Greetings ladies and gentlemen and welcome to The Brink's Company first quarter results 2008. (Operator instructions) It is now my pleasure to introduce your host, Mr. Ed Cunningham, Director Investor Relations and Corporate Communications for The Brink's Company. Thank you Mr. Cunningham, you may begin.

Thank you Doug and good morning. This is Ed Cunningham and I want to thank everyone for joining today’s call and we will proceed as follows. CEO Michael T. Dan will review and comment on the financial results and outlook and Bob Ritter, our CFO will make some follow-up comments before we open it up for questions. As most of you know, Bob is retiring and this will be his last conference call with us. Mike Cazer who will replace Bob as CFO is also sitting in on today’s call. The earnings release was issued this morning and is available on our web site at brinkscompany.com. If you wish to have it faxed to you, call 877-275-7488. And now for our Safe Harbor statement. This call and the question and answer session that follows it may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from projected or estimated results, information regarding factors that could cause such differences is available in today’s press release and in our SEC filings, which include our most recent Form 10Q and 10K documents. Information discussed on this call is representative as of today only. The Brink's Company assumes no obligation to update any forward-looking statements made during the call and this call is copyrighted and cannot be used by a third party without written permission from the company. I’ll now turn it over to Michael Dan.

Thanks Ed. Good morning and thank you for joining today’s call. This morning we reported first quarter earnings of $1.02 per share versus 66 cents per share last year with both operating units delivering strong profit growth over last year’s first quarter. As always, we face challenges in both businesses. We also see many opportunities and we remain on track to meet or exceed the annual revenue and margin goals we provided during our last call in January. In Brink’s Incorporated which we refer to as Brink’s we expect annual percentage revenue growth to be in the high single-digit range with an operating margin of approximately 9% for the full year. In Brink’s Home Security we are on track to achieve our full year goal of 10% or better growth in revenue and operating profit while growing the subscriber base in the high single-digit percentage range, even in this touch market. As most of you know, we have announced our intent to pursue a tax-free spin-off of Brink’s Home Security into a separately publicly-traded company. The process to achieve the spin-off is underway and should be completed in the fourth quarter of this year. Our initial filing of the SEC Form 10 is expected to occur during the second quarter. Form 10 will provide many preliminary details regarding the spin-off. During this call we will not further comment on the proposed spin-off. This includes the Q&A session at the end of the call. Let us get back to our first quarter results. Earnings came in at $48 million or $1.02 per share, up from the 31.1 million or 66 cents last year. Total revenue rose 24% to 921 million. Operating profit was 97.3 million, up 51% over last year. These results include about $35 million of revenue relating to one-time…

Thank you Michael and welcome to all of you who are listening on this call. As Michael said results for the first quarter were sold. A good start to the year. In Brink’s Incorporated revenues increased by 27% to $793 million. Currency kicked in 10% and the currency conversion also helped but organic growth looks to be running on track to our annual target. Margins in Q1 were pretty high at 10.3% driven by the strong volume in Latin America. Please keep in mind that we expect higher labor and other costs in Q2 and a sharp slowing in currency conversion volume which should end up in normalized margins. We are estimating an operating profit of about 7% for the quarter, still up from the 6.5% we earned on continuing operations in Brink’s last year. Brink’s Home Security demonstrated again the importance of maintaining control in a tough market like they are currently facing. Growth in subscribers continue to be tough but revenue and operating profits were both up strongly. We expect more of the same in coming quarters. As you look at the second quarter remember that 2200 technical disconnects in last year’s second quarter. That pushed the disconnect rate up to an abnormally high 8%. We expect a much better number this year. Corporate expenses came in high as we predicted last time as a result of professional and consulting fees. I can assure you that they will stay high as we prepare for the [inaudible 15:19]. Cost of former operations were way down, year-over-year. They should stay low over the balance of this year. On taxes, the distribution of earnings around the world is helping to bring down our tax rate. We are now looking at a 34 to 36% effective rate for the full year 2008.…

Thank you Mr. Ritter. (Operator instructions). Our first question comes from the line of Jamie Clement with Sidoti & Company. Please go ahead with your question. Jamie Clement – Sidoti & Company: Michael, Bob, Ed – good morning. Mike let me just ask you a question about Brink’s Inc. and the second quarter guidance with respect to the rest of the year. Obviously you’re having some cost pressures but still I mean you’re talking about a second quarter that’s going to be a better second quarter at Brink’s Inc. than you know even the last four years’ second quarters. So even with the cost pressures, do you still feel comfortable, be able to get the kind of the second half margin rate of you know approaching 9% that’s you’ll need to approach the full year margin of 9%.

No, I think my comments included I think the second quarter for Brink’s Inc. would be in the 7% range trying to help reset because of the incredible first quarter we had which is probably a normal rate for our second quarter. As you know we pick up substantially in the third and fourth quarter of the year. So I expect to be back on track with margins. There’s still some upside opportunity and those numbers depending on the Latin American performance, but I’m comfortable in the 7% figure I gave. As you know, if you don’t really give guidance but there’s such an incredible first quarter we thought it would be appropriate to help reset the analyst back into the 7% range. Jamie Clement – Sidoti & Company: Oh yes. Michael, I may have misstated my question and it was misinterpreted, but what I was just trying to get that 7% for a second quarter to me is actually a good margin for a second quarter so I wanted to make sure that I was not going to get overly concerned about the language in the press release and your prepared remarks with respect to rising costs and you know a problem in the second half of the year.

Jamie, I listened to both of you and Michael and I think you’re in agreement. Jamie Clement – Sidoti & Company: Yes. No that is good to hear because when I saw the comments about rising costs; 7% as I said you know that’s the best margin you will have seen over the last five years. So that is pretty good. Moving on to Brink’s Home Security. I mean this was a very good quarter obviously housing market conditions still tough. Can you talk about the last six quarters, the last five quarters, whatever the right timeframe. And talk a little bit I think you mentioned on the last call about how you felt you were managing your resources better in that business. Can you talk a little bit about that?

Yes. As you recall, when we were talking in the second half of last year in particular. Slowing housing markets, we started to expand our spend on marketing to keep the funnel full of sales opportunities for our sales force and keep our installation rate up, which I think was the appropriate thing for the management group there to do. And we were not satisfied with the efficiency ratio of it, or the effects of the housing slowdown were overturning those effects. We are still not sure, it is kind of hard to figure out. But we recognize that and the management group down there decided to really hone in on the marketing efficiency and the marketing spend and not to “try to jumpstart” something in front of the housing slowdown that we had and those efforts that we talked about the last conference call has come through. And as you know in that business model, we do not grow as fast, you know, the margins increase because we're not investing in new customers where we always lose money as we expand. Jamie Clement – Sidoti & Company: Okay, thanks very much for your time.

Our next question comes from the line of Brian Butler with FBR. Please go ahead with your question. Brian Butler – Friedman, Billings, Ramsey & Co.: Good morning guys. First question, just kind of in your prepared remarks or in the press release you noted that there was lower volume than the high margin U.S. global service operations. Can you elaborate on that. Is that is competition becoming more competitive or you’re just not seeing as much outsourcing as you kind of had hoped.

I would tell you that global services is basically moving diamonds and jewelry around the United States; and the international shipments of currency and precious metals. So it is the combination of less precious metal movements because of the very very high cost of precious metals and less jewelry and diamond demand particularly in the U.S. market. By the way, that does not affect global services outside the U.S. And I think if you look at some of the big retailers’ results that have been published to date, they are having the same effect. The retail sales are down and their international sales are up. And so we are sort of following that trend. And how long that will continue I do not know. But as far as the business line goes on an overall global basis, global services had good growths for the quarter. Brian Butler – Friedman, Billings, Ramsey & Co.: Okay, how about on the cash logistics side in the U.S. Is that still growing as you expected?

That is always lumpy because we signed large accounts and it comes in at different rates so we did not have much to crow about the first quarter as far as new accounts. And there is a slowdown in the retail sales market and part of our revenue there is about how much cash we count and how many deposits we handle and it was dampened somewhat the first quarter by those effects. Brian Butler – Friedman, Billings, Ramsey & Co.: Okay then just quickly on the Brink’s Home Security. Can you just go into some detail on how the marketing expenses there are shaping up and if you are getting kind of expected value out of that or is that going to increase or decrease as we kind of go forward here?

Well, we increase every year because we grow in the base every year. But our attempt to accelerate in the third and fourth quarter of last year just was not successful. So we backed down a little bit in the first quarter. So we got our normal uptick in a slowing market with operating margins that we are enjoying the first quarter. Brian Butler – Friedman, Billings, Ramsey & Co.: All right. And one last one for Bob and I’m sure this will be the last time you will get to talk about this, too too much anyway. What is the balance on the Viva?

My recollection is it’s around $418 million, maybe plus or minus a couple of million there. It will be in the Q. Brian Butler – Friedman, Billings, Ramsey & Co.: The Q is going to be out soon?

The Q will be out this afternoon since I am retiring after today so this is the last day I can sign a cert. Brian Butler – Friedman, Billings, Ramsey & Co.: All right, Well, thank you very much and I hope you enjoy your retirement.

Thank you very much Brian.

Our next question comes from the line of Clint Fendley with Davenport. Please go ahead with your question. Clint Fendley – Davenport & Co.: Good morning gentlemen. Congratulations on a very nice quarter. I wondered if you could comment on some of the actual drivers for the inflationary pressures that you’re seeing with regard to the wage increases in Latin America.

Most of it is inflation-driven, especially in Venezuela. Also in Argentina, to a lesser degree in Brazil. Clint Fendley – Davenport & Co: Okay.

Typically the wage agreements kick in at one point in time during the year and most of them come up in the second quarter. Clint Fendley – Davenport & Co: Okay. So it's the reset period.

Right. Clint Fendley – Davenport & Co: And have fuel costs played any role here? I mean, could you talk about maybe your ability to pass these increases on to your customers?

Fuel costs, we always have a delay so the real strong spike that we've experienced first quarter has affected results in the organization, and we're usually able to get back about 70% of those increases over time. And some of the larger contracts are more difficult, but at these fuel levels we've made a decision that we're going to get stronger with the major accounts and get there. Remember it's mostly diesel and diesel in particular is much, much higher than gasoline prices today. Clint Fendley – Davenport & Co: Yes. Okay. Thank you. That's helpful. And then Bob, on the 10 to 15 million in remaining corporate expenses, I mean, how should we expect that to be spread between the remaining quarters here?

I would way that we're probably going to come down somewhat form the run rate we had in the first quarter in the second quarter because we're still just gearing up. But much of it will be back end loaded and also some of it will be tied to the quarter that we actually complete this in which again we're expecting will probably be in the fourth quarter this year. Clint Fendley – Davenport & Co: Okay.

So I would expect to see it, you know, come down somewhat in the second quarter, be somewhat flat in third quarter and then spike a little bit. But I'll also remind you that as soon as it does spike that it will also drop down into discontinued operations. Clint Fendley – Davenport & Co: Got it, okay, thanks guys.

Okay.

Our next question comes from the line of Steven Fisher with UBS. Please go ahead with your question.

Hi, good morning. I wonder if you can just comment on what the trends were concerning safety costs during the quarter? Didn't hear any mention of that in the prepared remarks.

Hi, good morning. I wonder if you can just comment on what the trends were concerning safety costs during the quarter? Didn't hear any mention of that in the prepared remarks.

Yes, basically flat on a year-over-year basis. And as you know, before we reserve for the year the most of those exposures. And as the year goes on depending on what our securities experience is, we begin the rehearsal process and I will tell you that the security losses on a global basis are up a little bit which are not surprising with the economic strains that we're feeling. I would expect security losses to be slightly higher this year because of the economic strains. But at the same time we are investing in raising our security barriers because that is a more wise investment of our funds and to control those costs over the long term.

Okay, and then I know there's a number of moving parts but as you look at the margins in North America do you think it's fair to say that the first quarter is kind of a low point and then should improve as the year goes on?

Okay, and then I know there's a number of moving parts but as you look at the margins in North America do you think it's fair to say that the first quarter is kind of a low point and then should improve as the year goes on?

Yes, better asked is what are the two major concerns I have about going forward and where is my personal focus and as the group's focus would be? Between the U.S. and France, our two largest operations, the U.S. is front loaded with IT expenses and SG&A expenses which is right on our strategy of what we want to do. And unfortunately some of the benefits of those expenses has yet to occur, although I think the pipeline is looking very attractive. Actually I just returned from our annual meeting with our entire management group in the United States and the amount of enthusiasm and excitement that they have about where we are is really, really positive. And I think as the year goes on we'll see improvements across the board there with the only concern would be that as to the security environment deteriorate dramatically, you know, in the United States.

Okay, great, then in France and it sounds like you have a combination of competition and market weakness. I mean, is there anything you can do there to mitigate that situation and, you know, how long might that take?

Okay, great, then in France and it sounds like you have a combination of competition and market weakness. I mean, is there anything you can do there to mitigate that situation and, you know, how long might that take?

Well, France had a terrific the last couple years. The competition was in somewhat disarray. The competition is stronger and better and there are some irrational pricing decisions starting to take place there. But we have a very, very strong management group there and we continue to diverse product business into other security-related activities which will help control that effect. But more importantly other countries in Europe are improving with the management focus that's been over there the last couple years. Germany's better, the Netherlands are better, the U.K's better, even in the Middle East, Dubai as you know is a fast growing economy. We're doing very, very well there. So we have a good balance of business throughout Europe and even in France we maintain some pressure on it I think the improvements elsewhere in Europe will help us continue our growth patterns.

Okay, great, thanks a lot, Bob, and all the best to you.

Okay, great, thanks a lot, Bob, and all the best to you.

Thanks, Steven.

Our next question comes from the line of Wayne Archambo with Black Rock. Please go ahead with your question.

Thank you. Mr. Dan, could you at this point determine which of the two entities you'll be joining when the company separates?

Yes, the Board of Directors will make all those decisions in the May, July, September timeframe. Most decisions that are made will be included in the Form 10, the preliminary one we hope to file during the second quarter and as each of these decisions are made we'll be filing additional public filings detailing that.

So we should know that by July at the latest?

I would think that would be a reasonable timeframe.

Okay, thank you.

Thank you, Wayne.

Michael Kim with Imperial Capital. Please go ahead with your question.

Good morning gentlemen, how are you?

Michael.

Just quickly on the Brink's Home Security business, you know, the attrition rates were, you know, pretty impressive this quarter and it sounds like relative to last year the second quarter will be a nice improvement. Can you talk a little bit about the opportunity to actually see rates down maybe closer to the six, low end of the 6% range, if there's some low hanging fruit or some effort that you're working towards to bring that attrition rate down, especially considering it sounds like, you know, the subscription subscriber addition may be, you know, more moderate this year given the housing issues?

Yes, well a couple things to remind you. I believe it was the second quarter of last year that we had some adjustments, you know, just that great and we have the multi-family disconnects which inflated our numbers a little bit. And I also want to remind you that the first quarter is generally one of our better quarters in disconnection rates because less people tend to move where in the second and third quarter that tends to accelerate. Although I'm not so sure that's going to happen with the housing slow down and the mortgage mess that we're dealing with in this country. But I can assure you that management focus at Brink's Home Security is customers for life. Every program we have is to keep that rate as low as possible. It's probably our biggest thing with cost when we have a disconnect and we're focused on it all the time. Keeping it in the, you know, lower 6% range keeps the chairman very, very happy, but it's a very, very difficult thing to control. But I can assure you that we put more effort into that single metric than any other metric in that company.

And then on the other side do you see an opportunity to actually find some value added services to bring up the overall rates?

On Brink's Inc.?

Yes, no, I'm sorry, for Brink's Home Security System, the monthly fees that you normally derive per customer?

Well, we tend to have the average monitor rate for our customers tends to trickle up a few percentage points and that has to do with how long our customers stay with us, when was the last time we did their increase. And we always - I think we publicly report what our average increase was. It was 3% in the first quarter of this year and as long as we, you know, continue to execute — and I think we might have an effect there too as our commercial becomes more meaningful part of our business we tend to charge higher monitor rates for that. But that's still such a small part of the business that I don't think it would be a material factor for another year or two.

And Michael, one of the other factors that you see in the increase in the average rates is the amount of service business that we're starting — you know the monthly service fees that people pay. They're seeing the value of paying the extra $4 or $5 a month to be able to not worry about the service calls and so forth. That's coming in and we're also starting to see more and more people having wireless services attached to their — that their subscriber accounts which obviously also brings up the number.

Do you have a sense of what your fees could look like at the exiting the year? You know, if these are another 3, 4 to 5% higher or maybe better?

If you look at the last couple of years our trend has been probably, you know, on average the monthly recurring revenue has been going up maybe 3 to 3.5% per year.

Mm-hmm. And would you expect to —

Over and above the subscriber growth.

Would you expect to achieve that this year or maybe better?

We're there in the first quarter.

Okay. Well, great, perfect. Thanks very much and nice progress so far.

Thank you.

We have a follow-up question from the line of Jamie Clement. Please go ahead with your question. James Clement - Sidoti & Company LLC: Yea, hi Michael, just curious about an update on the acquisition environment. Obviously the prolonged credit market weakness has to the extend there might be some deals out there. So you think that sellers valuation expectations have started to come down at all?

Absolutely, our deal pipeline is full. We had a very small acquisition we completed in the first quarter which we didn't announce because it was about $5 million. Our second acquisition in the United States but our acquisition pipeline is full. The insurance markets by the way in our industry are difficult, not for us but for our competitors, helping that prospect along and so I'm excited about our acquisition growth opportunity in the next 18 to 24 months. James Clement - Sidoti & Company LLC: Okay, thank you very much for your time.

Thank you, Jim.

Our next question comes from the line of David Hancock with Morgan Stanley. Please go ahead with your question.

Yes, good morning. Just a couple of quick questions please. First of all any comments on customer reaction as you try to pass on cost increases? How amenable are they to you getting price increases through? And secondly just on France, can you talk about the balance in terms of profitability pressure between pricing pressure and cost increases? I thought the market in France would become more consolidated so I'm slightly surprised that the competition is getting a bit more aggressive. Can you just talk about the dynamic there, please, and what you can do to improve performance in that market? Thank you.

Yes, there's a lot of questions there but basically focused on the French market I believe. Again to day there are two major competitors in France which both have — we're one of them which both have in the range of 40% market share. And then there's a bunch of smaller operators around. The major competitor has taken a course recently it appears to be more aggressive on trying to gain market share. We also are experiencing lower volumes in our cash logistics business there which is very, very large, which is putting pressure on margins. It's always been our philosophy to hold our line on pricing. I don't think we're going to get much price relief in the French market during 2008, but I think there's things we can do on the efficiency side and that's going to be offset by the security risk in France which has risen quite dramatically. The number of security attacks on our industry has gone up dramatically year-over-year in France reflecting I think some of the economic strains in that country. And so we have to balance all these things out. I don't think France will have as good a year as it's had the last two years and will probably end up being down a little bit. Management's hard at work to balance that off with further diversification in our business lines.

Perfect, thank you. Just to follow-up on the customer reaction to you attempting to pass through cost increases with price increases. Can you say something about how that is in the U.S. and maybe have you ever disclosed what your fuel cost is as a percentage of your total revenue, please?

No, we don't disclose that. Price increases in the United States are reasonable. We're getting the I would say inflationary cost increases. I'm a little concerned about fuel price increases to make sure we don't have this large lag because of the rapid increase. That's probably my biggest concern. And the major contracts tend to be two and three year contracts and there's not too many major contracts that are up for renegotiation, so if they were negotiated two years ago, three years ago, they probably had a CPI index in them and they automatically kick in.

Perfect, thank you very much.

Our next question comes from the line of Yvonne Varano with Jefferies. Please go ahead with your question. Yvonne M. Varano - Jefferies & Co: Thanks, in Brink's North America you had some pretty strong top line growth there and I was just wondering if you could give us a little more color on where it's coming from and maybe an update on some of the products in the cash logistics slide there?

Okay, we're getting pretty good strong revenue growth in the southeastern part of the United States and the southwestern part of the United States, relatively flat elsewhere. I would also say that the northeastern part of the United States, the competitive environment has changed a little bit and we're able to grow there. But as you take on business it takes a quarter or two to get the performance to fall to the bottom line as we assimilate the new business, but our pipeline is good and actually our revenue growth in the U.S. business was higher in this quarter than it's been probably for the last five or six quarters other than seasonally adjusted. I will also tell you that our Canadian company had a good banking season, when the banks come up for renegotiation of their contracts which typically are three year contracts. We have gained share in Canada which is helping our numbers. Yvonne M. Varano - Jefferies & Co: And then is some of that growth coming from the ability to increase those outsourcing services that you offer?

Yes, there's no question that we expect more of that to come. Yvonne M. Varano - Jefferies & Co: Any metrics on how big that is now?

If we – I think our, worldwide we've reported publicly our task logistics business is $500 to $600 million and I think we've disclosed probably before. In the U.S. it is a grows lumpy. If we sign a new bank and we take it on it can be a 15 to 20% growth rate. So we have, you know, things in the pipeline that we're working on and, you know, they have to pop. So when they pop you'll see them in our revenue figures. Yvonne M. Varano - Jefferies & Co: And did we get some of those in 1Q you indicated?

No, first quarter on the task logistics side was very, very flat revenue wise. Yvonne M. Varano - Jefferies & Co: Okay, thanks very much.

Thank you.

Our next question comes from the line of Beth Lilly with Gabelli. Please go ahead with your question.

Good morning.

Hi, Beth.

I wanted to talk about your security business and, you know, Michael you've talked in the past about making acquisitions on the commercial side and growing out that piece of the business. And valuations are coming down. Would you say you're looking at more commercial properties as opposed to residential properties?

Absolutely, and the residential properties, we can still create customers much cheaper than the acquisition market is on the residential side. Most of our focus has been on the commercial side and we'll continue to do that.

Mm-hmm. Remind us again as you look to grow that side of the business, it's a lower margin business, correct?

Actually, the way we're growing the commercial business which is small to medium size is really what we've tackled so far at Brink's Home Security and those margins aren't so bad because we get more cash up front than we do on the residential side but the luxury rates can be a little bit higher so at the current point in time I think it's just as attractive as our residential business.

Do you have an objective in mind in terms of three to five years from now on the security side of the business? Do you want it to be X percent commercial and then X percent residential or, I mean, how do you think about that business in terms of the—

— X any acquisitions, all right, we've got the commercial side in five years and my judgments could be as high as 20% of that business.

Okay. So that's just organic growth?

Organic growth with small and medium size companies.

Okay, okay.

Beth, that really fits our business model, right? Monitoring, installing, much different than the high end residential or the mid or large scale industrial type projects.

Okay, terrific. And then again so I can be clear, your margins won't go down then?

Our margins - the faster we grow the home security business the more pressures are on margins because we lose money.

Right.

Slows down and it goes up as I know you're well aware of, so if the market picks up and on the home technology side which is our home builders, which I don't expect to pick up this year, if that market comes back even though we've shrunk in that area we've gained share. We've gained market share. I mean people there disappear so if the new home sales, if the inventory finally shakes itself out whether it's 2009, 2010; I think the acceleration of that business will be a very, very positive factor for BHS.

Okay, sure, okay, all right then Bob Best of luck to you. You've been a delight to deal with over the years and enjoy your retirement.

Thanks, Beth, I've always enjoyed talking to you or a number of years. I guess it probably goes back eight or nine.

Yes, it does. Thanks so much.

Thanks.

Ladies and gentlemen this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time.