The Brink's Company Annual Report 2004

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FY2004 Annual Report · The Brink's Company

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The Brink’s Company – 2004 Annual Report

Security
Service
Solutions

THE BRINK’S COMPANY DELIVERS

S e c u r i t y . S e r v i c e . S o l u t i o n s .

Table of Contents

Financial Highlights

To Our Shareholders

The Brink’s Company

Brink’s, Incorporated

Brink’s Home Security

BAX Global

2004 Financial Review:

Management’s Discussion and Analysis

Management’s Report on Internal Control

Over Financial Reporting

Reports of Independent Registered

Public Accounting Firm

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Selected Financial Data

Board of Directors and Senior Management

75-76

126

128

THE BRINK’S COMPANY DELIVERS

The Brink’s Company

is a global leader in business

and security services, with

three operating units:

> 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.

> BAX Global:
an industry leader in global

supply chain management

and transportation solutions.

The Brink’s Company common stock trades on the

New York Stock Exchange under the ticker symbol BCO.

Security. Service. Solutions. The Brink’s
Company Delivers. This theme captures the
essence of The Brink’s Company as a global
leader in business and security services. It also
emphasizes its number one priority of delivering
unsurpassed, premier service and technology-
enabled solutions for safeguarding people and
property – at home, at work, or en route –
throughout the world. Valued customers look
to Brink’s, Incorporated, Brink’s Home Security
and BAX Global for reliable, secure transportation,
storage and tracking of cash, other valuables
and commercial goods, and for the peace of
mind that a monitored security system provides.
The Brink’s Company truly delivers security,
service and solutions.

S e c u r i t y . S e r v i c e . S o l u t i o n s .

Financial Highlights

(Operating results for continuing operations, except where noted)

(In millions except per share data)

Operating Results

2004

2003

2002

2001

2000

Revenues

Brink’s, Incorporated

Brink’s Home Security

BAX Global

Total Revenues

Operating Profit (Loss)

Brink’s, Incorporated

Brink’s Home Security

BAX Global(a)

Total Business and Security Services(a)

Former Coal Operations

Gain on Sale of Equity Interest

Corporate Expense

Total Operating Profit(a)

Earnings per Share

Continuing Operations(b)

Net Income (loss)(b)(c)

Weighted Average Shares Outstanding(b)

1,932

1,689

1,580

1,536

1,463

346

2,440

4,718

311

1,999

3,999

144.7

112.5

71.2

3.0

186.7

(69.5)

10.4

(27 .8)

99.8

80.8

56.2

281.7

(45.9)

–

(45.9)

189.9

1.82

2.20

55.3

258

1,790

3,584

238

2,098

3,799

282

1,872

3,734

96.1

60.9

17.6

174.6

(19.2)

–

(23.1)

92.0

54.9

(27.6)

119.3

–

(21.5)

132.3

97.8

108.5

54.3

(99.6)

63.2

–

(20.2)

43.0

(0.01)

(5.12)

50.1

0.34

0.55

53.2

1.30

0.48

52.4

0.73

0.31

51.4

Cash Flow from Operating Activities(c)

280.1

300.8

241.3

320.1

369.8

Total Assets

Long Term Debt, Less Current Maturities

Shareholders’ Equity

2,678.2

181.6

674.0

2,548.6

221.5

495.6

2,459.9

304.2

381.2

2,423.2

257.4

476.1

2,478.7

313.6

475.8

(a)
(b) Diluted basis.
(c)

Includes BAX Global-related restructuring charges of $57.5 million in 2000.

Includes Discontinued Operations. 2000 net loss includes $1.04 per share charge
for the implementation of Staff Accounting Bulletin No. 101.

The financial highlights set forth above should be read only in conjunction with the 2004 Annual Report,
including Management’s Discussion and Analysis and the consolidated financial statements.

2 0 0 4 A n n u a l R e p o r t

To Our Shareholders

The Brink’s Company was able to focus entirely
on its strong core in business and security services
in 2004, following the divestiture of its remaining
natural resources businesses throughout 2003
and early 2004.

Our employees’ dedication to delivering service

excellence combined with the benefit from improving

conditions in key markets around the world enabled

the Company to post its best operating performance

in several years.

For our three businesses – Brink’s, Incorporated,

Brink’s Home Security and BAX Global – the top priority

remained providing unsurpassed service while safe-

guarding people and property. Each of the Company’s

businesses performed very well, generating solid

improvement in revenues, profits and cash flow. These

results were also a reflection of enhanced productivity

and success in seizing new growth opportunities through

deepening customer relationships and providing

value-added solutions.

Michael T. Dan

Chairman, President

and Chief Executive Officer

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S e c u r i t y . S e r v i c e . S o l u t i o n s .

“Solid operating performance resulted in continued

strong cash flow, which we used to reinvest in the

businesses and further strengthen our financial

position to support future growth.”

The Brink’s Company’s revenues increased by 18% to

$4.7 billion in 2004, reflecting improved operating performance

and the favorable impact of foreign exchange rates. This solid

top-line growth led to operating profit of $190 million, nearly

double the profit in 2003. In addition to better business

performance, we continued to manage downward the liabilities

and costs associated with former coal operations. Earnings from

continuing operations were strong at $1.82 per diluted share,

up sharply from $0.34 per share earned in 2003.

Solid operating performance resulted in continued strong

cash flow, which was used to reinvest in the businesses and further

strengthen our financial position to support future growth. We

reduced net debt levels even while addressing liabilities, including

those associated with former coal operations. In 2004, we:

• Reduced net financings by more than $120 million;

its operating performance in key geographic areas while expanding

its service offerings and presence in several markets around the

world. Since the beginning of 2004, Brink’s has built on its strong

foundation in Europe with acquisitions in Greece and Ireland.

In early 2005, Brink's acquired security operations in the U.K. and

Luxembourg. These initiatives stand to bolster Brink’s position

in its traditional cash and valuables transportation and processing

operations, as well as high-end guarding services in Europe.

Brink’s revenues increased to $1.9 billion in 2004, up 14%

from the prior year. Operating profit grew 29% to $145 million,

with an improved margin of 7.5%. Most of the growth came

from international operations which reaped the benefits from

improving economies and operating enhancements as well

as from the weaker U.S. dollar. In particular, South America

experienced economic stability, led by Venezuela. Performance

in Europe was stronger, reflecting improved results in France,

overall better market conditions and acquisitions.

Brink’s success is linked to anticipating and meeting the

growing, changing needs of our diverse customer base. In the early

• Contributed $50 million to the Voluntary Employees’

1990s, our customers were primarily banking and financial

Beneficiary Association trust (VEBA), the funding

institutions. With the introduction of value-added CompuSafe®

vehicle for retiree medical legacy costs of the former

and Cash Logistics services and a stronger emphasis on developing

coal operations, bringing the year-end market value

relationships with customers to ensure that we meet their needs,

to more than $170 million; and

• Contributed $11 million to the Company’s U.S. pension plan.

Brink’s, Incorporated

a greater proportion of Brink’s business now comes from retail

firms. Cash Logistics services, which provide comprehensive cash

management, grew again in 2004 to more than 10% of Brink’s

revenues as financial institutions and retailers continued to

outsource cash transportation, processing and secure storage.

Brink’s, Incorporated is recognized as the leader in secure

At Brink’s, our first priority is to protect our people. We

valuables transportation and logistics solutions worldwide with

work diligently to ensure that our employees return safely to their

an unmatched global footprint that encompasses more than

families every night. Tragically, we lost seven of our valued Brink’s

50 countries on six continents. Throughout 2004, Brink’s enhanced

associates due to attacks in the line of duty during 2004.

2 0 0 4 A n n u a l R e p o r t

Brink’s Home Security

Global’s full range of freight transportation and logistics services,

In 2004, Brink’s Home Security strengthened its solid market

leading to significantly improved profitability.

position as the second largest residential monitored alarm

The effect of a strengthening economy was particularly evident

company in North America, ending the year with a customer

in the U.S., as the shipping environment improved markedly

base of more than 920,000 subscribers. The strong and consistent

throughout the year and raised demand for expedited delivery

growth of this business since its inception in 1983 has been driven

products. BAX Global was able to leverage its integrated air and

by solid execution of its business model, which emphasizes

ground system to take advantage of these better market conditions.

outstanding service every step of the way. This devotion to great

A telling sign of the market’s rebound was the strong growth in BAX

customer care has not gone unnoticed. Brink’s Home Security

Global’s Freight Forwarder Network, which provides wholesale

was recognized in 2004 for call center customer satisfaction

guaranteed airport-to-airport transportation. At the end of 2004,

excellence under the J. D. Power and Associates Certified Call

the first full year of operation for the network, the number of

Center ProgramSM.

freight forwarders regularly using the service had more than

Brink’s Home Security posted another excellent year, growing its

doubled to over one hundred.

residential subscriber base by more than 10% and again improving

Already a leader in the Asia-Pacific market, BAX Global expanded

its customer retention by achieving a disconnect rate of just

its operations in China in 2004, forming new subsidiaries in the

6.6%. On the financial side, the company also had a year of

major manufacturing centers of Guangzhou and Shanghai to

outstanding performance, increasing its revenues by 11% to

serve major global customers. The world’s attention has recently

$346 million and earning record operating profit of $81 million.

been focused on the parts of Asia-Pacific devastated by the massive

In 2004, Brink’s Home Security continued to build its channels

tsunami that struck in late 2004. While BAX Global’s operations

for reaching potential new home security customers through

were not directly impacted, it was proud to be part of the world’s

major national home builders and inspection companies, as well

outpouring of support for the victims. Some of BAX Global's

as by utilizing a network of more than 100 high-quality dealers in

stations in the region helped support relief efforts, and BAX

selected markets. We also increased organizational attention on

Global's subsidiary, Air Transport International, flew needed

the attractive small business and commercial markets, formalizing

supplies to hard-hit areas.

our internal strategy and building resources to more aggressively

In Europe, BAX Global’s logistics and supply chain management

pursue opportunities in this area.

business continued to grow. To meet the increasing needs of customers

BAX Global

in a region experiencing the early stages of an economic recovery,

the company added several dedicated logistics facilities in 2004.

BAX Global continued to build upon its position as a leading

Better economic conditions and the dedication of

global supply chain management and logistics solutions provider.

12,000 BAX Global employees combined to produce a positive

At the same time, higher levels of commerce worldwide and con-

year financially. Revenues grew by more than 20% to $2.4 billion in

tinued strength in Asian markets produced greater need for BAX

2004 and operating profit was $56 million, up dramatically from

w w w . b r i n k s c o m p a n y . c o m

$3 million in 2003. Building upon the increase in shipping volumes and the

growing market for third-party logistics providers, BAX Global is focused

on further reducing the asset intensity of the operations and producing

higher profit levels that bring the business closer to the goal of earning

a better return for our shareholders.

The Brink’s Company made important strides in 2004 to further

grow profitability and improve its performance and financial strength,

while holding fast to a long-standing commitment to the highest standards

of ethical conduct, corporate governance and transparency.

To sustain our growth and market leadership, we will continue to invest

in our businesses. We expect our capital outlays in 2005 to increase about 30%,

with a significant portion of this investment going to support the acquisition

and servicing of additional subscribers at Brink’s Home Security and information

technology enhancements at Brink’s, Incorporated and BAX Global.

The Brink’s Company is poised for additional growth, improved operating

results and greater financial strength. Our businesses are sustained by strong

brands, disciplined execution of sound strategies, service excellence and an

increasing focus on technology-enabled solutions.

I am grateful to our Board of Directors, our management team and the

54,000 quality-minded employees worldwide for their hard work and

commitment to furthering The Brink’s Company’s position as a recognized

global leader in security, service and solutions.

Sincerely,

Michael T. Dan

Chairman, President and Chief Executive Officer

The Brink’s Company

March 14, 2005

S e c u r i t y . S e r v i c e . S o l u t i o n s .

Strong cash flow from operations

combined with proceeds from

asset sales have been used to

improve the Company’s financial

position. Net financings have

decreased significantly since 2000.

2 0 0 4 A n n u a l R e p o r t

* Debt (including short-term and long-term borrowings), plus amount sold under receivables securitization facility, less cash and cash equivalents. See Capitalization in Management's Discussion and Analysis.The Brink's Company Net Financings* ($ millions)00 01 02 03 04$427$223$100$323$329The Brink’s Company

The Brink’s Company, based in Richmond, Virginia, is a Fortune 500®
global business and security services company with 2004 revenues
of $4.7 billion, 54,000 employees worldwide and operations in over
130 countries.

Brink’s, Incorporated is a leading provider of

armored car transportation, ATM servicing, currency

and coin processing and other value-added services to

banks, retailers and other commercial and governmental

agencies across the world.

Brink’s Home Security is the second-largest

provider of monitored security services for residential

and commercial properties in North America and a

recognized leader in service quality.

BAX Global is one of the world’s leading supply

chain management and transportation solutions

companies offering multi-modal logistics management

for business- to-business shippers.

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Three Businesses, One Approach

The Brink’s Company operates three leading business and

security services businesses, each in a different market segment.

Yet the Company uses a common approach in managing its

businesses that focuses on quality service, strong brands, risk

management and a patient and disciplined approach to the

marketplace. This approach allows Brink’s, Incorporated, Brink’s

Home Security and BAX Global to strive to be the premium

providers of services and solutions, while producing solid financial

results and creating long-term value for shareholders.

The business mix for the Company in 2004 reflected balanced

contributions from each line of business. About half of 2004

revenues came from business services (BAX Global) and half from

security services (the two Brink’s businesses). Importantly, BAX

Global’s improved performance allowed it to generate about 20%

of total operating profit for the year, up from just 2% of operating

profit in 2003. Meanwhile, Brink’s, Incorporated accounted for

over half of total operating profit in 2004. Reflecting its best-

in-class operations, Brink’s Home Security produced more than

one-fourth of total operating profit, despite contributing the

smallest percentage of revenue.

S e c u r i t y . S e r v i c e . S o l u t i o n s .

2 0 0 4 A n n u a l R e p o r t

Brink's HomeSecurityBrink's, IncorporatedBAX Global52%7%41%The Brink's Company 2004 Revenue by Business SegmentThe Brink's Company 2004 Operating Profit by Business Segment(Business and Security Services)Brink's,IncorporatedBrink's HomeSecurityBAX Global51%29%20%Brink’s, Incorporated

w w w . b r i n k s c o m p a n y . c o m

Brink’s, Incorporated. The Brink’s name is well known

around the world. It proudly stands for trust, integrity,

security, efficiency and world-class service.

From its beginning as a cartage business on the streets of Chicago

more than 145 years ago, Brink’s has grown to become a global leader in

secure valuables transportation and logistics solutions around the world.

With more than 650 facilities, 7,800 vehicles and a dedicated staff

of 39,000 employees operating in North America, South America,

Europe and Asia-Pacific, Brink’s offers unparalleled global reach. But

the “Brink’s Difference” goes beyond scope and size; what distinguishes

Brink’s, Incorporated from others in the industry is its security expertise,

tradition of innovation, leading technology and financial strength.

More Than Armored Cars

The historical core of the Brink’s business is moving cash and other

valuables in an armored vehicle, a service that requires careful management

of risk. It can only be consistently performed well by highly trained, quality

employees – like those who proudly wear the Brink’s uniform. Our training

and hiring practices are second to none, and the well-earned reputation

for excellent service is the main reason businesses turn to Brink’s when risk

management is critical.

While Brink’s is best-known for its armored trucks, they are but one dimension

to the company’s business. Brink’s operates across a broad spectrum of secure

logistics that goes beyond pick up and delivery and includes creating powerful,

cost-effective solutions to today’s increasingly complex security and information

challenges. Brink’s reputation for safety and security, and a commitment

Brink’s proprietary CompuSafe® service is an advanced closed-loop cash

management system for convenience stores, restaurants and other

cash-intensive operations. It incorporates currency recognition technology,

secure storage and an electronic interface for integration with back-office

systems and point-of-sale units.

S e c u r i t y . S e r v i c e . S o l u t i o n s .

2 0 0 4 A n n u a l R e p o r t

Brink's, Incorporated Revenues($ millions)00 01 02 03 04$1,463$1,536$1,580$1,689$1,932North AmericaInternationalBrink's, Incorporated Operating Profits($ millions)00 01 02 03 04$109$92$96$113$145North AmericaInternationalBrink’s employs the latest technology

in providing premier cash handling

services, such as this automated

data gathering device used to track

bar-coded information on sealed

bags of currency.

w w w . b r i n k s c o m p a n y . c o m

to innovation, was the foundation for Brink’s expansion into ATM

services, Global Services, coin processing, CompuSafe® services and,

more recently, Cash Logistics. Brink’s continues to develop high-tech

and web-based solutions such as virtual vault, digital check imaging

and the Brink’s iCash™ suite of information tools.

Brink’s today is a leader in providing comprehensive ATM

services to banks and other ATM operators. These services include

cash replenishment, advanced cash monitoring and forecasting

capabilities, deposit pick up and processing. Brink’s also provides

web information tools through its ATM Management System that

delivers timely and convenient consolidated electronic reports for

simplified reconciliation.

Brink’s Global Services is the world’s leading provider of global

risk management and secure logistics for valuables, including

diamonds, jewelry, precious metals, securities, currency, high-tech

devices, electronics and pharmaceuticals. Brink’s offers an integrated

security process featuring pick up, secure transportation and stor-

age, and inventory management.

The coin handling process was revolutionized by Brink’s with

its development and manufacture of patented high-speed sorting

and wrapping machines that have the highest throughput speed

of any coin sorting and counting equipment in the industry. It

is not surprising that today Brink’s is the world’s leading provider

of coin wrapping and processing services for retailers, highway

authorities and operators of retail coin counting machines.

CompuSafe® service is an advanced and powerful cash manage-

ment solution designed for cash-intensive operations including

convenience stores, restaurants, retail chains, sports and entertain-

ment venues and hospitals. CompuSafe® service is a proprietary,

closed-loop system that incorporates paper currency recognition tech-

nology to read and validate bills, secure cassettes for note storage,

software for managing sales reconciliation and an electronic interface

to integrate with back-office systems and point-of-sale units. With

about 4,600 units in service today, Brink’s continues to expand this

value-added solution to a wide range of large and small enterprises.

In 2001, Brink’s launched its Cash Logistics business to provide

fully integrated management of the entire cycle of cash from point-

of-sale through deposit at the bank. The process includes cashier

S e c u r i t y . S e r v i c e . S o l u t i o n s .

balancing and reporting, deposit processing and consolidation,

Athens. In early 2005, Brink’s completed the acquisition of the

and electronic information exchange. Cash Logistics enables

remainder of an existing operation in Ireland and purchased

financial institutions and retailers to outsource non-core

security service operations that expand its presence in the

activities, allowing them to focus instead on sales and service

United Kingdom and Luxembourg.

to their customers.

In 2004, Brink’s invested more than $75 million to support

growth and in particular to strengthen the company’s technology

Introducing the Next Generation of Services

base and to keep pace with the service demands of our customers.

Building on its tradition of innovation and advanced

We expect to support the growth of Brink’s with increased capital

technology, Brink’s continues to develop and introduce the latest

investment in 2005, emphasizing the development of sophisticated

value-added service enhancements. With the enactment of the

information systems that provide customers with greater visibility

Check Clearing for the 21st Century Act (Check 21) in late 2004,

across the valuables logistics chain.

legal stature was given to electronic images of paper checks,

The Brink’s mission is clear: to be the world’s leading risk

enabling a faster clearing process. The Brink’s solution provides

manager for cash logistics and high-value markets, offering

digital check image capture and electronic presentation through-

integrated services driven by forward thinking, advanced

out its branch network. Combining check imaging with its Cash

technology and the dedication of quality-minded employees.

Logistics services and secure transportation, Brink’s is able to

offer banks a means to expand into new markets without bricks

and mortar investment. Called virtual vault, this service is an

integrated check and cash processing solution enabling commer-

cial deposit processing virtually anywhere in the United States.

The latest innovation is Brink’s iCash™, a sophisticated cash vault

processing system based on central database technology. It pro-

vides financial institutions and retailers with tools to track and

manage cash inventories, deposits and change orders online.

Brink’s continues to explore opportunities to leverage

the company’s trusted name in security. Brink’s Document

Destruction®, a comprehensive security solution for the disposal of

confidential wastepaper, is offered in selected cities including New

York, Chicago and Boston. This on-site service uses a fleet of

trucks equipped with the most advanced paper shredding system

available today.

Investing in Growth

In 2004, Brink’s expanded in selected markets around the

world. Brink’s acquired a security operation in Greece in which it

had been a stakeholder. This business, which includes manned

guarding services, benefited in 2004 from the additional security

requirements associated with the summer Olympic Games in

Brink’s Global Services is the leading provider of risk

management and secure logistics for diamonds,

jewelry, precious metals and other valuables.

2 0 0 4 A n n u a l R e p o r t

Brink’s Home Security

w w w . b r i n k s c o m p a n y . c o m

Brink’s Home Security. In a little more than twenty

years, Brink’s Home Security has grown steadily

to become the second largest residential alarm

company in North America.

Building upon the heritage of the Brink’s brand – a name synonymous with

safety and security – and deploying highly effective mass marketing, Brink’s

Home Security has developed a base of more than 920,000 subscribers across

the United States and Western Canada. In 2004, the company grew its customer

base by more than 87,000, a net growth rate of over 10%. Brink’s Home Security

has attracted and maintained a quality subscriber base by targeting customers

with solid credit histories who value the high quality service the company provides.

The key to Brink’s Home Security’s strong growth has been a commitment

to outstanding service, from sales and installation through monitoring and

customer care. Called “Creating Customers for Life,” this commitment permeates

every element of customer interaction, enabling the company to achieve industry

leading customer retention rates and consistently strong financial results.

Outstanding Service, Right from the Start

At Brink’s Home Security service begins at the very first contact with a

potential customer and continues throughout each step of the process. The

company’s 3,000 dedicated employees – from sales consultants and skilled

technicians to monitoring and customer care representatives – are totally

focused on ensuring customer satisfaction and building loyalty.

Through its branches and dealer network, Brink’s Home Security provides

quality alarm installation and service in more than 250 metropolitan

areas in North America.

S e c u r i t y . S e r v i c e . S o l u t i o n s .

2 0 0 4 A n n u a l R e p o r t

Brink's Home Security Revenues($ millions)00 01 02 03 04$238$311$346$258$282Brink's Home Security Operating Profits($ millions)00 01 02 03 04$54$71$81 $55$61Getting the relationship off to a solid start requires the design

and installation of a quality security system followed by effective

customer orientation. Brink’s Home Security’s consistent adherence

to strict guidelines for installation and false alarm reduction, as

well as standards of quality for customer service, has made it the

only national security company to earn the Installation Quality (IQ)

Certification. This prestigious designation is awarded by the

Installation Certification Board, an organization of police, fire,

insurance, security and state regulatory professionals. Brink’s Home

Security works to increase satisfaction among new residential and

small business customers by providing a hands-on tutorial at the

time of installation, a handy orientation video for future reference

and online self-service capabilities.

Brink’s Home Security responds quickly and professionally to

alarms and customer calls from its Customer Monitoring Center in

Irving, Texas. This state-of-the-art facility is home to both highly

trained monitoring representatives and customer care specialists.

Together, they provide “peace of mind, 24 hours a day” through their

dedication to rapid response and quality service around the clock.

The Brink’s Home Security team is supported by robust infor-

mation systems and online tools to efficiently handle a variety of

inquiries. For example, the MyCustomer system allows representatives

to quickly reference important information such as account

details, equipment features and diagnostic tools to efficiently

respond to customer inquiries. MyBrinks.com, a convenient and

easy to use web site for customers, offers online bill payment,

account management and answers to commonly asked questions.

This customer service option combined with a telephone-based

voice response system became increasingly popular with Brink’s

Home Security subscribers in 2004 with more than 25% of inquiries

being handled through these convenient self-service options.

In 2004, Brink’s Home Security was recognized for customer

satisfaction excellence under the J. D. Power and Associates

Certified Call Center ProgramSM. This distinction acknowledged

the company’s strong commitment to providing an outstanding

customer service experience and followed a detailed audit of recruit-

ing, training, quality assurance and other key aspects of service.

Brink’s Home Security provides monitored

alarm services for a growing number of small

business and commercial customers, such as

convenience stores, restaurants and other

retail establishments as well as small

office/warehouse environments.

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Expanding to Serve a Growing Market

Low interest rates and a strengthening U.S. economy are driving robust real

estate and single-family home construction markets while stimulating small business

growth as well. At the same time, market penetration of residential alarm systems in

existing homes remains relatively low at less than 30%. Brink’s Home Security

continues its significant investment in new subscriber acquisition, technology and

security solutions to serve these growing markets.

In 2004, Brink’s Home Security committed nearly $120 million in capital to its

business with more than 90% of the capital outlays supporting new customer instal-

lations. Investments were also made in information technology and training that

support Brink’s Home Security’s best-in-class service capabilities. To accommodate

anticipated growth and further strengthen its service and back-up capabilities, the

company is planning to construct a second monitoring and customer care

facility outside of Texas in 2005.

Historically, Brink’s Home Security established its position as a leading

monitored alarm company by building its subscriber base organically through

its own branches primarily by retrofitting existing single-family homes. Today,

growth is also coming from the providing of security solutions through other

channels and in additional markets.

Home Technologies offers home builders a bundled home security and low-

voltage wiring solution. The company continues to work closely with a majority of

the nation’s top home builders in an expanding number of markets to install wiring

and cabling that interconnects telephones, televisions, computers, sound

systems and home theaters – in addition to security systems.

Brink’s Home Security has also increased its very successful dealer network,

which is used to expand the company’s geographic reach and leverage its national

marketing programs. For several years, qualified dealers have been utilized in

markets where the company does not have a branch office. Today, there are more

than 100 highly trained dealers in 120 markets across North America that accounted

for more than 15% of installations for Brink’s Home Security in 2004.

An important initiative in 2005 will be the continued expansion of the

company’s presence in the small business and commercial market segments,

led by a dedicated Brink’s Business Security team.

S e c u r i t y . S e r v i c e . S o l u t i o n s .

2 0 0 4 A n n u a l R e p o r t

00 01 02 03 047.67.67.16.96.6Brink's Home Security Subscriber Disconnect Rate(Percent)Brink's Home Security Total Subscribers(thousands)00 01 02 03 04675834921714767BAX Global

w w w . b r i n k s c o m p a n y . c o m

BAX Global. From Shanghai to Seattle and São Paolo

to Sarajevo, BAX Global’s logistics and supply chain

solutions for today’s international marketplace are

essential for the giants in industry — and are just as

important for smaller growing companies who need

more than freight transportation.

The business model diversification that BAX Global began several years

ago has broadened it from a traditional asset-based freight company to

a leading global supply chain management and multi-modal transportation

firm, offering logistics solutions for business-to-business shippers. Today

BAX is a $2.4 billion global enterprise with an integrated network

supported by nearly 500 offices in 133 countries.

Building on Strong Presence in Asia-Pacific

BAX Global has a leading presence as a provider of third-party logistics

(3PL) services in the fast-growing Asia-Pacific market, an international hub

for manufacturing.

A key to BAX Global’s success is developing tailored solutions that help

companies run their businesses better. In 2004, BAX Global was selected as

the sole 3PL provider to support the major business expansion of the semi-

conductor division of Samsung Electronics Co., Ltd., a core division of the

Samsung Corporation. The appointment of BAX to provide logistics and

transportation services is the result of a global streamlining program at Samsung

dubbed the “1C1B” – One Contact One Bill program. Under this exclusive new

Critical to BAX Global’s selection to manage Samsung Electronics’ complex

logistics requirements was the ability to meet and exceed stringent requirements

for security, warehousing, logistics infrastructure and IT capabilities.

S e c u r i t y . S e r v i c e . S o l u t i o n s .

2 0 0 4 A n n u a l R e p o r t

BAX GlobalRevenues($ millions)00 01 02 03 04$2,098$1,999$2,440$1,790$1,872Supply Chain ManagementOtherInternational Freight ForwardingOcean Import/Export22%9%55%10%4%North AmericanAir FreightBAX Global 2004 Revenue MixBAX Global offers complete ocean freight

contract handled by BAX’s network of Asia-Pacific offices,

Samsung consolidated business previously handled by nine 3PLs

in North Asia and two major 3PLs in Southeast Asia.

International revenues for BAX Global grew by 24% in 2004,

due to even stronger growth in Asia-Pacific. All major markets in

the region, particularly Hong Kong as the strategic gateway to China,

contributed to the excellent growth and BAX Global continued to

expand in line with increasing market demand. New subsidiaries

were formed in Guangzhou and Shanghai, two important manufac-

turing centers. In addition, BAX became the first major logistics

company to set up a warehousing business in a new category called a

“type B bonded logistics center.”

Leveraging BAX Global’s Integrated
North American Network

About 48% of BAX Global’s business is derived from the

Americas, predominantly the U.S. In 2004, an improving U.S.

economy led to increased shipping volumes, higher export activity

and major new business wins, helping the region to profitability.

In the U.S., BAX Global’s wholesale airport-to-airport service

started in mid-2003 – BAX Forwarder Network – filled a niche and

grew rapidly. Within North America, BAXSaver®, a time-definite

alternative for less than truckload service, generated its highest

revenue to date. Building on its reputation for service, BAX enhanced

its central customer support with dedicated experts to manage

multinational customers. A new centralized sales organization was

established, handling direct sales to smaller shippers, efficiently

expanding BAX’s market reach.

Driving Solutions with Technology

Increasingly, customers look to BAX to handle not only the

movement and management of goods, but also to facilitate the

process with technology-enabled tools that make administration,

from scheduling to tracking, easier and more efficient.

logistics around the world. Through its Cargo

Management Service that provides global

ocean freight tracking and reporting capabili-

ties, BAX makes transfers through complex

ports such as Shanghai easier to trace.

w w w . b r i n k s c o m p a n y . c o m

($100)*$3$56($28)$18$18BAX GlobalOperating Profits($ millions)00 01 02 03 04* Includes restructuring charges of $57 million S e c u r i t y . S e r v i c e . S o l u t i o n s .

To facilitate imports and exports, BAX enhanced its integrated

in a repeatable model. It plans to provide mid-size companies the

ocean capabilities by adding a web-based Cargo Management

same tools as those developed for multinational customers, all

Service and expanding real-time tracking of ocean shipments Intra-

backed by BAX Global’s outstanding service levels. In 2005 BAX

Asia and from Asia to North America. This service enables BAX cus-

Global is positioned to further grow in the rapidly expanding Asian

tomers to manage the complexities and demands of sourcing from

marketplace and to seize opportunities in the improving U.S. and

Asia-Pacific suppliers.

European economies.

Customer usage of secure web-based applications increased,

* JP Morgan Transportation Outsourcing Survey – December 27, 2004, page 9

particularly in shipment tracking. BAXTRAXSM grew to 2.9 million

web tracking transactions, which reduced costs for customer serv-

ice calls. BAX continued to enhance and add tools in 2004 to its

MyBAX extranet, expanding ocean tracking capabilities and offer-

ing online customs brokerage visibility for U.S. importers.

Functionality was added for Forwarder Network customers too,

including tools for booking, shipment tracking and reporting.

Managing for Growth in Europe

Already a major player in the European market, BAX added two

logistics facilities in 2004 and has additional fulfillment centers

planned for 2005 to support growth in supply chain management in

the region.

BAX was awarded a multi-year worldwide transportation and

logistics management services contract from Raytheon Aircraft

Company for its manufacturing-related ocean inbound and out-

bound cargo. Specialized ocean containers are used for shipping

Raytheon’s aircraft fuselage and wings from the United Kingdom to

Kansas. Additionally, BAX is coordinating Raytheon’s inbound air

transportation of parts and products to support manufacturing and

parts replenishment for aircraft maintenance.

Growth Opportunities in an Expanding Market

In the next five years the logistics industry is projected to grow

at a rate of 15-20% per year, according to a JP Morgan survey.* In a

marketplace without dominant leaders, BAX Global plans to create

an advantage by focusing on business enterprise logistics solutions

Air Transport International L.L.C.

Air Transport International L.L.C. (ATI), a U.S. airline

headquartered in Little Rock, Arkansas, is licensed by
the U.S. Federal Aviation Administration and the U.S.
Department of Transportation to conduct worldwide
cargo and passenger operations.

ATI offers a full range of contract and charter services
to air cargo forwarders and brokers, other airlines, major
corporations, government and military agencies and
other customers with special requirements. ATI’s fleet of
re-engined DC8 - 70 freighters provides a significant portion
of scheduled lift for BAX Global’s U.S. network. ATI also
operates a fleet of DC8 “Combi” aircraft, which carry 32
passengers in addition to cargo.

ATI’s operations include diverse activities such as
movement of thoroughbred racehorses and rare animals,
transportation of music and stage shows and scheduled
flights under contract to the U.S. Government. In early
2005, ATI flew relief supplies to Malaysia, Sri Lanka and
Myanmar for victims of the tsunami.

ATI manages its worldwide activities 24 hours a
day, 365 days a year with a team of 575 employees
dedicated to safety, service, efficiency and value.

2 0 0 4 A n n u a l R e p o r t

The Brink’s Company

Celebrating 75 Years on The New York Stock Exchange

The Brink’s Company was listed on The New York Stock Exchange in 1930, and in 2005, the

Company marked 75 years as a public corporation, a notable achievement in today’s challenging

business world.

During that time, the Company and its operations have undergone many changes. What began

as a coal company in the 1830s has diversified and grown into a Fortune 500® global leader in business

and security services. The ability to not only survive but thrive is a testament to the vision and hard

work of the thousands of men and women who have been a part of The Brink’s Company’s success.

We celebrate their contributions and the strong foundation they laid for future growth and prosperity.

w w w . b r i n k s c o m p a n y . c o m

2 0 0 4 F I N A N C I A L R E V I E W

Security
Service
Solutions

THE BRINK’S COMPANY DELIVERS

2 0 0 4 A n n u a l R e p o r t

2004 ANNUAL REPORT

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:

•

Brink’s, Incorporated (“Brink’s”)

•

Brink’s Home Security, Inc. (“BHS”)

•

BAX Global Inc. (“BAX Global”)

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® service.

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 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.

The Brink’s Company

2004 ANNUAL REPORT

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:

• Growth in revenues and earnings

• Generation of cash flow

•

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:

•

Retained Liabilities and Assets of Former Natural Resource Operations

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.

The Brink’s Company

2004 ANNUAL REPORT

RESULTS OF OPERATIONS

Overview of Results

(In millions)

Income (loss) from:

Continuing operations
Discontinued operations

Net income

Years Ended December 31,

% change

2004

2003

2002

100.6
20.9
121.5

18.2
11.2
29.4

69.4
(43.3)
26.1

2004

200+
87
200+

2003

(74)
NM
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.

The Brink’s Company

2004 ANNUAL REPORT

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 concludes 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.

The Brink’s Company

2004 ANNUAL REPORT

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.

• Natural gas business – sold in August 2003 for a $56.2 million pretax gain

•

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)

• 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.

(In millions)
Penalties on unpaid value-added taxes
Duties
Amount charged to operating expenses
Interest expense on unpaid value-added taxes and customs duties

Year Ended
December 31, 2004

0.4
0.7
1.1
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.

The Brink’s Company

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

2004 ANNUAL REPORT

Business Segments

Brink’s

BHS

BAX Global

Business segments

Corporate

Gain on sale of equity

interest

Former coal operations

$ 1,931.9

1,689.0

1,579.9

345.6

2,440.6

4,718.1

310.4

1,999.2

3,998.6

282.4

1,871.5

3,733.8

$ 4,718.1

3,998.6

3,733.8

$ 144.7

80.8

56.2

281.7

(45.9)

112.5

71.2

3.0

186.7

(27.8)

10.4

(69.5)

96.1

60.9

17.6

174.6

(23.1)

200+

(83)

(100)

(19.2)

(200+)

(25)

$ 189.9

99.8

132.3

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.

The Brink’s Company

2004 ANNUAL REPORT

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:

•

Brand name and reputation for high quality service

Broad geographic coverage

Proprietary processing and information systems

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.

The Brink’s Company

2004 ANNUAL REPORT

Years Ended December 31,

% change

2004

2003

2002

2004

2003

733.7

1,198.2

1,931.9

55.2

89.5

144.7

81.0

76.2

716.2

972.8

1,689.0

53.4

59.1

112.5

70.6

80.9

694.9

885.0

1,579.9

52.2

43.9

96.1

61.3

79.3

(6)

(In millions)

Revenues

North America (a)

International

Operating Profit

North America (a)

International

Cash Flow Information

Depreciation and amortization

Capital expenditures

(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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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)

Revenues

Operating Profit

Recurring services (a)

Investment in new subscribers (b)

Monthly recurring revenues (c)

Cash Flow Information

2003

310.4

125.9

(54.7)

71.2

2002

282.4

109.5

(48.6)

60.9

2004

345.6

147.8

(67.0)

80.8

26.1

23.3

21.1

Depreciation and amortization (d)

51.5

47.9

43.9

Impairment charges from subscriber

disconnects

Amortization of deferred revenue (e)

Deferred subscriber acquisition costs

38.4

(26.1)

34.3

(25.0)

32.3

(23.9)

(current year payments)

(19.5)

(18.4)

(17.7)

Deferred revenue from new subscribers

(current year receipts)

Capital expenditures

34.6

117.6

28.2

98.0

27.1

86.9

2004

(22)

2003

(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.

(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.

The Brink’s Company

2004 ANNUAL REPORT

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

(Subscriber data in thousands)

2004

2003

2002

2004

2003

Years Ended December 31,

% change

Number of subscribers:

Beginning of period

Installations

Disconnects

End of period

Average number of subscribers

Disconnect rate (a)

833.5

146.0

(58.1)

921.4

875.5

766.7

121.9

(55.1)

833.5

797.5

6.6%

6.9%

713.5

105.8

(52.6)

766.7

739.0

7.1%

(5)

(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.

The Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

Monthly recurring revenues (“MRR”) (a)

Amounts excluded from MRR:

Amortization of deferred revenue

Other revenues (b)

Revenues on a GAAP basis:

December

January – November

January – December

Years Ended December 31,

2004

26.1

2.1

1.8

30.0

315.6

345.6

2003

23.3

2.0

2.4

27.7

282.7

310.4

2002

21.1

2.0

1.2

24.3

258.1

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

Revenues

Americas (a)
International (b)
Eliminations

Operating Profit (Loss)

Americas (a)
International (b)
Corporate and other

Cash Flow Information

Depreciation and amortization
Capital expenditures

Operating Statistics

Intra-America revenue
Worldwide expedited freight services:
Revenues
Weight in pounds

Years Ended December 31,

% change

2004

2003

2002

2004

2003

1,161.8
1,366.6
(87.8)
2,440.6

22.6
49.5
(15.9)
56.2

41.8
25.4

554.5

1,847.4
1,805.3

976.0
1,098.3
(75.1)
1,999.2

(30.9)
41.2
(7.3)
3.0

47.0
23.6

464.6

1,501.0
1,568.0

989.9
951.7
(70.1)
1,871.5

(15.1)
43.8
(11.1)
17.6

44.4
27.1

468.6

1,452.4
1,530.3

19
24
(17)
22

NM
20
(118)
200+

(11)
8

23
15

(1)
15
(7)
7

(105)
(6)
34
(83)

6
(13)

(1)

3
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.

The Brink’s Company

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

2004 ANNUAL REPORT

BAX Global’s Products

Heavy Freight Services:
Expedited

• Overnight delivery

•

Second-day delivery

• Wholesale freight forwarding

•

Air import and export delivery

Nonexpedited
•

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

•

Customs brokerage services

Aircraft charter services

• Ocean delivery

Supply Chain Management Services

2004

Region offered

Worldwide

Americas

Worldwide

Americas

Worldwide

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

Corporate Expense – The Brink’s Company

(In millions)

2004

Corporate expense

45.9

2003

27.8

2002

23.1

2004

2003

Years Ended December 31,

% change

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

Legacy liabilities:

December 31, 2004

Add Back

Amounts Not

Present-Value

Yet Recognized

Effect

Under GAAP

Legacy

Value

Company-sponsored retiree medical (a):

Before Medicare subsidy and VEBA

676.5

Medicare subsidy value

VEBA

Company-sponsored retiree medical

Health Benefit Act (b)

Black lung (c)

Multi-employer pension plans withdrawal liability (d)

Workers’ compensation

Advance minimum royalties

Reclamation

Legacy liabilities

Legacy assets:

Other assets (e)

Deferred tax assets (f)

(58.8)

(172.4)

445.3

104.1

55.2

36.6

30.2

13.0

4.6

689.0

15.5

261.7

81.4

28.5

(375.6)

53.0

8.0

(314.6)

(13.7)

(328.3)

(133.4)

GAAP

Amount

300.9

(5.8)

(164.4)

130.7

185.5

41.5

36.6

30.2

13.0

4.6

442.1

15.5

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.

The Brink’s Company

2004 ANNUAL REPORT

(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.

The Brink’s Company

2004 ANNUAL REPORT

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

Estimated effect of Medicare subsidy

Subtotal

Health Benefit Act

Black lung

Withdrawal liability

Workers’ compensation

Advance minimum royalties

Reclamation and inactive mine costs

Administration and other

Cash proceeds and receipts

Total

VEBA contributions (a)

(3)

(6)

$ 102

(3)

(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

Estimated effect of Medicare subsidy

Estimated investment income in VEBA (a)

Subtotal

Black lung

Pension (b)

Administrative, legal and other coal expenses, net

Other income, net (c)

Total

(1)

(3)

(6)

(9)

(7)

(15)

(7)

(16)

(7)

(18)

(7)

(19)

(7)

(21)

(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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

Assigned and other

Unassigned

Total

Legacy
Value
(discounted)

Add-Back
Present-Value
Effect

GAAP
basis
(undiscounted)

2004

2003

2004

2003

2004

2003

104

106

120

186

132

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).

The Brink’s Company

2004 ANNUAL REPORT

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

(In millions)

Gain (loss) on sale of

Timber

Gold

Natural Gas

Coal

Results from operations

Timber

Gold

Natural Gas

Coal

Adjustments to contingent liabilities of former operations

Health Benefit Act liabilities

Withdrawal liabilities

Reclamation liabilities

Workers’ compensation liabilities

Recovery of environmental costs

Other

Income (loss) from discontinued operation before income taxes

Income tax benefit (expense)

20.7

(0.9)

5.0

(0.5)

(1.2)

3.2

15.4

(0.1)

(4.9)

(3.3)

33.4

(12.5)

Income (loss) from discontinued operations

20.9

Years Ended December 31,

2004

2003

2002

4.8

56.2

(0.2)

(4.1)

11.2

(31.3)

(17.0)

(3.2)

0.2

5.3

(2.7)

19.2

(8.0)

11.2

13.2

(1.0)

(7.6)

9.0

(28.1)

(24.0)

(26.8)

(65.3)

22.0

(43.3)

The Brink’s Company

2004 ANNUAL REPORT

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.

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 Brink’s Company

2004 ANNUAL REPORT

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.

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.

The Brink’s Company

2004 ANNUAL REPORT

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

Gains on sale of operating assets, net

5.9

Impairment loss

Foreign currency transaction gains, net

Royalty income

Share in earnings of equity affiliates

Penalties on unpaid value-added taxes

Other

Total

(5.8)

2.2

1.6

1.0

(0.4)

4.6

9.1

7.7

(1.3)

3.2

1.7

0.3

4.0

15.6

2.0

1.3

1.2

0.7

5.2

2004

(23)

200+

(31)

(6)

200+

(42)

2003

(75)

200+

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

(In millions)

Interest income

Years Ended December 31,

% change

2004

2003

4.6

6.2

2002

3.1

2004

(26)

2003

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

(In millions)

Interest expense

Years Ended December 31,

% change

2004

2003

22.9

25.4

2002

23.0

2004

(10)

2003

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

The Brink’s Company

2004 ANNUAL REPORT

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

(In millions)

2004

2003

Stabilization Act compensation

2002

5.9

2004

2003

Years Ended December 31,

% change

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)

Gain (loss) on sale of marketable securities

Discounts and other fees of accounts receivable

2004

4.3

2003

(0.2)

securitization program

(1.7)

Gain on monetization of coal royalty agreement

Other, net

Total

0.2

2.8

2.6

1.6

2.3

2002

0.8

(1.6)

(4.4)

(5.2)

2004

(100)

(88)

2003

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

(In millions)

Minority Interest

Years Ended December 31,

% change

2004

2003

12.9

9.0

2002

3.3

2004

2003

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.

The Brink’s Company

2004 ANNUAL REPORT

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

Years Ended December 31,

2004

2003

2002

2004

2003

2002

Income tax expense (benefit)

Effective tax rate

(in millions)

(in percentages)

Continuing operations

Discontinued operations

60.9

12.5

55.7

8.0

40.4

(22.0)

37.7%

37.4 %

75.4%

41.7%

36.8%

33.7%

Overview

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

•

changes in valuation allowances, and

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.

The Brink’s Company

2004 ANNUAL REPORT

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

•

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

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

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.

The Brink’s Company

2004 ANNUAL REPORT

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

(In millions)

Cash flows from operating activities

Continuing operations:

Years Ended December 31,

$ change

2004

2003

2002

2004

2003

Before changes in operating assets and liabilities

322.0

Changes in assets and liabilities, including working capital

(42.1)

Discontinued operations:

Natural gas, timber and gold

Coal

Operating activities

Cash flows from investing activities

Continuing operations:

0.2

280.1

264.8

16.8

19.2

300.8

276.6

21.1

10.2

(66.6)

241.3

57.2

(58.9)

(19.0)

(20.7)

(11.8)

(4.3)

9.0

66.6

59.5

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

Notes receivable and settlement of royalty agreement

Subtotal of natural resource cash proceeds

Contributions to VEBA (a)

Acquisitions

Other

Discontinued operations:

Natural gas, timber and gold

Coal

Investing activities

28.6

28.6
-
(14.8)
9.9

(0.8)
-

119.4

26.0

145.4

(82.0)

(8.1)

17.9

42.3

(0.1)

4.4

(8.8)

(10.9)

(19.7)

(90.8)

(26.0)

(116.8)
82.0
(6.7)
(8.0)

8.0
-

(222.5)

(162.2)

(208.4)

(60.3)

77.1

26.0

103.1

(82.0)

(8.0)

13.5

2.1

19.7

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.

The Brink’s Company

2004 ANNUAL REPORT

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

(In millions)

Capital Expenditures

Brink’s

BHS

BAX Global

Corporate and other

Capital expenditures

Aircraft heavy maintenance expenditures

Years Ended December 31,

$ change

2004

2003

2002

2004

2003

76.2

117.6

25.4

1.1

220.3

25.1

80.9

98.0

23.6

0.2

202.7

23.9

79.3

86.9

27.1

0.1

193.4

31.0

4.7

(19.6)

(1.8)

(0.9)

$ (17.6)

$ (1.2)

(1.6)

(11.1)

3.5

(0.1)

(9.3)

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

2004

2003

2002

2004

2003

Years Ended December 31,

$ change

Cash flows before financing activities

Continuing operations:

Business segments:

Brink’s

BHS

BAX Global

Subtotal of business segments

Corporate and former operations:

Proceeds from sale of natural resource interests

Contributions to the VEBA, net

Contributions to primary U.S. pension plan

Other, including payments for coal-related

obligations in 2004 and 2003

Subtotal of continuing operations

Discontinued operations:

Natural gas, timber and gold

Coal

103.7

47.6

10.6

161.9

28.6

(50.0)

(11.0)

(71.3)

58.2

(0.6)

Cash flows before financing activities

57.6

63.6

28.8

4.0

96.4

145.4

(82.0)

(20.0)

(11.6)

128.2

10.4

138.6

57.6

26.3

13.4

97.3

42.3

(35.1)

15.4

119.9

(0.7)

(86.3)

32.9

40.1

18.8

6.6

65.5

(116.8)

32.0

9.0

(59.7)

(70.0)

(11.0)

(81.0)

6.0

2.5

(9.4)

(0.9)

103.1

(82.0)

15.1

(27.0)

8.3

11.1

86.3

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.

The Brink’s Company

2004 ANNUAL REPORT

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

(In millions)

Short-term debt

Revolving Facility

Senior Notes

Other

Net borrowings (repayments) of debt

Repurchase of stock

Dividends

Proceeds from exercise of stock options and other

2004

(9.1)

(12.5)

(17.5)

(39.1)

(5.4)

22.4

Cash flows from financing activities

(22.1)

Years Ended December 31,

2003

(15.1)

(98.1)

(5.6)

(118.8)

(5.3)

1.1

(123.0)

2002

9.1

(7.2)

20.0

(22.2)

(0.3)

(11.1)

(5.7)

0.4

(16.7)

The Brink’s Company

2004 ANNUAL REPORT

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
December 31,
2004

Outstanding Balance

December 31,

2004

2003

$ change (b)

(In millions)

Debt:

Short-term debt:

Multi-currency revolving facility

and other committed facilities (a)

27.5

382
43

462

Long-term debt:
Revolving Facility

Letter of Credit Facility
Senior Notes
Dominion Terminal

Associates (“DTA”) bonds

Other

Debt

Shareholders’ equity

Other Liquidity Information:
Cash and cash equivalents
Amount sold under accounts receivable

securitization facility

Net Debt (c)
Net Financings (c)

18.4
-
95.0

43.2
60.1

$ 244.2

$ 674.0

$ 169.0

25.0
75.2
100.2

35.8

30.9
-
95.0

43.2
69.6

274.5

495.6

128.7

77.0
145.8
222.8

(8.3)

(12.5)
-
-

-
(9.5)

(30.3)

178.4

40.3

(52.0)
(70.6)
(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.

The Brink’s Company

2004 ANNUAL REPORT

Reconciliation of Net Debt and Net Financings to GAAP Measures

(In millions)

Short-term debt

Long-term debt

DTA bonds

Debt

Less cash and cash equivalents

Net Debt

Amounts sold under accounts receivable

securitization facility

Net Financings

2004

27.5

216.7

244.2

(169.0)

75.2

25.0

100.2

December 31,

2002

41.8

317.5

359.3

(102.3)

257.0

72.0

329.0

2003

35.8

238.7

274.5

(128.7)

145.8

77.0

222.8

2001

27.8

270.1

43.2

341.1

(86.7)

254.4

69.0

323.4

2000

51.0

345.8

43.2

440.0

(97.8)

342.2

85.0

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

Contractual Obligations

The following table includes the contractual obligations of the Company.

(In millions)

2005

2006

2007

2008

2009

Later

Years

Total

Estimated Payments Due by Period

Contractual obligations

Long-term debt obligations

Capital lease obligations

Operating lease obligations

Purchase obligations:

Service contracts

Other

Other long-term liabilities reflected on the

Company’s balance sheet under GAAP:

24.3

10.8

38.4

7.2

130.9

100.6

6.9

20.7

6.9

0.1

27.2

4.4

78.9

1.5

28.8

3.1

59.1

1.4

19.3

4.0

43.7

1.2

46.7

2.5

139.3

0.6

184.7

32.0

552.5

18.5

20.8

Aircraft lease turnback obligations (a)

52.2

Non-coal related workers compensation

and other claims

Subtotal

Legacy liabilities (b)

Total

33.6

279.4

97.0

376.4

15.3

168.5

66.0

234.5

8.1

120.1

63.0

183.1

4.9

97.3

63.0

3.4

71.6

62.0

7.2

196.3

72.5

933.2

1,457.0

1,808.0

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.

The Brink’s Company

2004 ANNUAL REPORT

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:

(In millions)

Increase (decrease) in:

ABO at December 31, 2004

PBO at December 31, 2004

2005 expense

Increased
by 1.0%

(89)

(106)

(16)

Discount Rates

Decreased
by 1.0%

112

136

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)
Years Ending December 31,

Benefits (paid from plan trust)
Expense

2003

23
18

Actual

2004

25
27

2005

26
40

Projected
2006

28
42

2007

29
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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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:

(In millions)

Translation of 2004 earnings into U.S. dollars

Transactional exposures

Translation of net assets of foreign subsidiaries

Hypothetical Effects

Increase/ (decrease)

(5.2)

(1.3)

(50.7)

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

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:

2004 ANNUAL REPORT

•

Pension obligation

Retiree medical obligation

• Health Benefit Act premiums to the Combined Fund

•

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.

The Brink’s Company

2004 ANNUAL REPORT

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

(In millions)

Primary U.S. pension plan:

ABO

PBO

Coal-related retiree medical (APBO before reduction for VEBA)

Black Lung

Projected 2005 Expense

(In millions)

Primary U.S. pension plan

Coal-related retiree medical

Black Lung

Hypothetical
4.75%

Actual
5.75%

Hypothetical
6.75%

775

878

693

Hypothetical
4.75%

662

742

618

Actual
5.75%

573

636

555

Hypothetical
6.75%

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

Workers’ 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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

KPMG LLP
Richmond, Virginia
March 15, 2005

The Brink’s Company

2004 ANNUAL REPORT

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.

KPMG LLP
Richmond, Virginia
March 15, 2005

The Brink’s Company

2004 ANNUAL REPORT

THE BRINK’S COMPANY
and subsidiaries

Consolidated Balance Sheets

(In millions, except per share amounts)

ASSETS

Current assets:
Cash and cash equivalents
Accounts receivable, (net of estimated uncollectible

amounts: 2004 - $26.7; 2003 - $27.6)

Prepaid expenses and other current assets
Deferred income taxes

Total current assets

Property and equipment, net
Goodwill, net
Investments held by Voluntary Employees’ Beneficiary Association trust
Deferred income taxes
Other

December 31,

2004

2003

169.0

749.5
58.1
116.0
1,092.6

914.0
259.6
-
234.7
177.3

128.7

580.3
59.8
91.7
860.5

873.2
244.1
105.2
282.7
182.9

Total assets

2,678.2

2,548.6

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Short-term borrowings

Current maturities of long-term debt
Accounts payable
Accrued liabilities

Total current liabilities

Long-term debt
Accrued pension costs
Postretirement benefits other than pensions
Deferred revenue
Deferred income taxes
Other

Total liabilities

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

Capital in excess of par value
Retained earnings

Employee benefits trust, at market value:

Shares not allocated to employees: 2004 – 1.1; 2003 – 0.6

Accumulated other comprehensive income (loss):

Minimum pension liabilities
Foreign currency translation

Unrealized gains on cash flow hedges
Unrealized gains on marketable securities
Accumulated other comprehensive loss

Total shareholders’ equity

27.5
35.1
357.0
612.5
1,032.1

181.6
117.0
331.2
139.5
26.0
176.8
2,004.2

56.7
457.4
352.9

(44.9)

(129.9)
(18.2)
-
-
(148.1)

674.0

35.8
17.2
286.9
504.2
844.1

221.5
86.6
504.2
130.7
26.5
239.4
2,053.0

54.3
383.0
237.2

(14.0)

(122.1)
(45.6)
0.1
2.7
(164.9)

495.6

Total liabilities and shareholders’ equity

2,678.2

2,548.6

See accompanying notes to consolidated financial statements.

The Brink’s Company

2004 ANNUAL REPORT

THE BRINK’S COMPANY
and subsidiaries

Consolidated Statements of Operations

(In millions, except per share amounts)

Revenues

Expenses:

Operating expenses

Selling, general and administrative expenses

Total expenses

Gain on sale of equity interest

Other operating income, net

Operating profit

Interest income

Interest expense

Stabilization Act compensation

Other income (expense), net

Minority interest

Income from continuing operations before income taxes

Provision for income taxes

Income from continuing operations

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.)

Net income

Net income (loss) per common share

Basic:

Continuing operations

Discontinued operations

Diluted:

Continuing operations

Discontinued operations

See accompanying notes to consolidated financial statements.

Years Ended December 31,
2003

2002

2004

4,718.1

3,998.6

3,733.8

3,964.2

573.1

4,537.3

9.1

189.9

4.6

(22.9)

2.8

(12.9)

161.5

60.9

100.6

20.9

121.5

1.84

0.39

2.23

1.82

0.38

2.20

3,404.2

520.6

3,924.8

10.4

15.6

99.8

6.2

(25.4)

2.3

(9.0)

73.9

55.7

18.2

11.2

29.4

0.34

0.21

0.55

0.34

0.21

0.55

3,136.1

470.6

3,606.7

5.2

132.3

3.1

(23.0)

5.9

(5.2)

(3.3)

109.8

40.4

69.4

(43.3)

26.1

1.31

(0.83)

0.48

1.30

(0.82)

0.48

The Brink’s Company

2004 ANNUAL REPORT

THE BRINK’S COMPANY
and subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31,

(In millions)

Net income

Other comprehensive income (loss):

Minimum pension liability adjustments:

Adjustments to minimum pension liability

Tax benefit (expense) related to minimum pension liability adjustment

Minimum pension liability adjustments, net of tax

Foreign currency:

Translation adjustments arising during the year

Tax benefit related to translation adjustments

Reclassification adjustment for losses included in net income

Foreign currency translation adjustments, net of tax

Cash flow hedges:

Unrealized net gains (losses) on cash flow hedges arising during the year

Tax benefit (expense) related to unrealized net gains (losses) on cash flow hedges

Reclassification adjustment for net losses (gains) realized in net income

Tax expense (benefit) related to net losses (gains) realized in net income

Unrealized net gains (losses) on cash flow hedges, net of tax

Marketable securities:

Unrealized net gains on marketable securities arising during the year

Tax expense related to unrealized net gains on marketable securities

Reclassification adjustment for net losses (gains) realized in net income

Tax expense (benefit) related to net losses (gains) realized in net income

Unrealized net gains (losses) on marketable securities, net of tax

Other comprehensive income (loss)

Comprehensive income (loss)

See accompanying notes to consolidated financial statements.

2004

121.5

(9.2)

1.4

(7.8)

25.7

0.9

0.8

27.4

2.6

(0.9)

(2.8)

1.0

(0.1)

0.1

(4.3)

1.5

(2.7)

16.8

138.3

2003

29.4

27.1

(12.0)

15.1

47.0

0.9

47.9

2.4

(0.7)

5.2

(1.6)

5.3

4.4

(1.5)

0.2

(0.1)

3.0

2002

26.1

(210.8)

80.1

(130.7)

8.1

(4.2)

1.3

3.5

(1.1)

(0.5)

0.6

(0.2)

(0.8)

0.2

(0.2)

71.3

100.7

(123.3)

(97.2)

The Brink’s Company

2004 ANNUAL REPORT

THE BRINK’S COMPANY
and subsidiaries

Consolidated Statements of Shareholders’ Equity

Years Ended December 31, 2004, 2003 and 2002

(In millions)

Preferred
Stock

Common
Stock

Capital
in Excess
of Par
Value

Retained
Earnings

Employee
Benefits
Trust

Accumulated
Other
Comprehensive
Loss

Total

Balance as of December 31, 2001

0.2

54.3

400.1

193.3

(58.9)

(112.9)

476.1

Net income

Other comprehensive loss

Dividends:

Common stock ($0.10 per share)

Preferred stock ($31.25 per share)

Repurchase shares of:

Common stock

Preferred stock

Employee benefits trust:

Remeasurement

Shares for employee benefit programs

Tax benefit of stock options exercised

Balance as of December 31, 2002

Net income

Other comprehensive income

Common stock dividends ($0.10 per share)

Employee benefits trust:

Remeasurement

Shares for employee benefit programs

Tax benefit of stock options exercised

Balance as of December 31, 2003

Net income

Other comprehensive income

Common stock dividends ($0.10 per share)

Retire shares of common stock

Employee benefits trust:

2.5 million shares issued to trust

Remeasurement

Shares for employee benefit programs

Tax benefit of stock options exercised

Balance as of December 31, 2004

(0.2)

(0.3)

(10.0)

(5.3)

(1.7)

0.2

26.1

(5.2)

(0.5)

(0.6)

5.3

20.6

26.1

(123.3)

(5.2)

(0.5)

(0.3)

(10.8)

18.9

0.2

54.3

383.0

213.1

(33.0)

(236.2)

381.2

(0.1)

0.2

29.4

(5.3)

0.1

18.9

71.3

54.3

383.0

237.2

(14.0)

(164.9)

(0.1)

(0.2)

2.5

58.9

28.7

(17.7)

4.7

121.5

(5.4)

(0.4)

(61.4)

(28.7)

59.2

16.8

29.4

71.3

(5.3)

18.8

0.2

495.6

121.5

16.8

(5.4)

(0.7)

41.5

4.7

56.7

457.4

352.9

(44.9)

(148.1)

674.0

See accompanying notes to consolidated financial statements.

The Brink’s Company

THE BRINK’S COMPANY
and subsidiaries

Consolidated Statements of Cash Flows

(In millions)

Cash flows from operating activities:

Years Ended December 31,
2003

2004

2002

2004 ANNUAL REPORT

Net income
Adjustments to reconcile net income to net cash provided by operating activities:

121.5

(Income) loss from discontinued operations, net of tax

Depreciation and amortization

Impairment charges from subscriber disconnects

Amortization of deferred revenue

Impairment of other long-lived assets
Aircraft heavy maintenance expense
Deferred income taxes
Provision (credit) for uncollectible accounts receivable
Other operating, net
Postretirement benefit funding (more) less than expense:

Pension
Other than pension

Change in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable
Accounts payable and accrued liabilities
Deferred subscriber acquisition cost
Deferred revenue from new subscribers
Other, net

Discontinued operations, net

Net cash provided by operating activities

Cash flows from investing activities:

Capital expenditures
Aircraft heavy maintenance expenditures
Cash proceeds from:
Disposal of former natural resource interests
Disposal of other property and equipment
Monetization of notes receivable and royalty agreement related to sale of

former coal operations

Acquisitions
Contributions to Voluntary Employees’ Beneficiary Association trust
Other, net
Discontinued operations, net

Net cash used by investing activities

Cash flows from financing activities:

Long-term debt:
Additions
Repayments
Short-term borrowings (repayments), net
Proceeds from exercise of stock options
Dividends
Repurchase of stock
Other, net

Net cash used by financing activities

Effect of exchange rate changes on cash
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

See accompanying notes to consolidated financial statements.

(20.9)
175.0
38.4
(26.1)
5.8
26.2
21.8
4.0
13.7

23.5
(60.9)

(128.9)
77.4
(19.5)
34.6
(5.7)
0.2
280.1

(220.3)
(25.1)

28.6
11.0

-
(14.8)
-
(1.1)
(0.8)
(222.5)

89.5
(119.5)
(9.1)
24.2
(5.4)
-
(1.8)
(22.1)

4.8
40.3
128.7
169.0

29.4

(11.2)
168.0
34.3
(25.0)
1.3
21.3
30.2
(1.1)
3.5

4.6
9.5

12.5
(6.8)
(18.4)
28.2
1.3
19.2
300.8

(202.7)
(23.9)

119.4
18.7

26.0
(8.1)
(82.0)
(0.8)
(8.8)
(162.2)

81.7
(185.4)
(15.1)
1.7
(5.3)
-
(0.6)
(123.0)

10.8
26.4
102.3
128.7

26.1

43.3
149.9
32.3
(23.9)
15.8
30.6
(0.5)
3.2
22.9

(23.8)
0.7

(14.6)
19.1
(17.7)
27.1
7.2
(56.4)
241.3

(193.4)
(31.0)

42.3
5.3

-
(0.1)
-
(0.9)
(30.6)
(208.4)

294.7
(304.1)
9.1
1.4
(5.7)
(11.1)
(1.0)
(16.7)

(0.6)
15.6
86.7
102.3

The Brink’s Company

2004 ANNUAL REPORT

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:

•

Brink’s, Incorporated (“Brink’s”)

Brink’s Home Security, Inc. (“BHS”)

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 to 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.

The Brink’s Company

2004 ANNUAL REPORT

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

Buildings

Building leasehold improvements

Security systems

Vehicles

Capitalized software

Other machinery and equipment

Machinery and equipment leasehold improvements

Aircraft and related assets

Years

10 to 40

1 to 20

3 to 12

3 to 7

3 to 20

1 to 10

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.

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

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:

2004 ANNUAL REPORT

(In millions, except per share amounts)

Net income

As reported

Less share-based compensation expense determined under fair value method,

net of related tax effects

Pro forma

Net income per share

Basic, as reported

Basic, pro forma

Diluted, as reported

Diluted, pro forma

Years Ended December 31,

2004

2003

2002

121.5

(3.6)

117.9

2.23

2.16

2.20

2.13

29.4

(4.7)

24.7

0.55

0.47

0.55

0.46

26.1

(4.4)

21.7

0.48

0.40

0.48

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:

Options granted

In millions

Weighted-average exercise price per share

Weighted-Average Assumptions

Expected dividend yield

Expected volatility

Risk-free interest rate

Expected term (in years)

Fair value estimates

In millions

Weighted-average per share

Years Ended December 31,

2004

2003

2002

0.9

31.88

0.6

15.24

1.0

21.50

0.5%

32%

3.3%

3.8

8.3

8.84

0.5%

37%

2.3%

4.0

3.0

4.69

0.5%

37%

3.7%

4.0

6.6

6.97

The Brink’s Company

2004 ANNUAL REPORT

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.

The Brink’s Company

2004 ANNUAL REPORT

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 Brink’s Company

2004 ANNUAL REPORT

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® 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.

(In millions)

2004

2003

2002

2004

2003

2002

2004

2003

2002

Assets

December 31,

Revenues

Operating Profit (Loss)

Years Ended December 31,

Business Segments

Brink’s

BHS

BAX Global

$ 1,041.2

440.6

839.7

945.2

410.9

763.1

842.8

387.5

741.6

$ 1,931.9

1,689.0

1,579.9

$ 144.7

112.5

345.6

310.4

282.4

2,440.6

1,999.2

1,871.5

80.8

56.2

71.2

3.0

96.1

60.9

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)

Other

101.3

105.2

45.8

18.2

72.8

Former operations and interests:

Net deferred tax assets

230.1

228.0

238.7

Gain on sale of equity interest

Other (b)

25.3

50.4

158.3

(45.9)

(27.8)

(23.1)

10.4

(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.

The Brink’s Company

2004 ANNUAL REPORT

(In millions)

Business Segments

Brink’s

BHS

BAX Global (a)

Corporate

Property and equipment

Amortization of BHS deferred subscriber

Capital Expenditures

Depreciation and Amortization

Years Ended December 31,

2004

2003

2002

2004

2003

2002

76.2

117.6

25.4

1.1

220.3

80.9

98.0

23.6

0.2

79.3

86.9

27.1

0.1

81.0

42.9

41.8

0.7

70.6

40.1

47.0

2.5

61.3

37.3

44.4

0.3

202.7

193.4

166.4

160.2

143.3

acquisition costs

8.6

$ 220.3

202.7

193.4

$ 175.0

7.8

168.0

6.6

149.9

(a) Excludes aircraft heavy maintenance expenditures and amortization.

(In millions)

Other BHS Information

Impairment charges from subscriber disconnects

Amortization of deferred revenue

Deferred subscriber acquisition costs (current year payments)

Deferred revenue from new subscribers (current year receipts)

Long-Lived Assets

December 31,

2004

2003

2002

Years Ended December 31

2004

2003

2002

38.4

(26.1)

(19.5)

34.6

32.3

(23.9)

(17.7)

27.1

34.3

(25.0)

(18.4)

28.2

Revenues

Years Ended December 31,
2003

2002

2004

(In millions)

Geographic

International:

Business segments:

France

Other

Subtotal

United States:

Business segments

Corporate

Former operations

Subtotal

168.1

315.9

484.0

776.6

1.5

2.3

780.4

156.4

278.8

435.2

767.9

0.7

6.4

775.0

134.7

241.3

376.0

751.2

0.8

53.6

805.6

$ 1,264.4

1,210.2

1,181.6

516.9

2,303.7

2,820.6

420.7

1,741.6

2,162.3

376.7

1,546.8

1,923.5

1,897.5

1,836.3

1,810.3

1,897.5

$ 4,718.1

1,836.3

3,998.6

1,810.3

3,733.8

The Brink’s Company

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.

2004 ANNUAL REPORT

(In millions)

Net assets outside the U.S.

EMEA (a)

Latin America (b)

Asia Pacific

Canada and other

(a) Europe, Middle East and Africa.

(b) Latin America, Mexico and Puerto Rico.

(In millions)

Investments in unconsolidated equity affiliates

Brink’s

Other

Share of earnings of unconsolidated equity affiliates

Brink’s

Other

December 31,

2004

2003

2002

252.5

92.0

155.2

53.6

553.3

241.8

73.7

116.9

40.0

472.4

203.5

64.2

74.4

35.7

377.8

December 31,

2004

2003

2002

11.9

5.2

17.1

1.0

23.1

6.9

30.0

1.6

(1.3)

0.3

23.8

11.7

35.5

1.3

(0.1)

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.

The Brink’s Company

NOTE 3 - EARNINGS PER SHARE

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

2004 ANNUAL REPORT

(In millions)

Numerator

Income from continuing operations

Preferred stock dividends (a)

Premium on repurchase of preferred stock (a)

Numerator for basic and diluted income per share from continuing operations

100.6

18.2

Denominator

Basic weighted average common shares outstanding

Effect of dilutive stock options

Diluted weighted average common shares outstanding

Antidilutive stock options excluded from computation

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

54.6

0.7

55.3

0.6

53.1

0.1

53.2

3.1

Years Ended December 31,

2004

2003

2002

100.6

18.2

69.4

(0.5)

(0.6)

68.3

52.1

0.3

52.4

1.2

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.

The Brink’s Company

2004 ANNUAL REPORT

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

Discount rate:

Pension cost

Benefit obligation at year end

Expected long-term rate of return on assets -

U.S. Plans

Non-U.S. Plans

2004

2003

2002

2004

2003

2002

6.25%

5.75%

6.75%

6.25%

7.25%

6.75%

5.55%

5.32%

5.86%

5.55%

6.51%

5.86%

Pension cost

8.75%

10.00%

6.37%

6.74%

7.78%

Average rate of increase in salaries (a):

Pension cost

Benefit obligation at year end

5.03%

5.04%

5.03%

5.04%

3.09%

3.21%

3.40%

3.09%

3.61%

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

Years Ended December 31,

2004

2003

2002

2004

2003

2002

2004

Service cost

Interest cost on PBO

23.5

40.8

23.0

38.6

25.0

36.0

Return on assets - expected

(49.5)

(49.1)

(52.4)

Amortization of losses

Net pension cost

14.4

29.2

7.4

19.9

0.9

9.5

8.7

9.4

(8.8)

3.1

7.6

7.8

(7.4)

3.1

$ 12.4

11.1

5.5

6.3

(7.8)

0.5

4.5

Total

2003

30.6

46.4

2002

30.5

42.3

$ 32.2

50.2

(58.3)

(56.5)

(60.2)

17.5

$ 41.6

10.5

31.0

1.4

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.

The Brink’s Company

2004 ANNUAL REPORT

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

PBO at beginning of year

672.9

589.1

$ 172.4

126.6

$ 845.3

Service cost

Interest cost

Plan participants’ contributions

Benefits paid

Actuarial loss

Foreign currency exchange rate changes

PBO at end of year

Fair value of plan assets at beginning of year

Return on assets – actual

Plan participants’ contributions

Employer contributions

Benefits paid

Foreign currency exchange rate changes

23.5

40.8

(25.3)

50.5

762.4

541.9

67.1

11.4

(25.3)

23.0

38.6

(23.4)

45.6

8.7

9.4

2.7

(5.9)

7.8

15.6

7.6

7.8

2.2

(4.2)

9.2

23.2

32.2

50.2

2.7

(31.2)

58.3

15.6

672.9

$ 210.7

172.4

$ 973.1

431.2

113.7

20.4

(23.4)

$ 135.5

7.4

2.7

6.7

(5.9)

11.7

98.7

14.8

2.2

6.0

(4.2)

18.0

$ 677.4

74.5

2.7

18.1

(31.2)

11.7

Fair value of plan assets at end of year

595.1

541.9

$ 158.1

135.5

$ 753.2

2003

715.7

30.6

46.4

2.2

(27.6)

54.8

23.2

845.3

529.9

128.5

2.2

26.4

(27.6)

18.0

677.4

Funded status

Unrecognized experience loss

Unrecognized prior service cost

Net prepaid pension assets

Included in:

Prepaid pension assets

Accrued pension cost:

(167.3)

(131.0)

$ (52.6)

(36.9)

$ (219.9)

(167.9)

253.3

0.2

86.2

234.7

0.3

104.0

57.3

1.0

5.7

49.0

1.3

13.4

310.6

1.2

91.9

283.7

1.6

117.4

$ 14.1

15.8

14.1

15.8

Current, included in accrued liabilities

Noncurrent

Accumulated other comprehensive loss

(0.4)

(80.8)

167.4

Net prepaid pension assets

86.2

(0.4)

(56.7)

161.1

104.0

(7.6)

(36.2)

35.4

5.7

(5.0)

(29.9)

32.5

13.4

(8.0)

(117.0)

202.8

91.9

(5.4)

(86.6)

193.6

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.

(In millions)

December 31,

PBO

ABO

Fair value of plan assets

ABO Greater

Than Plan Assets

Plan Assets

Greater Than ABO

Total

2004

919.6

824.5

703.5

2003

801.7

716.4

632.2

2004

2003

2004

$ 53.4

47.5

49.7

43.6

37.2

45.2

$ 973.0

872.0

753.2

2003

845.3

753.6

677.4

The Brink’s Company

2004 ANNUAL REPORT

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,

Equity securities

Debt securities

Other

Total

Plan assets at fair value

Actual return on assets during year

2004

72%

27%

100%

595.1

67.1

2003

73%

26%

100%

541.9

113.7

2004

54%

43%

100%

158.1

7.4

2003

52%

44%

100%

135.5

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.

The Brink’s Company

2004 ANNUAL REPORT

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

2005

2006

2007

2008

2009

2010 through 2014

Total

26.8

28.2

30.0

31.9

33.9

209.0

359.8

Multi-employer Pension Plans

4.4

4.9

5.6

6.6

7.5

48.0

77.0

Total

31.2

33.1

35.6

38.5

41.4

257.0

436.8

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.

The Brink’s Company

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.

2004 ANNUAL REPORT

(In millions)

Company-sponsored plans

Health Benefit Act

Black Lung

Current, included in accrued liabilities

Noncurrent

December 31,

2004

157.1

185.5

41.5

384.1

(52.9)

331.2

2003

311.9

197.5

43.7

553.1

(48.9)

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

Years Ended December 31,

2004

2003

2002

2004

2003

2002

2004

Total

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”)

Return on assets – expected

Amortization of losses

Net periodic postretirement

32.2

(9.2)

13.5

34.7

31.7

14.3

9.7

1.6

0.3

1.5

0.1

1.4

33.8

(9.2)

13.8

36.2

33.1

14.4

9.7

costs

36.5

49.0

41.8

2.9

2.5

2.2

39.4

51.5

44.0

The Brink’s Company

2004 ANNUAL REPORT

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

APBO at beginning of year

526.2

518.3

26.8

Service cost

Interest cost

Benefits paid

Actuarial loss, net

Other

32.2

(35.0)

96.3

(2.0)

34.7

(30.4)

3.6

1.0

1.6

(2.3)

3.1

APBO at end of year

617.7

526.2

30.2

2003

23.1

0.9

1.5

(2.0)

3.3

26.8

2004

553.0

1.0

33.8

(37.3)

99.4

(2.0)

2003

541.4

0.9

36.2

(32.4)

6.9

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)

Payments to beneficiaries

Payments to VEBA

Return on assets – actual

Benefits paid

Fair value of plan assets at end of year

Funded status

Unrecognized experience loss

Unrecognized prior service cost

Accrued other postretirement

105.2

35.0

50.0

17.2

(35.0)

172.4

(445.3)

314.6

30.4

(30.4)

(526.2)

239.8

32.4

105.2

37.3

50.0

17.2

(37.3)

(32.4)

172.4

(475.5)

(553.0)

317.7

0.7

240.2

0.9

2.3

(2.3)

2.0

(2.0)

(30.2)

(26.8)

3.1

0.7

0.4

0.9

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

Weighted-average discount rate:

Postretirement cost

Benefit obligation at year end

Expected long-term rate of return on

assets – postretirement cost

2004

6.25%

5.75%

8.75%

2003

6.75%

6.25%

N/A

2002

7.25%

6.75%

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.

The Brink’s Company

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.

2004 ANNUAL REPORT

(In millions)

Higher (lower):

Effect of Change in

Health Care Trend Rates

Increase 1%

Decrease 1%

Service and interest cost in 2004

APBO at December 31, 2004

4.0

79.0

(3.3)

(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:

(In millions, except percentages)

Equity securities

Debt securities

Other

Total

December 31,

2004

73%

26%

100%

Plan assets at fair value

Actual return on assets during year

172.4

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.

The Brink’s Company

2004 ANNUAL REPORT

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:

(In millions)

Coal-related Plans

Other Plans

Subtotal

Medicare Subsidy (a) Net projected payments

Before Medicare Subsidy

2005

2006

2007

2008

2009

2010 through 2014

38.3

41.0

43.6

45.5

47.5

242.4

Total

458.3

1.7

1.8

2.1

1.9

10.4

20.0

40.0

42.8

45.7

47.6

49.4

252.8

478.3

(2.8)

(3.0)

(3.2)

(18.8)

(27.8)

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

40.0

42.8

42.9

44.6

46.2

234.0

450.5

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.

The Brink’s Company

2004 ANNUAL REPORT

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

Number of assigned beneficiaries for the Brink’s Companies

Total unassigned pool of beneficiaries

Percent of total unassigned pool allocated to the Brink’s Companies

Health benefit premium per beneficiary

2004

2,343

16,502

9.7%

3,099

2003

2,581

17,394

9.2%

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

(In millions)

Combined Fund:

Assigned beneficiaries

Unassigned beneficiaries

Other

December 31,

2004

2003

112.4

66.1

7.0

185.5

124.5

65.7

7.3

197.5

Reconciliation of Health Benefit Act Liabilities

(In millions)

Beginning of the year

Actuarial (gain) loss (a)

Payments

End of the year

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

2004

197.5

(3.2)

(8.8)

185.5

Years Ended December 31,

2003

174.1

31.3

(7.9)

197.5

2002

159.9

24.0

(9.8)

174.1

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 Brink’s Company

2004 ANNUAL REPORT

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:

(In millions)

2005

2006

2007

2008

2009

2010 through 2014

Total

Projected

Payments

8.9

12.0

11.3

10.7

10.0

41.1

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:

(In millions)

Interest cost on APBO and other

Amortization of losses

Net periodic postretirement costs

Years Ended December 31,

2004

3.6

1.2

4.8

2003

4.5

1.5

6.0

2002

5.4

1.9

7.3

101

The Brink’s Company

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,

2004 ANNUAL REPORT

(In millions)

APBO at beginning of year

Interest costs and other

Benefits paid

Actuarial (gain) loss, net

APBO at end of year

Funded status

Unrecognized experience loss

2004

63.0

3.6

(7.0)

(4.4)

55.2

(55.2)

13.7

Accrued other postretirement benefit cost at end of year

(41.5)

2003

60.0

4.5

(7.7)

6.2

63.0

(63.0)

19.3

(43.7)

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

Black Lung Benefits

Discount rate:

Postretirement cost

Benefit obligation at year end

Medical cost inflation

December 31,

2004

6.25%

5.75%

8.00%

2003

6.75%

6.25%

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:

(In millions)

2005

2006

2007

2008

2009

2010 through 2014

Total

Projected

Payments

5.2

5.0

4.8

4.6

4.5

21.0

45.1

102

The Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

December 31, 2003

Debt securities:

Government

Corporate

Debt securities

Equity securities

Cash equivalents

Cost

9.7

20.4

30.1

70.3

0.4

Total assets held by the VEBA

$ 100.8

Gross
unrealized
holding
gains

Gross
unrealized
holding
losses

0.1

0.2

4.8

5.0

(0.1)

(0.2)

(0.3)

(0.6)

Fair
Value

9.7

20.3

30.0

74.8

0.4

105.2

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

(In millions)

Due in one year or less

Due after one through five years

Due after five through 10 years

Due after 10 years

Total

Cost

6.0

20.1

1.7

2.3

30.1

Fair Value

5.8

20.2

1.7

2.3

30.0

103

The Brink’s Company

2004 ANNUAL REPORT

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

Net
Cash
Received

Liabilities
Assumed by
Purchaser (a)

Notes
Receivable
and Royalty
Agreement (b)

Fair Value
Received for
Assets Disposed

(In millions)

2002

Coal business

2003

2004

2005

(Virginia and Kentucky)

42.3

Natural gas business

Portion of timber business

Equity interest in MPI Mines Ltd.

Coal assets (West Virginia)

2003

81.2

5.4

18.8

14.0

119.4

Remainder of timber business

33.7

Purchase of leased assets

Gold business

2004

(6.2)

1.1

28.6

Coal business (Virginia) (c)

5.0

22.1

14.8

2.6

24.0

88.4

81.2

5.4

18.8

28.8

134.2

33.7

(6.2)

3.7

31.2

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

The Brink’s Company

2004 ANNUAL REPORT

Years Ended December 31,

2004

2003

2002

Discontinued Operations

(In millions)

Gain (loss) on sale of

Timber

Gold

Natural Gas

Coal

Results from operations

Timber

Gold

Natural Gas

Coal (a)

Adjustments to contingent liabilities of former operations

Health Benefit Act liabilities (See note 4)

Withdrawal liabilities (See note 4)

Reclamation liabilities

Workers’ compensation liabilities

Recovery of environmental costs (See note 23)

Other

Income (loss) from discontinued operations before income taxes

Income tax benefit (expense)

20.7

(0.9)

5.0

(0.5)

(1.2)

3.2

15.4

(0.1)

(4.9)

(3.3)

33.4

(12.5)

4.8

56.2

(0.2)

(4.1)

11.2

(31.3)

(17.0)

(3.2)

0.2

5.3

(2.7)

19.2

(8.0)

11.2

13.2

(1.0)

(7.6)

9.0

(28.1)

(24.0)

(26.8)

(65.3)

22.0

(43.3)

Income (loss) from discontinued operations

20.9

(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

The Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

Timber

Revenues

Pretax loss

Gold

Revenues

Pretax loss

Natural Gas

Revenues

Pretax income

Coal

Revenues

Pretax loss

Years Ended December 31,

2004

2003

2002

1.2

(0.5)

4.4

(1.2)

21.1

(0.2)

23.5

(4.1)

7.3

11.2

20.9

(1.0)

15.2

(7.6)

6.8

9.0

266.5

(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

The Brink’s Company

2004 ANNUAL REPORT

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:

Classification as Continuing or Discontinued Operations

Ongoing expenses:

Company-sponsored postretirement benefits

Black lung obligations

Pension

Administrative, legal and other coal expenses

Years Ended December 31,

2004

2003

2002

Continuing

Discontinued

Adjustments to contingent assets and liabilities of former businesses (a)

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

(In millions)

Postretirement benefits other than pensions:

Retiree medical benefits

Black lung

Pension

Administrative, legal and other coal expenses, net

Other income, net

Impairment and other costs

Total

Years Ended December 31,

2004

2003

2002

37.1

4.8

1.8

9.2

(7.0)

-
45.9

49.8

6.0

(0.8)

17.4

(2.9)

69.5

19.2

107

The Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

Termination Benefits

Termination Costs

Other

Total

One-time

Lease

Balance at December 31, 2002

Expense
Payments

Balance at December 31, 2003

Revision to liability recorded as an adjustment to expense
Payments

Balance at December 31, 2004

1.7
(1.4)

0.3

-
(0.3)

0.6
-

0.6

(0.1)
(0.5)

3.1
(2.9)

0.2

-
(0.2)

5.4
(4.3)

1.1

(0.1)
(1.0)

NOTE 8 - PROPERTY AND EQUIPMENT

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

(In millions)

Land

Buildings

Leasehold improvements

Security systems

Vehicles

Capitalized software

Aircraft and related assets

Other machinery and equipment

Accumulated depreciation and amortization

Property and equipment, net

2004

23.2

159.6

171.2

647.3

210.5

155.8

64.0

480.2

1,911.8

(997.8)

914.0

December 31,

2003

21.8

158.6

156.6

579.2

189.1

151.3

72.7

444.8

1,774.1

(900.9)

873.2

108

The Brink’s Company

2004 ANNUAL REPORT

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:

(In millions)

Coal assets reclassified to held and used

BAX Global transportation software

Other

Total

Years Ended December 31,

2004

2003

5.0

0.8

5.8

1.3

2002

14.1

1.7

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

(In millions)

Deferred subscriber acquisition costs

Deferred charges for aircraft heavy maintenance

Investment in unconsolidated affiliates:

Equity method

Cost method

Long-term receivables

Prepaid pension assets

Other

Other assets

December 31,

2003

60.1

22.3

30.0

18.5

15.8

36.2

2004

65.1

18.7

17.1

8.9

16.7

14.1

36.7

$ 177.3

182.9

109

The Brink’s Company

NOTE 11 - ACCRUED LIABILITIES

(In millions)

Payroll and other employee liabilities

Taxes

Postretirement benefits other than pensions

Aircraft lease turnback obligations (a)

Withdrawal obligation for coal related multi-employer pension plan (b)

Workers’ compensation and other claims

Other

Accrued liabilities

2004 ANNUAL REPORT

December 31,

2003

125.6

90.9

48.9

22.4

38.0

178.4

504.2

2004

$ 135.9

111.5

52.9

52.2

36.6

37.6

185.8

$ 612.5

(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

(In millions)

Workers’ compensation and other claims

Minority interest

Withdrawal obligations for coal-related multi-employer pension plans (a)

Aircraft lease turnback obligations (b)

Other

Other liabilities

(a)

See note 4.

(b) See note 11.

December 31,

2004

65.1

40.0

71.7

$ 176.8

2003

60.4

36.1

52.0

29.8

61.1

239.4

110

The Brink’s Company

NOTE 13 - LONG-TERM DEBT

(In millions, denominated in U.S. dollars unless noted)

Bank credit facilities:

2004 ANNUAL REPORT

December 31,

2004

2003

Revolving Facility (year-end weighted average rate of 2.90% in 2004 and 2.40% in 2003)

18.4

Euro-denominated credit facilities of French subsidiaries (year-end weighted average rate of

3.11% in 2004 and 3.40% in 2003)

Other non-U.S. dollar denominated facilities (year-end weighted average rate of 9.92% in 2004

and 8.70% in 2003)

Senior Notes:

Series A, 7.84%, due 2005-2007

Series B, 8.02%, due 2008

Series C, 7.17%, due 2006-2008

Other:

Capital leases (average rates: 5.35% in 2004 and 5.54% in 2003)

Dominion Terminal Associates 6.0% bonds, due 2033

Total long-term debt

Current maturities of long-term debt:

Bank credit facilities

Senior Notes

Capital leases

Total current maturities of long-term debt

7.5

20.6

46.5

55.0

20.0

95.0

32.0

43.2

216.7

6.0

18.3

10.8

35.1

Total long-term debt excluding current maturities

181.6

30.9

13.4

19.9

64.2

55.0

20.0

95.0

36.3

43.2

238.7

7.3

9.9

17.2

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

The Brink’s Company

2004 ANNUAL REPORT

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:

(In millions)

2005

2006

2007

2008

2009

Later years

Total

Capital

Leases

10.8

7.2

4.4

3.1

4.0

2.5

32.0

Other long-

term debt

24.3

38.4

27.2

28.8

19.3

46.7

184.7

Total

35.1

45.6

31.6

31.9

23.3

49.2

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

The Brink’s Company

NOTE 14 - ACCOUNTS RECEIVABLE AND ASSET SECURITIZATION

2004 ANNUAL REPORT

(In millions)

Trade

Other

Estimated uncollectible amounts

Accounts receivable, net

December 31,

2004

716.1

60.1

776.2

(26.7)

749.5

2003

562.8

45.1

607.9

(27.6)

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.

(In millions)

Accounts receivable purchased by BAX Funding:

Total pool

Revolving interest sold to conduit

Amount included in accounts receivable

December 31,

2004

118.9

(25.0)

93.9

2003

93.0

(77.0)

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

The Brink’s Company

2004 ANNUAL REPORT

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

2005

2006

2007

2008

2009

Later years

95.2

74.1

60.9

47.4

36.0

131.0

444.6

29.5

22.3

15.2

9.8

6.1

7.0

89.9

6.2

4.2

2.8

1.9

1.6

1.3

18.0

Total

130.9

100.6

78.9

59.1

43.7

139.3

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

The Brink’s Company

2004 ANNUAL REPORT

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.

(Shares in millions)

Outstanding at December 31, 2001

Granted

Exercised

Forfeited or expired

Outstanding at December 31, 2002

Granted

Exercised

Forfeited or expired

Outstanding at December 31, 2003

Granted

Exercised

Forfeited or expired

Outstanding at December 31, 2004

3.7

1.0

(0.1)

(0.5)

4.1

0.6

(0.1)

(0.6)

4.0

0.9

(1.3)

(0.3)

3.3

Per Share

Weighted Average

Exercise Price

23.96

21.50

17.17

25.80

23.29

15.24

14.10

30.79

21.14

31.88

19.63

35.18

23.24

115

The Brink’s Company

2004 ANNUAL REPORT

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

Range of

Exercise Prices

$ 13.66 to 14.49

14.50 to 16.99

17.00 to 19.99

20.00 to 21.49

21.50 to 23.99

24.00 to 30.99

31.00 to 159.12

Total

Weighted Average

Per Share

Remaining Contractual

Weighted Average

Per Share

Weighted Average

Life (Years)

Exercise Price

0.2

0.6

0.1

0.7

0.5

0.3

0.9

3.3

1.9

4.6

1.8

3.4

3.0

2.3

5.6

3.8

13.70

15.26

18.88

21.41

21.72

26.38

33.00

23.24

0.2

0.1

0.3

0.5

0.3

1.5

13.70

15.24

18.86

21.31

21.72

27.25

41.97

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

The Brink’s Company

2004 ANNUAL REPORT

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:

(In millions)

Current tax provision

U.S. federal

State

Foreign

Deferred tax provision (benefit)

U.S. federal

State

Foreign

Years Ended December 31,

2004

2003

2002

0.2

5.6

33.3

39.1

18.5

0.4

2.9

21.8

60.9

1.0

24.5

25.5

(8.6)

20.4

18.4

30.2

55.7

12.0

3.1

25.8

40.9

2.1

(4.1)

1.5

(0.5)

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

The Brink’s Company

(In millions)

Comprehensive provision (benefit) for income taxes allocable to

Continuing operations

Discontinued operations

Other comprehensive income (loss)

Shareholders’ equity

The components of the net deferred tax asset are as follows:

(In millions)

Deferred tax assets

Accounts receivable

Postretirement benefits other than pensions

Pension liabilities

Multi-employer pension plan withdrawal liabilities

Workers’ compensation and other claims

Deferred revenue

Other assets and liabilities

Net operating loss carryforwards

Alternative minimum tax credits

Subtotal

Valuation allowances

Total deferred tax assets

Deferred tax liabilities

Property and equipment, net

Prepaid pension assets

Other prepaid assets

VEBA

Other assets and miscellaneous

Total deferred tax liabilities

Net deferred tax asset

Included in:

Current assets

Noncurrent assets

Current liabilities, included in accrued liabilities

Noncurrent liabilities

Net deferred tax asset

2004 ANNUAL REPORT

Years Ended December 31,

2004

2003

2002

60.9

12.5

(3.9)

(4.7)

64.8

55.7

8.0

15.9

(0.2)

79.4

40.4

(22.0)

(80.3)

(0.2)

(62.1)

December 31,

2004

2003

7.9

125.2

56.0

12.8

46.8

60.4

129.4

78.4

56.1

573.0

(55.8)

517.2

130.1

9.5

20.4

33.4

193.4

323.8

116.0

234.7

(0.9)

(26.0)

323.8

6.8

178.2

35.4

18.2

47.3

58.0

139.5

51.3

54.9

589.6

(43.5)

546.1

116.2

5.5

19.1

36.8

20.7

198.3

347.8

91.7

282.7

(0.1)

(26.5)

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 Brink’s Company

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.

2004 ANNUAL REPORT

Years Ended December 31,

2004

2003

2002

(In millions)

Income from continuing operations before income taxes:

United States

Foreign

Total

Tax provision computed at statutory rate

Increases (reductions) in taxes due to:

Adjustments to valuation allowances

Federal benefit for valuation allowance on state deferred tax assets

State income taxes (net of federal tax benefit exclusive of valuation allowance)

Medicare subsidy of postretirement costs

Foreign income taxes

Taxes on undistributed earnings of foreign affiliates

Changes in accrual for tax contingencies

Adjustments to current and deferred tax accounts

Other

66.4

95.1

161.5

56.5

10.2

(0.3)

3.0

(2.0)

(4.7)

(1.7)

0.6

(0.3)

(0.4)

Actual tax provision from continuing operations

60.9

10.1

63.8

73.9

25.9

34.3

(5.9)

2.9

(3.7)

1.2

(2.0)

3.3

(0.3)

55.7

61.9

47.9

109.8

38.4

1.5

(0.7)

1.5

(3.4)

1.6

1.5

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’s U.S. entities file a consolidated U.S. federal income tax return.

119

The Brink’s Company

2004 ANNUAL REPORT

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)

Year of expiration:

2005-2009

2010-2014

2015 and thereafter

Unlimited

Federal

State

Foreign

Total

14.1

2.9

3.2

10.4

16.5

5.8

1.2

40.8

47.8

8.7

4.4

24.5

40.8

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

(In millions)

Cash paid for:

Interest

Income taxes, net

Other noncash financing activities – settlement of employee
benefits with Company common shares

NOTE 20 - OTHER OPERATING INCOME, NET

(In millions)

Gains on sale of operating assets, net

Impairment losses

Foreign currency transaction gains, net

Royalty income

Share of earnings of equity affiliates

Penalties on unpaid value-added taxes

Other

Total

Years Ended December 31,

2004

2003

2002

19.3

34.4

16.3

23.9

25.3

16.8

Years Ended December 31,

2004

5.9

(5.8)

2.2

1.6

1.0

(0.4)

4.6

9.1

2003

7.7

(1.3)

3.2

1.7

0.3

4.0

15.6

22.7

14.8

17.1

2002

2.0

1.3

1.2

0.7

5.2

120

The Brink’s Company

2004 ANNUAL REPORT

NOTE 21 - OTHER NONOPERATING INCOME (EXPENSE), NET

(In millions)

Gains (losses) on marketable securities

Discounts and other fees of accounts receivable securitization program

Gain on monetization of coal royalty agreement

Other, net

Total

NOTE 22 - RISK MANAGEMENT

Years Ended December 31,

2004

4.3

(1.7)

0.2

2.8

2003

(0.2)

(1.7)

2.6

1.6

2.3

2002

0.8

(1.6)

(4.4)

(5.2)

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

The Brink’s Company

2004 ANNUAL REPORT

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 Brink’s Company

2004 ANNUAL REPORT

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.

(In millions)

Senior Notes

DTA bonds

December 31,

2004

2003

Fair

Value

102.6

46.6

Carrying

Values

95.0

43.2

Fair

Value

107.2

48.0

Carrying

Values

95.0

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

(In millions)

Penalties on unpaid value-added taxes

Duties

Amount charged to operating expenses

Interest expense on unpaid value-added taxes and customs duties

Year Ended
December 31, 2004

0.4

0.7

1.1

0.7
1.8

123

The Brink’s Company

2004 ANNUAL REPORT

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:

(In millions)

2005

2006

2007

2008

2009

Later years

Advanced Minimum

Royalty Payments Due

0.7

2.5

1.6

1.1

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

The Brink’s Company

2004 ANNUAL REPORT

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.

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.

125

The Brink’s Company

2004 ANNUAL REPORT

NOTE 24 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(In millions, except per share amounts)

2004 Quarters
2nd

3rd

1st

4th (a)

1st

2nd

3rd

4th (b)

2003 Quarters

Revenues

Operating profit

Income (loss) from:

Continuing operations

Discontinued operations

Net income (loss)

Net income (loss) per common share:

Basic:

Continuing operations

Discontinued operations

Basic

Diluted:

Continuing operations

Discontinued operations

Diluted

Dividends declared per common share

Stock prices:

High

Low

$ 1,094.5

1,131.5

1,195.0 1,297.1

$ 928.9

960.6

999.4

1,109.7

33.7

37.8

58.7

59.7

13.2

22.4

64.2

17.2

8.6

25.8

12.6

6.0

18.6

37.7

33.1

(3.2)

0.4

5.9

1.5

38.1

39.0

(1.7)

5.6

0.5

6.1

11.5

38.5

50.0

4.3

(29.3)

(25.0)

0.32

0.16

0.48

0.32

0.15

0.47

0.23

0.11

0.34

0.23

0.11

0.34

0.69

0.68

0.60

0.11

0.71

0.59

0.11

0.70

(0.06)

0.11

0.03

(0.03)

0.11

(0.06)

0.11

0.03

(0.03)

0.11

0.22

0.72

0.94

0.22

0.72

0.94

0.08

(0.55)

(0.47)

0.08

(0.55)

(0.47)

0.025

28.38

22.71

34.47

27.57

34.29

39.91

$ 18.81

25.80

30.00

12.36

16.40

12.39

18.25

14.38

23.34

17.65

(a)

(b)

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.

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

2004 ANNUAL REPORT

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
Income (loss) from continuing operations before

$ 4,718.1

3,998.6

3,733.8

3,584.0

3,798.6

cumulative effect of change in accounting principle

Income (loss) from discontinued operations (a)
Cumulative effect of change in accounting principle (b)

100.6
20.9
-

Net income (loss)

Financial Position

Property and equipment, net
Total assets
Long-term debt, less current maturities
Shareholders’ equity

Per Common Share

Basic, net income (loss):
Continuing operations
Discontinued operations (a)
Cumulative effect of change in accounting principle (b)

Total basic
Diluted, net income (loss):
Continuing operations
Discontinued operations (a)
Cumulative effect of change in accounting principle (b)

Total diluted
Cash dividends

Weighted Average Common Shares Outstanding

Basic
Diluted

121.5

$
914.0
2,678.2
181.6
674.0

$
$

1.84
0.39
-

2.23

1.82
0.38
-

2.20
0.10

54.6
55.3

18.2
11.2
-

29.4

873.2
2,548.6
221.5
495.6

0.34
0.21
-

0.55

0.34
0.21
-

0.55
0.10

53.1
53.2

69.4
(43.3)
-

26.1

38.3
(21.7)
-

16.6

(2.1)
(202.5)
(52.0)

(256.6)

871.2
2,459.9
304.2
381.2

915.5
2,423.2
257.4
476.1

925.8
2,478.7
313.6
475.8

1.31
(0.83)
-

0.48

1.30
(0.82)
-

0.48
0.10

0.74
(0.43)
-

0.31

0.73
(0.42)
-

0.31
0.10

-
(4.07)
(1.04)

(5.11)

(0.01)
(4.07)
(1.04)

(5.12)
0.10

52.1
52.4

51.2
51.4

50.1
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

The Brink’s Company

2004 ANNUAL REPORT

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. Ackerman1, 3, 5

Retired Chairman and Chief Executive Officer – Corning

Incorporated (specialty glass, ceramics and communications)

Betty C. Alewine1, 4, 6

Retired President and Chief Executive Officer – COMSAT

Corporation (provider of global satellite services and digital

networking services and technology)

Ronald M. Gross1, 2, 4

Chairman Emeritus, Former Chairman and Chief Executive Officer –

Rayonier Inc. (a global supplier of specialty pulps, timber and wood
products)

Carl S. Sloane1, 2, 6
Private Consultant and Ernest L. Arbuckle Professor of Business

Administration, Emeritus, Harvard University, Graduate School of
Business Administration

Ronald L. Turner1, 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)

James R. Barker1, 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

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

operators)

Marc C. Breslawsky1, 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 –

THE BRINK’S COMPANY
EXECUTIVE OFFICERS

Michael T. Dan

Chairman of the Board, President and Chief

Executive Officer

Cleveland – Cliffs Inc (supplier of iron ore products to the steel

James B. Hartough

industry in North America, China and Europe)

Vice President – Corporate Finance and Treasurer

James L. Broadhead1, 3, 6

Frank T. Lennon

Retired Chairman and Chief Executive Officer – FPL Group, Inc.

Vice President – Human Resources and Administration

(public utility holding company)

Michael T. Dan1

Chairman of the Board, President and Chief Executive Officer –

The Brink’s Company

Gerald Grinstein1, 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)

Austin F. Reed
Vice President, General Counsel and Secretary

Robert T. Ritter

Vice President and Chief Financial Officer

128

The Brink’s Company

S e c u r i t y . S e r v i c e . S o l u t i o n s

The Brink’s Company

Corporate Headquarters
The Brink’s Company
1801 Bayberry Court
P.O. Box 18100
Richmond, VA 23226-8100
Telephone: (804) 289-9600
Facsimile: (804) 289-9770
www.brinkscompany.com

Annual Meeting
The Annual Meeting of the shareholders of the company
is scheduled to be held at 1p.m. (EDT) on May 6, 2005,
at the InterContinental The Barclay New York,
111 East 48th Street, New York, New York 10017

Inquiries
Communications concerning stock transfer requirements, lost
certificates, dividends or change of address should be addressed
to the company's transfer agent, EquiServe Trust Company, N.A.,
at the address listed below, or by calling (800) 730-6001.

Inquiries from investors and members of the media should
be directed to:
Scott Dudley
Director – Investor Relations
(804) 289-9708
sdudley@brinkscompany.com

Auditors
KPMG LLP
Richmond, VA

Common Stock Transfer Agent and Registrar
EquiServe Trust Company, N.A.
P.O. Box 43023
Providence, RI 02940-3023
(800) 730-6001
www.equiserve.com

The Brink’s Company and its Subsidiaries are Equal Opportunity Employers.

Investor Information
Copies of the 2004 Annual Report for the company; press releases
announcing quarterly results; the 2004 Form 10-K, including the
financial statements and the financial statement schedules thereto,
filed with the Securities and Exchange Commission; and any other
information filed with or furnished to the Securities and Exchange
Commission, are available free of charge at www.brinkscompany.com,
by calling toll free (877) 275-7488, or by writing to the Investor
Relations Department at The Brink’s Company Corporate
Headquarters using the address provided. The company’s Chief
Executive Officer is required to make, and he has made, an annual
certification to the New York Stock Exchange (NYSE) stating that
he was not aware of any violation by the company of the corpo-
rate governance listing standards of the NYSE. The company’s
Chief Executive Officer made his annual certification to that effect
to the NYSE as of April 14, 2004. In addition, the company has filed,
as exhibits to its Annual Report on Form 10-K, the certifications of
its principal executive officer and principal financial officer required
under sections 906 and 302 of the Sarbanes-Oxley Act of 2002 to
be filed with the Securities and Exchange Commission regarding
the quality of the company’s public disclosure.

Environmental Policy
The Brink’s Company is dedicated to compliance with environmental
laws and sound environmental practices. The company has accord-
ingly developed broad environmental principles to govern its diverse
operations. The management of each business is required to adopt
and adhere to policies consistent with these broad principles and
to effectively address environmental concerns, including those of
particular application to the activities of each business.

Management Objectives
• Recognize environmental management as a high

company priority.

• Establish environmentally sound programs and practices

for conducting operations, taking into particular
consideration the efficient use of energy and the safe
disposal of residual wastes.

• Educate, train and motivate employees to conduct their

activities in an environmentally responsible manner.

• Contribute to the development of business and

governmental programs that enhance environmental
awareness and protection.

2 0 0 4 A n n u a l R e p o r t

The Brink’s Company
1801 Bayberry Court
P.O. Box 18100
Richmond, VA 23226-8100

Telephone (804) 289-9600
Fax (804) 289-9770
www.brinkscompany.com