Ireland Allied Couriers Ltd. Ireland Brink's-Team 3 Limited (99.9%) Ireland Brink's Holdings Limited Israel Brink's Israel, Ltd. (70%) Israel Courier Services, Ltd. (99.9%) Israel Brink's Diamond & Jewelery Services (International) (1993) Ltd. (99.9% Bl.1%) Israel Brink's Global Services, S.r.l.(99.99% Bl .01%) Italy Brink's Japan Limited Japan Brink's Luxemborg SA Luxemborg Brink's Global Services, S.A. de C.V. (98%, BI owns 2%) Mexico Brink's International, C.V. (BSI is General Partner) Netherlands Brink's Chile S.A. (73.95% beneficial owner) Chile Brink's de Colombia, S.A. (58% beneficial owner) Colombia Domesa de Colombia S.A. (69.99%, 30% Bolivar Business) Colombia Procesos & Canje S.A. (49.99%) Colombia 2

Jurisdiction Company of Incorporation - ------- ---------------- Brink's Canada Holdings, B.V. Netherlands Brink's Canada Limited Canada Brink's Security Company, Limited Canada Centro Americana de Inversiones Balboa C.A. (beneficial owner) Panama Hermes Transporte Blindados S.A. (31.04% by Centro, 4.9% BI) Peru Brink's Dutch Holdings, B.V. Netherlands Brink's Hellenic Holdings, B.V. ("BHH") Netherlands Athena Marathon Holdings, B.V. ("AMH") Netherlands Apollo Acropolis Holdings, B.V. ("AAH") Netherlands Hermes Delphi Holdings, B.V, ("HDH") Netherlands Zeus Oedipus Holdings, B.V. ("ZOH") Netherlands Hellenic Brink's Commercial Societe Anonyme of Provision of Services of Information Technology ("Hellenic Brink's") (20% each BHH, AMH, AAH, HDH, ZOH) Greece Hermes Security S.A. (97%) Greece Hermes Avsec S.A. Greece Airsec Services S.A. (52%) Greece S.A. of Provision of Services in Transportation d/b/a/ Brink's Hermes (68% Hellenic Brink's, 32% Hermes Security) Greece Hellenic Reception and Processing Centre of Electronic Signals - Private Firm d/b/a Hellenic Central Station (10%) Greece Servicio Pan Americano de Proteccion CA (60.98% beneficial owner) Venezuela Aeropanamericano, C.A. Venezuela Aero Sky Panama S.A. Artes Graficas Avenzadas 98, C.A. Venezuela Blindados del Zulia Occidente, C.A. Venezuela Blindados de Oriente, S.A. Venezuela Blinadados Panamericanos, S.A. Venezuela Blindados Centro Occidente, S.A. Venezuela Bolivar Business, S.A. Panama Domesa de Colombia, S.A. (30%) Domesa Courier Corporation Florida Panamerican Protective Service Sint Maarten, N.V. Neth. Antilles Pan American Protective Service, Inc. Florida Radio Llamadas Panama, S.A. Panama Servicio Panamericano de Proteccion Curacao, N.V. Neth. Antilles Domesa Curacao, N.V. Neth. Antilles Domesa Aruba, N.V. Aruba Servicio Panamericano de Vigilancia Curacao, N.V. Neth Antilles Documentos Mercantilles S.A. Venezuela Instituto Panamericano C.A. Venezuela Intergraficas Panama S.A. Panamaericana de Vigliancia, S.A. Venezuela Transporte Expresos, C.A. Venezuela Grapho Formas Petare, C.A. (70%) Venezuela Centro Americana de Inversiones La Restinga, C.A. Panama Brink's Panama S.A. (49%) Panama Inmobiliaria Brink's Panama S.A. (49%) Panama Brink's Poland S.p.zo.o (BI owns 1%) Poland Brink's Puerto Rico, Inc. Puerto Rico 3

Jurisdiction Company of Incorporation - ------- ---------------- Brink's International Holdings AG (99.82%, BGS USA .11%, BI .06%) Switzerland Brink's Switzerland AG Switzerland Brink's Diamond & Jewelry Services BVBA Belgium Transpar - Brink's ATM Ltda. Brazil Brink's Valores Agregados Ltda. Brazil Brinks Seguranca e Transporte de Valores Ltda. Brazil TGV Transportadora de Valores e Vigilancia Ltda. Brazil BVA-Brink's Valores Agregados Ltda. Brazil Brink's Hong Kong Limited (90%) Hong Kong Brink's Global Services Korea Limited (80%) Korea Brink's Nederland B.V. Netherlands Brink's Geldverwerking B.V. Netherlands Brink's Singapore Pte. Ltd. Singapore Brink's (Southern Africa) (Proprietary) Ltd. South Africa Brink's Taiwan Security Limited Taiwan Brink's (Thailand) Limited (40%) Thailand Brink's Tasima Hizmetleri A.S. (96%) Turkey Brink's Europe Ltd. (U.K.) (BI owns nominal share) U.K. Brink's (UK) Limited ("Brink's UK") (BI owns nominal share) U.K. Brink's Commercial Services Ltd. (BSI owns nominal share) U.K. Brink's Diamond & Jewellery Services Ltd. (BSI owns nominal share) U.K. Brink's Limited (BSI owns nominal share) U.K. Brink's (Gibraltar) Limited (99%) Gibraltar Brink's Limited (Bahrain) EC (99.67%) Bahrain Brink's Security Limited (Brink's UK owns nominal share) U.K. Quarrycast Commercial Limited (Brink's UK 50%) U.K. Brink's Global Services, Ltd. U.K. Brink's Finance Company Inc. Delaware BAX Holding Company Virginia BAX Finance Inc. Delaware BAX Global Inc. Delaware BAXAIR Inc. Delaware Air Transport International Limited Liability Company ("ATI") (BAX 99%, BAXAIR 1%) Nevada BAX Global International Inc. Delaware Burlington Air Express (Brazil) Inc. Delaware Burlington Air Express (Dubai) Inc. Delaware Burlington Air Express Services Inc. Delaware Burlington Network Inc. Delaware BAX Global (Argentina) S.R.L. Argentina BAX Global Holdings Pty. Ltd. (nominal interest held by BAX Global Inc.) Australia BAX Global Aust. Pty. Ltd. Australia A.F.C.A.B. Pty Ltd (11%) Australia BAX Global Cartage Pty. Limited Australia BAX Global do Brasil Ltda. Brazil BAX Global (Canada) Ltd. Canada 797726 Ontario Inc. Canada BAX Global Services Chile Limitada Chile Xiamen BAX Global Warehousing Co. Ltd. China BAX Global A/S Denmark BAX Global SAS France BAX Global GmbH Germany BAX Global GmbH Austria BAX Global Kft. Hungary 4

Jurisdiction Company of Incorporation - ------- ---------------- BAX Global Limited ("BAX HK") Hong Kong BAX Global Logistics Limitada Macau BAX Global (China) CO., LTD. China BAX Global Freight Forwarding (Guangzhou) Company Limited China BAX Global Warehousing (Suzhou) Co. Ltd. (75%) China Indian Enterprises Inc. Delaware Indian Associates Inc. Delaware BAX Global India Limited (65%, BAXI 35%) India BAX Express Limited (Ireland) Ireland BAX Global (Israel) Ltd. Israel BAX Global S.r.l. Italy CSC Customs and Management Services S.r.l. Italy BAX Global Japan K.K. Japan BAX Global Korea Co. Ltd. (51%) South Korea BAX Global (Malaysia) Sdn. Bhd. Malaysia BAX Global Imports (Malaysia) Sdn. Bhd. (40%, nominal interest held by BAX Global Inc.) Malaysia BAX Global, S.A. de C.V. Mexico BAX Global Networks B.V. Netherlands BAX Global B.V. Netherlands BAX Global N.V./S.A.(Belgium) Belgium BAX Global Pte Ltd. Singapore BAX Global Logistics Holding B.V. Netherlands BAX Global Logistics B.V. Netherlands Logicenter, B.V. Netherlands Chip Electronic Services B.V. (50%) Netherlands BAX Global (N.Z.) Ltd. New Zealand BAX Global (Peru) S.R.L. Peru BAX Global Inc. Philippines BAX Holdings, Inc. (60%, 40% BAXI) Philippines Burlington-Transmaso Air Express Lda. (50%) Portugal BAX Global Transitarios Ltda. (nominal interest held by BAX Global Inc.) Portugal Continental Freight (Pty) Ltd. South Africa BAX Global (Proprietary) Limited South Africa Traco Freight (Pty) Ltd. South Africa BAX Global S.A. Spain BAX Global Holdings S.L. Spain BAX Global Logistics (Shanghai) Co., Ltd. China BAX Global Logistics (Shenzhen) Co., Ltd. China BAX Global (Xiamen) Warehousing CO., LTD China Pittston International Finance Company, Ltd. Ireland BAX Global (UK) Limited U.K. Alltransport Holdings Limited U.K. Alltransport International Group Limited U.K. Alltransport Warehousing Limited U.K. BAX Global Limited U.K. BAX Global Ocean Services Limited U.K. WTC Air Freight (U.K.) Limited U.K. BAX Logistics Limited U.K. BAX Logistics International, Inc. Philippines BAX Global spol. s.r.o. (20%, 80% BAX Global Holdings S.L.) Czech Republic BAX Global EPE Transportation-Freight Forwarding & Logistics Solutions (.0016%, 99.9984% BAX Global Holdings S.L.) Greece 5

Jurisdiction Company of Incorporation - ------- ---------------- BAX Global Aktiebolag Sweden BAX Global AG Switzerland BAX Global (Taiwan) Ltd. Taiwan BAX Global (Thailand) Limited Thailand BAX Funding Corporation California Burlington Airline Express Inc. Delaware Burlington Land Trading Inc. Delaware Highway Merchandise Express, Inc. California WTC Airlines, Inc. Delaware WTC SUB California Brink's Administrative Services Inc. Delaware Pittston Minerals Group Inc. Virginia Pittston Coal Company Delaware American Eagle Coal Company Virginia Heartland Coal Company Delaware Maxxim Rebuild Company, Inc. Delaware Pittston Forest Products, Inc. Virginia Addington, Inc. Kentucky Appalachian Mining, Inc. West Virginia Molloy Mining, Inc. West Virginia Vandalia Resources, Inc. West Virginia Pittston Coal Management Company Virginia Pittston Coal Sales Corp. Virginia Pittston Coal Terminal Corporation Virginia Pyxis Resources Company Virginia HICA Corporation Kentucky Holston Mining, Inc. West Virginia Motivation Coal Company Virginia Paramont Coal Corporation Delaware Sheridan-Wyoming Coal Company, Incorporated Delaware Thames Development, Ltd. Virginia Buffalo Mining Company West Virginia Clinchfield Coal Company Virginia Dante Coal Company Virginia Eastern Coal Corporation West Virginia Elkay Mining Company West Virginia Jewell Ridge Coal Corporation Virginia Kentland-Elkhorn Coal Corporation Kentucky Lorado Reclamation Company Virginia Meadow River Coal Company Kentucky Pittston Coal Group, Inc. Virginia Ranger Fuel Corporation West Virginia Sea "B" Mining Company Virginia Pittston Synfuel Company Virginia Pittston Mineral Ventures Company Delaware PMV Gold Company Delaware MPI Gold (USA) Ltd. Nevada Pittston Nevada Gold Company (50%, 50% by MPI Gold (USA) Ltd.) Delaware Pittston Mineral Ventures International Ltd. Delaware Pittston Investments Australia Pty. Ltd. Australia Mineral Ventures of Australia Pty Ltd. (75%, 25% ATI) Australia Carbon Ventures Pty. Limited Australia International Carbon (Aust.) Pty. Limited Australia 6

Jurisdiction Company of Incorporation - ------- ---------------- Pittston Australasian Mineral Exploration Pty Limited Australia Pittston Black Sands of Western Australia Pty Limited Australia Western Australian Minerals Company Pty. Ltd. Australia NOTE: Subsidiaries that are not majority owned do not constitute "Subsidiaries" for the purposes of this Schedule. They have been left on the Schedule so as to make the ownership structure clear. 7

EXHIBIT 23 Consent of Independent Registered Public Accounting Firm The Board of Directors The Brink's Company: We consent to the incorporation by reference in the registration statement (Nos. 2-64258, 33-2039, 33-21393, 33-53565, 33-69040, 333-02219, 333-70758, 333-70762, 333-70766, 333-70772, 333-78631, 333-78633, and 333-120254) on Form S-8 of The Brink's Company and subsidiaries of our reports dated March 15, 2005, with respect to the consolidated balance sheets of the Brink's Company and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2004, the related financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the 2004 Annual Report on Form 10-K of The Brink's Company. /s/ KPMG LLP Richmond, Virginia March 15, 2005

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of February, 2005. /s/ Roger G. Ackerman --------------------- Roger G. Ackerman

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), her true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign her name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of February, 2005. /s/ Betty C. Alewine -------------------- Betty C. Alewine

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of March, 2005. /s/ James R. Barker ------------------- James R. Barker

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of February, 2005. /s/ Marc C. Breslawsky ---------------------- Marc C. Breslawsky

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of February, 2005. /s/ John S. Brinzo ------------------ John S. Brinzo

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 24 day of February, 2005. /s/ James L. Broadhead ---------------------- James L. Broadhead

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of February, 2005. /s/ Gerald Grinstein -------------------- Gerald Grinstein

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of February, 2005. /s/ Ronald M. Gross ------------------- Ronald M. Gross

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of February, 2005. /s/ Carl S. Sloane ------------------ Carl S. Sloane

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink's Company, a Virginia corporation (the "Company"), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004 (the "Form 10-K"), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form 10-K or any amendments thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of February, 2005. /s/ Ronald L. Turner -------------------- Ronald L. Turner

EXHIBIT 31 I, Michael T. Dan, Chief Executive Officer (Principal Executive Officer) of The Brink's Company, certify that: 1. I have reviewed this Annual Report on Form 10-K of The Brink's Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 15, 2005 /s/ Michael T. Dan ----------------------------- Michael T. Dan Chief Executive Officer (Principal Executive Officer)

I, Robert T. Ritter, Chief Financial Officer (Principal Financial Officer) of The Brink's Company, certify that: 1. I have reviewed this Annual Report on Form 10-K of The Brink's Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 15, 2005 /s/ Robert T. Ritter ------------------------------------------ Robert T. Ritter, Vice President and Chief Financial Officer Principal Financial Officer)

EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of The Brink's Company (the "Company") for the period ending December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael T. Dan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael T. Dan - ----------------------------- Michael T. Dan Chief Executive Officer (Principal Executive Officer) March 15, 2005 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of The Brink's Company (the "Company") for the period ending December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert T. Ritter, Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Robert T. Ritter - ------------------------------------------ Robert T. Ritter Vice President and Chief Financial Officer (Principal Financial Officer) March 15, 2005 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



                                                                   EXHIBIT 99(b)


[LOGO]                                               The Brink's Company
                                                     1801 Bayberry Court
                                                     P.O. Box 18100
                                                     Richmond, VA 23226-8100 USA
PRESS RELEASE                                        Tel. 804.289.9600
                                                     Fax 804.289.9758

Contact:                                             FOR IMMEDIATE RELEASE
Investor Relations
804.289.9709


                    The Brink's Company Updates 2004 Results

                     Recording of Non-cash Items Results in
             Increase in Reported Net Income and Earnings per Share

     Richmond,  Va. (March 15, 2005) - The Brink's Company (NYSE: BCO) announced
today that it is updating its financial  results for the fourth quarter and full
year 2004 to reflect  the  recording  of two  non-cash  items that  result in an
increase in reported net income and earnings per share for the year.

     As disclosed  in the  Company's  February 8, 2005,  earnings  release,  the
administrators of multi-employer pension plans in which the Company participates
had not provided  sufficient  information to develop an updated  estimate of the
Company's  potential  withdrawal  liability prior to the announcement of results
for the fourth quarter and full year 2004.  Additional  information has now been
received and due to improvements in the funded status of the plans,  the Company
expects its ultimate  obligation to be approximately $37 million.  The reduction
in the  estimate  for  the  obligation  will be  recorded  as a  benefit  within
discontinued  operations  for the fourth  quarter - $7.3 million pretax and $4.7
million after tax. As a result,  income from  discontinued  operations  was $5.9
million  ($0.11 per  diluted  share) for the fourth  quarter  and $20.9  million
($0.38 per diluted share) for the full year.

     In addition,  as the Company  completed its reviews and control  procedures
related to deferred  income  taxes,  it reduced the provision for tax expense by
$2.1  million.  This  non-cash  benefit  will  be  reflected  within  continuing
operations.  Accordingly,  income from  continuing  operations was $33.1 million
($0.59 per  diluted  share) for the  fourth  quarter of 2004 and $100.6  million
($1.82 per diluted share) for the full year.

     The  Company  also  announced  that it  expects to file today its Form 10-K
covering the year ended December 31, 2004.


                                   -- more --


                                                                               1




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 estimated  obligations related to the expected
withdrawal from  multi-employer  pension plans this year and estimated  deferred
tax expense.  The  forward-looking  information  in this  document is subject to
known and unknown risks, uncertainties and contingencies that could cause actual
results to differ materially from those that are anticipated.

These  risks,  uncertainties  and  contingencies,  many of which are  beyond the
control  of The  Brink's  Company  and its  subsidiaries,  include,  but are not
limited to, the timing of any  withdrawal  from the  multi-employer  plans,  the
performance of the  investments  made by the  multi-employer  plans,  changes in
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
works by  covered  coal  employees  over the last  five  years  versus  industry
averages,  changes in valuation allowances,  determinations as to the likelihood
of realization of deferred tax assets, the return to profitability of operations
in  jurisdictions  where the  Company has  recorded  valuation  adjustments  and
governmental  regulations  and  initiatives.  The  information  included in this
release is  representative  only as of the date of this  release and The Brink's
Company  undertakes no obligation  to update any  information  contained in this
release.

About The Brink's Company
The Brink's  Company  (NYSE:  BCO) is a global  leader in business  and security
services. The Company's three businesses are Brink's,  Incorporated, the world's
premier provider of secure transportation and cash management services;  Brink's
Home  Security,  one  of the  largest  and  most  successful  residential  alarm
companies  in North  America;  and BAX  Global,  an  industry  leader in freight
transportation   and  global  supply  chain  management   solutions.   For  more
information,  please visit The Brink's Company website at www.brinkscompany.com,
or call toll free 877-275-7488.


                                                                               2




                               THE BRINK'S COMPANY
                                and Subsidiaries

                 Condensed Consolidated Statements of Operations
                     (In millions, except per share amounts)
                                   (Unaudited)

Updated




                                                                  Three Months Ended                    Years Ended
                                                                     December 31,                      December 31,
                                                                2004             2003              2004            2003
- -------------------------------------------------------------------------------------------------------------------------
 
Revenues                                                  $  1,297.1           1,109.7          4,718.1          3,998.6

Expenses:
Operating expenses                                           1,080.4             916.7          3,964.2          3,404.2
Selling, general and administrative expenses                   159.7             139.9            573.1            520.6
- -------------------------------------------------------------------------------------------------------------------------
   Total expenses                                            1,240.1           1,056.6          4,537.3          3,924.8
Gain on sale of equity interest                                  -                10.4              -               10.4
Other operating income, net                                      2.7               0.7              9.1             15.6
- -------------------------------------------------------------------------------------------------------------------------
   Operating profit                                             59.7              64.2            189.9             99.8

Interest expense                                                (5.3)             (6.0)           (22.9)           (25.4)
Interest and other income, net                                   0.7               1.9              7.4              8.5
Minority interest                                               (4.8)             (3.6)           (12.9)            (9.0)
- -------------------------------------------------------------------------------------------------------------------------
   Income from continuing operations before income taxes        50.3              56.5            161.5             73.9
Provision for income taxes                                      17.2              52.2             60.9             55.7
- -------------------------------------------------------------------------------------------------------------------------

   Income from continuing operations                            33.1               4.3            100.6             18.2

Income (loss) from discontinued operations, net of tax           5.9             (29.3)            20.9             11.2
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                         $     39.0             (25.0)           121.5             29.4
=========================================================================================================================


Basic net income (loss) per common share:
   Continuing operations                                  $     0.60              0.08             1.84            0.34
   Discontinued operations                                      0.11             (0.55)            0.39            0.21
- -------------------------------------------------------------------------------------------------------------------------
                                                          $     0.71             (0.47)            2.23            0.55
=========================================================================================================================
Diluted net income (loss) per common share:
   Continuing operations                                  $     0.59              0.08             1.82            0.34
   Discontinued operations                                      0.11             (0.55)            0.38            0.21
- -------------------------------------------------------------------------------------------------------------------------
                                                          $     0.70             (0.47)            2.20            0.55
=========================================================================================================================


                                                                               3




                               THE BRINK'S COMPANY
                                and Subsidiaries

                      Condensed Consolidated Balance Sheets
                                  (In millions)





Updated                                                                 December 31,      December 31,
                                                                           2004               2003
- ------------------------------------------------------------------------------------------------------
                                                                        (Unaudited)
 

                                     Assets
Cash                                                                  $     169.0              128.7
Other current assets                                                        923.6              731.8
Property and equipment, net                                                 914.0              873.2
Goodwill, net                                                               259.6              244.1
Voluntary Employees' Beneficiary Association trust ("VEBA") (a)               -                105.2
Other assets                                                                412.0              465.6
- ------------------------------------------------------------------------------------------------------
   Total assets                                                       $   2,678.2            2,548.6
======================================================================================================

                      Liabilities and Shareholders' Equity
Current debt                                                          $      62.6               53.0
Other current liabilities                                                   969.5              791.1
Long-term debt                                                              181.6              221.5
Accrued pension costs                                                       117.0               86.6
Other postretirement benefits (a)                                           331.2              504.2
Other liabilities                                                           342.3              396.6
- ------------------------------------------------------------------------------------------------------
   Total liabilities                                                      2,004.2            2,053.0
Shareholders' equity                                                        674.0              495.6
- ------------------------------------------------------------------------------------------------------
   Total liabilities and shareholders' equity                         $   2,678.2            2,548.6
======================================================================================================


(a)  The VEBA is accounted  for as a plan  asset of the  Company's  coal-related
     retiree medical benefit plan beginning in 2004.


                                                                               4




                               THE BRINK'S COMPANY
                                and Subsidiaries


                   INCOME (LOSS) FROM Discontinued operations
                                  (In millions)
                                   (Unaudited)





Updated                                                            Three Months Ended           Years Ended
                                                                       December 31,             December 31,
                                                                    2004        2003           2004      2003
- ---------------------------------------------------------------------------------------------------------------
 
Gain (loss) on sales of:
   Natural Gas                                                  $    -          (1.1)           -        56.2
   Timber                                                            -           4.8           20.7       4.8
   Gold                                                              -           -             (0.9)      -
   Coal                                                              5.0         -              5.0       -

Results from operations:
   Natural Gas                                                       -           -              -        11.2
   Timber                                                            -          (0.5)          (0.5)     (0.2)
   Gold                                                              -          (1.6)          (1.2)     (4.1)

Adjustments to contingent liabilities of former operations:
   Health Benefit Act liabilities                                    3.2       (31.3)           3.2     (31.3)
   Withdrawal liabilities                                            7.3       (14.0)          15.4     (17.0)
   Reclamation liabilities                                          (0.1)       (3.2)          (0.1)     (3.2)
   Workers' compensation liabilities                                (4.9)        0.2           (4.9)      0.2
   Recovery of environmental costs                                   -           5.3            -         5.3
   Other                                                            (0.4)       (2.1)          (3.3)     (2.7)
- ---------------------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations before income taxes      10.1       (43.5)          33.4      19.2
Income tax (expense) benefit                                        (4.2)       14.2          (12.5)     (8.0)
- ---------------------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations                      $    5.9       (29.3)          20.9      11.2
===============================================================================================================




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