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<SEC-DOCUMENT>0000078890-03-000021.txt : 20030512
<SEC-HEADER>0000078890-03-000021.hdr.sgml : 20030512
<ACCEPTANCE-DATETIME>20030512172131
ACCESSION NUMBER:		0000078890-03-000021
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030512

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BRINKS CO
		CENTRAL INDEX KEY:			0000078890
		STANDARD INDUSTRIAL CLASSIFICATION:	BITUMINOUS COAL & LIGNITE MINING [1220]
		IRS NUMBER:				541317776
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09148
		FILM NUMBER:		03693513

	BUSINESS ADDRESS:	
		STREET 1:		1801 BAYBERRY COURT
		STREET 2:		P O BOX 18100
		CITY:			RICHMOND
		STATE:			VA
		ZIP:			23058-4229
		BUSINESS PHONE:		8045533681

	MAIL ADDRESS:	
		STREET 1:		1801 BAYBERRY COURT
		STREET 2:		P O BOX 18100
		CITY:			RICHMOND
		STATE:			VA
		ZIP:			23226-8100

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PITTSTON CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q1q.txt
<DESCRIPTION>1ST QUARTER 2003 FORM 10-Q
<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, 2003
                                                 --------------

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


               For the transition period from ________ to ________


                          Commission file number 1-9148




                               THE BRINK'S COMPANY
                              --------------------
             (Exact name of registrant as specified in its charter)



          Virginia                                               54-1317776
 ------------------------------                              ------------------
(State or other jurisdiction of                              (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
                                                           --------------


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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No ___

As of May  1,  2003,  54,253,423  shares  of $1  par  value  common  stock  were
outstanding.


<PAGE>


                         PART I - FINANCIAL INFORMATION
                      THE BRINK'S COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                     (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>

<CAPTION>
                                                              March 31            December 31
                                                                 2003                 2002
- ------------------------------------------------------------------------------------------------
                                                              (Unaudited)
ASSETS

Current assets:
<S>                                                    <C>                            <C>
Cash and cash equivalents                              $         117.1                102.3
Accounts receivable, net                                         526.3                540.0
Prepaid expenses and other                                        64.4                 58.4
Deferred income taxes                                             78.3                 81.3
- ------------------------------------------------------------------------------------------------
   Total current assets                                          786.1                782.0

Property and equipment, net                                      877.3                871.2
Goodwill, net                                                    230.3                227.9
Deferred income taxes                                            354.1                349.3
Other assets                                                     226.9                229.5
- ------------------------------------------------------------------------------------------------
   Total assets                                        $       2,474.7              2,459.9
================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                                  $          68.8                 41.8
Current maturities of long-term debt                              14.6                 13.3
Accounts payable                                                 271.2                261.9
Accrued liabilities                                              435.2                476.3
- ------------------------------------------------------------------------------------------------
   Total current liabilities                                     789.8                793.3

Long-term debt                                                   296.6                304.2
Accrued pension costs                                            129.1                122.6
Postretirement benefits other than pensions                      467.2                471.7
Deferred revenue                                                 127.9                127.0
Deferred income taxes                                             28.1                 28.4
Other liabilities                                                245.9                231.5
- ------------------------------------------------------------------------------------------------
Total liabilities                                              2,084.6              2,078.7

Commitments and contingent liabilities (Note 6)

Shareholders' equity:
Common stock, par value $1 per share:
   Authorized: 100.0 shares;
   Issued and outstanding: 2003 and 2002 - 54.3 shares            54.3                 54.3
Capital in excess of par value                                   375.1                383.0
Retained earnings                                                210.0                213.1
Accumulated other comprehensive loss                            (228.7)              (236.2)
Employee benefits trust, at market value                         (20.6)               (33.0)
- ------------------------------------------------------------------------------------------------
   Total shareholders' equity                                    390.1                381.2
- ------------------------------------------------------------------------------------------------
   Total liabilities and shareholders' equity          $       2,474.7              2,459.9
================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       2
<PAGE>



                      THE BRINK'S COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)
<TABLE>

<CAPTION>
                                                                          Three Months
                                                                         Ended March 31
                                                                       2003         2002
- -------------------------------------------------------------------------------------------

<S>                                                        <C>                     <C>
REVENUES                                                   $           941.3       899.5

EXPENSES:
Operating expenses                                                     818.7       759.9
Selling, general and administrative expenses                           124.0       106.4
- -------------------------------------------------------------------------------------------
   Total expenses                                                      942.7       866.3
Other operating income, net                                              4.5         3.9
- -------------------------------------------------------------------------------------------
   OPERATING PROFIT                                                      3.1        37.1

Interest expense                                                        (6.2)       (6.0)
Interest and other income (expense), net                                 1.8        (0.4)
Minority interest, net                                                  (0.8)       (1.1)
- -------------------------------------------------------------------------------------------
   Income (loss) from continuing operations before
     income taxes                                                       (2.1)       29.6
Provision (benefit) for income taxes                                    (0.8)       10.5
- -------------------------------------------------------------------------------------------
   INCOME (LOSS) FROM CONTINUING OPERATIONS                             (1.3)       19.1

Loss from discontinued operations, net of tax                           (0.4)      (11.0)
- -------------------------------------------------------------------------------------------
   NET INCOME (LOSS)                                     $              (1.7)        8.1
===========================================================================================

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE:
   Continuing operations                                 $              (0.02)       0.37
   Discontinued operations                                              (0.01)      (0.22)
- -------------------------------------------------------------------------------------------
                                                         $              (0.03)       0.15
===========================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       3
<PAGE>



                      THE BRINK'S COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (IN MILLIONS)
                                   (Unaudited)
<TABLE>

<CAPTION>
                                                                                               Three Months
                                                                                              Ended March 31
                                                                                            2003            2002
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                 <C>                      <C>
Net income (loss)                                                                   $       (1.7)            8.1
Adjustments to reconcile net income (loss) to net cash provided
   by operating activities:
   Loss from discontinued operations, net of tax                                             0.4            11.0
   Depreciation and amortization                                                            41.5            36.6
   Impairment charges from subscriber disconnects                                            7.5             7.3
   Amortization of deferred revenue                                                         (5.8)           (5.7)
   Aircraft heavy maintenance expense                                                        5.4             8.1
   Deferred income taxes                                                                    (4.5)            4.2
   Provision for uncollectible accounts receivable                                           -               2.4
   Other operating, net                                                                      3.7             5.9
   Pension expense, net of contributions                                                     7.1             3.9
   Changes in operating assets and liabilities, net of effects of acquisitions:
      Accounts receivable                                                                    9.9           (30.1)
      Accounts payable and accrued liabilities                                             (19.6)           (4.4)
      Deferred subscriber acquisition costs                                                 (4.3)           (4.1)
      Deferred revenue from new subscribers                                                  6.5             6.7
      Other, net                                                                             3.2            (1.2)
   Net cash used by discontinued operations                                                  -             (16.6)
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                   49.3            32.1
- -------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                       (47.4)          (41.1)
Aircraft heavy maintenance expenditures                                                     (3.9)           (6.5)
Proceeds from disposal of property and equipment                                             1.3             1.1
Acquisitions                                                                                (4.5)            -
Discontinued operations, net                                                                 -             (10.9)
Collections on notes receivable for former coal operations                                   6.2             -
Other, net                                                                                  (1.0)           (0.6)
- -------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                      (49.3)          (58.0)
- -------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Long term debt:
   Additions                                                                                 8.0            37.2
   Repayments                                                                              (17.1)          (15.1)
Short-term borrowings (repayments), net                                                     24.9            10.0
Dividends                                                                                   (1.3)           (1.4)
Other, net                                                                                   0.1             0.4
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                   14.6            31.1
- -------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                                                      0.2            (0.7)
- -------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                   14.8             4.5
Cash and cash equivalents at beginning of period                                           102.3            86.7
- -------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                          $      117.1            91.2
===================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>



                      THE BRINK'S COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.       BASIS OF PRESENTATION AND ACCOUNTING CHANGES

         On May 2, 2003, the  shareholders  of The Pittston  Company  approved a
         proposal to change the Company's name to The Brink's Company.  The name
         change  became  effective  on May 5, 2003.  Prior to May 5,  2003,  The
         Pittston Company traded on the New York Stock Exchange under the symbol
         "PZB."  Beginning on May 5, 2003, The Brink's Company trades on the New
         York Stock Exchange under the symbol "BCO."

         The Brink's Company and its  subsidiaries are referred to herein as the
         "Company."  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 significant assets and liabilities associated with its
         former coal operations and expects to have significant ongoing expenses
         and cash outflows related to former coal operations.

         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 2003 are not
         necessarily indicative of the results that may be expected for the year
         ending  December  31,  2003.  For  further  information,  refer  to the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         2002.

         Statement  of  Financial   Accounting   Standards   ("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 assessed the effects of
         SFAS No. 143 in the first quarter of 2003.  SFAS No. 143 did not have a
         material  impact on the  Company's  results of  operations or financial
         position.

         SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and
         Hedging  Activities,"  was issued in May 2003 and amends and  clarifies
         accounting for derivative  instruments,  including  certain  derivative
         instruments  embedded in other  contracts,  and for hedging  activities
         under SFAS No. 133. This  Statement is effective for contracts  entered
         into or  modified  after June 30,  2003 and for  hedging  relationships
         designated after June 30, 2003. The  implementation of the new standard
         is not expected to have a material  effect on the Company's  results of
         operations or financial position.





                                       5
<PAGE>





2.       EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                                          Three Months
                                                                         Ended March 31
         (In millions)                                                    2003     2002
         ---------------------------------------------------------------------------------

         NUMERATOR:
         <S>                                                      <C>             <C>
         Income (loss) from continuing operations                  $      (1.3)    19.1
         Preferred stock dividends                                         -       (0.1)
         ---------------------------------------------------------------------------------
         Basic and diluted income (loss) from continuing
           operations per share numerator                          $      (1.3)    19.0
         =================================================================================

         DENOMINATOR:
         Basic weighted average
           common shares outstanding                                      52.6     51.7
         Effect of dilutive stock options                                  -        0.3
         ---------------------------------------------------------------------------------
         Diluted weighted average
           common shares outstanding                                      52.6     52.0
         =================================================================================
</TABLE>


         Unallocated  shares of Company common stock held by The Brink's Company
         Employee Benefits Trust (the "Trust"),  a grantor trust, are treated as
         treasury  shares for earnings  per share  purposes.  Accordingly,  such
         shares are excluded from the basic and diluted income (loss) per common
         share  calculations.  As of March 31, 2003 and 2002, shares held by the
         Trust were 1.5 million and 2.3 million shares, respectively.
          The Company  excludes the effect of  antidilutive  securities from the
         computations  of diluted income (loss) from  continuing  operations per
         share. The equivalent weighted average shares of common stock that were
         excluded  in the period  ended March 31, 2003 and 2002 were 4.0 million
         shares and 1.3 million shares, respectively.

         The Company accounts for its stock-based  compensation  plans using the
         intrinsic  value  method  prescribed  in  Accounting  Principles  Board
         Opinion No. 25,  "Accounting for Stock Issued to Employees" and related
         interpretations.   Accordingly,  since  options  are  granted  with  an
         exercise  price  equal to the market  price of the stock on the date of
         grant, the Company has not recognized any compensation  expense related
         to its stock  options  plans for the three  months ended March 31, 2003
         and 2002, respectively.

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




                                       6
<PAGE>



                                                               Three Months
         (In millions, except                                  Ended March 31
         per share amounts)                                   2003      2002
         -----------------------------------------------------------------------

         Net income (loss):
           As reported                                     $  (1.7)     8.1
           Less: stock-based compensation expense
             determined under fair value method, net
             of related tax effects                           (1.1)    (0.7)
         -----------------------------------------------------------------------
           Pro forma                                       $  (2.8)     7.4
         -----------------------------------------------------------------------

         Net income (loss) per common share:
         Basic, as reported                               $   (0.03)    0.15
         Basic, pro forma                                     (0.05)    0.14
         Diluted, as reported                             $   (0.03)    0.15
         Diluted, pro forma                                   (0.05)    0.14
         =======================================================================


3.       SUPPLEMENTAL CASH FLOW INFORMATION

                                                            Three Months
                                                            Ended March 31
         (In millions)                                     2003       2002
         -----------------------------------------------------------------------
         Cash paid (received) for:
           Interest                                  $     5.6        7.8
           Income taxes, net of refunds              $     7.6       (3.2)
         -----------------------------------------------------------------------

         Depreciation of
           property and equipment                    $    39.7       35.1
         Amortization of BHS deferred subscriber
           acquisition costs                               1.8        1.5
         -----------------------------------------------------------------------
         Total depreciation and amortization         $    41.5       36.6
         =======================================================================


4.       COMPREHENSIVE INCOME

                                                                   Three Months
                                                                  Ended March 31
         (In millions)                                              2003   2002
         -----------------------------------------------------------------------

         Net income (loss)                                      $   (1.7)   8.1
         Other comprehensive income (loss),
           net of reclasses and taxes:
           Foreign currency translation adjustments                  4.4   (4.6)
           Deferred benefit (expense) on cash flow hedges            3.1   (0.5)
           Unrealized losses on marketable securities                -     (0.1)
         -----------------------------------------------------------------------
         Comprehensive income                                   $    5.8    2.9
         =======================================================================




                                       7
<PAGE>




5.       FORMER COAL OPERATIONS

         During the fourth  quarter of 2002,  the Company  completed its planned
         exit of the coal  business  by selling or shutting  down its  remaining
         coal  operations.  In the first  quarter  of 2003,  the  Company  began
         recognizing  certain  expenses related to its former coal operations as
         part of the  Company's  continuing  operations.  Prior to  2003,  these
         expenses  were   classified   as  part  of  the  Company's   loss  from
         discontinued operations.  Expenses included in continuing operations in
         the  first  quarter  of  2003  related  to the  Company's  former  coal
         operations were as follows:

                                                                Three Months
                                                                Ended March 31
         (In millions)                                              2003
         -----------------------------------------------------------------------
         Former coal operations:
           Company-sponsored postretirement
             benefits other than pensions                       $   12.2
           Black lung obligations                                    1.5
           Pension                                                   0.1
           Administrative, legal and other expenses, net             3.5
         -----------------------------------------------------------------------
                                                                $   17.3
         -----------------------------------------------------------------------


6.       CONTINGENCIES

         The  Company  will  continue  to  record  adjustments  to  coal-related
         contingent assets and liabilities within  discontinued  operations.  In
         the  first  quarter  of 2003,  the  Company  recorded  a charge of $0.4
         million (after tax) in discontinued  operations  reflecting its current
         estimate of the value of certain  contingent  liabilities of the former
         coal operations.

         The Company is defending  potentially  significant civil suits relating
         to its former coal  business.  Although the Company is defending  these
         cases  vigorously  and  believes  that its defenses  have merit,  it is
         possible that one or more of these suits  ultimately  may be decided in
         favor of the  plaintiffs.  If so, the Company expects that the ultimate
         amount of unaccrued losses could range from $0 to $30 million.

         The Company is continuing  to market the residual  assets of its former
         coal  operations,  and  expects  purchasers  to assume a portion of the
         Company's coal equipment  operating  leases and advance minimum royalty
         obligations. Advance royalty payments relate to the right to access and
         mine coal  properties.  These advance royalty  payments are recoverable
         against future production by purchasers of the residual coal assets. At
         March 31,  2003,  the  amount  of the  Company's  obligations  that are
         expected to be assumed by purchasers was approximately $25 million.  To
         the extent that  obligations are not assumed by purchasers as expected,
         the  Company's  liabilities  associated  with advance  minimum  royalty
         obligations could potentially increase.

         The Company participates in the United Mine Workers of America ("UMWA")
         1950 and 1974 pension plans at defined  contribution rates, but expects
         to  ultimately  withdraw  from  these  plans.  At March 31,  2003,  the
         Company's estimated withdrawal  liability was $35.0 million,  unchanged
         from the amount as reported at December 31, 2002. The actual withdrawal
         liability, if any, is subject to several factors, including funding and
         benefit levels of the plans and the date that the Company is determined
         to have completely withdrawn from the plans. Accordingly,  the ultimate
         obligation could change materially.




                                       8
<PAGE>


         At March 31,  2003,  the  liability  recorded  for the  Company's  UMWA
         Combined  Benefit  Fund  obligations  under the Coal  Industry  Retiree
         Health Benefit Act of 1992 was $171.8  million.  This liability will be
         adjusted as new  historical  data is received and  assumptions  used to
         estimate the liability change. Such adjustments  typically occur in the
         fourth quarter each year.

         In 1999, the U.S.  District  Court of the Eastern  District of Virginia
         entered  a  final  judgment  in  favor  of  certain  of  the  Company's
         subsidiaries,  ruling that the Federal  Black Lung Excise Tax ("FBLET")
         is unconstitutional as applied to export coal sales.  Through 2001, the
         Company has received  refunds of $24.2  million  (including  interest).
         During the fourth  quarter of 2002,  the Company  reached a  settlement
         under which the  government  agreed to pay  additional  refunds of $3.2
         million, of which $1.0 million was received during the first quarter of
         2003.  The  Company  continues  to pursue  the  refund  of other  FBLET
         payments.  Due to uncertainty as to the ultimate  receipt of additional
         amounts,  if any, which could amount to as much as $18 million  (before
         income taxes),  as well as the timing of any additional  FBLET refunds,
         the Company has not currently recorded  receivables for such additional
         FBLET refunds.

7.       SUBSEQUENT EVENTS

         In April 2003, the Company accepted $19.8 million in full settlement of
         the notes  receivable and royalty  obligations  received as part of the
         consideration in the sale of its former Virginia coal  operations.  The
         Company will  recognize a $2.6 million pretax gain on the settlement in
         the second quarter of 2003.

         The  balance  in  the  Company's   Voluntary   Employees'   Beneficiary
         Association  ("VEBA") as of March 31, 2003 was $17.7 million.  In April
         2003,  the Company  contributed  $32  million to its VEBA.  The VEBA is
         intended to tax efficiently  fund certain  retiree medical  liabilities
         primarily for retired coal miners and their dependents.





                                       9
<PAGE>



                      THE BRINK'S COMPANY AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION


SUMMARY
On May 2, 2003, the  shareholders of The Pittston Company approved a proposal to
change  the  Company's  name to The  Brink's  Company.  The name  change  became
effective on May 5, 2003.  Prior to May 5, 2003, The Pittston  Company traded on
the New York Stock  Exchange  under the symbol "PZB."  Beginning on May 5, 2003,
The  Brink's  Company  trades on the New York  Stock  Exchange  under the symbol
"BCO."

The  Brink's  Company  and  its  subsidiaries  are  referred  to  herein  as the
"Company."  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 major  services  offered  by Brink's  include  armored  car  transportation,
automated  teller machine ("ATM")  servicing,  currency and deposit  processing,
coin sorting and wrapping,  arranging the secure air transportation of valuables
("Global  Services")  and the  deploying and servicing of safes and safe control
devices,  including its patented  CompuSafe(R) service. BHS is primarily engaged
in the business of  marketing,  selling,  installing,  monitoring  and servicing
electronic  security systems in owner-occupied,  single-family  residences.  BAX
Global provides  transportation and supply chain management services on a global
basis,  specializing  in the heavy  freight  market  for  business  to  business
shipping.


The Company's fourth operating  segment is Other  Operations,  which consists of
the  Company's  gold,  timber and natural gas  operations.  The Company also has
significant  assets and  liabilities  associated with its former coal operations
and expects to have  significant  ongoing  expenses and cash outflows related to
former coal operations.

The  Company's  loss from  continuing  operations  was $1.3 million in the first
three  months of 2003  compared  to income of $19.1  million  in the prior  year
period.  Results from continuing  operations were lower in the 2003 quarter due,
in part, to lower  operating  profits at Brink's,  partially  offset by improved
results at BHS and BAX Global.  Operating  profit at Brink's in the 2002 quarter
included the benefit of special euro currency-related  distribution projects. In
addition, the first quarter of 2003 included $17.3 million (pretax) of expenses,
associated with the former coal operations, which are recorded within continuing
operations beginning in 2003.


                                       10
<PAGE>



                              RESULTS OF OPERATIONS
<TABLE>

<CAPTION>
                                                        Three Months
                                                       Ended March 31
(Dollars in millions)                                 2003       2002     % Change
- -------------------------------------------------------------------------------------
Revenues:
<S>                                             <C>             <C>          <C>
   Brink's                                      $    391.4      406.7        (4)
   BHS                                                73.9       67.2        10
   BAX Global                                        463.6      415.6        12
- -------------------------------------------------------------------------------------
     Business and Security Services                  928.9      889.5         4
   Other Operations                                   12.4       10.0        24
- -------------------------------------------------------------------------------------
     Revenues                                   $    941.3      899.5         5
=====================================================================================

Operating profit (loss):
   Brink's                                      $     13.1       31.7       (59)
   BHS                                                16.7       15.2        10
   BAX Global                                         (5.5)      (6.7)       18
- -------------------------------------------------------------------------------------
     Business and Security Services                   24.3       40.2       (40)
   Other Operations                                    3.3        2.4        38
   Former coal operations                            (17.3)       -          NM
   General corporate expense                          (7.2)      (5.5)      (31)
- -------------------------------------------------------------------------------------
     Operating profit                           $      3.1       37.1       (92)
=====================================================================================
</TABLE>


BRINK'S
<TABLE>

<CAPTION>
                                                  Three Months
                                                 Ended March 31
(Dollars in millions)                           2003         2002         % Change
- -------------------------------------------------------------------------------------
Revenues:
<S>                                        <C>               <C>             <C>
   North America (a)                       $    175.8        168.3           4
   International                                215.6        238.4         (10)
- -------------------------------------------------------------------------------------
     Revenues                              $    391.4        406.7          (4)
=====================================================================================
Operating profit:
   North America (a)                       $     10.8         10.7           1
   International                                  2.3         21.0         (89)
- -------------------------------------------------------------------------------------
     Segment operating profit              $     13.1         31.7         (59)
=====================================================================================

Operating margin:                                 (%)          (%)
   North America (a)                              6.1          6.4
   International                                  1.1          8.8
   Total                                          3.3          7.8
=====================================================================================
Depreciation and amortization             $      15.6         14.4           8
Capital expenditures                             16.4         14.8          11
=====================================================================================
<FN>

(a) Comprises U.S. and Canada.
</FN>
</TABLE>

Brink's  worldwide  revenues were $391.4 million in the first quarter of 2003, a
4% decrease  compared with the first quarter of 2002, while operating profit was
59% lower than in the prior year's  quarter.  The lower  results were  primarily
related to International  operations,  which in 2002 were positively impacted by
special euro-related processing and transportation work, and negatively impacted
in 2003 by the effects of weak economies in Europe and South America.



                                       11
<PAGE>




Revenue
North American revenues were higher in the first quarter of 2003 compared to the
2002 period primarily due to higher revenues from armored car operations  (which
include ATM services) and U.S. cash logistics (currency processing).

The  decrease in  International  revenues  was largely  attributable  to Brink's
operations in South America, and to a lesser extent, Europe, partially offset by
increases in Asia Pacific.  The positive  effect on revenue of the stronger euro
(relative to the U.S.  dollar) was more than offset by the effect of the decline
of currency values in South America.  In the first quarter of 2002,  revenues in
Europe benefited from the transportation and processing work associated with the
issuance of the euro and the return of the legacy  currencies  of the  countries
adopting the euro.

Operating profit
North American  operating profit in the first quarter of 2003 was about the same
as the 2002 period, although the margin declined slightly.  Improved results for
U.S.  cash  logistics  were  partially  offset by lower  results  from  Canadian
operations.  Operating  profit in North America was also negatively  impacted by
increased  employee benefit  expenses,  including higher pension expense for the
Company's  primary  U.S.  pension  plan and higher  health care costs for active
employees.  Operating  results in North  America are  expected  to be  adversely
affected by approximately $7 million higher pension expense  associated with the
Company's  primary U.S.  pension plan for the full year 2003 as compared to 2002
due to the  effects of  unfavorable  returns on plan  assets over the last three
years and a lower discount rate used to determine projected benefit obligations.
The  estimated  increase in expense for the full year has been  reduced from the
amount  disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 primarily as the result of amendments to the Company's pension
plan.

During the first quarter of 2003,  management  initiated a plan to close Brink's
corporate  headquarters in Darien,  Connecticut and relocate employees to either
Brink's U.S. headquarters in Coppell, Texas, or The Brink's Company headquarters
in Richmond,  Virginia.  As a result,  approximately $5 million of severance and
other costs are expected to be  recognized  in the U.S.  during the remainder of
2003, primarily during the second and third quarters.

International  operating  profit and margins  were  significantly  lower for the
first  quarter  of  2003  as  compared  to  the  same  period  of  2002  due  to
substantially  lower operating  profit in Europe and, to a lesser extent,  South
America, partially offset by an increase in operating profit in Asia Pacific. In
Europe,  operating  profit in 2003 was lower primarily due to the absence of the
euro  work done in the first  quarter  of 2002,  a weak  European  economy,  the
effects  of the  conflict  in the  Middle  East,  approximately  $2  million  in
severance  expense  associated  with  European work force  reductions  and lower
volumes in the United Kingdom.  European  operating results for the remainder of
2003 are expected to benefit from management  changes and work force  reductions
made to align resources to meet business needs.  European operating  performance
in  2002  was  positively   impacted  by  stronger  volumes   primarily  due  to
transportation  and processing work associated with the issuance of the euro and
the return of legacy currencies.

In South  America,  operating  profit during the first quarter of 2003 was lower
than the same quarter last year primarily due to lower operating  performance in
Venezuela, Brazil and Argentina as a result of the continuing difficult economic
and  operating  conditions  in the  region.  These  conditions  are  expected to
continue  to impact  operating  profit in the second  quarter of 2003;  however,
Brink's does not expect operating results to deteriorate  significantly  further
in the near term. Asia Pacific results were higher than the prior year primarily
due to improved results in Australia.




                                       12
<PAGE>



Severe  Acute  Respiratory  Syndrome  ("SARS")  is  affecting  general  business
conditions  in the Asia  Pacific  region.  Any  impact of SARS on Brink's or its
customers  may  negatively   affect  Brink's   revenues  and  operating   profit
(particularly  Global Services) in Asia Pacific and other regions beginning with
the second quarter of 2003.


BRINK'S HOME SECURITY
<TABLE>

<CAPTION>
                                                            Three Months
                                                            Ended March 31
(Dollars in millions, subscriber data in thousands)        2003        2002      % Change
- -------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>           <C>
Revenues                                           $       73.9        67.2          10
- -------------------------------------------------------------------------------------------
Operating profit:
Recurring services (a)                             $       30.3        26.9          13
Investment in new subscribers (b)                         (13.6)      (11.7)        (16)
- -------------------------------------------------------------------------------------------
   Segment operating profit                        $       16.7        15.2          10
===========================================================================================
Operating margin                                           22.6%       22.6%
Monthly recurring revenues (c)                     $       21.6        19.6          10
===========================================================================================
Annualized disconnect rate                                  6.5%        6.7%
===========================================================================================
Number of subscribers:
   Beginning of period                                    766.7       713.5
   Installations                                           27.4        25.1           9
   Disconnects                                            (12.6)      (12.1)         (4)
- -------------------------------------------------------------------------------------------
   End of period                                          781.5       726.5
===========================================================================================
   Average number of subscribers                          774.0       719.6           8

Depreciation and amortization (d)                  $       11.6        10.2          14
Impairment charges from subscriber disconnects              7.5         7.3           3
Amortization of deferred revenue (e)                       (5.8)       (5.7)          2
Net cash deferrals on new subscribers (f)                   2.2         2.6         (15)
Capital expenditures                                       23.1        20.1          15
===========================================================================================
<FN>

(a)  Reflects operating profit generated from the existing  subscriber base plus
     the  amortization  of deferred  revenues less the  amortization of deferred
     subscriber acquisition costs (primarily direct selling expenses).

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

(c)  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
     contractual monitoring and maintenance services. The amortization of
     deferred revenues is excluded. See "Reconciliation of Non-GAAP Measures".

(d)  Includes  amortization  of deferred  subscriber  acquisition  costs of $1.8
     million and $1.5 million in 2003 and 2002, respectively.

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

(f)  Nonrefundable  payments  received from customers for new  installations for
     which revenue  recognition  has been  deferred,  net of payments for direct
     selling  expenses for which  expense  recognition  has been  deferred.  The
     amount is equal to "Deferred  subscriber  acquisition  costs" and "Deferred
     revenue from new  subscribers"  as reported in the  Company's  Consolidated
     Statement of Cash Flows.
</FN>
</TABLE>



                                       13
<PAGE>



Revenue
Revenues  increased  10% in the first  quarter of 2003 as  compared  to the same
period of 2002 primarily due to an 8% larger average  subscriber base as well as
higher  average  monitoring  rates.  These  factors  also  contributed  to a 10%
increase in monthly recurring revenues for March 2003 as compared to March 2002.
Installations  were 9% higher than in the first quarter of 2002 and  disconnects
were 4% higher in number,  though lower as a percentage of the subscriber  base,
than  in the  prior  year's  period.  BHS  believes  that  its  6.5%  annualized
disconnect  rate for the quarter,  a 20 basis point  improvement  from the first
quarter of 2002, is due in large part to the effect of having increased  minimum
acceptable  credit scores for new subscribers in prior years as well as its high
quality customer service.  The disconnect rate for the second and third quarters
of 2003 is expected to be seasonally higher than in the first quarter of 2003.

Operating profit
Segment  operating  profit for the first quarter of 2003  increased 10% from the
same period of 2002 as subscriber  volume-related  growth in recurring  services
and improved  service  margins were only partially  offset by an increase in the
cost of obtaining new subscribers.

Reconciliation of non-GAAP measures
                                                  Three Months Ended March 31
(In millions)                                        2003            2002
- --------------------------------------------------------------------------------
March:
   Monthly recurring revenues ("MRR")          $     21.6            19.6
   Amounts excluded from MRR:
     Amortization of deferred revenue                 2.0             1.9
     Other revenues (a)                               1.3             1.2
- --------------------------------------------------------------------------------
   Revenues on a GAAP basis                    $     24.9            22.7
================================================================================

Revenues on a GAAP basis:
   March                                       $     24.9            22.7
   January - February                                49.0            44.5
- --------------------------------------------------------------------------------
   January - March                             $     73.9            67.2
================================================================================

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

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




                                       14
<PAGE>



BAX GLOBAL

                                                    Three Months
                                                   Ended March 31
(In millions, except percentages)                 2003       2002   % Change
- -------------------------------------------------------------------------------
Revenues:
   Americas                                  $   236.6      232.0        2
   International                                 244.3      199.0       23
   Eliminations/other                            (17.3)     (15.4)     (12)
- --------------------------------------------------------------------------------
     Revenues                                $   463.6      415.6       12
================================================================================
Operating profit (loss):
   Americas                                  $    (9.7)     (10.5)       8
   International                                   7.1        6.5        9
   Other                                          (2.9)      (2.7)      (7)
- --------------------------------------------------------------------------------
     Segment operating loss                  $    (5.5)      (6.7)      18
================================================================================

Operating margin                                   (%)        (%)
   Americas                                       (4.1)      (4.5)
   International                                   2.9        3.2
   Total                                          (1.2)      (1.6)
================================================================================
Depreciation and amortization                $    12.2       10.8       13
Capital expenditures                               5.8        4.6       26
================================================================================
Intra-U.S. revenue                           $   110.9      108.7        2
Worldwide expedited freight services:
   Revenues                                  $   354.0      320.4       10
   Weight in pounds                              374.4      348.7        7
================================================================================

Revenue
Worldwide  revenues  increased  12% in the first quarter of 2003 compared to the
same  period of 2002  primarily  due to  increased  air  export  volumes in Asia
Pacific as well as increased  activity in supply chain management  operations in
Asia Pacific and the Americas.

Americas  revenues  increased  2% in the  first  quarter  of 2003  over the 2002
quarter,  reflecting  growth in the U.S. supply chain  management  business.  An
increase in volumes for freight with deferred  delivery,  which  generally  uses
ground   transportation,   more  than   offset  a  decrease   in   volumes   for
higher-yielding overnight and second day air freight.

International  revenues for the first  quarter of 2003  increased  $45.3 million
from the same  period of 2002  including  approximately  $19  million due to the
strengthening of certain  currencies  relative to the U.S. dollar,  primarily in
Europe.  Excluding  the  effect of  changes  in  currency  rates,  International
revenues  for the first  quarter of 2003 were 13% higher than the same period of
2002.  This increase was  attributable to Asia Pacific due to an increase in air
export  volumes to the U.S.  for existing  customers  and growth in supply chain
management  operations.  Asia  Pacific  revenues  in the first  quarter  of 2003
reflected the benefit of a portion of the  surcharges  imposed by airlines being
passed to customers. Supply chain management activity was positively impacted by
an expansion of operations in China as well as increased  activity from existing
customers. The positive impact of currency exchange rates in the Atlantic region
more than offset the effects of a decline in volumes in the region.  Activity in
the region  continues to be  negatively  impacted by the weak  European  economy
which was further affected during the first quarter of 2003 due to concerns over
the conflict in the Middle East.




                                       15
<PAGE>



Operating profit (loss)
Worldwide  operating  results  improved  slightly  in the first  quarter of 2003
compared to the same period of 2002.  Higher  transportation  costs in the first
quarter of 2003 compared to the 2002 quarter were primarily  attributable to the
increase in air export volumes between Asia Pacific and the U.S and higher costs
per shipment due to surcharges charged by third-party air carriers.

Operating results in the Americas for the first quarter of 2003 improved 8% over
the same period of 2002 and were negatively  affected by the weak U.S.  economy,
the effects of which are expected to continue  into at least the second  quarter
of 2003. Heavy  maintenance  expense decreased $2.7 million from the 2002 period
primarily due to a reduction in the cost of turnback  obligations related to the
return of a leased  aircraft.  A decrease in U.S.  transportation  costs for the
first  quarter  of  2003  over  the  prior  year  quarter  reflected  continuing
cost-alignment  efforts,  including  reduced  leasing cost for  aircraft,  while
customer service levels remained high.  Operating results in the Americas in the
first  quarter of 2003 included an increase of $0.9 million over the same period
of 2002  associated  with the Company's  primary U.S.  pension  plan.  Operating
results in the America's are expected to be adversely  affected by approximately
$3 million higher pension  expense for the Company's  primary U.S.  pension plan
for the full year 2003 as  compared to 2002,  due to the effects of  unfavorable
returns on plan assets over the last three years and a lower  discount rate used
to determine  projected benefit  obligations.  The estimated increase in expense
for the full year has been  reduced from the amount  disclosed in the  Company's
Annual Report on Form 10-K for the year ended  December 31, 2002  primarily as a
result of amendments to the Company's pension plan.

International  operating profit for the first quarter of 2003 as compared to the
same period of 2002  increased  9% due to the  increase in volumes of air export
freight from Asia Pacific,  partially  offset by the effects of lower demand for
air freight services in the Atlantic region.  Margins on Asia Pacific air export
shipments  were lower as the  effects of  capacity  constraints  and  surcharges
charged by third-party  air carriers  resulted in higher airline  transportation
costs. In the Atlantic region,  the continuing weak European economy  negatively
affected  pricing  and  volumes.  The  Company  expects  the effects of the weak
European economy on Atlantic  revenues and operating profit to continue into the
second quarter of 2003.

SARS has resulted in reduced  capacity in the Asia Pacific  region due to flight
cancellations  and reduced  travel  within the region.  Any reduction in freight
volumes  as a result of the impact of SARS on BAX  Global or its  customers  may
negatively affect BAX Global's future revenues and operating profit. Surcharges,
if any,  related  to  security  or fuel  imposed  in the  future by third  party
airlines  BAX  Global  uses to provide  its  services  may  reduce BAX  Global's
operating results if such surcharges cannot be passed on to customers.

OTHER OPERATIONS
In the  fourth  quarter  of 2002,  the  Company  entered  into an  agreement  to
negotiate  the sale of its  interests in its gold mining  joint  ventures to MPI
Mines Ltd. ("MPI"),  a publicly traded equity affiliate in which the Company has
a  minority  interest,  in  exchange  for  additional  shares  of MPI and  other
consideration.  The  transfer,  when and if agreed to, will be  contingent  upon
various factors.  The Company does not presently control MPI and does not expect
to control MPI after the exchange.  In April 2003, MPI issued an additional 25.0
million shares in a secondary offering in which the Company did not participate.
The Company's  interest in MPI after the offering is 23.3%.  The Company expects
to exit the timber and natural gas businesses in order to focus resources on its
core Business and Security Services segments.  The nature and timing of the exit
could  materially  affect the Company's  results of operations and cash flows in
one or more periods.

Net sales from the Company's  gold  operations  during the first quarter of 2003
increased  39% from the 2002 period to $5.4  million,  primarily  as a result of
higher average  realizations.  Operating profit at the Company's gold operations
was $0.2  million in the first  quarter of 2003 versus $0.4  million in the 2002
period. The decrease in operating profit reflects higher costs per ounce sold.


                                       16
<PAGE>

Revenues from the Company's  timber  operations  are primarily  from the sale of
wood chips,  logs and lumber.  Revenues for the Company's  timber  operations of
$5.1 million were $0.5 million  higher in the first  quarter of 2003 than in the
same period of 2002 primarily due to an increase in the volume of wood chips and
lumber  sold,  partially  offset by a reduction  in the volume of logs sold.  In
addition,  the first quarter of 2003 reflected increases in the sales prices for
logs and lumber as compared to the prior year quarter.  The operating  profit of
$0.2 million for the first  quarter of 2003 improved from a loss of $0.4 million
in the prior year quarter,  reflecting  the higher sales volume as well as lower
production costs.

Net sales from the Company's  natural gas operations were $1.9 million,  or $0.4
million higher than the 2002 period, primarily due to higher natural gas prices.
Operating  profit for the  natural gas  operations,  including  royalty  income,
increased  $0.6 million from the 2002 period to $2.9  million  primarily  due to
higher natural gas prices.

FORMER COAL OPERATIONS
During  December  2002,  the Company  concluded its plan to sell or shut down it
coal  mining   operations  by  selling  or  shutting  down  its  remaining  coal
operations.  Residual  assets  have been  classified  by the Company as held and
used.

In the first quarter of 2003,  the Company began  recognizing  certain  expenses
related  to its  former  coal  operations  as part of the  Company's  continuing
operations.  Prior  to  2003,  these  expenses  were  classified  as part of the
Company's loss from  discontinued  operations.  Expenses  included in continuing
operations  in the first  quarter of 2003 related to the  Company's  former coal
operations were as follows:

                                                          Three Months
                                                         Ended March 31
(In millions)                                                2003
- --------------------------------------------------------------------------------
Former coal operations:
   Company-sponsored postretirement
     benefits other than pensions                        $   12.2
   Black lung obligations                                     1.5
   Pension                                                    0.1
   Administrative, legal and other expenses, net              3.5
- --------------------------------------------------------------------------------
                                                         $   17.3
================================================================================

Quarterly administrative, legal and other expenses, net, are expected to decline
during 2003 as  administrative  functions are reduced and residual  assets sold.
Expenses related to residual assets include property taxes,  insurance and lease
payments.

The Company  will  continue to record  adjustments  to  coal-related  contingent
assets and liabilities within discontinued  operations.  In the first quarter of
2003, the Company  recorded a charge of $0.4 million (after tax) in discontinued
operations  reflecting its current  estimate of the value of certain  contingent
liabilities of the former coal operations.

In April 2003,  the Company  accepted  $19.8  million in full  settlement of the
notes receivable and royalty  obligations  received as part of the consideration
in the sale of its former Virginia coal operations. The Company will recognize a
$2.6 million pretax gain on the settlement in the second quarter of 2003.

CORPORATE EXPENSES
Corporate  expenses were $1.7 million higher during the first quarter of 2003 as
compared to the same  period of 2002,  primarily  due to higher  benefit-related
expenses. In addition,  payroll costs during the 2003 period were higher than in
the same period of 2002 due to increased  headcount.  Corporate expenses for the
last nine months of 2003 will include  additional  costs associated with actions
to comply with Section 404 of the Sarbanes-Oxley Act of 2002.

                                       17
<PAGE>

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.

Brink's  Venezuelan  subsidiary  was  considered  to be  operating  in a  highly
inflationary  economy  during 2002.  However  Venezuela was no longer treated as
having a highly  inflationary  economy effective January 1, 2003. It is possible
that the economy in Venezuela may be  considered  highly  inflationary  again at
some time in the future.

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.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling,  general and  administrative  expenses is a component of each segment's
previously  discussed  operating profit.  The $17.6 million increase in selling,
general and administrative expenses for the first quarter of 2003 as compared to
the same period of 2002 was  primarily due to higher  benefit-related  costs and
the negative effect of the strengthening of certain  currencies  relative to the
U.S.  dollar,  primarily in Europe.  Higher  pension  expense for the  Company's
primary U.S. pension plan resulted from unfavorable  returns on plan assets over
the last  three  years and a lower  discount  rate used to  determine  projected
benefit  obligations.  In addition,  during the first quarter of 2002,  expenses
associated  with the  Company's  former coal  operations  were  recorded  within
discontinued operations.  Beginning in 2003, expenses associated with the former
coal operations are recorded in continuing operations.

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, 2003 was $4.5  million,  compared to $3.9 million in the
quarter  ended  March 31,  2002.  The  increase  in other  operating  income was
primarily attributable to an increase in gas royalty income, partially offset by
lower gains from foreign currency exchange in the first quarter of 2003.

INTEREST EXPENSE
Interest expense increased $0.2 million in the first quarter of 2003 as compared
to the same period of 2002, primarily due to higher average borrowings partially
offset by lower average borrowing costs.

INTEREST AND OTHER INCOME (EXPENSE), NET
Interest and other income (expense),  net,  increased $2.2 million for the first
quarter  of 2003 as  compared  to the same  period of 2002.  Interest  and other
income,  net, for the first quarter of 2003 included  approximately $0.2 million
of  interest  income   associated  with  the  Company's   Voluntary   Employees'
Beneficiary  Association  ("VEBA").  Interest  income  on the VEBA was  recorded
within discontinued operations during 2002.




                                       18
<PAGE>



INCOME TAXES
The effective tax rate for  continuing  operations for the first three months of
2003 was 37.5%  compared to 35.5% in the same period of 2002.  The provision for
income taxes  exceeded the 35% statutory  federal income tax rate in each of the
2003 and 2002 periods presented  primarily due to state income taxes,  partially
offset by lower taxes on certain foreign earnings.  The Company's  effective tax
rate  may  change  from  period  to  period  due  to  changes  in  the  expected
geographical mix of earnings and other factors.





                                       19
<PAGE>



                         LIQUIDITY AND CAPITAL RESOURCES

<TABLE>

<CAPTION>
                                                                             Three Months
                                                                            Ended March 31
(In millions)                                                                2003     2002
- --------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
<S>                                                                 <C>               <C>
   Before changes in operating assets and liabilities               $        53.6     81.8
   Changes in assets and liabilities, including working capital              (4.3)   (33.1)
   Discontinued operations                                                    -      (16.6)
- --------------------------------------------------------------------------------------------
     Operating activities                                                    49.3     32.1
- --------------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
   Capital and aircraft heavy maintenance expenditures                      (51.3)   (47.6)
   Other                                                                      2.0    (10.4)
- --------------------------------------------------------------------------------------------
     Investing activities                                                   (49.3)   (58.0)
- --------------------------------------------------------------------------------------------
Cash flows before financing activities                              $         -      (25.9)
============================================================================================

</TABLE>

OPERATING ACTIVITIES
Cash  provided by operating  activities  was higher in the first quarter of 2003
compared to the 2002 period primarily due to a decrease in cash used for working
capital  needs and by former  coal  operations  in the 2003  quarter,  partially
offset by lower income from continuing  operations in 2003. Cash used in working
capital in 2003  primarily  reflected  fluctuations  in  receivable  and payable
levels  at  Brink's  and BAX  Global  as well as a net $2.8  million  impact  of
payments  of  accounts  payable  in excess  of  receivables  collections  at the
Company's former coal operations.

Through BAX Funding  Corporation ("BAX Funding"),  a wholly-owned,  consolidated
special-purpose   subsidiary,  BAX  Global  converts  a  majority  of  its  U.S.
receivables  into  cash  by  selling  an  undivided  interest  in a pool  of the
receivables  to a third  party.  This  reduces  the amount  that the  Company is
required to borrow under its credit lines for working capital.  During the first
quarter of 2003, BAX Funding decreased the net amount of revolving interest sold
by $7 million to $65  million.  During the first  quarter of 2002,  BAX  Funding
decreased  the net  amount of  revolving  interest  sold by $16  million  to $53
million.

Based on its preliminary  tax planning,  the Company expects to make a voluntary
contribution to its primary U.S. pension plan during 2003.

INVESTING ACTIVITIES
Capital  expenditures  for the first  quarter of 2003 of $47.4 million were $6.3
million higher than for the same period in 2002, primarily due to an increase in
subscriber installations at BHS.
                                                          Three Months
                                                         Ended March 31
                                                       2003         2002
- ---------------------------------------------------------------------------
Capital expenditures:
   Brink's                                         $   16.4         14.8
   Brink's Home Security                               23.1         20.1
   BAX Global                                           5.8          4.6
- ---------------------------------------------------------------------------
     Business and Security Services                    45.3         39.5
- ---------------------------------------------------------------------------
   Other Operations                                     2.0          1.6
   General corporate                                    0.1          -
- ---------------------------------------------------------------------------
     Capital expenditures                          $   47.4         41.1
===========================================================================




                                       20
<PAGE>



Aircraft heavy maintenance  expenditures  decreased $2.6 million in 2003 to $3.9
million as  compared  to 2002 as a result of the timing of  regularly  scheduled
maintenance  for aircraft.  The Company expects to spend between $25 million and
$30 million on aircraft heavy maintenance in 2003.

Capital expenditures for continuing operations in 2003 are currently expected to
range  from  $200  million  to $220  million,  depending  on  operating  results
throughout the year. Expected capital  expenditures for 2003 reflect an increase
in customer  installations at BHS and information technology spending at Brink's
and BAX Global.

As previously  discussed,  in April 2003, the Company  received $19.8 million in
cash associated with the prepayment of obligations  arising from the sale of its
former coal operations.

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.  As of March
31,  2003,  the balance in the VEBA was $17.7  million and was included in other
non current  assets.  In April 2003, the Company  contributed $32 million to the
VEBA  and  expects  to make  additional  contributions  using a  portion  of the
proceeds from future asset sales and of the cash generated from operations.

BUSINESS SEGMENT CASH FLOWS
The Company's consolidated cash flows before financing activities depend on each
of the operating segments' cash flows.

                                                                Three Months
                                                               Ended March 31
(In millions)                                                  2003       2002
- --------------------------------------------------------------------------------
Cash flows before financing activities:
   Brink's                                                  $  (11.2)     14.0
   BHS                                                          12.7      13.8
   BAX Global                                                    1.6     (22.8)
   Corporate, other operations and former coal operations       (3.1)     (3.4)
   Discontinued operations                                       -       (27.5)
- --------------------------------------------------------------------------------
Cash flows before financing activities                      $    -       (25.9)
===============================================================================-


Cash flows  before  financing  activities  at Brink's  decreased  $25.2  million
primarily  due to lower  operating  results,  an  increase in cash used to cover
working capital needs and the impact of an acquisition in Belgium. Cash used for
working  capital  reflected  an  increase  in  accounts  receivable  at  Brink's
subsidiary  in France  due to a  temporary  delay in  billing  needed to reflect
recently negotiated price increases.

The $24.4  million  increase in cash flows before  financing  activities  at BAX
Global was primarily  due to lower cash used for  increases in working  capital,
reflecting  lower  receivables  levels in the 2003 period,  reflecting  improved
collections  and higher  accounts  payable  due to  increased  activity  in Asia
Pacific.

In the first quarter of 2002,  cash flows before  financing  activities  for the
discontinued  operations  reflected an operating  loss  resulting from weak coal
market conditions and mine development spending.

FINANCING ACTIVITIES
Net cash flows provided by financing activities were $14.6 million for the first
quarter of 2003 compared with $31.1 million in the same period of 2002.

The Company has an unsecured $350 million  credit  agreement with a syndicate of
banks  under  which it may borrow on a revolving  basis over a  three-year  term
ending September 2005.  Approximately $188.3 million was available for borrowing
under this facility at March 31, 2003.

                                       21
<PAGE>

The Company has three unsecured  multi-currency revolving bank credit facilities
that  total  $110  million in  available  credit,  of which  $44.2  million  was
available  at  March  31,  2003  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 is currently  negotiating a
replacement for a $30 million multi-currency bank facility (included in the $110
million noted above) that expires in June 2003.

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.  A failure to
comply  with the  terms of one of these  loan  agreements  could  result  in the
acceleration  of the repayment  terms in that agreement as well as the Company's
other  agreements.  At March 31, 2003,  the Company was in  compliance  with all
financial covenants.

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

As of March 31, 2003, the Company had the remaining  authority to purchase up to
1.0  million  shares of the  Company's  common  stock  under a share  repurchase
program  authorized by the Board of Directors (the  "Board"),  with an aggregate
purchase  price  limitation of $19.1  million.  No purchases were made under the
authority in the first quarter of 2003.

During the first  quarter of 2003 and 2002,  the Company paid cash  dividends of
$1.3 million in each period on the Company's common stock. 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 2, 2003, the Board declared its regular quarterly  dividend of
$0.025 per share on its common stock.

CONTINGENCIES
The Company is defending  potentially  significant  civil suits  relating to its
former coal business.  Although the Company is defending these cases  vigorously
and believes  that its defenses  have merit,  it is possible that one or more of
these suits  ultimately  may be decided in favor of the  plaintiffs.  If so, the
Company expects that the ultimate amount of unaccrued losses could range from $0
to $30 million.

The  Company is  continuing  to market the  residual  assets of its former  coal
operations,  and expects  purchasers to assume a portion of the  Company's  coal
equipment  operating  leases and advance  minimum royalty  obligations.  Advance
royalty payments relate to the right to access and mine coal  properties.  These
advance royalty payments are recoverable against future production by purchasers
of the residual  coal assets.  At March 31,  2003,  the amount of the  Company's
obligations that are expected to be assumed by purchasers was  approximately $25
million.  To the  extent  that  obligations  are not  assumed by  purchasers  as
expected,  the Company's  liabilities  associated  with advance  minimum royalty
obligations could potentially increase.

The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension  plans at defined  contribution  rates,  but expects to  ultimately
withdraw from these plans. At March 31, 2003, the Company's estimated withdrawal
liability was $35.0  million,  unchanged from the amount as reported at December
31,  2002.  The  actual  withdrawal  liability,  if any,  is  subject to several
factors, including funding and benefit levels of the plans and the date that the
Company is determined to have completely withdrawn from the plans.  Accordingly,
the ultimate obligation could change materially.

At March 31, 2003 the liability recorded for the Company's UMWA Combined Benefit
Fund obligations  under the Coal Industry Retiree Health Benefit Act of 1992 was
$171.8  million.  This  liability  will be  adjusted as new  historical  data is
received and assumptions used to estimate the liability change. Such adjustments
typically occur in the fourth quarter each year.

                                       22
<PAGE>

In 1999, the U.S.  District Court of the Eastern  District of Virginia entered a
final  judgment in favor of certain of the Company's  subsidiaries,  ruling that
the Federal  Black Lung Excise Tax ("FBLET") is  unconstitutional  as applied to
export coal sales.  Through  2001,  the  Company has  received  refunds of $24.2
million  (including  interest).  During the fourth  quarter of 2002, the Company
reached a settlement under which the government agreed to pay additional refunds
of $3.2 million,  of which $1.0 million was received during the first quarter of
2003. The Company continues to pursue the refund of other FBLET payments. Due to
uncertainty  as to the ultimate  receipt of additional  amounts,  if any,  which
could amount to as much as $18 million  (before  income  taxes),  as well as the
timing of any additional FBLET refunds,  the Company has not currently  recorded
receivables for such additional FBLET refunds.

OTHER
Each of the Company's  business segments and its former coal operations  expects
to report higher pension  expense in 2003 as compared to 2002. On a consolidated
basis,  using  current  assumptions,  the  increase  in pension  expense for the
Company's  primary U.S. pension plan in 2003 is expected to be approximately $13
million, including $2 million related to former coal operations.

RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial  Accounting  Standards ("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 assessed the effects
of SFAS  No.  143 in the  first  quarter  of 2003.  SFAS No.  143 did not have a
material impact on the Company's results of operations or financial position.

SFAS No. 149, "Amendment of Statement 133 on Derivative  Instruments and Hedging
Activities,"  was  issued in May 2003 and amends and  clarifies  accounting  for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and for hedging  activities under SFAS No. 133. This Statement
is effective for contracts  entered into or modified after June 30, 2003 and for
hedging relationships  designated after June 30, 2003. The implementation of the
new standard is not expected to have a material effect on the Company's  results
of operations or financial position.

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, 2002.




                                       23
<PAGE>




CONTROLS AND PROCEDURES
Within  the 90  days  prior  to the  filing  date of this  report,  the  Company
performed an evaluation under the supervision and with the  participation of the
Company's  management,  including  the  Chief  Executive  Officer  and the Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls and procedures.  Based on that  evaluation,  the
Company's management,  including the Chief Executive Officer and Chief Financial
Officer,  concluded that the Company's  disclosure  controls and procedures were
effective in ensuring that material information relating to the Company was made
known to them,  particularly  with respect to the period covered by this report.
There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of the evaluation.

FORWARD-LOOKING INFORMATION
Certain of the matters  discussed  herein,  including  statements  regarding the
expectation of significant  ongoing expenses and cash outflows related to former
coal  operations,  expected  increases in pension expenses and the impact of the
increases  on the  operating  results of the Company and its  subsidiaries,  the
timing  and amount of costs  associated  with the  closing of Brink's  corporate
headquarters in Connecticut,  the benefits to Brink's European operating results
during the  remainder of 2003 of management  changes and work force  reductions,
economic  conditions  in South  America  and their  impact on Brink's  operating
results,  the impact of SARS on Brink's and BAX Global's  revenues and operating
profits,  seasonal  increases  in BHS'  disconnect  rate in the second and third
quarters of 2003, the continuing effects of the weak U.S. and European economies
on BAX  Global's  financial  condition,  the  impact of  surcharges  imposed  by
airlines in the future on BAX Global's operating results,  the potential sale of
the Company's  gold mining joint  ventures to MPI,  control of MPI following the
Company's  exchange of its interest in gold mining joint ventures for additional
shares of MPI and other  consideration,  the Company's  expectation that it will
exit the timber and  natural gas  businesses  and the impact that the exit could
have on  results  of  operations  and cash  flows,  the  anticipated  decline of
administrative,  legal and other expenses,  net, associated with the former coal
operations,  the  possibility  that the  Venezuelan  economy might be considered
highly inflationary again, the expectation that the Company will elect to make a
voluntary  contribution  to its primary  U.S.  pension  plan trust  during 2003,
expenditures  in  2003  for  aircraft  heavy  maintenance,  anticipated  capital
expenditures in 2003, possible  contributions to the VEBA using a portion of the
proceeds  from  future  asset  sales and cash  generated  from  operations,  the
adequacy of sources of liquidity to meet the Company's  near-term  requirements,
the amount and timing of additional  FBLET  refunds,  if any,  potential  losses
arising  out of civil  suits  relating  to the former  coal  business,  sales of
residual  assets of the former coal business and the assumption by purchasers of
various obligations associated with those assets, potential increases in royalty
obligations if obligations are not assumed as expected by purchasers of residual
coal assets,  the timing of and  liability  for  withdrawal  from pension  plans
associated with the exit from the coal business,  the replacement of some of the
Company's  surety bonds by purchasers of the Company's  former coal  operations,
the ability of the Company to provide  letters of credit or other  collateral to
replace any surety  bonds that are not renewed and the impact of SFAS No. 149 on
the  Company's   results  of  operations   and   financial   position,   involve
forward-looking  information  which is  subject  to  known  and  unknown  risks,
uncertainties and contingencies with could cause actual results,  performance or
achievements to differ materially from those which are anticipated.

Such  risks,  uncertainties  and  contingencies,  many of which are  beyond  the
control  of the  Company,  include,  but are not  limited  to, the timing of the
pass-through  of costs  relating to the disposal of coal assets by third parties
and governmental  authorities,  actual retirement  experience of coal employees,
black lung claims incidence, the number of dependents of coal employees for whom
benefits are provided, coal industry employee turnover rates, actual medical and
legal costs  relating to benefits,  changes in inflation  rates  (including  the
continued volatility of medical inflation),  fluctuations in interest rates, the
ultimate amount of pension  expense,  performance of the investments held by the
pension  plan  trust,  staffing  decisions  relating  to the  closure of Brink's
Connecticut  office,  decisions by Brink's employees in Connecticut with respect
to  relocation,  ongoing  contractual  obligations  relating to the  Connecticut
office,  costs associated with transitioning the Connecticut  workforce to Texas
and Virginia,  government reforms and initiatives in South America,  the ability
of Brink's  management to effectively

                                       24
<PAGE>

address  economic  and other  pressures  in Europe,  the costs  associated  with
Brink's  European  work  force  reductions,   strategic   decisions  by  Brink's
competitors  with  respect to their South  American  operations,  the timing and
effect of SARS containment  efforts and the impact of SARS on global  economies,
reductions in the  availability  of cargo space on aircraft due to a decrease in
the number of flights  resulting from SARS, the number of BHS customers who move
during the second and third  quarters,  changes in the economies of the U.S. and
Europe,  the  ability  of  BAX  Global  to  pass  airline  surcharges  on to its
customers,  the  size  and  timing  of rate  and  cost  increases,  if any,  the
negotiation  of definitive  agreements  with respect to the Company's gold joint
ventures and the satisfaction of any conditions contained therein, actions taken
by MPI or its other  shareholders  that  reduces  the number of its  outstanding
shares, the market for the Company's gold, timber and natural gas businesses and
the ability to negotiate  and  conclude  sales of those  operations  on mutually
agreeable  terms,  the  consideration  received  in any sale of the  timber  and
natural gas  businesses,  the timing of sales of the residual  coal assets,  the
ability of purchasers of those assets to assume various liabilities,  the timing
and  extent  of coal  mining  by  purchasers  of  residual  coal  assets,  costs
associated with reducing the administrative functions supporting the former coal
operations, the willingness of lessors to consent to lease assignments,  the mix
of investments  held by the VEBA and the performance of those  investments,  the
Company's tax planning,  the funding level of the Company's primary U.S. pension
plan trust,  changes in strategy or the allocation of resources,  the ability of
the Company to capitalize on tax advantages as a result of providing  additional
funding to the VEBA, market performance, the Company's credit ratings, positions
taken by  various  governmental  entities  with  respect to the claims for FBLET
refunds,  discovery of new facts  relating to the civil  suits,  the addition of
claims or changes in damages  sought by the adverse  parties,  decisions  by the
courts, whether interim or final, during the course of the suits,  acceptance of
replacement  bonds by  governmental  authorities,  borrowing  capacity under the
Company's U.S. credit facility,  the sizing and timing of the Company's  hedging
relationships,  interpretations  of  SFAS  No.  149 by  third  parties,  overall
economic and business conditions, foreign currency exchange rates, the impact of
continuing initiatives to control costs and increase profitability,  pricing and
other competitive  industry factors,  fuel prices,  new government  regulations,
legislative initiatives, including initiatives with respect to medicare coverage
of prescription drugs,  judicial decisions,  variations in costs or expenses and
the ability of counterparties to perform.




                                       25
<PAGE>



                           PART II - OTHER INFORMATION


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

(a)      Exhibits:

         Exhibit
         Number


     3   (i)  Articles of Amendment to the Registrant's Articles of
              Incorporation, dated as of May 2, 2003.

         (ii) The Registrant's Bylaws, as amended through May 2, 2003.

     99  (i)  Certifications of Chief Executive Officer and Chief Financial
              Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
              Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K:

         (i)  Report  on Form  8-K,  filed on April  30,  2003,  furnishing  the
              Registrant's  earnings press release for the first quarter of 2003
              pursuant  to Item 12 of Form 8-K in  accordance  with SEC  Release
              Nos. 33-8216; 34-47583.

         (ii) Report on Form 8-K, filed on May 5, 2003, announcing the change of
              the Registrant's name to The Brink's Company.






                                       26
<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 BRINK'S COMPANY



May 12, 2003                          By:             /s/ Robert T. Ritter
                                          --------------------------------------
                                                    Robert T. Ritter
                                                    (Vice President -
                                                Chief Financial Officer)



                                       27
<PAGE>



                                 CERTIFICATIONS
         I, Michael T. Dan, certify that:

          1.   I have reviewed this quarterly report on Form 10-Q of The Brink's
               Company;

          2.   Based on my knowledge, this quarterly report does not contain any
               untrue  statement of a material  fact or omit to state a material
               fact  necessary  to make  the  statements  made,  in light of the
               circumstances   under  which  such   statements  were  made,  not
               misleading  with respect to the period  covered by this quarterly
               report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information included in this quarterly report,  fairly
               present in all material respects the financial condition, results
               of  operations  and cash flows of the  registrant as of, and for,
               the periods presented in this quarterly report;

          4.   The registrant's  other certifying  officer and I are responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
               for the registrant and we have:

               a)   Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this quarterly report is being prepared;

               b)   Evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this  quarterly  report (the  "Evaluation
                    Date"); and

               c)   Presented in this quarterly report our conclusions about the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on our evaluation as of the Evaluation Date;

          5.   The registrant's  other certifying  officer and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit  committee of  registrant's  board of directors (or
               persons performing the equivalent function):

               a)   All  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

               b)   Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal controls; and

          6.   The registrant's other certifying officer and I have indicated in
               this  quarterly  report  whether  or not there  were  significant
               changes  in  internal  controls  or in other  factors  that could
               significantly  affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.

          Date:    May 12, 2003
                                                        /s/ Michael T. Dan
                                                      -----------------------
                                                      Michael T. Dan
                                                      Chief Executive Officer




                                       28
<PAGE>




                           CERTIFICATIONS (CONTINUED)

         I, Robert T. Ritter, certify that:

          1.   I have reviewed this quarterly report on Form 10-Q of The Brink's
               Company;

          2.   Based on my knowledge, this quarterly report does not contain any
               untrue  statement of a material  fact or omit to state a material
               fact  necessary  to make  the  statements  made,  in light of the
               circumstances   under  which  such   statements  were  made,  not
               misleading  with respect to the period  covered by this quarterly
               report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information included in this quarterly report,  fairly
               present in all material respects the financial condition, results
               of  operations  and cash flows of the  registrant as of, and for,
               the periods presented in this quarterly report;

          4.   The registrant's  other certifying  officer and I are responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
               for the registrant and we have:

               a)   Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this quarterly report is being prepared;

               b)   Evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this  quarterly  report (the  "Evaluation
                    Date"); and

               c)   Presented in this quarterly report our conclusions about the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on our evaluation as of the Evaluation Date;

          5.   The registrant's  other certifying  officer and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit  committee of  registrant's  board of directors (or
               persons performing the equivalent function):

               a)   All  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

               b)   Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal controls; and

          6.   The registrant's other certifying officer and I have indicated in
               this  quarterly  report  whether  or not there  were  significant
               changes  in  internal  controls  or in other  factors  that could
               significantly  affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.

          Date:    May 12, 2003
                                      /s/ Robert T. Ritter
                                     -------------------------------------------
                                      Robert T. Ritter
                                      Vice President and Chief Financial Officer


                                       29
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>articlesofincorporation.txt
<TEXT>
                              ARTICLES OF AMENDMENT
                                     to the
                       RESTATED ARTICLES OF INCORPORATION
                                       of
                              THE PITTSTON COMPANY

         These Articles of Amendment are filed in accordance with Section
13.1-710 of the Virginia Stock Corporation Act:

     A. The name of the  corporation  (which is  hereinafter  referred to as the
"Corporation") is The Pittston Company.

     B. The amendment to the Corporation's Restated Articles of Incorporation is
as follows:

1. Article I of the Articles of Incorporation is deleted and is replaced by
the following:

                                   "ARTICLE I

              The name of the Corporation is THE BRINK'S COMPANY."

     C. The  foregoing  amendment  was  proposed by the Board of  Directors  and
submitted  to the  shareholders  in  accordance  with  Section  13.1-707  of the
Virginia Stock Corporation Act.

     D. There were  outstanding and entitled to vote on the foregoing  amendment
54,253,423 shares of Common Stock of the Corporation, of which 48,042,188 shares
were voted for,  284,911 shares were voted against and 277,832 shares  abstained
from voting on, respectively, the foregoing amendment. There were no outstanding
shares of Preferred Stock of the Corporation.  The number of shares cast for the
foregoing  amendment was sufficient for approval by the shareholders.  No shares
were entitled to vote on the foregoing amendment as a class.

     E.  Pursuant to Section  13.1-606 of the Virginia  Stock  Corporation  Act,
these Articles of Amendment shall become effective at 12:01 a.m. on May 5, 2003.

Dated: May 2, 2003
                               THE PITTSTON COMPANY



                               By:      /s/ Austin F. Reed
                               -----------------------------------
                               Name: Austin F. Reed
                               Title:   Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>4
<FILENAME>bylaws.txt
<DESCRIPTION>BYLAWS
<TEXT>
                                                                       EXHIBIT A
                              THE PITTSTON COMPANY

                                     BYLAWS
                        (As amended through May 2, 2003)




                                    ARTICLE I

NAME

         The name of the corporation is The Pittston Company.


                                   ARTICLE II

OFFICES

     1. The  corporation  shall  maintain a  registered  office and a registered
agent  in the  Commonwealth  of  Virginia  as  required  by  the  laws  of  said
Commonwealth.

     2. The  corporation  shall in  addition  to its  registered  office  in the
Commonwealth  of Virginia  establish  and  maintain an office or offices at such
place or places as the Board of Directors  may from time to time find  necessary
or desirable.

                                   ARTICLE III

CORPORATE SEAL

         The corporate seal of the corporation shall have inscribed thereon the
name of the corporation, the fact of its establishment in the Commonwealth of
Virginia and the words "Corporate Seal". Such seal may be used by causing it or
a facsimile thereof to be impressed, affixed, printed or otherwise reproduced.


                                   ARTICLE IV

MEETINGS OF SHAREHOLDERS

     1.  Meetings of the  shareholders  shall be held at such  place,  within or
without the Commonwealth of Virginia, as the Board may determine.

     2. The  annual  meeting  of the  shareholders  shall be held on the  second
Wednesday in May at ten o'clock in the  forenoon,  local time,  or on such other
day or at
<PAGE>

such other time as the Board may determine.  At each annual meeting of
the  shareholders  they shall elect by plurality  vote, in  accordance  with the
Articles of Incorporation  and these bylaws,  directors to hold office until the
third annual  meeting of the  shareholders  held after their  election and their
successors are  respectively  elected and qualified or as otherwise  provided by
statute,  the  Articles  of  Incorporation  or these  bylaws.  Any other  proper
business may be  transacted at the annual  meeting.  The chairman of the meeting
shall be authorized to declare  whether any business is properly  brought before
the meeting,  and, if he shall declare that it is not so brought,  such business
shall not be transacted.  Without limiting the generality of the foregoing,  the
chairman of the meeting may declare that matters  relating to the conduct of the
ordinary business  operations of the corporation are not properly brought before
the meeting.

     3. A majority of the votes entitled to be cast on a matter shall constitute
a quorum for action on that matter at all meetings of the  shareholders,  except
as otherwise provided by statute, the Articles of Incorporation or these bylaws.
The shareholders entitled to vote thereat, present in person or by proxy, or the
chairman  of the meeting  shall have power to adjourn  the meeting  from time to
time,  without notice other than announcement at the meeting before  adjournment
(except as  otherwise  provided  by  statute).  At such  adjourned  meeting  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.

     4. At all meetings of the shareholders each shareholder having the right to
vote  shall  be  entitled  to  vote  in  person,  or by  proxy  appointed  by an
appointment  form  signed by such  shareholder  and bearing a date not more than
eleven  months  prior to said  meeting,  unless such form  provides for a longer
period.  All proxies shall be effective  when received by the Secretary or other
officer or agent of the corporation authorized to tabulate votes.

     5. Except as otherwise  provided in the Articles of Incorporation,  at each
meeting of the shareholders  each shareholder shall have one vote for each share
having voting power,  registered in his name on the share  transfer books of the
corporation  at the  record  date fixed in  accordance  with  these  bylaws,  or
otherwise  determined,  with  respect  to  such  meeting.  Except  as  otherwise
expressly  provided by statute,  the Articles of  Incorporation or these bylaws,
action on a matter,  other than the election of directors,  by a voting group is
approved if a quorum exists and the votes cast within the voting group  favoring
the action exceed the votes cast opposing the action.

     6. Except as otherwise prescribed by statute, notice of each meeting of the
shareholders  shall be given to each  shareholder  entitled to vote  thereat not
less than 10 nor more than 60 days before the  meeting.  Such notice shall state
the date,  time and place of the meeting and, in the case of a special  meeting,
the purpose or purposes for which the meeting is called.

     7.  Except as  otherwise  prescribed  by statute,  special  meetings of the
shareholders  for any purpose or purposes  may be called by the  Chairman of the
Board and shall be called by the Chairman of the Board or the  Secretary by vote
of the Board of Directors.

                                      -2-
<PAGE>

     8.  Business  transacted  at each special  meeting shall be confined to the
purpose or purposes stated in the notice of such meeting.

     9. The order of business at each meeting of the shareholders and the voting
and other  procedures  to be observed at such meeting shall be determined by the
chairman of such meeting.

     10.  Subject to the rights of holders of shares of the  Preferred  Stock of
the corporation,  nominations for the election of directors shall be made by the
Board of  Directors  or by any  shareholder  entitled  to vote in  elections  of
directors.  However,  any shareholder entitled to vote in elections of directors
may nominate one or more persons for election as directors at an annual  meeting
only if written notice of such  shareholder's  intent to make such nomination or
nominations  has been  given,  either by personal  delivery or by United  States
registered  or  certified  mail,  postage  prepaid,  to  the  Secretary  of  the
corporation  not less than 120 and not more than 180 calendar days in advance of
the date on which the corporation's proxy statement was released to shareholders
in connection with the immediately  preceding annual meeting.  Each notice shall
set forth (i) the name and  address of the  shareholder  who intends to make the
nomination and of the person or persons to be nominated,  (ii) a  representation
that the  shareholder  is entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice,  (iii) the class and number of shares of the corporation that are
owned by the shareholder, (iv) a description of all arrangements, understandings
or  relationships  between the shareholder and each nominee and any other person
or persons  (naming such person or persons)  pursuant to which the nomination or
nominations  are to be made by the  shareholder  and (v) such other  information
regarding each nominee  proposed by such  shareholder as would be required to be
included  in a  proxy  statement  filed  pursuant  to  the  proxy  rules  of the
Securities and Exchange Commission,  had the nominee been nominated, or intended
to be nominated,  by the Board of Directors,  and shall include a consent signed
by each such  nominee to serve as a director of the  corporation  if so elected.
The  chairman of the meeting may refuse to  acknowledge  the  nomination  of any
person not made in compliance with the foregoing procedure.

     11.  To be  properly  brought  before an annual  meeting  of  shareholders,
business  must be (i)  specified  in the  notice of meeting  (or any  supplement
thereto) given by or at the direction of the Board of Directors,  (ii) otherwise
properly  brought  before  the  meeting by or at the  direction  of the Board of
Directors or (iii)  otherwise  properly  brought  before the annual meeting by a
shareholder.  In addition to any other applicable requirements,  for business to
be properly brought before a meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the  corporation.  To
be timely, a shareholder's  notice must be given, either by personal delivery or
by United States registered or certified mail, postage prepaid, to the Secretary
of the  corporation  not less  than 120 and not more than 180  calendar  days in
advance of the date on which the  corporation's  proxy statement was released to
shareholders  in connection  with the immediately  preceding  annual meeting.  A
shareholder's notice to the Secretary shall set

                                      -3-
<PAGE>

forth as to each  matter the  shareholder  proposes  to bring  before the annual
meeting (i) a brief description of the business desired to be brought before the
annual  meeting,  including the complete text of any resolutions to be presented
at such meeting with respect to such  business,  and the reasons for  conducting
such business at the annual meeting,  (ii) the name and address of record of the
shareholder proposing such business, (iii) a representation that the shareholder
is entitled to vote at such  meeting and intends to appear in person or by proxy
at the meeting to propose the business  specified in the notice,  (iv) the class
and number of shares of the corporation that are owned by the  shareholder,  (v)
any  material  interest  of the  shareholder  in such  business  and  (vi)  full
particulars  as to the  relationship,  if any, of such  shareholder to any other
person that such shareholder knows or has reason to believe intends to bring one
or more  other  items of  business  before  the  meeting.  In the  event  that a
shareholder  attempts  to  bring  business  before  an  annual  meeting  without
complying with the foregoing procedure,  the chairman of the meeting may declare
to the meeting that the business  was not  properly  brought  before the meeting
and, if he shall so declare, such business shall not be transacted.


                                    ARTICLE V

DIRECTORS

     1. All  corporate  powers shall be exercised by or under the  authority of,
and the business and affairs  shall be managed under the direction of, the Board
of  Directors,   subject  to  any  limitation  set  forth  in  the  Articles  of
Incorporation.

     2. The Board  shall  consist  of not less  than  nine or more than  fifteen
members.

     3. The Board of Directors  shall  consist of eleven  members.  The terms of
office of the directors shall be staggered and shall otherwise be determined, as
provided  in  these  bylaws,  subject  to  the  Articles  of  Incorporation  and
applicable  laws.  Such terms shall be divided into three  groups,  one of which
shall  consist  of  three  directors  and two of  which  shall  consist  of four
directors.

     4. The  number of  directors  may at any time be  increased  or  decreased,
within the variable range established by the Articles of Incorporation and these
bylaws,  by amendment of these  bylaws.  In case of any such  increase the Board
shall have power to elect any additional  director to hold office until the next
shareholders' meeting at which directors are elected. Any decrease in the number
of directors  shall take effect at the time of such amendment only to the extent
that vacancies then exist;  to the extent that such decrease  exceeds the number
of such vacancies,  the decrease shall not become  effective,  except as further
vacancies  may  thereafter  occur by  expiration of the term of directors at the
next shareholders' meeting at which directors are elected, or otherwise.

     5. If the  office  of any  director  becomes  vacant,  by  reason of death,
resignation,  increase in the number of directors or  otherwise,  the  directors
remaining in office,

                                      -4-
<PAGE>

although less than a quorum,  may fill the vacancy by the affirmative  vote of a
majority of such directors.

     6. The Board of Directors, at its first meeting after the annual meeting of
shareholders, shall choose a Chairman of the Board from among the directors.

     7. Any director may resign at any time by delivering  written notice of his
resignation  to the Board of Directors  or the  Chairman of the Board.  Any such
resignation shall take effect upon such delivery or at such later date as may be
specified  therein.  Any such notice to the Board may be addressed to it in care
of the Secretary.

     8. The  Chairman  of the Board  shall  preside at  meetings of the Board of
Directors,  and  shall  have the  powers  and  duties  usually  and  customarily
associated with the position of a non-executive Chairman of the Board.

         9. In case of the absence of the Chairman of the Board, the Board
member with the longest tenure on the Board shall preside at meetings of the
shareholders and of the Board of Directors. He shall have such other powers and
duties as may be delegated to him by the Chairman of the Board.

                                   ARTICLE VI

COMMITTEES OF DIRECTORS

         There shall be an Executive Committee, an Audit and Ethics Committee, a
Compensation and Benefits Committee, a Finance Committee, a Nominating Committee
and a Pension Committee, and the Board of Directors may create one or more other
committees. Each committee of the Board of Directors shall consist of two or
more directors of the corporation who shall be appointed by, and shall serve at
the pleasure of, the Board. The Executive Committee, to the extent determined by
the Board but subject to limitations expressly prescribed by statute, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the corporation. The Audit and Ethics Committee, the
Compensation and Benefits Committee, the Finance Committee, the Nominating
Committee and the Pension Committee and each such other committee shall have
such of the powers and authority of the Board as may be determined by the Board.
Each committee shall report its proceedings to the Board when required.
Provisions with respect to the Board of Directors which are applicable to
meetings, actions without meetings, notices and waivers of notice and quorum and
voting requirements shall also be applicable to each committee, except that a
quorum of the Executive Committee shall consist of one third of the number of
members of the Committee, three of whom are not employees of the Company or any
of its subsidiaries.





                                      -5-
<PAGE>



                                   ARTICLE VII

COMPENSATION OF DIRECTORS

         The Board of Directors may fix the compensation of the directors for
their services, which compensation may include an annual fee, a fixed sum and
expenses for attendance at regular or special meetings of the Board or any
committee thereof, pension benefits and such other amounts as the Board may
determine. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

                                  ARTICLE VIII

MEETINGS OF DIRECTORS;
  ACTION WITHOUT A MEETING

     1.  Regular  meetings  of the Board of  Directors  may be held  pursuant to
resolutions  from time to time adopted by the Board,  without  further notice of
the date, time, place or purpose of the meeting.

     2. Special meetings of the Board of Directors may be called by the Chairman
of the Board on at least 24 hours' notice to each director of the date, time and
place  thereof,  and  shall be  called  by the  Chairman  of the Board or by the
Secretary  on like  notice on the  request in writing of a majority of the total
number of  directors  in office  at the time of such  request.  Except as may be
otherwise required by the Articles of Incorporation or these bylaws, the purpose
or purposes of any such special meeting need not be stated in such notice.

     3. The Board of Directors may hold its  meetings,  have one or more offices
and,  subject  to the laws of the  Commonwealth  of  Virginia,  keep  the  share
transfer books and other books and records of the corporation, within or without
said  Commonwealth,  at  such  place  or  places  as it may  from  time  to time
determine.

     4. At each meeting of the Board of Directors  the presence of a majority of
the total number of directors in office  immediately  before the meeting  begins
shall be necessary and sufficient to constitute a quorum for the  transaction of
business,  and, except as otherwise provided by the Articles of Incorporation or
these bylaws, if a quorum shall be present the affirmative vote of a majority of
the directors present shall be the act of the Board.

     5. Any action required or permitted to be taken at any meeting of the Board
of  Directors  may be taken  without a meeting if one or more  written  consents
stating the action  taken,  signed by each  director  either before or after the
action is  taken,  are  included  in the  minutes  or filed  with the  corporate
records.  Any or all directors may participate in any regular or special meeting
of the  Board,  or  conduct  such  meeting  through  the use of,  any  means  of
communication by which all directors  participating may

                                      -6-
<PAGE>

simultaneously  hear each other,  and a director  participating  in a meeting by
this means shall be deemed to be present in person at such meeting.


                                   ARTICLE IX

OFFICERS

     1.  The  officers  of the  corporation  shall  be  chosen  by the  Board of
Directors and shall be a Chief Executive Officer, a President,  one or more Vice
Presidents,  a General Counsel, a Treasurer and a Secretary.  The Board may also
appoint a Controller  and one or more  Executive  Vice  Presidents,  Senior Vice
Presidents,   Assistant   Treasurers,   Assistant   Controllers   and  Assistant
Secretaries,  and such other officers as it may deem necessary or advisable. Any
number of offices may be held by the same  person.  The Board may  authorize  an
officer to  appoint  one or more  other  officers  or  assistant  officers.  The
officers  shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be prescribed from time to time by the Board or
by direction of an officer  authorized by the Board to prescribe duties of other
officers.

     2. The Board of Directors, at its first meeting after the annual meeting of
shareholders, shall choose the officers, who need not be members of the Board.

     3. The  salaries of all officers of the  corporation  shall be fixed by the
Board of Directors, or in such manner as the Board may prescribe.

     4. The officers of the corporation shall hold office until their successors
are chosen and qualified. Any officer may at any time be removed by the Board of
Directors or, in the case of an officer appointed by another officer as provided
in these bylaws,  by such other  officer.  If the office of any officer  becomes
vacant for any reason, the vacancy may be filled by the Board or, in the case of
an officer so appointed, by such other officer.

     5.  Any  officer  may  resign  at any  time  by  delivering  notice  of his
resignation  to the Board of Directors  or the  Chairman of the Board.  Any such
resignation  may be effective when the notice is delivered or at such later date
as may be specified therein if the corporation accepts such later date. Any such
notice to the Board  shall be  addressed  to it in care of the  Chairman  of the
Board or the Secretary.

                                    ARTICLE X

CHIEF EXECUTIVE OFFICER

     Subject to the  supervision  and direction of the Board of  Directors,  the
Chief  Executive  Officer shall be  responsible  for managing the affairs of the
corporation  and  shall  preside  at  meetings  of the  shareholders.  The Chief
Executive  Officer  shall have  supervision  and  direction  of all of the other
officers of the corporation.

                                      -7-
<PAGE>

                                   ARTICLE XI

PRESIDENT

         The President shall be the chief operating officer of the corporation
and shall perform such duties as may be prescribed by these bylaws, or by the
Chief Executive Officer. The President shall, in case of the absence or
inability of the Chief Executive Officer to act, have the powers and perform the
duties of the Chief Executive Officer.


                                               ARTICLE XII

EXECUTIVE VICE PRESIDENTS,
  SENIOR VICE PRESIDENTS
  AND VICE PRESIDENTS


     1. The Executive Vice  Presidents,  the Senior Vice Presidents and the Vice
Presidents  shall have such powers and duties as may be delegated to them by the
Chief Executive Officer.


                                  ARTICLE XIII

GENERAL COUNSEL

         The General Counsel shall be the chief legal officer of the corporation
and the head of its legal department. He shall, in general, perform the duties
incident to the office of General Counsel and shall have such other powers and
duties as may be delegated to him by the Chief Executive Officer.

                                   ARTICLE XIV

TREASURER

         The Treasurer shall be responsible for the care and custody of all the
funds and securities of the corporation. The Treasurer shall render an account
of the financial condition and operations of the corporation to the Board of
Directors or the Chief Executive Officer as often as the Board or the Chief
Executive Officer shall require. He or she shall have such other powers and
duties as may be delegated to him or her by the Chief Executive Officer.




                                      -8-
<PAGE>



                                   ARTICLE XV

CONTROLLER

         The Controller shall maintain adequate records of all assets,
liabilities and transactions of the corporation, and shall see that adequate
audits thereof are currently and regularly made. The Controller shall disburse
the funds of the corporation in payment of the just obligations of the
corporation, or as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements. The Controller shall have such other powers and
duties as may be delegated to the Controller by the Chief Executive Officer.


                                   ARTICLE XVI

SECRETARY

         The Secretary shall act as custodian of the minutes of all meetings of
the Board of Directors and of the shareholders and of the committees of the
Board of Directors. He or she shall attend to the giving and serving of all
notices of the corporation, and the Secretary or any Assistant Secretary shall
attest the seal of the corporation upon all contracts and instruments executed
under such seal. He or she shall also be custodian of such other books and
records as the Board or the Chief Executive Officer may direct. He or she shall
have such other powers and duties as may be delegated to him or her by the Chief
Executive Officer.


                                  ARTICLE XVII

TRANSFER AGENTS AND REGISTRARS;
  CERTIFICATES OF STOCK

         1. The Board of Directors may appoint one or more transfer agents and
one or more registrars for shares of capital stock of the corporation and may
require all certificates for such shares, or for options, warrants or other
rights in respect thereof, to be countersigned on behalf of the corporation by
any such transfer agent or by any such registrar.

         2. The certificates for shares of the corporation shall be numbered and
shall be entered on the books of the corporation as they are issued. Each share
certificate shall state on its face the name of the corporation and the fact
that it is organized under the laws of the Commonwealth of Virginia, the name of
the person to whom such certificate is issued and the number and class of shares
and the designation of the series, if any, represented by such certificate and
shall be signed by the Chief Executive Officer, the President, an Executive or
Senior Vice President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary. Any and all

                                      -9-
<PAGE>

signatures on such  certificates,  including  signatures  of officers,  transfer
agents and  registrars  may be facsimile.  In case any officer who has signed or
whose  facsimile  signature has been placed on any such  certificate  shall have
ceased to be such officer before such  certificate is issued,  then,  unless the
Board of Directors shall otherwise  determine and cause notification  thereof to
be  given  to  such  transfer  agent  and  registrar,   such  certificate  shall
nevertheless be valid and may be issued by the corporation  (and by its transfer
agent) and  registered by its registrar  with the same effect as if he were such
officer at the date of issue.

                                  ARTICLE XVIII

TRANSFERS OF STOCK

     1. All transfers of shares of the corporation shall be made on the books of
the  corporation by the registered  holders of such shares in person or by their
attorneys lawfully constituted in writing, or by their legal representatives.

     2.  Certificates  for shares of stock shall be surrendered  and canceled at
the time of transfer.

     3. To the extent that any  provision  of the Amended  and  Restated  Rights
Agreement  dated as of January 19, 1996,  between the  corporation  and Chemical
Bank, as Rights Agent (the "Rights Agreement"),  or the Amendment thereto, dated
as of July 31, 1997, between the corporation and BankBoston,  N.A., as successor
rights  agent,  imposes a restriction  on the transfer of any  securities of the
corporation,  including,  without  limitation,  the  Rights,  as  defined in the
Amended and Restated Rights Agreement, such restriction is hereby authorized.

     4. Article 14.1 of Chapter 9 of Title 13.1 of the Code of Virginia,  titled
"Control Share  Acquisitions,"  shall not apply to acquisitions of shares of the
corporation.


                                   ARTICLE XIX

FIXING RECORD DATE

     In order to make a determination of shareholders for any purpose, including
those who are  entitled to notice of and to vote at any meeting of  shareholders
or any  adjournment  thereof,  or entitled to express  consent in writing to any
corporate  action  without a meeting,  or  entitled  to  receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change,  conversion  or exchange of stock,
the Board of Directors  may fix in advance a record date which shall not be more
than 70 days before the meeting or other action  requiring  such  determination.
Except as otherwise expressly prescribed by statute, only shareholders of record
on the date so fixed  shall be  entitled to such notice of, and to vote at, such
meeting and any  adjournment  thereof,  or entitled to express such consent,  or
entitled to receive payment of

                                      -10-
<PAGE>

such  dividend or other  distribution  or  allotment  of rights,  or entitled to
exercise such rights in respect of change,  conversion  or exchange,  or to take
such other action, as the case may be, notwithstanding any transfer of shares on
the share transfer books of the corporation  after any such record date fixed as
aforesaid.


                                   ARTICLE XX

REGISTERED SHAREHOLDERS

         The corporation shall be entitled to treat the holder of record of any
share or shares as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the Commonwealth of
Virginia.


                                   ARTICLE XXI

CHECKS

         All checks, drafts and other orders for the payment of money and all
promissory notes and other evidences of indebtedness of the corporation shall be
signed in such manner as may be determined by the Board of Directors.


                                  ARTICLE XXII

FISCAL YEAR

         The fiscal year of the corporation shall end on December 31 of each
year.


                                  ARTICLE XXIII

NOTICES AND WAIVER

     1. Whenever by statute, the Articles of Incorporation or these bylaws it is
provided  that  notice  shall be  given to any  director  or  shareholder,  such
provision shall not be construed to require personal notice, but such notice may
be given in writing,  by mail, by depositing the same in the United States mail,
postage  prepaid,  directed to such shareholder or director at his address as it
appears on the records of the corporation,  or, in default of other address,  to
such director or shareholder at the registered  office of the corporation in the
Commonwealth  of Virginia,  and,  except for any meeting of directors to be held
within 48 hours after such notice,  shall be deemed to be given at the time when
the same shall be thus  deposited.  Notice of special  meetings  of the Board of
Directors

                                      -11-
<PAGE>

may also be given to any  director by  telephone,  by telex or  telecopy,  or by
telegraph or cable,  and in case of notice so given otherwise than by telephone,
the notice  shall be deemed to be given at the time such  notice,  addressed  to
such director at the address  hereinabove  provided,  shall be  acknowledged  by
reply telex or telecopy or shall be  transmitted or delivered to and accepted by
an authorized telegraph or cable office, as the case may be.
     2.  Whenever by statute,  the Articles of  Incorporation  or these bylaws a
notice is required to be given, a written waiver  thereof,  signed by the person
entitled to notice,  whether before or after the time stated therein,  and filed
with the corporate records or the minutes of the meeting, shall be equivalent to
notice.  Attendance of any  shareholder or director at any meeting thereof shall
constitute a waiver of notice of such meeting by such  shareholder  or director,
as the case may be, except as otherwise provided by statute.

                                  ARTICLE XXIV

BYLAWS

         The Board of Directors shall have the power to make, amend or repeal
bylaws of the corporation.


                                      -12-





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exhibit99a906certs.txt
<DESCRIPTION>906 CERTS.
<TEXT>

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

   In connection with the Quarterly Report on Form 10-Q of The Brink's Company
   (the "Company") for the period ending March 31, 2003 as filed with the
   Securities and Exchange Commission on the date hereof (the "Report"), I,
   Michael T. Dan, Chief Executive Officer of the Company, certify, pursuant to
   18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act
   of 2002, that:

   (1)  the Report fully complies with the  requirements  of Section 13(a) or 15
        (d) of the Securities Exchange Act of 1934; and

   (2)  the  information  contained  in the  Report  fairly  presents,  in all
        material respects, the financial condition and results of operations of
        the Company.



By:  /s/ Michael T. Dan
- -----------------------------------------
Michael T. Dan
Chief Executive Officer
May 12, 2003

A signed original of this written statement required by Section 906 has been
provided to The Brink's Company and will be retained by The Brink's Company and
furnished to the Securities and Exchange Commission or its staff upon request.


<PAGE>


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

   In connection with the Quarterly Report on Form 10-Q of The Brink's Company
   (the "Company") for the period ending March 31, 2003 as filed with the
   Securities and Exchange Commission on the date hereof (the "Report"), I,
   Robert T. Ritter, Chief Financial Officer of the Company, certify, pursuant
   to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley
   Act of 2002, that:

   (1)  the Report fully complies with the requirements of Section13(a) or
        15(d) of the Securities Exchange Act of 1934; and

   (2)  the information  contained in the Report fairly  presents,  in all
        material respects, the financial condition and results of operations of
        the Company.


By:  /s/ Robert T. Ritter
- -----------------------------------------
Robert T. Ritter
Chief Financial Officer
May 12, 2003

A signed original of this written statement required by Section 906 has been
provided to The Brink's Company and will be retained by The Brink's Company and
furnished to the Securities and Exchange Commission or its staff upon request.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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