<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>f10q_050602.txt
<DESCRIPTION>1Q 2002 10Q
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 10-Q




            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002
                                                 --------------

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


               For the transition period from ________ to ________


                          Commission file number 1-9148




                              THE PITTSTON COMPANY
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



             Virginia                                        54-1317776
   -------------------------------                        ---------------
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)



                   1801 Bayberry Court, Richmond, Virginia 23226-8100
                   --------------------------------------------------
                   (Address of principal executive offices) (Zip Code)

           Registrant's telephone number, including area code: (804) 289-9600
                                                               --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___

As of May 1, 2002, 54,253,413 shares of $1 par value common stock were
outstanding.

                                       1
<PAGE>

<TABLE>
<CAPTION>
                         Part I - Financial Information
                      The Pittston Company and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS
                     (In millions, except per share amounts)

                                                      March 31    December 31
                                                          2002           2001
--------------------------------------------------------------------------------
                                                   (Unaudited)
<S>                                                <C>                   <C>
ASSETS

Current assets:
Cash and cash equivalents                          $      91.2           86.7
Accounts receivable, net                                 515.6          493.3
Prepaid expenses and other                                63.8           57.5
Deferred income taxes                                     98.6          103.1
Discontinued operations                                   44.4           19.9
--------------------------------------------------------------------------------
  Total current assets                                   813.6          760.5

Property and equipment, net                              808.9          818.1
Goodwill, net                                            221.1          224.8
Prepaid pension assets                                   107.0          109.0
Deferred income taxes                                    238.8          233.2
Other assets                                             153.9          155.7
Discontinued operations                                   97.9           92.7
--------------------------------------------------------------------------------
  Total assets                                     $   2,441.2        2,394.0
--------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                              $      37.8           27.8
Current maturities of long-term debt                      14.9           17.2
Accounts payable                                         259.5          256.6
Accrued liabilities                                      546.3          540.0
Discontinued operations                                    5.6            3.3
--------------------------------------------------------------------------------
  Total current liabilities                              864.1          844.9

Long-term debt                                           275.7          252.9
Postretirement benefits other than pensions              400.7          399.6
Workers' compensation and other claims                    86.3           84.1
Deferred revenue                                         127.8          126.1
Deferred income taxes                                     20.9           20.7
Other liabilities                                        154.7          160.0
Discontinued operations                                   26.3           29.6
--------------------------------------------------------------------------------
  Total liabilities                                    1,956.5        1,917.9

Commitments and contingent liabilities (Notes 5 and 6)
Shareholders' equity:
Preferred stock, par value $10 per share:
  $31.25 Series C Cumulative Convertible Preferred Stock;
  Authorized: 0.161 shares;
  Issued and outstanding: 2002 and 2001 - 0.021 shares     0.2            0.2
Common stock, par value $1 per share:
  Authorized: 100.0 shares;
  Issued and outstanding: 2002 and 2001 - 54.3 shares     54.3           54.3
Capital in excess of par value                           406.5          400.1
Retained earnings                                        199.8          193.3
Accumulated other comprehensive loss                    (118.1)        (112.9)
Employee benefits trust, at market value                 (58.0)         (58.9)
--------------------------------------------------------------------------------
  Total shareholders' equity                             484.7          476.1
--------------------------------------------------------------------------------
  Total liabilities and shareholders' equity       $   2,441.2        2,394.0
--------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>

                      The Pittston Company and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In millions, except per share amounts)
                                   (Unaudited)

                                                  Three Months Ended March 31
                                                              2002       2001
--------------------------------------------------------------------------------

<S>                                                  <C>                <C>
Revenues                                             $       899.5      908.3
--------------------------------------------------------------------------------

Expenses:
Operating expenses                                           759.9      779.9
Selling, general and administrative expenses                 106.1      107.2
--------------------------------------------------------------------------------
  Total expenses                                             866.0      887.1
Other operating income, net                                    3.9        4.2
--------------------------------------------------------------------------------
  Operating profit                                            37.4       25.4

Interest income                                                1.3        1.1
Interest expense                                              (6.4)      (8.9)
Minority interest, net                                        (1.1)      (1.6)
Other expense, net                                            (1.6)      (2.0)
--------------------------------------------------------------------------------
  Income from continuing operations before
   income taxes                                               29.6       14.0
Provision for income taxes                                    10.5        5.3
--------------------------------------------------------------------------------
  Income from continuing operations                           19.1        8.7

--------------------------------------------------------------------------------
Loss from discontinued operations,
  net of tax                                                 (11.0)         -
--------------------------------------------------------------------------------
  Net income                                                   8.1        8.7

Preferred stock dividends                                     (0.1)      (0.1)
--------------------------------------------------------------------------------
  Net income attributed to common shares             $         8.0        8.6
--------------------------------------------------------------------------------

Basic and diluted net income (loss) per common share:
  Continuing operations                              $        0.37       0.17
  Discontinued operations                                    (0.22)         -
--------------------------------------------------------------------------------
   Net income                                        $        0.15       0.17
--------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>

                      The Pittston Company and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In millions)
                                   (Unaudited)

                                                  Three Months Ended March 31
                                                              2002       2001
--------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Cash flows from operating activities:
Net income                                               $     8.1        8.7
Adjustments to reconcile net income to net cash provided
  by continuing operations:
  Loss from discontinued operations, net of tax               11.0        -
  Depreciation and amortization                               43.9       46.7
  Provision for aircraft heavy maintenance                     8.1        5.7
  Deferred income taxes                                        4.2       (3.9)
  Provision for uncollectible accounts receivable              2.4        3.2
  Other operating, net                                         9.9        7.9
  Changes in operating assets and liabilities,
   net of effects of acquisitions:
    Accounts receivable                                      (30.1)      39.1
    Prepaid expenses and other current assets                 (2.6)      (2.9)
    Accounts payable and accrued liabilities                  (4.4)     (59.5)
    Other assets                                              (5.1)      (1.9)
    Other liabilities                                          1.0        0.7
    Other, net                                                 1.6        8.8
--------------------------------------------------------------------------------
Net cash provided by continuing operations                    48.0       52.6
Net cash used by discontinued operations                     (16.6)     (15.8)
--------------------------------------------------------------------------------
Net cash provided by operating activities                     31.4       36.8
--------------------------------------------------------------------------------

Cash flows from investing activities:
Capital expenditures                                         (41.1)     (55.3)
Aircraft heavy maintenance expenditures                       (6.5)      (3.1)
Proceeds from disposal of property and equipment               1.1        1.8
Acquisitions                                                   -         (5.0)
Discontinued operations, net                                 (10.9)      (2.0)
Other, net                                                    (0.6)      (1.4)
--------------------------------------------------------------------------------
Net cash used by investing activities                        (58.0)     (65.0)
--------------------------------------------------------------------------------

Cash flows from financing activities: Long term debt:
  Additions                                                   37.2       89.0
  Repayments                                                 (15.1)     (99.2)
Short-term borrowings, net                                    10.0       37.0
Proceeds from exercise of stock options                        0.4        2.9
Dividends                                                     (1.4)      (1.3)
--------------------------------------------------------------------------------
Net cash provided by financing activities                     31.1       28.4
--------------------------------------------------------------------------------
Net increase in cash and cash equivalents                      4.5        0.2
Cash and cash equivalents at beginning of period              86.7       97.8
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period               $    91.2       98.0
--------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>

                      The Pittston Company and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.    Basis of presentation and accounting changes

      The Pittston Company and 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") and BAX
      Global Inc. ("BAX Global"). The fourth operating segment is Other
      Operations, which consists of the Company's gold, timber and natural gas
      operations. The Company also has a discontinued operating segment,
      Pittston Coal Operations ("Coal Operations"). See Note 5.

      The Company's unaudited Consolidated Financial Statements have been
      prepared in accordance with accounting principles generally accepted in
      the United States of America ("GAAP") for interim financial reporting and
      applicable quarterly reporting regulations of the Securities and Exchange
      Commission. Accordingly, they do not include all of the information and
      notes required by GAAP for complete financial statements. In the opinion
      of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been included. Certain
      prior period amounts have been reclassified to conform to the current
      period's financial statement presentation. Operating results for the
      interim periods of 2002 are not necessarily indicative of the results that
      may be expected for the year ending December 31, 2002. For further
      information, refer to the Company's Annual Report on Form 10-K for the
      year ended December 31, 2001.

      The Company adopted Statement of Financial Accounting Standards ("SFAS")
      No. 142, "Goodwill and Other Intangible Assets," in the first quarter of
      2002 and, in accordance with the new standard, goodwill and intangible
      assets with indefinite useful lives are no longer amortized, but are
      tested for impairment at least annually. The Company is in the process of
      performing the transitional goodwill impairment test which it expects to
      complete during the second quarter of 2002 and will record any resulting
      impairment charges, if necessary, as the cumulative effect of an
      accounting change as of January 1, 2002.

      A reconciliation of first quarter 2001 net income and net income per share
      as reported in the Company's Statement of Operations to first quarter 2001
      net income and net income per share as adjusted to exclude goodwill
      amortization expense (including tax effects), is presented below.

<TABLE>
<CAPTION>

                                                                  Three Months
                                                                Ended March 31
      (In millions, except per share amounts)                             2001
      --------------------------------------------------------------------------

      <S>                                                          <C>
      Reported net income                                          $       8.7
      Add back goodwill amortization no longer being amortized,
        net of tax effects                                                 1.8
      --------------------------------------------------------------------------
      Net income as adjusted                                       $      10.5
      --------------------------------------------------------------------------

      Reported basic and diluted net income per share              $      0.17
      Add back goodwill amortization no longer being amortized,
        net of tax effects                                                0.03
      --------------------------------------------------------------------------
      Basic and diluted net income per share as adjusted           $      0.20
      --------------------------------------------------------------------------
</TABLE>


      SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in
      June 2001 and addresses financial accounting and reporting for obligations
      associated with the retirement of tangible long-lived assets and the
      associated asset retirement costs. SFAS No. 143 requires that the fair
      value of a liability for an asset retirement obligation be recognized in
      the period in which it becomes an obligation, if a reasonable estimate of
      fair value can be made. The Company will adopt SFAS No. 143 in 2003. The
      Company is currently evaluating the effect that implementation of the new
      standard may have on its results of operations and financial position.

                                       5
<PAGE>

      SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
      Assets," was issued in August 2001. This statement supersedes SFAS No.
      121, "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to be Disposed of," and will provide a single accounting
      model for long-lived assets held for sale. SFAS No. 144 will also
      supersede the provisions of Accounting Principles Board Opinion ("APB")
      No. 30, "Reporting the Effects of Disposal of a Segment of a Business, and
      Extraordinary, Unusual and Infrequently Occurring Events and
      Transactions," with regard to reporting the effects of a disposal of a
      segment of a business and will require expected future operating losses
      from discontinued operations to be reported in the periods in which the
      losses are incurred (rather than as of the measurement date as required by
      APB No. 30). In addition, SFAS No. 144 expands the definition of asset
      dispositions that may qualify for discontinued operations treatment in the
      future. The Company adopted SFAS No. 144 beginning January 1, 2002 with no
      current effect on the Company's Consolidated Financial Statements.

2.    Earnings per share

<TABLE>
<CAPTION>

                                                   Three Months Ended March 31
      (In millions)                                            2002       2001
      --------------------------------------------------------------------------
      <S>                                             <C>                 <C>
      Numerator:
      Income from continuing operations               $        19.1        8.7
      Preferred stock dividends                                (0.1)      (0.1)
      --------------------------------------------------------------------------
      Basic and diluted income from continuing
        operations per share numerator                $        19.0        8.6
      --------------------------------------------------------------------------

      Denominator:
      Basic weighted average
        common shares outstanding                              51.7       50.7
      Effect of dilutive securities - stock options             0.3        0.2
      --------------------------------------------------------------------------
      Diluted weighted average
        common shares outstanding                              52.0       50.9
      --------------------------------------------------------------------------
</TABLE>

      Common stock held in The Pittston Company Employee Benefits Trust (the
      "Trust") is excluded from the basic and diluted income from continuing
      operations per common share calculations. As of March 31, 2002 and 2001,
      2.3 million and 0.7 million shares, respectively, of common stock were
      held by the Trust. The Company also excludes the effect of antidilutive
      securities from the computations of diluted income from continuing
      operations per common share. The equivalent weighted average shares of
      common stock that were excluded in the period ended March 31, 2002 and
      2001 were 1.3 million shares and 1.8 million shares, respectively.

3.    Supplemental cash flow information

<TABLE>
<CAPTION>

                                                     Three Months Ended March 31
      (In millions)                                            2002         2001
      --------------------------------------------------------------------------
      <S>                                                  <C>              <C>
      Cash paid (received) for:
        Interest                                           $    8.3          9.4
        Income taxes, net of refunds                       $   (3.2)         5.2
      --------------------------------------------------------------------------
      Depreciation of
        property and equipment                             $   41.2         42.0
      Amortization of goodwill                                    -          2.4
      Other amortization                                        2.7          2.3
      --------------------------------------------------------------------------
      Total depreciation and amortization                  $   43.9         46.7
      --------------------------------------------------------------------------
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

4.    Comprehensive income (loss)

                                                   Three Months Ended March 31
      (In millions)                                             2002      2001
      --------------------------------------------------------------------------

      <S>                                                  <C>             <C>
      Net income                                           $     8.1       8.7
      Other comprehensive income (loss),
        net of reclasses and taxes:
        Foreign currency translation                            (4.6)    (12.5)
        Deferred cash flow hedges                               (0.5)      3.2
        Unrealized losses on securities                         (0.1)     (0.1)
      --------------------------------------------------------------------------
      Comprehensive income (loss)                          $     2.9      (0.7)
      --------------------------------------------------------------------------
</TABLE>


5.    Discontinued operations

      The Company plans to exit the coal business through the sale or shutdown
      of the Company's coal mining operations and reserves, and the Company's
      Coal Operations have been reported as discontinued operations for all
      periods presented herein.

      The Company's plan of disposal includes the sale or shut down of its
      active and idle coal mining operations (including 24 Company or contractor
      operated mines and 5 active plants) and reserves, as well as other assets
      which support those operations. The assets expected to be disposed of
      primarily include inventory, the Company's partnership interest in
      Dominion Terminal Associates ("DTA"), a coal port facility in Newport
      News, Virginia, and property, plant and equipment. It is expected that
      certain liabilities, primarily reclamation costs related to active
      properties, will be assumed by the purchaser(s).

      Total proceeds from the sale of Coal Operations, which could include cash,
      notes receivable, the present value of minimum future royalties to be
      received and liabilities to be transferred, are expected to exceed $100
      million. The Company originally anticipated disposing of these properties
      and support operations by December 31, 2001. Although the Company has been
      actively engaged in the implementation of its plan of disposal, due to
      various factors, the first sale of a portion of its coal properties was
      not completed until early 2002. At that time, the Company concluded a
      portion of the plan through the sale of certain properties in West
      Virginia. The Company currently expects to complete the sale or shut down
      of unsold operations during 2002.

      Through the end of 2001, the Company recorded an estimated pretax loss on
      the disposal of the discontinued segment of $348.5 million including
      $110.0 million of loss on the disposal, $67.2 million of estimated
      operating losses to be incurred from the December 2000 measurement date to
      the estimated dates of disposal for the various operations and reserves
      and $171.3 million to accrue certain "legacy" liabilities, as more fully
      described in the Company's 2001 Annual Report on Form 10-K.

      In April 2002, the Company announced it had idled several of its mining
      operations for eight days and temporarily laid off certain employees in
      response to adverse coal market conditions resulting from unusually warm
      winter weather conditions and corresponding weak electricity generation.
      Taking into account current market conditions and management's revised
      expectations for operating performance in the short term, the Company has
      increased its estimate of the pretax loss from discontinued operations by
      $15.0 million ($11.0 million after-tax).

      Estimates regarding losses on the disposal of Coal Operations and losses
      during the disposal period are subject to known and unknown risks,
      uncertainties and contingencies which could cause actual results to differ
      materially from those which are anticipated. Such risks, uncertainties and
      contingencies, many of which are beyond the control of the Company,
      include, but are not limited to, overall economic and business conditions,
      demand and competitive factors in the coal industry, the impact of delays
      in the issuance or the nonissuance of mining permits, the timing of and
      consideration


                                       7
<PAGE>

      received for the sale of the coal assets, costs associated with shutting
      down those operations that are not sold, funding and benefit levels of the
      multi-employer pension plans, geological conditions and variations in the
      spot prices of coal.

      Certain assets and liabilities are expected to be retained by the Company,
      including net working capital and other assets (excluding inventory),
      certain parcels of land, income and non-income tax assets and liabilities,
      certain inactive employee liabilities primarily for postretirement medical
      benefits, workers' compensation and black lung obligations, and
      reclamation related liabilities associated with certain closed coal mining
      sites in Virginia, West Virginia and Kentucky. In addition, the Company
      expects to continue to be liable for other contingencies, including its
      unconditional guarantee of the payment of the principal and premium, if
      any, on coal terminal revenue refunding bonds (principal amount of $43.2
      million).

      The Company's liabilities that it expects to retain are recorded in its
      balance sheet in accordance with accounting principles generally accepted
      in the U.S. ("GAAP"). As described in the 2001 Annual Report on Form 10-K,
      under GAAP some of these liabilities are not yet fully recorded on the
      balance sheet or reflect the sum of the undiscounted expected cash
      payments which extend over a long period of time. The following is a
      summary as of March 31, 2002 of the carrying values of the assets and
      liabilities that the Company expects to retain:

<TABLE>
<CAPTION>

      (In millions)                                             March 31, 2002
      --------------------------------------------------------------------------
      Assets:
      <S>                                                            <C>
      Net working capital and other assets                           $     4.1
      Property and equipment, net                                          5.6
      Net deferred tax assets                                            248.4

      Liabilities:
      Workers' compensation                                          $    32.4
      Black lung obligations                                              45.4
      Company-sponsored retiree medical                                  269.9
      Health Benefit Act                                                 157.4
      Reclamation liabilities for inactive properties                     23.2
      DTA                                                                 43.2
      Other liabilities                                                   12.1
      --------------------------------------------------------------------------
</TABLE>

      On February 10, 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. A total of $0.8 million
      (including interest) was refunded in 1999 for the FBLET that those
      companies paid for the first quarter of 1997. The Company sought refunds
      of the FBLET it paid on export coal sales for all open statutory periods
      and received refunds of $23.4 million (including interest) during the
      fourth quarter of 2001. The Company continues to pursue the refund of
      other FBLET payments. Due to uncertainty as to the ultimate additional
      future amounts to be received, if any, which could amount to as much as
      $20 million (before interest and applicable income taxes), as well as the
      timing of any additional FBLET refunds, the Company has not recorded the
      benefit of such additional FBLET refunds in its estimate of operating
      losses to be incurred during the disposal period.

      The Company has accrued $8.2 million (pretax) for its estimate of a
      multi-employer pension plan withdrawal liability associated with its
      planned exit from the coal business. The estimate is based on the most
      recent actuarial estimate of liability for a withdrawal occurring in the
      plan year ending June 30, 2002. The ultimate withdrawal liability, if any,
      is subject to several factors, including funding and benefit levels of the
      plans and the ultimate timing and form of the sale transactions.
      Accordingly, the actual amount of this liability could change materially.


                                       8
<PAGE>

6.    Restructuring

      During the fourth quarter of 2000, BAX Global finalized a restructuring
      plan aimed at reducing the capacity and cost of its airlift capabilities
      in the U.S. as well as reducing station operating expenses and sales,
      general and administrative costs in the Americas and Atlantic regions.
      This included the elimination of ten planes from the fleet and
      approximately 300 full-time positions including aircraft crew and station
      operating, sales and business unit overhead positions. The following table
      analyzes the changes in liabilities during the first three months of 2002
      for such costs:

<TABLE>
<CAPTION>

                                              Fleet      Station and
      (In millions)                          Charges        Other       Total
      --------------------------------------------------------------------------

      <S>                                 <C>               <C>          <C>
      Balance at December 31, 2001        $     2.1          2.2          4.3
        Adjustments                               -         (0.1)        (0.1)
        Payments                               (0.7)        (0.2)        (0.9)
      --------------------------------------------------------------------------
      Balance at March 31, 2002            $    1.4          1.9          3.3
      --------------------------------------------------------------------------
</TABLE>


      The remaining accrual primarily includes contractual commitments for
      aircraft and facilities. The majority of the remaining accrual for fleet
      charges is expected to be paid by the end of 2002. Approximately $0.3
      million of the remaining accrual for station and other costs is expected
      to be paid by the end of 2002, with the balance expected to be paid
      through the end of 2007.


                                       9
<PAGE>


                      The Pittston Company and Subsidiaries
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION


Summary
The Pittston Company and 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"), and BAX Global
Inc. ("BAX Global"). The Company's fourth operating segment is Other Operations,
which consists of the Company's gold, timber and natural gas operations.

The Company intends to exit the coal business through the disposal of its coal
mining operations and reserves ("Coal Operations"). The Company's Coal
Operations have been reported as discontinued operations for all periods
presented herein.

The Company's income from continuing operations was $19.1 million in the first
three months of 2002 compared to $8.7 million in the prior year period. Income
from continuing operations was higher in the 2002 period principally due to
higher operating profits at Brink's associated with special euro
currency-related distribution projects and improved performance.

<TABLE>
<CAPTION>

                              RESULTS OF OPERATIONS

                                                   Three Months Ended March 31
(In millions)                                                 2002        2001
--------------------------------------------------------------------------------
<S>                                                     <C>              <C>
Revenues:
Business and Security Services:
  Brink's                                               $    406.7       373.3
  BHS                                                         67.2        61.8
  BAX Global                                                 415.6       463.4
--------------------------------------------------------------------------------
   Business and Security Services                            889.5       898.5
Other Operations                                              10.0         9.8
--------------------------------------------------------------------------------
   Revenues                                             $    899.5       908.3
--------------------------------------------------------------------------------

Operating profit (loss):
Business and Security Services:
  Brink's                                               $     31.7        18.7
  BHS                                                         15.2        14.5
  BAX Global                                                  (6.4)       (5.7)
--------------------------------------------------------------------------------
   Business and Security Services                             40.5        27.5
Other Operations                                               2.4         2.3
--------------------------------------------------------------------------------
Segment operating profit                                      42.9        29.8
General corporate expense                                     (5.5)       (4.4)
--------------------------------------------------------------------------------
   Operating profit                                     $     37.4        25.4
--------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>

Brink's

                                                   Three Months Ended March 31
(In millions)                                                 2002        2001
--------------------------------------------------------------------------------
<S>                                                      <C>             <C>
Revenues:
  North America (a)                                      $   168.3       165.8
  International                                              238.4       207.5
--------------------------------------------------------------------------------
   Revenues                                              $   406.7       373.3
--------------------------------------------------------------------------------
Operating profit:
  North America (a)                                      $    10.7         8.8
  International                                               21.0         9.9
--------------------------------------------------------------------------------
   Segment operating profit                              $    31.7        18.7
--------------------------------------------------------------------------------
Depreciation and amortization (b)                        $    14.4        14.4
Goodwill amortization                                            -         0.5
Capital expenditures                                          14.8        19.6
--------------------------------------------------------------------------------
</TABLE>

(a)   Includes U.S. and Canada.
(b)   Excludes amortization of goodwill.


Brink's worldwide revenues were $406.7 million in the first quarter of 2002, a
9% increase over the first quarter of 2001, while operating profit was 69%
higher than the prior-year quarter. The improved results were primarily due to
higher International operating profits, which largely reflected special euro
related processing and transportation work, and to a lesser extent, general
business growth.

Revenue
North American revenues were 2% higher in the first quarter of 2002 compared to
the 2001 period primarily due to slightly higher revenues from armored car
operations (which include ATM services), currency processing and Global Services
business (air courier and diamond/jewelry).

International revenues in the first quarter of 2002 increased 15%, or
approximately $30.9 million. The foreign currency exchange effect of the
stronger U.S. dollar reduced International revenues by approximately $17
million. Consequently, without this effect, revenues would have been 23% higher
than the same quarter last year. The increase in International revenues was
primarily attributable to the Company's operations in Europe, where revenues
were buoyed by transportation and processing work associated with the issuance
of the euro and the return of the legacy currencies of the countries adopting
the euro and also by general business growth. Latin American revenues were down
versus the prior year primarily due to foreign currency translation effects
reflecting the lower value of Latin American currencies versus the U.S. dollar.

Operating Profit
North American operating profits were 22% higher in 2002 versus the 2001 period
primarily due to improved results in the U.S. Global Services business as a
result of improved pricing and operational improvements.

International operating profits were higher for the first quarter of 2002 as
compared to the same period of 2001 due to substantially stronger operating
profits in Europe and favorable results in Asia/Pacific which outweighed lower
operating profits in Latin America. European operating performance improved due
to stronger volumes primarily due to transportation and processing work
associated with the issuance of the euro and the return of legacy currencies.
The euro banknotes and coins were introduced as the medium of exchange in a
number of countries in Europe on January 1, 2002. While this benefited the first
quarter of 2002, Brink's does not expect this volume trend to significantly
continue during the remainder of 2002. The Company expects to earn a lower
amount of euro-related revenue in the second quarter of 2002 as it completes
cash processing services associated with the return of the legacy currencies,
and expects to incur higher-than-normal expenses as a result of winding down
operations that had geared up for the euro work.

In Latin America, operating profits during the first quarter of 2002 were lower
than the same quarter last year primarily due to lower operating performance in
Venezuela and Argentina as a result of difficult economic and


                                       11
<PAGE>

operating conditions in the region. Venezuela operating profits, while solid,
were under last year's strong results and Argentina posted higher losses.
Economic and competitive pressures in Latin America are expected to continue,
but Brink's expects the region to remain profitable overall. Asia/Pacific
results were higher than the prior year primarily due to improved results in
Australia, which posted a small operating profit versus a loss in the prior-year
quarter, reflecting more favorable pricing.

<TABLE>
<CAPTION>

Brink's Home Security

                                                   Three Months Ended March 31
(Dollars in millions, subscriber data in thousands)           2002        2001
--------------------------------------------------------------------------------
<S>                                                     <C>               <C>
Revenues                                                $     67.2        61.8
--------------------------------------------------------------------------------
Operating profit:
Recurring services (a)                                  $     26.9        25.9
Investment in new subscribers (b)                            (11.7)      (11.4)
--------------------------------------------------------------------------------
  Segment operating profit                              $     15.2        14.5
--------------------------------------------------------------------------------
Monthly recurring revenues (c)                          $     19.6        18.2
--------------------------------------------------------------------------------
Annualized disconnect rate                                    6.7%        7.2%
--------------------------------------------------------------------------------
Number of subscribers:
  Beginning of period                                        713.5       675.3
  Installations                                               25.1        20.6
  Disconnects                                                (12.1)      (12.2)
--------------------------------------------------------------------------------
  End of period                                              726.5       683.7
--------------------------------------------------------------------------------
Average number of subscribers                                719.6       679.2
Depreciation and amortization (d)                       $     17.5        16.1
Amortization of deferred revenue                               5.7         5.3
Net cash deferrals on new subscribers (e)                      3.4         3.8
Capital expenditures                                          20.1        19.3
--------------------------------------------------------------------------------
</TABLE>

(a) Recurring services reflects monthly operating profit generated from the
existing subscriber base plus the amortization of deferred revenues and deferred
subscriber acquisition costs (primarily direct selling expenses).
(b) Investment in new subscribers primarily includes the marketing and selling
expenses, net of the deferral of direct selling expenses, incurred in the
acquisition of new subscribers.
(c) Monthly recurring revenues are 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 monitoring and maintenance services. The monthly
recurring revenues exclude the amortization of deferred revenues.
(d) Includes amortization of deferred subscriber acquisition costs of $2.6
million and $2.3 million in 2002 and 2001, respectively. (e) Nonrefundable
payments on new installations which were deferred, net of deferred direct
selling expenses.


Revenue
Revenues increased 9% to $67.2 million in the first quarter of 2002 as compared
to 2001 primarily due to a 6% larger average subscriber base as well as 1%
higher average monitoring rates. These factors also contributed to an 8%
increase in monthly recurring revenues for March 2002 as compared to March 2001.
Installations were 22% higher than the first quarter of 2001 and disconnects
were slightly lower than the prior-year period. BHS believes that its 6.7%
annualized disconnect rate for the quarter, a 50 basis point improvement from
the first quarter of 2001 and the lowest rate in seven years, is in large part
due to the effect of having increased minimum acceptable credit scores for new
subscribers in prior years, its high quality customer service and to a decline
in household moves during the quarter.

Operating Profit
Segment operating profit for the first quarter of 2002 increased $0.7 million,
or 5%, from the same period of 2001 as subscriber volume-related growth in
recurring services and lower disconnect-related write offs were partially offset
by a $0.3 million, or 3%, increase in the investment in new subscribers.

                                       12
<PAGE>

<TABLE>
<CAPTION>

BAX Global

                                                   Three Months Ended March 31
(In millions)                                                 2002        2001
--------------------------------------------------------------------------------
<S>                                                     <C>              <C>
Revenues:
  Americas                                              $    232.0       266.0
  International                                              199.0       213.1
  Eliminations/other                                         (15.4)      (15.7)
--------------------------------------------------------------------------------
   Revenues                                             $    415.6       463.4
--------------------------------------------------------------------------------
Operating profit (loss):
  Americas                                              $    (10.2)       (9.6)
  International                                                6.5         7.7
  Goodwill amortization                                         -         (1.9)
  Other                                                       (2.7)       (1.9)
--------------------------------------------------------------------------------
   Segment operating loss (a)                           $     (6.4)       (5.7)
--------------------------------------------------------------------------------
Depreciation and amortization (b)                       $     10.8        12.7
Capital expenditures                                           4.6        15.1
--------------------------------------------------------------------------------
Intra-U.S. revenue                                      $    102.8       120.7
Worldwide expedited freight services:
  Revenues                                              $    320.4       378.9
  Weight in pounds                                           348.7       377.2
--------------------------------------------------------------------------------
</TABLE>

(a)Segment operating loss includes the benefit of $0.4 million and $2.1 million
for the first quarter of 2002 and 2001, respectively, from the reversal of
incentive accruals. (b)Excludes amortization of goodwill.


Revenue
Worldwide revenues decreased 10% in the first quarter of 2002 compared to 2001
primarily due to decreased demand for air freight services associated with weak
economies worldwide. In the U.S., revenues also declined due to a shift from
higher-yielding expedited air freight services to lower-yielding deferred ground
freight services. The Company expects this trend of reduced demand for expedited
services will continue until worldwide economies improve, although the Company
cannot predict whether demand for expedited air freight services will return to
historical levels. Revenues in the Americas region decreased 13% while
International revenues decreased 7%. Within the International region, Pacific
revenues increased slightly, while Atlantic revenues declined.

Operating Profit
Despite a $47.8 million reduction in revenue, operating results were only $0.7
million lower in the first quarter of 2002 compared to 2001 reflecting the
benefit of ongoing efforts to align transportation costs and operating expenses
with market demands and economic conditions. Transportation costs in the first
quarter of 2002 were lower than the first quarter of 2001 as a result of the use
of fewer aircraft to service BAX Global's Americas network and lower costs
associated with the aircraft used. Although BAX Global is using fewer aircraft
to service its network, its customer service levels have remained high.

Operating results in the Americas region for the first quarter of 2002 declined
$0.6 million over 2001. Operating results in the Americas in the first quarter
of 2001 included an $0.8 million benefit from the reversal of incentive accruals
from the prior year. Without such reversal, performance for the two quarters
would have been essentially flat as lower expedited freight volume was offset by
ongoing cost savings efforts.

International operating profit for the first quarter of 2002 as compared to 2001
decreased $1.2 million due to a reduction in the reversal of prior year's
incentive accruals in 2002 ($0.4 million) than in 2001 ($1.3 million) and lower
demand for air freight services in the Atlantic region.

                                       13
<PAGE>

2000 Restructuring Plan
During the fourth quarter of 2000, BAX Global finalized a restructuring plan
aimed at reducing the capacity and cost of its airlift capabilities in the U.S.
as well as reducing station operating expenses and sales, general and
administrative costs in the Americas and Atlantic regions. This included the
elimination of ten planes from the fleet and approximately 300 full-time
positions including aircraft crew and station operating, sales and business unit
overhead positions. The following table analyzes the changes in liabilities
during the first three months of 2002 for such costs:

<TABLE>
<CAPTION>

                                              Fleet      Station and
(In millions)                                Charges        Other       Total
--------------------------------------------------------------------------------

<S>                                        <C>               <C>          <C>
Balance at December 31, 2001               $    2.1          2.2          4.3
  Adjustments                                   -           (0.1)        (0.1)
  Payments                                     (0.7)        (0.2)        (0.9)
--------------------------------------------------------------------------------
Balance at March 31, 2002                  $    1.4          1.9          3.3
--------------------------------------------------------------------------------
</TABLE>


The remaining accrual primarily includes contractual commitments for aircraft
and facilities. The majority of the remaining accrual for fleet charges is
expected to be paid by the end of 2002. Approximately $0.3 million of the
remaining accrual for station and other costs is expected to be paid by the end
of 2002, with the balance expected to be paid through the end of 2007.

Other Operations
The Company's gold operations had net sales of $3.9 million during the first
quarter of 2002 increasing 7% from the 2001 period primarily as a result of
higher average realizations. Operating profit at the Company's gold operations
was $0.4 million in the first quarter of 2002 versus a loss of $0.6 million in
the 2001 period. The increase in operating profit reflects higher gold
realizations and lower cash costs per ounces sold.

Net sales from the Company's timber business in the first quarter of 2002 were
$4.6 million, $0.5 million higher than the first quarter of 2001 primarily due
to increased sales volumes. Operating loss of $0.3 million in the first quarter
of 2002 decreased $0.1 million from the 2001 period due to the higher sales
volume.

Net sales from the Company's natural gas operations were $1.5 million, or $0.6
million lower than the 2001 period, primarily due to lower natural gas prices.
Operating profit for the natural gas operations, including royalty income,
declined $1.0 million from the 2001 period to $2.3 million primarily due to
lower natural gas prices.

Discontinued Operations
As noted above, Coal Operations were reported as discontinued operations of the
Company as of December 31, 2000 and the accompanying Consolidated Financial
Statements and related disclosures for all periods presented have been reported
accordingly. The Company's plan of disposal includes the sale or shut down of
its active and idle coal mining operations (including 24 Company or contractor
operated mines and 5 active plants) and reserves, as well as other assets which
support those operations. The assets expected to be disposed of primarily
include inventory, the Company's partnership interest in Dominion Terminal
Associates ("DTA"), a coal port facility in Newport News, Virginia, and
property, plant and equipment. It is expected that certain liabilities,
primarily reclamation costs related to active properties, will be assumed by the
purchaser(s). Total proceeds from the sale of Coal Operations, which could
include cash, notes receivable, the present value of minimum future royalties to
be received and liabilities to be transferred, are expected to exceed $100
million.

Through the end of 2001, the Company recorded an estimated pretax loss on the
disposal of the discontinued segment of $348.5 million including $110.0 million
of loss on the disposal, $67.2 million of estimated operating losses to be
incurred from the December 2000 measurement date to the estimated dates of
disposal for the various operations and reserves and $171.3 million to accrue
certain "legacy" liabilities, as more fully described in the Company's 2001
Annual Report on Form 10-K.

                                       14
<PAGE>

In January 2002, the Company concluded a portion of its plan of disposition
through the sale of certain properties in West Virginia. Completion of the
balance of the plan is expected to take place during 2002. In April 2002, the
Company announced it had idled several of its mining operations for eight days
and temporarily laid off certain employees in response to adverse coal market
conditions resulting from unusually warm winter weather conditions and
corresponding weak electricity generation. Taking into account current market
conditions and management's revised expectations for operating performance in
the short term, the Company has increased its estimate of the pretax loss from
discontinued operations by $15.0 million ($11.0 million after-tax).

Estimates regarding losses on the disposal of Coal Operations and losses during
the disposal period are subject to known and unknown risks, uncertainties and
contingencies which could cause actual results to differ materially from those
which are anticipated. Such risks, uncertainties and contingencies, many of
which are beyond the control of the Company, include, but are not limited to,
overall economic and business conditions, demand and competitive factors in the
coal industry, the impact of delays in the issuance or the nonissuance of mining
permits, the timing of and consideration received for the sale of the coal
assets, costs associated with shutting down those operations that are not sold,
funding and benefit levels of the multi-employer pension plans, geological
conditions and variations in the spot prices of coal.

The Company has accrued $8.2 million (pretax) for its estimate of a
multi-employer pension plan withdrawal liability associated with its planned
exit from the coal business. The estimate is based on the most recent actuarial
estimate of liability for a withdrawal occurring in the plan year ending June
30, 2002. The ultimate withdrawal liability, if any, is subject to several
factors, including funding and benefit levels of the plans and the ultimate
timing and form of the sale transactions. Accordingly, the actual amount of this
liability could change materially.

The Company has established a Voluntary Employees' Beneficiary Association
("VEBA") which is intended to tax efficiently fund certain retiree medical
liabilities primarily for retired coal miners and their dependents. The VEBA may
receive partial funding from the proceeds of the planned sale of the Company's
coal business as well as other sources over time. As of March 31, 2002, the
balance in the VEBA was $16.7 million and was included in other non-current
assets.

On February 10, 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. A total of $0.8 million
(including interest) was refunded in 1999 for the FBLET that those companies
paid for the first quarter of 1997. The Company sought refunds of the FBLET it
paid on export coal sales for all open statutory periods and received refunds of
$23.4 million (including interest) during the fourth quarter of 2001. The
Company continues to pursue the refund of other FBLET payments. Due to
uncertainty as to the ultimate additional future amounts to be received, if any,
which could amount to as much as $20 million (before interest and applicable
income taxes), as well as the timing of any additional FBLET refunds, the
Company has not recorded the benefit of such additional FBLET refunds in its
estimate of operating losses to be incurred during the disposal period.

Operating Performance of Discontinued Operations
Since estimated operating losses during the sales period for the discontinued
operations are recorded as part of the estimated loss on the disposal of the
discontinued segment, actual operating results of operations during this period
are not included in consolidated results of operations. The following table
shows selected financial information for Coal Operations during the first
quarter of 2002 and 2001.

<TABLE>
<CAPTION>

                                                   Three Months Ended March 31
(In millions)                                                 2002        2001
--------------------------------------------------------------------------------
<S>                                                     <C>               <C>
Sales                                                   $     70.3        98.2
Operating loss before inactive employee benefit costs         (0.7)       (2.5)
Inactive employee benefit costs                              (10.5)       (6.5)
--------------------------------------------------------------------------------
Operating loss                                               (11.2)       (9.0)
Loss before income taxes                                $    (10.7)       (8.4)
--------------------------------------------------------------------------------
</TABLE>


                                       15
<PAGE>

Coal revenues of $70.3 million for the first quarter of 2002 were $27.9 million
lower than the $98.2 million in the first quarter of 2001 primarily resulting
from a decrease in sales volumes due to warm winter weather conditions partially
offset by higher realizations per ton. Operating loss before inactive employee
costs in the first quarter of 2002 was $1.8 million lower than the 2001 period,
primarily due to $1.6 million of other operating income related to a final
Harbor Maintenance Tax refund received in 2002 (exclusive of related interest to
be received, if any) and lower idle and closed facility costs as related to the
aforementioned West Virginia properties sold in January 2002, more than
offsetting lower coal margins.

The Company expects to incur ongoing expenses associated with its Coal
Operations in future years including interest costs and amortization expenses on
its retiree medical and black lung obligations, changes, if any, in valuations
of liabilities for inactive workers' compensation benefits, Health Benefit Act
benefits and retained reclamation liabilities, and certain ongoing costs, if
any, for abandoned sites or operations. Such expenses have been included in the
loss from discontinued operations. Upon completion of the disposal of the
Company's Coal Operations, these expenses will continue to be charged annually
against the Company's earnings. Using assumptions in existence as of December
31, 2001, the Company estimates that such expenses over the next five years will
approximate $45 million to $55 million per annum.

Foreign operations
The Company operates 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, its results are affected by changes in the value of the 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 may have in any one
country on the translated results. The Company, from time to time, uses foreign
currency forward contracts to hedge transactional risks associated with foreign
currencies. Translation adjustments of net monetary assets and liabilities
denominated in the local currency relating to operations in countries with
highly inflationary economies are included in net income, along with all
transaction gains or losses for the period.

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 such risks on the Company cannot be
predicted.

Other operating income, net
Other operating income, net, which is a component of each operating segment's
previously discussed operating profit, includes the Company's share of net
earnings or losses of unconsolidated affiliates, royalty income and gains and
losses from foreign currency exchange. Other operating income, net for the
quarter ended March 31, 2002 was $3.9 million, compared to $4.2 million in the
quarter ended March 31, 2001. The decrease in other operating income is
primarily attributable to a decrease in gas royalty income.

Interest expense
Interest expense decreased $2.5 million in the first quarter of 2002 as compared
to the same period of 2001 due to lower average borrowings and borrowing costs.

Other expense, net
Other expense, net for the first quarter of 2002 was $1.6 million compared to
$2.0 million for the first quarter of 2001. The decrease was primarily due to a
decrease in the costs associated with the sale of a revolving interest in
certain of BAX Global's receivables.

Income taxes
In both the 2002 and 2001 periods presented, the provision for income taxes from
continuing operations was greater than the statutory federal income tax rate of
35% primarily due to goodwill amortization (2001 only) and state income taxes,
partially offset by lower taxes on foreign income. The Company's effective tax
rate in 2002 is favorably impacted by the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets"
(see "Accounting Changes"). As a result of Coal Operations being reported as
discontinued operations, the tax benefits of percentage depletion are not
reflected in the effective tax rate of continuing operations.

                                       16
<PAGE>

<TABLE>
<CAPTION>

                         LIQUIDITY AND CAPITAL RESOURCES

Summary of cash flows available for financing:

                                                   Three Months Ended March 31
(In millions)                                                 2002        2001
--------------------------------------------------------------------------------
<S>                                                     <C>               <C>
Operating activities:
  Before changes in operating assets and liabilities    $     87.6        68.3
  Changes in assets and liabilities                          (39.6)      (15.7)
  Discontinued operations                                    (16.6)      (15.8)
--------------------------------------------------------------------------------
   Operating activities                                       31.4        36.8

Investing activities:
  Capital and aircraft heavy maintenance expenditures        (47.6)      (58.4)
  Other                                                      (10.4)       (6.6)
--------------------------------------------------------------------------------
   Investing activities                                      (58.0)      (65.0)
--------------------------------------------------------------------------------
Cash flows available for financing                      $    (26.6)      (28.2)
--------------------------------------------------------------------------------
</TABLE>


Operating activities
Cash provided by operating activities was slightly lower in the first quarter of
2002 compared to the 2001 period as $10.4 million higher income from continuing
operations was more than offset by higher cash used by working capital.

Investing activities
Capital expenditures for the first quarter of 2002 of $41.1 million were $14.2
million lower than for the same period in 2001. Of the 2002 capital
expenditures, $14.8 million (36%) was spent by Brink's, $20.1 million (49%) was
spent by BHS, $4.6 million (11%) was spent by BAX Global and $1.6 million (4%)
was spent by Other Operations. Lower capital expenditures in 2002 as compared to
2001 were primarily due to decreased spending on major information technology
initiatives at BAX Global.

Aircraft heavy maintenance expenditures increased $3.4 million in 2002 to $6.5
million as compared to 2001 as a result of regularly scheduled maintenance for
airplanes. The Company expects to spend between $30 million and $35 million on
aircraft heavy maintenance in 2002.

Capital expenditures for continuing operations in 2002 are currently expected to
range from $200 million to $220 million, depending on operating results
throughout the year. Expected capital expenditures for 2002 reflect an increase
in customer installations at BHS, security and information technology spending
at Brink's and increased spending on information technology at BAX Global. An
additional amount ranging from $15 million to $20 million of necessary or
committed expenditures relating to the discontinued operations is expected
during 2002. Capital expenditures for the discontinued operations reflect
spending in the first half of 2002 on the development of a deep mine in order to
improve the marketability of certain coal assets. The foregoing amounts exclude
expenditures that have been or are expected to be financed through operating
leases.

                                       17
<PAGE>


The Company's consolidated cash flows available for financing depends on each of
the operating segments' cash flows.

<TABLE>
<CAPTION>


                                                   Three Months Ended March 31
(In millions)                                                 2002        2001
--------------------------------------------------------------------------------
<S>                                                     <C>              <C>
Cash flows available for financing:
  Brink's                                               $     13.6       (10.2)
  BHS                                                         13.8        12.4
  BAX Global                                                 (23.1)      (11.5)
  Corporate and Other Operations                              (3.4)       (1.1)
  Discontinued operations                                    (27.5)      (17.8)
--------------------------------------------------------------------------------
Cash flows available for financing                           (26.6)      (28.2)
--------------------------------------------------------------------------------
</TABLE>


Cash flows available for financing at Brink's increased $23.8 million primarily
due to an improvement in operating performance and a decrease in capital
expenditures in the 2002 period versus the 2001 period. The decrease in cash
flows available for financing at BAX Global in 2002 over 2001 is primarily due
to higher uses of working capital in the first quarter of 2002 compared to the
2001 period. Discontinued operations' cash flow available for financing was
lower in 2002 than 2001 primarily as a result of higher inventory levels.

Financing activities
Net cash flows provided by financing activities were $31.1 million for 2002
compared with $28.4 million in 2001.

The Company has a $362.5 million credit agreement with a syndicate of banks
under which it may borrow on a revolving basis up to $185 million over a
three-year term ending October 2003 and up to $177.5 million over a one-year
term ending October 2002. The Company expects to negotiate an extension for a
significant portion of the facility which ends in October 2002. Approximately
$199.3 million was available for borrowing with this facility at March 31, 2002.

The Company has two multi-currency revolving bank credit facilities that total
$95.0 million in available credit line, of which approximately 50% was available
at March 31, 2002 for additional borrowing. Various foreign subsidiaries
maintain other secured and unsecured lines of credit and overdraft facilities
with a number of banks. Amounts outstanding under these agreements are included
in short-term borrowings.

The Company completed a $75.0 million private placement of Senior Notes in the
first quarter of 2001. The Senior Notes are scheduled to be repaid in 2005
through 2008. The Company has the option to prepay all or a portion of the Notes
prior to maturity with a prepayment penalty. The $75.0 million proceeds from
issuance of the Senior Notes were used to repay borrowings under the revolving
credit facility. The Company completed an additional $20.0 million private
placement of 7.17% Senior Notes in April 2002 with maturities ranging from four
to six years. The proceeds were used to repay a portion of its U.S. revolving
bank credit facility.

The U.S. bank credit agreement, the agreements 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 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.

Other
Certain of Brink's French operating subsidiaries are in the process of upgrading
information systems used to bill customers and to record revenues. During the
first quarter of 2002, the subsidiaries billed customers and recognized revenues
using estimates of services performed. The subsidiaries expect to adjust their
customer billings and revenues for differences between the estimated billings
and actual billings during the second and third quarters of 2002. The Company
does not expect these adjustments to customer billings and revenues to be
material.

                                       18
<PAGE>

Market risks and hedging and derivative activities
The Company has activities in over 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 foreign currency exchange rates and interest
rates. In addition, the Company consumes and sells certain commodities in its
businesses, exposing it to the effects of changes in the prices of such
commodities. These financial and commodity exposures are monitored and managed
by the Company as an integral part of its overall risk management program. The
diversity of foreign operations helps to mitigate a portion of the impact that
foreign currency rate fluctuations may have in any one country on the
consolidated translated results. The Company's risk management program considers
this favorable diversification effect as it measures the Company's exposure to
financial markets and as appropriate, seeks to reduce the potentially adverse
effects that the volatility of certain markets may have on its operating
results. The Company has not had any material change in its market risk
exposures since December 31, 2001.

Capitalization
As of March 31, 2002, the Company had the remaining authority to purchase over
time up to 1.0 million shares of Pittston Common Stock and any or all of the
issued and outstanding shares of its $31.25 Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") with an aggregate purchase
price limitation of $30 million for all such purchases. Such shares are to be
purchased from time to time in the open market or in private transactions, as
conditions warrant. No purchases were made under the authority in the first
quarter of 2002.

Dividends
During the first quarter of 2002 and 2001, the Company paid cash dividends of
$1.3 million and $1.2 million, respectively, on Pittston common stock. Dividends
paid on the Company's preferred stock in the first quarter of 2002 and 2001 were
$0.1 million in each period. Future dividends, if any, on the Company's common
stock are dependent on the earnings, financial condition, cash flow and business
requirements of the Company, as determined by the Board. On May 3, 2002, the
Board declared its regular quarterly dividend of $0.025 per share on its common
stock and $7.8125 per share on its preferred stock.

Accounting changes
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets," in the first quarter of 2002 and,
in accordance with the new standard, goodwill and intangible assets with
indefinite useful lives are no longer amortized, but are tested for impairment
at least annually. The Company's goodwill amortization for the first quarter of
2001 was approximately $2.4 million ($0.03 per diluted share including tax
effects). The Company is in the process of performing the transitional goodwill
impairment test which it expects to complete during the second quarter of 2002
and will record any resulting impairment charges, if necessary, as the
cumulative effect of an accounting change as of January 1, 2002.

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001. This statement supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" and will provide a single accounting model for long-lived assets held for
sale. SFAS No. 144 will also supersede the provisions of Accounting Principles
Board Opinion ("APB") No. 30, "Reporting the Effects of Disposal of a Segment of
a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," with regard to reporting the effects of a disposal of a segment
of a business and will require expected future operating losses from
discontinued operations to be reported in the periods in which the losses are
incurred (rather than as of the measurement date as required by APB No. 30). In
addition, SFAS No. 144 expands the definition of asset dispositions that may
qualify for discontinued operations treatment in the future. The Company has
adopted SFAS No. 144 beginning January 1, 2002 with no current effect on the
Company's Consolidated Financial Statements.

Pending accounting change
SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in June
2001 and addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it becomes
an obligation, if a reasonable estimate of


                                       19
<PAGE>

fair value can be made. The Company will adopt SFAS No. 143 in 2003. The Company
is currently evaluating the effect that implementation of the new standard may
have on its results of operations and financial position.

Forward-looking information
Certain of the matters discussed herein, including statements regarding the
timing and outcome of the disposal of the coal business, assets expected to be
disposed of, expected proceeds from the disposal of the coal business, the
retention of certain assets and liabilities following the disposal of the coal
assets, the Company's ongoing expenses associated with its Coal Operations, the
timing of the completion of the transitional goodwill impairment test
necessitated by SFAS No. 142, the impact of SFAS No. 143 on the Company's
results of operations and financial position, the timing of funding and source
of funds for the VEBA, the amount and timing of additional FBLET refunds, if
any, and Harbor Maintenance Tax-related interest payments, if any, the effect on
Brink's of the winding down of the euro currency introduction, the effects of
economic and competitive pressures in Latin America on Brink's operating
profits, the expectation that Latin America will remain a profitable region
overall for Brink's, the shift in demand to BAX Global's deferred ground freight
services, the impact of the September 11, 2001 terrorist attacks on BAX Global's
future costs (and the costs of its competitors), potential increases in
insurance costs for Brink's and BAX Global, the amounts BAX Global and other
subsidiaries may ultimately receive pursuant to the Air Transportation Safety
and System Stabilization Act, the timing of the payment of fleet charges and
station and other costs relating to the BAX Global restructuring, projected
aircraft heavy maintenance expenses and capital spending, the extension of the
Company's U.S. revolving credit facility and the timing and impact of the
expected adjustments to Brink's subsidiaries' customer bills in France, involve
forward-looking information which is subject to known and unknown risks,
uncertainties, and contingencies, many of which are beyond the control of the
Company and its subsidiaries, that could cause actual results, performance or
achievements to differ materially from those that are anticipated. Such risks,
uncertainties and contingencies include, but are not limited to, the ultimate
outcome of efforts to sell the coal business, the completion of sales of coal
assets on mutually agreeable terms, the parties that purchase the coal assets,
variations in the price of coal, variations in the number of people entitled to
retiree medical benefits arising from Coal Operations, unanticipated delays in
the finalization of the goodwill impairment test, the position taken by
governmental entities with respect to the timing and amount of additional FBLET
refunds, if any, and Harbor Maintenance Tax-related interest payments, if any,
Brink's ability to complete the euro introduction related work and manage the
costs associated with the winding up of that work, the economy, political
conditions and performance of Brink's competitors in Latin America, the
allocation of funds to pay the costs relating to the BAX Global restructuring,
decisions by U.S. businesses with respect to the use of expedited freight
transportation, the commercial lending market, the willingness of the leaders in
the Company's current lending group to continue to make credit available to the
Company, the ability of the Company to increase participation in the lending
group, personnel costs associated with the euro introduction, costs relating to
the reduction in assets as the euro introduction work concludes, the timing of
the implementation of Brink's billing system upgrades in France, the willingness
of customers of the Brink's subsidiaries in France to pay any fees resulting
from adjustments to their bills, the need for Brink's subsidiaries in France to
return, credit or otherwise offset any payments as a result of adjustments to
customer bills, the expansion of any of the operating segments into new markets,
overall economic and business conditions, the domestic and international demand
for the Company's products and services, pricing and other competitive factors
in the Company's businesses, labor relations, new government regulations and
legislative initiatives (particularly with respect to BAX Global and its lift
providers), decisions by Brink's and BAX Global's insurance carriers as to
whether to raise rates as a result of the widely reported hardening of insurance
markets, decisions by the federal government with respect to the allocation of
available funds under the Air Transportation Safety and System Stabilization
Act, variations in costs or expenses and performance delays by any public or
private sector supplier, service provider or customer.

                                       20
<PAGE>


                           Part II - Other Information
                           ---------------------------

Item 6.   Exhibits and Reports on Form 8-K
------    --------------------------------

(a)       Exhibits:

          10(a) (i) Note Purchase Agreement dated as of April 11, 2002 between
          the Registrant and the Purchasers set forth on the signature page.

               (ii) Form of Promissory Note.

(b)       Report on Form 8-K filed on April 1, 2002, with respect to temporary
          coal production cutbacks in response to adverse market conditions.


                                       21
<PAGE>


                                    SIGNATURE



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                  THE PITTSTON COMPANY



May 7, 2002                            By:        /s/ Robert T. Ritter
                                           -----------------------------------
                                                    Robert T. Ritter
                                                    (Vice President -
                                                Chief Financial Officer)



</TEXT>
</DOCUMENT>
