SEC Filing - Brink's Company

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                       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 September 30, 1995

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

               For the transition period from ________ to ________


                          Commission file number 1-9148



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


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


   P.O. Box 120070, 100 First Stamford Place, Stamford, Connecticut 06912-0070
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (203) 978-5200



     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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.  41,573,743 shares of $1 par
value Pittston  Services Group Common Stock and 8,405,908 shares of $1 par value
Pittston Minerals Group Common Stock as of November 6, 1995.


                                       1


                         PART I - FINANCIAL INFORMATION
                      The Pittston Company and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS
                    (In thousands, except per share amounts)



                                                                                      September 30,            Dec. 31, 
                                                                                          1995                   1994 
========================================================================================================================
                                                                                                              
ASSETS                                                                                 (Unaudited) 
Current assets: 
Cash and cash equivalents                                                          $      41,168                42,318 
Short-term investments, at lower of cost or market                                        27,804                25,162 
Accounts receivable (net of estimated amount uncollectible: 
    1995 - $16,533; 1994 -$15,734)                                                       428,171               376,792 
Inventories, at lower of cost or market                                                   46,974                34,153 
Prepaid expenses                                                                          34,444                27,700 
Deferred income taxes                                                                     53,262                55,850 
- -----------------------------------------------------------------------------------------------------------------------
Total current assets                                                                     631,823               561,975 

Property, plant and equipment, at cost (net of 
   depletion and amortization: 1995 - $428,165; 1994 - $394,660)                         468,960               445,834 
Intangibles, net of amortization                                                         329,366               329,441 
Deferred pension assets                                                                  123,075               118,953 
Deferred income taxes                                                                     80,289                84,214 
Other assets                                                                             164,235               197,361 
- -----------------------------------------------------------------------------------------------------------------------
Total assets                                                                       $   1,797,748             1,737,778 
=======================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY 
Current liabilities: 
Short-term borrowings                                                              $      29,679                13,323 
Current maturities of long-term debt                                                       7,921                13,748 
Accounts payable                                                                         260,266               252,615 
Accrued liabilities                                                                      304,529               294,784 
- -----------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                602,395               574,470 

Long-term debt, less current maturities                                                  141,804               138,071 
Postretirement benefits other than pensions                                              220,511               218,738 
Workers' compensation and other claims                                                   125,293               138,793 
Deferred income taxes                                                                     21,321                19,036 
Other liabilities                                                                        191,040               200,855 

Shareholders' equity: 
Preferred stock, par value $10 per share: Authorized: 2,000 shares 
   $31.25 Series C Cumulative Convertible Preferred Stock: 
   Issued:  1995 - 136 shares; 1994 - 153 shares                                           1,362                 1,526 
Pittston Services Group common stock, par value $1 per share: 
   Authorized: 100,000 shares; 
   Issued: 1995 - 41,573 shares; 1994 - 41,595 shares                                     41,573                41,595 
Pittston Minerals Group common stock, par value $1 per share: 
   Authorized 20,000 shares; 
   Issued: 1995 - 8,406 shares; 1994 - 8,390 shares                                        8,406                 8,390 
Capital in excess of par value                                                           405,360               420,470 
Retained earnings                                                                        162,978               107,739 
Equity adjustment from foreign currency translation                                      (18,990)              (14,276)
Employee benefits trust, at market value                                                (105,305)             (117,629)
- -----------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                               495,384               447,815 
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                         $   1,797,748             1,737,778 
=======================================================================================================================


See accompanying notes to consolidated financial statements. 


                                       2

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




                                                                    Three Months                    Nine Months 
                                                                 Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
=====================================================================================================================

                                                                                                    
Net sales                                                  $   177,702        210,142         557,653        589,033 
Operating revenues                                             574,751        483,712       1,605,651      1,352,116 
- ---------------------------------------------------------------------------------------------------------------------
Net sales and operating revenues                               752,453        693,854       2,163,304      1,941,149 
- ---------------------------------------------------------------------------------------------------------------------

Costs and expenses: 
Cost of sales                                                  167,261        199,372         542,061        578,197 
Operating expenses                                             476,614        395,659       1,346,739      1,111,838 
Selling, general and administrative expenses                    68,381         59,573         195,002        177,729 
Restructuring and other charges                                      -              -               -         90,806 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                       712,256        654,604       2,083,802      1,958,570 
- ---------------------------------------------------------------------------------------------------------------------

Other operating income                                           3,135          7,630          22,417         18,465 
- ---------------------------------------------------------------------------------------------------------------------

Operating profit (loss)                                         43,332         46,880         101,919          1,044 

Interest income                                                    902            430           2,554          1,638 
Interest expense                                                (3,665)        (2,745)        (10,409)        (7,954)
Other income (expense), net                                     (1,817)          (694)         (4,013)        (4,761)
- ---------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                               38,752         43,871          90,051        (10,033)
Provision (credit) for income taxes                              9,153         12,661          21,779         (5,713)
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss)                                               29,599         31,210          68,272         (4,320)
Preferred stock dividends, net                                    (521)          (541)         (1,697)        (2,804)
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss) attributed to common shares              $    29,078         30,669          66,575         (7,124)
=====================================================================================================================

Pittston Services Group: 
Net income attributed to common shares                     $    25,137         25,014          58,706         56,813 
- ---------------------------------------------------------------------------------------------------------------------
Net income per common share                                $       .66            .66            1.55           1.50 
- ---------------------------------------------------------------------------------------------------------------------
Cash dividend per common share                             $       .05            .05             .15            .15 
- ---------------------------------------------------------------------------------------------------------------------

Pittston Minerals Group: 
Net income (loss) attributed to common shares              $     3,941          5,655           7,869        (63,937)
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss) per common share: 
Primary                                                    $       .51            .74            1.01          (8.44)
Fully diluted                                              $       .45            .61             .96          (8.44)
- ---------------------------------------------------------------------------------------------------------------------
Cash dividends per common share                            $     .1625          .1625           .4875          .4875 
=====================================================================================================================


See accompanying notes to consolidated financial statements. 


                                       3

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




                                                                                                             Nine Months 
                                                                                                         Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        1995              1994 
=================================================================================================================================
                                                                                                                      
Cash flows from operating activities: 
Net income (loss)                                                                                   $   68,272            (4,320)
Adjustments to reconcile net income (loss) to net cash provided by operating activities: 
   Noncash charges and other write-offs                                                                      -            46,793 
   Depreciation, depletion and amortization                                                             78,710            71,988 
   Provision for aircraft heavy maintenance                                                             19,226            19,585 
   Provision (credit) for deferred income taxes                                                          8,564           (18,581)
   Credit for pensions, noncurrent                                                                      (2,729)             (829)
   Provision for uncollectible accounts receivable                                                       3,741             3,150 
   Equity in earnings of unconsolidated affiliates, net of dividends received                            1,516              (175)
   Other operating, net                                                                                   (559)             (973)
   Change in operating assets and liabilities net of effects of acquisitions and dispositions: 
      Increase in accounts receivable                                                                  (49,547)          (60,543)
      Increase in inventories                                                                          (12,601)           (4,961)
      Increase in prepaid expenses                                                                      (5,136)           (3,797)
      Increase in accounts payable and accrued liabilities                                              12,113            53,429 
      Decrease in other assets                                                                              43               720 
      (Decrease) increase in other liabilities                                                         (17,335)              453 
      (Decrease) increase in workers' compensation and other claims, noncurrent                        (13,500)            7,227 
      Other, net                                                                                        (1,464)             (413)
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                               89,314           108,753 
- ---------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities: 
Additions to property, plant and equipment                                                             (81,325)          (71,291)
Property, plant and equipment pending lease financing                                                      (60)            1,822 
Proceeds from disposal of property, plant and equipment                                                 18,525             5,849 
Aircraft heavy maintenance                                                                             (11,406)           (9,732)
Acquisitions, net of cash acquired, and related contingent payments                                     (3,727)         (157,294)
Other, net                                                                                               2,968             5,304 
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                                  (75,025)         (225,342)
- ---------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities: 
Additions to debt                                                                                       18,482           109,327 
Reductions of debt                                                                                     (13,752)          (37,137)
Repurchase of stock of the Company                                                                     (10,606)           (7,191)
Proceeds from employee stock purchase plan                                                                 767                 - 
Proceeds from exercise of stock options                                                                  2,954             6,459 
Proceeds from preferred stock issuance, net of cash expenses                                                 -            77,359 
Cost of Services Stock Proposal                                                                              -                (4)
Dividends paid                                                                                         (13,284)          (12,381)
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities                                                       (15,439)          136,432 
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                                    (1,150)           19,843 
Cash and cash equivalents at beginning of period                                                        42,318            32,412 
- ---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                                          $   41,168            52,255 
=================================================================================================================================


See accompanying notes to consolidated financial statements. 


                                       4

                      The Pittston Company and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
              (In thousands, except per share and employee amounts)



(1)  The  Pittston  Company  (the  "Company")  prepares  consolidated  financial
     statements in addition to separate  financial  statements  for the Pittston
     Minerals Group (the "Minerals  Group") and the Pittston Services Group (the
     "Services  Group").  The  Services  Group  consists of the  Burlington  Air
     Express Inc. ("Burlington"),  Brink's, Incorporated ("Brink's") and Brink's
     Home Security,  Inc. ("BHS") operations of the Company.  The Minerals Group
     consists of the Coal and Mineral  Ventures  operations of the Company.  The
     Company's capital structure includes two classes of common stock,  Pittston
     Minerals Group Common Stock ("Minerals  Stock") and Pittston Services Group
     Common Stock ("Services Stock"), which are designed to provide shareholders
     with separate  securities  reflecting the performance of the Minerals Group
     and  Services  Group,  respectively,  without  diminishing  the benefits of
     remaining a single corporation or precluding future transactions  affecting
     either  Group or the  Company  as a whole.  Holders of  Services  Stock and
     Minerals Stock are  shareholders  of the Company,  which is responsible for
     all its liabilities. Financial developments affecting the Services Group or
     the Minerals  Group that affect the  Company's  financial  condition  could
     affect the results of operations and financial condition of both Groups.

(2)  The average  number of shares  outstanding  used in the  earnings per share
     computations were as follows:

                                   Third Quarter                Nine Months 
                                1995            1994         1995         1994 
     ---------------------------------------------------------------------------
     Services Stock            37,916          37,840       37,914       37,757 
     Minerals Stock: 
          Primary               7,804           7,605        7,781        7,578 
          Fully diluted         9,964          10,080       10,013        9,965 


     The average  number of shares  outstanding  used in the  earnings per share
     computations do not include the shares of Services Stock and Minerals Stock
     held in the Company's Employee Benefits Trust which totaled 3,628 (3,788 in
     1994) and 619 (728 in 1994), respectively, at September 30, 1995.

(3)  The amounts of depreciation,  depletion and amortization of property, plant
     and  equipment  in the third  quarter and nine month  periods  were $20,443
     ($17,660 in 1994) and $59,777 ($52,278 in 1994), respectively.

(4)  Cash payments made for interest and income taxes (net of refunds  received)
     were as follows:

                                    Third Quarter                Nine Months 
                                1995            1994         1995         1994 
      -------------------------------------------------------------------------
      Interest            $    3,103           2,966       10,185        8,782 
      =========================================================================
      Income taxes        $    1,193           2,933       17,667       14,447 
      =========================================================================



     On January 14,  1994,  a wholly owned  indirect  subsidiary  of the Company
     completed  the  acquisition  of  substantially   all  of  the  coal  mining
     operations  and  coal  sales   contracts  of  Addington   Resources,   Inc.
     ("Addington  Acquisition") for $157,324.  The acquisition was accounted for
     as a  purchase;  accordingly,  the  purchase  price  was  allocated  to the
     underlying assets and liabilities based on their respective  estimated fair
     values at the date of  acquisition.  The fair value of assets  acquired was
     $173,959 and liabilities  assumed was $138,518.  The excess of the purchase
     price over the fair value of the assets acquired and liabilities


                                       5


     assumed was $121,883 and is being  amortized  over a period of forty years.
     The results of operations of the acquired company have been included in the
     Company's results of operations since the date of acquisition.

     The  acquisition was financed by the issuance of $80,500 of $31.25 Series C
     Cumulative  Convertible Preferred Stock, which is convertible into Minerals
     Stock, and additional debt under existing credit facilities. This financing
     has been  attributed to the Minerals  Group.  In March 1994, the additional
     debt incurred for the Addington  Acquisition  was refinanced with a portion
     of a five-year term loan.

     During the nine months ended  September  30, 1995 and 1994,  capital  lease
     obligations of $4,486 and $2,315, respectively, were incurred for leases of
     property,  plant and equipment.  In addition,  during the nine months ended
     September  30, 1994,  the Company  assumed  capital  lease  obligations  of
     $16,210 as part of the Addington Acquisition.

     In  December  1993,  the  Company  sold the  majority  of the assets of its
     captive  mine supply  company.  Cash  proceeds of $8,400 from the sale were
     received on January 2, 1994,  and have been  included  in the  Consolidated
     Statement  of Cash  Flows  under the  caption  "Cash  flow  from  investing
     activities: Other, net".

(5)  Restructuring and other charges - After a review of the economic  viability
     of  certain  metallurgical  coal  assets  in the  first  quarter  of  1994,
     management   determined  that  four   underground   mines  were  no  longer
     economically viable and should be closed, resulting in significant economic
     impairment  to  three  related  preparation  plants.  In  addition,  it was
     determined  that one surface  steam coal mine,  the Heartland  mine,  which
     provided coal to Alabama Power Company under a long-term  sales  agreement,
     would be  closed  due to rising  costs  caused  by  unfavorable  geological
     conditions.  As a result of these decisions,  the Company incurred a pretax
     charge of $90,806 in the first  quarter of 1994  ($58,116  after tax) which
     included a  reduction  in the  carrying  value of these  assets and related
     accruals for mine closure costs.

     Of the four underground  mines, two have ceased coal production (one in the
     first half of 1995),  while the  remaining  two mines are expected to cease
     coal  production  during the remainder of 1995. In 1994 the Company reached
     agreement  with Alabama Power  Company to transfer the coal sales  contract
     serviced by the Heartland mine to another  location in West  Virginia.  The
     Heartland mine ceased coal production during 1994 and final reclamation and
     environmental  work is in process.  At the  beginning  of 1994,  there were
     approximately 750 employees  involved in operations at these facilities and
     other  administrative  support.  Employment  at these  facilities  has been
     reduced by 76% to approximately 180 employees at September 30, 1995.

(6)  As of January 1, 1992,  BHS elected to  capitalize  categories of costs not
     previously  capitalized  for home security  installations.  The  additional
     costs not previously  capitalized consisted of costs for installation labor
     and related benefits for supervisory,  installation  scheduling,  equipment
     testing and other  support  personnel  and costs  incurred  in  maintaining
     facilities and vehicles dedicated to the installation  process.  The effect
     of this change in accounting principle was to increase operating profit for
     the  Company and the BHS segment for the first nine months of 1995 and 1994
     by $3,204 and $3,114, respectively,  and for the third quarters of 1995 and
     1994 by $1,255 and $965, respectively.  The effect of this change increased
     net income per common share of the Services Group for the first nine months
     of 1995 and 1994 by $.05,  and for the  third  quarter  of 1995 and 1994 by
     $.02.

(7)  On  April  15,  1994,  the  Company  redeemed  all of the  $27,811  of 9.2%
     Convertible Subordinated Debentures due July 1, 2004, at a premium of $767.
     The premium and other charges  related to the redemption have been included
     in the  Consolidated  Statement  of  Operations  for the nine months  ended
     September 30, 1994, under the caption "Other income (expense), net".

(8)  Certain prior period amounts have been  reclassified  to conform to current
     period financial statement presentation.


                                       6

(9)  All  adjustments  have been made which are, in the  opinion of  management,
     necessary to a fair  presentation  of results of operations for the periods
     reported herein. All such adjustments are of a normal recurring nature.

(10) In September 1995, the Company's Board of Directors approved,  subject to a
     favorable vote of shareholders,  a plan to separate Services Stock into two
     classes of common stock which would separately track the Company's security
     services and home security businesses,  the Pittston Brink's Group, and its
     global freight transportation and logistics management services businesses,
     the Pittston  Burlington  Group. The plan will not alter the composition of
     the Minerals Group.

     Under  the  proposed  plan,  a new class of common  stock  called  Pittston
     Burlington Group Common Stock  ("Burlington  Stock"),  would be distributed
     tax free to the Services Group shareholders in the ratio of one half of one
     share of Burlington  Stock for each  outstanding  share of Services  Stock.
     Services Group  shareholders will retain their existing common stock, which
     will be redesignated Pittston Brink's Group Common Stock ("Brink's Stock"),
     on a  share-for-share  basis.  The  Company  would  continue  as  a  single
     corporate  entity  with  three  classes  of common  stock:  Brink's  Stock,
     Burlington Stock, and Minerals Stock. The proposed plan is designed to have
     no adverse  effect on the rights of the  shareholders  of Minerals Stock or
     Series C Convertible Preferred Stock.


                                       7

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



                                                     Three Months                     Nine Months 
                                                  Ended September 30              Ended September 30 
- -------------------------------------------------------------------------------------------------------
                                                   1995           1994            1995           1994 
=======================================================================================================
                                                                     (In thousands) 
                                                                                      
Revenues:
Burlington                                   $   365,793        311,925       1,031,687        875,675 
Brink's                                          176,507        143,879         480,141        395,827 
BHS                                               32,451         27,908          93,823         80,614 
Coal                                             173,985        205,831         545,255        577,627 
Mineral Ventures                                   3,717          4,311          12,398         11,406 
- -------------------------------------------------------------------------------------------------------
Consolidated revenues                        $   752,453        693,854       2,163,304      1,941,149 
=======================================================================================================

Operating profit (loss): 
Burlington                                   $    17,449         22,248          39,913         52,028 
Brink's                                           12,263         11,132          29,882         27,481 
BHS                                               10,386          8,216          28,702         23,679 
Coal                                               8,075          8,488          15,196        (90,956)
Mineral Ventures                                    (816)           786             675            854 
- -------------------------------------------------------------------------------------------------------
Segment operating profit (loss)                   47,357         50,870         114,368         13,086 
General corporate expense                         (4,025)        (3,990)        (12,449)       (12,042)
- -------------------------------------------------------------------------------------------------------
Consolidated operating profit (loss)              43,332         46,880         101,919          1,044 
=======================================================================================================




RESULTS OF OPERATIONS

In the third quarter of 1995, The Pittston Company (the "Company")  reported net
income of $29.6  million  compared  with $31.2  million in the third  quarter of
1994.  Operating profit totaled $43.3 million in the 1995 third quarter compared
with $46.9 million in the prior year third quarter.  Increased operating profits
at Brink's,  Incorporated  ("Brink's") and Brink's Home Security,  Inc.  ("BHS")
were offset by  decreased  operating  profits at  Burlington  Air  Express  Inc.
("Burlington"),  Pittston  Mineral  Ventures  ("Mineral  Ventures") and the Coal
operations.

In the first  nine  months of 1995,  the  Company  reported  net income of $68.3
million  compared  with a net loss of $4.3  million in the first nine  months of
1994.  Operating  profit totaled $101.9 million in the first nine months of 1995
compared to an operating  profit of $1.0  million in the prior year period.  The
net loss and operating  profit in the first nine months of 1994 included charges
totaling  $58.1 million and $90.8  million,  respectively,  attributable  to the
Company's  Coal  operations for asset write downs and accruals for costs related
to  facility  shutdowns.  Net  income  in the  first  nine  months  of 1995  was
positively impacted by improved results from Brink's, BHS and the Company's Coal
operations,  partially  offset  by  lower  results  at  Burlington  and  Mineral
Ventures.   Burlington's  1994  operating  profits  benefited  from  substantial
additional  volumes  of  freight  directed  to  Burlington  during a  nationwide
trucking  strike in the second  quarter of 1994,  which  added an  estimated  $8
million to operating profit and $5 million to net income.  The first nine months
of 1995 were also impacted by higher net interest expense compared with the same
period last year.


                                       8

Burlington
- ----------
The  following  is a table  of  selected  financial  data  for  Burlington  on a
comparative basis:



(Dollars in thousands, except                                       Three Months                    Nine Months 
per pound/shipment amounts)                                      Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
=====================================================================================================================
                                                                                                      
Revenues: 
Airfreight 
   Domestic U.S.                                           $   134,162        145,214         392,017        417,753 
   International                                               172,364        132,795         484,853        365,746 
- ---------------------------------------------------------------------------------------------------------------------
Total airfreight                                               306,526        278,009         876,870        783,499 
Other                                                           59,267         33,916         154,817         92,176 
- ---------------------------------------------------------------------------------------------------------------------
Total revenues                                                 365,793        311,925       1,031,687        875,675 

Operating expenses                                             318,459        266,915         907,696        749,857 
Selling, general and administrative                             30,349         23,446          85,911         75,947 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                       348,808        290,361         993,607        825,804 
- ---------------------------------------------------------------------------------------------------------------------

Other operating income                                             464            684           1,833          2,157 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit: 
   Domestic U.S.                                                 8,781         13,750          20,261         34,141 
   International                                                 8,668          8,498          19,652         17,887 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit                                           $    17,449         22,248          39,913         52,028 
=====================================================================================================================

Depreciation and amortization                              $     4,957          4,514          14,659         12,747 
=====================================================================================================================

Cash capital expenditures                                  $     6,299          6,138          19,799         17,147 
=====================================================================================================================

Airfreight shipment growth rate (a)                             15.8%            3.0%            9.4%           7.8% 

Airfreight weight growth rate (a): 
   Domestic U.S.                                                ( 4.3%)         19.8%           (4.2%)         20.9% 
   International                                                 31.5%          27.5%           27.3%          25.5% 
   Worldwide                                                     11.9%          23.2%           10.0%          23.0% 

Worldwide airfreight weight (millions of pounds)                 353.5          315.7           997.8          907.0 
=====================================================================================================================

Worldwide airfreight shipments (thousands)                       1,391          1,201           3,929          3,590 
=====================================================================================================================

Worldwide average airfreight yield 
   (revenue per pound)                                     $     0.867          0.880           0.879          0.864 
=====================================================================================================================
Worldwide average airfreight revenue per shipment          $       220            231             223            218 
=====================================================================================================================
Worldwide average airfreight weight per 
   shipment (pounds)                                               254            263             254            253 
=====================================================================================================================


(a)  Compared to the same period in the prior year. 


Burlington  reported  an  operating  profit of $17.5  million  in the 1995 third
quarter,  a $4.7 million  decrease from the $22.2 million  reported in the third
quarter of 1994.  Worldwide  revenues rose 17% to $365.8  million in the current
year  quarter  from $311.9  million in the prior year third  quarter.  Worldwide
airfreight revenues increased $28.5 million or 10% to $306.5 million in the 1995
third quarter from $278 million in the prior year quarter. These increases were

                                       9

principally from a 32% increase in international weight shipped, which more than
offset a 4% decline in domestic  U.S.  weight  shipped and a slight  decrease in
worldwide average airfreight yields (revenue per pound).  Other revenues,  which
includes customs clearance and other import-related  services,  as well as ocean
freight  services,  increased $25.4 million or 75% to $59.3 million in the third
quarter of 1995 from $33.9 million in the prior year quarter,  as a result of an
increase in  international  shipment  volume,  including  ocean  freight.  Total
airfreight weight shipped worldwide increased 12% to 353.5 million pounds in the
current  year  quarter  from 315.7  million  pounds in the prior  year  quarter.
Worldwide  average  airfreight  yields  decreased  slightly to $.867 in the 1995
third quarter from $.880 in the same period a year earlier.

Domestic airfreight revenues decreased by 8% to $134.2 million in the 1995 third
quarter  from $145.2  million in the prior year third  quarter  while  operating
profit  decreased  $5.0 million to $8.8  million in the 1995 third  quarter from
$13.8 million in the third quarter of 1995.  The decrease was the result of a 4%
decrease in domestic  weight  shipped and a modest  decrease in average  yields.
Domestic  weight  shipped  was  impacted  by a  decline  in  shipments  by  auto
producers. Lower average yields reflected a change in mix to lower yield traffic
and general pricing pressures. Partially offsetting the decline in revenues were
continued  reductions in operating  costs.  Domestic fleet costs were lower as a
result of effective  adjustments of fleet capacity to match volume requirements.
In addition, labor costs have been reduced through strict cost control measures,
including reconfiguration of the domestic station network.

International airfreight revenues increased by 30% to $172.3 million in the 1995
third quarter from $132.8 million in the prior year third quarter. International
operating profit in the 1995 third quarter totaled $8.7 million compared to $8.5
million in the prior year quarter. Revenues from other international activities,
primarily ocean freight and import  services,  increased 75% to $59.3 million in
the 1995 third quarter from $33.9 million in the prior year third quarter. These
increases were largely due to a 32% increase in international  airfreight weight
shipped,  partially  offset  by a  slight  decrease  in  average  yield.  Volume
increased in most international markets as the result of market share growth and
increased worldwide trade flows. In addition,  during the past year,  Burlington
expanded  its  global  operations  through  acquisitions  and new  company-owned
offices,  most notably in Denmark,  Italy,  Mexico and Portugal.  Although below
prior  year's  levels,  margins  on  certain  segments  have  improved  from the
beginning of the year as the result of price increases  introduced in the second
quarter.

Operating  profit in the first  nine  months  of 1995 for  Burlington  was $39.9
million,  a $12.1  million  decrease  from the $52.0  million  operating  profit
reported  in the  first  nine  months  of  1994.  Burlington's  results  in 1994
benefited  from  significant  additional  domestic  freight  as a result  of the
nationwide  trucking  strike,  which  added  an  estimated  $8  million  to 1994
operating profit.  Worldwide revenues rose 18% to over $1 billion in the current
year  period  from  $875.7  million in the first nine  months of 1994.  The $156
million  increase in revenues  resulted largely from a 10% increase in worldwide
airfreight  pounds shipped,  increased other revenue,  including import services
and ocean freight, and to a lesser extent a slight increase in worldwide average
airfreight yields.

Domestic airfreight revenues decreased by 6% or $25.7 million to $392 million in
the  first  nine  months of 1995  compared  to the  first  nine  months of 1994.
Domestic  operating  profit  for the first  nine  months of 1995  totaled  $20.3
million  compared to $34.1  million in the prior year period.  The  decreases in
revenues  and  operating  profit  were due  largely to a 4% decrease in domestic
airfreight  weight and a slight  decrease in domestic  yields.  The  decrease in
volume was due primarily to the impact of the U.S. trucking strike in the second
quarter  of 1994,  which  added  substantial  additional  volume  in 1994 and an
estimated $8 million to operating profit in the first nine months of 1994.

International  airfreight revenues of $484.9 million in the first nine months of
1995 were $119.2 million or 33% higher than the $365.7  million  reported in the
prior year period.  Operating  profit increased $1.8 million to $19.7 million in
the first nine months of 1995 compared to $17.9 million in the first nine months
of 1994. The increases in revenues and operating  profit were primarily due to a
27% increase in international airfreight weight shipped and a modest increase in
average  yields  compared to the prior year  period.  The  increase in volume is
largely attributed to improved economic conditions in the international  markets
and expansion of  company-owned  operations.  Revenues from other  international
activity and ocean freight increased 67% or $61.4 million to $153.6 million, due
to an increase in  international  shipment  volume and a continued  expansion of
ocean freight services.

                                       10

Brink's
- -------
The following is a table of selected financial data for Brink's on a comparative
basis:



                                                                  Three Months                    Nine Months 
(In thousands)                                                 Ended September 30             Ended September 30 
- --------------------------------------------------------------------------------------------------------------------
                                                                1995            1994          1995             1994 
====================================================================================================================
                                                                                                      
Revenues                                                  $   176,507         143,879         480,141        395,827 

Operating expenses                                            142,104         113,778         390,328        318,281 
Selling, general and administrative                            21,552          19,822          60,516         54,022 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                      163,656         133,600         450,844        372,303 
- ---------------------------------------------------------------------------------------------------------------------
Other operating income (expense)                                 (588)            853             585          3,957 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit                                          $    12,263          11,132          29,882         27,481 
=====================================================================================================================
Depreciation and amortization                             $     5,757           5,086          16,253         15,206 
=====================================================================================================================
Cash capital expenditures                                 $     4,234           4,528          15,710         11,261 
=====================================================================================================================
Revenues: 
   North America (United States and Canada)               $    97,103          85,669         278,084        247,488 
   International subsidiaries                                  79,404          58,210         202,057        148,339 
- ---------------------------------------------------------------------------------------------------------------------
Total revenues                                            $   176,507         143,879         480,141        395,827 
=====================================================================================================================
Operating profit: 
   North America (United States and Canada)               $     8,226           6,158          20,752         15,603 
   International operations                                     4,037           4,974           9,130         11,878 
- ---------------------------------------------------------------------------------------------------------------------
Total operating profit                                    $    12,263          11,132          29,882         27,481 
=====================================================================================================================



Brink's  consolidated  revenues  totaled  $176.5 million in the third quarter of
1995  compared  with  $143.9  million  in the  third  quarter  of 1994.  Brink's
operating  profit of $12.3 million in the third quarter of 1995  increased  $1.2
million  or 10% from the  $11.1  million  operating  profit  in the  prior  year
quarter.  The revenue increase of $32.6 million or 23% in the 1995 third quarter
was offset by an  increase  in  operating  expenses  and  selling,  general  and
administrative  expenses  of $30.1  million  and a decrease  in other  operating
income of $1.4 million.

Revenues from North American  operations  (United  States and Canada)  increased
$11.4  million  or 13% to $97.1  million in the 1995  third  quarter  from $85.7
million in the prior year quarter.  North American  operating  profit  increased
$2.1  million  or 34% to $8.2  million in the  current  year  quarter  from $6.2
million in the third quarter of 1994. The operating profit improvement primarily
resulted from rising volumes and increased market penetration in the armored car
business, which includes ATM servicing.
   
Revenues from international subsidiaries increased $21.2 million or 36% to $79.4
million in the 1995 third quarter from $58.2 million in the 1994 third  quarter.
Operating profits from international  subsidiaries and minority-owned affiliates
declined  19% or $1.0  million to $4.0  million in the current year quarter from
$5.0 million in the prior year third quarter.  The earnings  decline was largely
attributable to Brink's share of results from its Mexican affiliate (20% owned),
which  decreased  to a loss of $1.2  million  from  the  profit  of $.8  million
recorded in the third quarter of 1994,  primarily due to severance costs related
to a downsizing of the workforce,  high interest rates and the general  economic
condition in Mexico.  Local management in Mexico has made  substantial  progress
with a cost reduction program designed to restore operating profitability.

Brink's  operating  profit  increased $2.4 million to $29.9 million in the first
nine months of 1995 from $27.5  million in the first nine months of 1994 with an
increase  in  revenues  of $84.3  million,  partially  offset by an  increase in
operating

                                       11

expenses  and  selling,  general  and  administrative  expenses  totaling  $78.5
million, and a decrease in other operating income of $3.4 million.

Revenue from North  American  operations  increased 12% to $278.1 million in the
first nine months of 1995 from $247.5  million in the prior year  period.  North
American  operating  profit  increased  $5.2 million to $20.8 million from $15.6
million.  The increase in operating profit was largely attributable to increases
in the armored car business  and, to a lesser  extent,  increases in the diamond
and jewelry and coin and currency  processing  businesses,  partially  offset by
lower air courier results.

Revenue from international subsidiaries increased $53.7 million or 36% to $202.1
million,   while   operating   profit  from   international   subsidiaries   and
minority-owned  affiliates  decreased $2.7 million or 23% to $9.1 million in the
first nine months of 1995.  The increase in revenue is  primarily  due to higher
revenues  in  Brazil  as  well  as the  favorable  impact  of  foreign  currency
translation.  The decline in  operating  profit was  primarily  attributable  to
operations  in Mexico.  Brink's share of its Mexican  affiliates'  results was a
$2.2  million  loss in the first nine months of 1995  compared to a $2.5 million
profit reported in the same period of 1994.

BHS
- ---
The  following is a table of selected  financial  data for BHS on a  comparative
basis:



                                                                    Three Months                    Nine Months 
(Dollars in thousands)                                           Ended September 30             Ended September 30 
- --------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
====================================================================================================================
                                                                                                     
Revenues                                                   $    32,451         27,908          93,823         80,614 

Operating expenses                                              16,051         14,966          48,715         43,700 
Selling, general and administrative                              6,014          4,726          16,406         13,235 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                        22,065         19,692          65,121         56,935 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit                                           $    10,386          8,216          28,702         23,679 
=====================================================================================================================
Depreciation and amortization                              $     5,469          4,485          15,889         12,747 
=====================================================================================================================
Cash capital expenditures                                  $    11,882          8,491          31,023         25,155 
=====================================================================================================================
Annualized service revenues (a)                                                           $   100,862         82,437 
=====================================================================================================================
Number of subscribers: 
   Beginning of period                                         346,540        289,618         318,029        259,551 
   Installations                                                20,580         17,887          58,942         55,864 
   Disconnects, net                                             (5,917)        (4,339)        (15,768)       (12,249)
- ---------------------------------------------------------------------------------------------------------------------
End of period                                                  361,203        303,166         361,203        303,166 
=====================================================================================================================


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


Revenues for BHS  increased  16% to $32.5  million in the third  quarter of 1995
from $27.9  million in the year  earlier  quarter.  In the first nine  months of
1995,  revenues  increased  $13.2 million to $93.8 million from $80.6 million in
the first nine months of 1994. Operating profit of BHS increased $2.2 million to
$10.4 million in the third quarter of 1995, a 26% improvement  from $8.2 million
in the third quarter of 1994. In the first nine months of 1995, operating profit
increased  $5 million or 21% to $28.7  million  from $23.7  million in the first
nine months of 1994. The increase in operating  profit for the third quarter and
nine months of 1995  compared to the similar  periods in 1994  reflected  higher
monitoring revenues due to an average subscriber base that was approximately 19%
higher for the quarter and year to


                                       12

date 1995,  compared  to  similar  periods  in 1994,  slightly  offset by higher
account servicing and administrative costs.  Operating profit as a percentage of
revenue  increased  to 32% for the  third  quarter  of 1995 from 29% in the year
earlier quarter also as a result of the larger average subscriber base.

BHS installed  approximately  20,600 new subscribers during the third quarter of
1995, a 15% increase over the prior year quarter.  0For the first nine months of
1995,  BHS  installed  a total of  approximately  58,900  new  subscribers.  The
subscriber base totaled approximately 361,200 subscribers on September 30, 1995,
a 19%  increase  from the  September  30,  1994 level.  As a result,  annualized
service  revenues  increased  22% to $100.9  million as of  September  30, 1995.
During the third  quarter of 1995,  BHS  initiated  service in two new  markets:
Colorado Springs, Colorado and San Jose, California.

Coal
- ----
The following is a table of selected financial data for the Coal operations on a
comparative basis:



                                                                    Three Months                    Nine Months 
(In thousands)                                                   Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
=====================================================================================================================
                                                                                                      
Net sales                                                  $   173,985        205,831         545,255        577,627 

Cost of sales                                                  164,032        196,753         532,977        570,412 
Selling, general and administrative expenses                     5,394          6,623          17,096         19,586 
Restructuring and other charges                                      -              -               -         90,806 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                       169,426        203,376         550,073        680,804 
- ---------------------------------------------------------------------------------------------------------------------
Other operating income                                           3,516          6,033          20,014         12,221 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                    $     8,075          8,488          15,196        (90,956)
=====================================================================================================================

Coal sales (tons): 
   Metallurgical                                                 1,950          2,590           6,583          7,466 
   Utility and industrial                                        3,943          4,862          12,471         13,249 
- ---------------------------------------------------------------------------------------------------------------------
Total coal sales                                                 5,893          7,452          19,054         20,715 
=====================================================================================================================

Production/purchased (tons) 
   Deep                                                            984          1,124           3,025          3,746 
   Surface                                                       3,143          4,045          10,272         11,049 
   Contract                                                        459            605           1,500          1,731 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 4,586          5,774          14,797         16,526 
Purchased                                                        1,289          1,527           4,791          4,313 
- ---------------------------------------------------------------------------------------------------------------------
Total                                                            5,875          7,301          19,588         20,839 
=====================================================================================================================




Operations - Coal  operations had an operating  profit  totaling $8.1 million in
the third quarter of 1995 compared to an operating profit of $8.5 million in the
third quarter of 1994.  Included in the current quarter results is a pretax gain
of $1.5 million from the disposition of highwall mining  equipment,  whereas the
1994  third  quarter  included  a $2.5  million  pretax  gain from the sale of a
natural gas pipeline.

Sales  volume of 5.9  million  tons in the third  quarter of 1995 was 21% or 1.6
million tons less than the 7.5 million tons sold in the 1994 third  quarter,  as
marginal  mines  serving  the weak spot steam coal  markets  were idled and some
foreign metallurgical coal customers delayed shipments.  Steam coal sales volume
declined 19% or 1 million tons to 3.9 million tons and metallurgical  coal sales
volume  declined by 25% or .6 million tons to 2.0 million  tons  compared to the
third quarter of 1994.  Steam coal sales  represented 67% of total volume in the
third quarter of 1995, compared to 65% in the prior year quarter.


                                       13

As of September 30, 1995,  metallurgical  coal  customers  have taken  shipments
representing  approximately 78% of the proportionate annualized contract tonnage
for the contract year that began on April 1, 1995. Coal  operations  expect that
this shortfall,  which represents approximately .6 million tons, will be made up
by  these  customers  during  the  remainder  of the  contract  year or  shortly
thereafter.  The impact of the delayed  shipments  has  increased  inventory and
deferred recognition of expected gross margins.

Production in the third quarter of 1995 totaled 4.6 million tons, a 21% decrease
compared to the third quarter of 1994,  principally  reflecting  the closure and
idling of certain mines in order to improve the balance  between  production and
demand.  Surface production  accounted for approximately 70% of total production
in the third quarter of 1995.  Productivity of 39 tons per man day represented a
6% increase over the comparable period in 1994.

Coal margin  (realization  less current  production costs of coal sold) of $19.2
million or $3.25 per ton for the third quarter of 1995,  increased  $1.5 million
or $ .89 per ton from the prior year third  quarter.  This was caused by a 6% or
$1.77 per ton increase in average realization to $29.36 per ton partially offset
by a 3% or $.88 per ton increase in the average current production costs of coal
sold of $26.11 per ton. Operating results improved  significantly from the first
and second quarters of 1995. Substantial progress has been made in reconfiguring
the Coal operations production and distribution activities resulting in improved
efficiencies and lower mining costs. In addition, the disposition throughout the
year of  non-strategic  assets has  further  lowered  overall  operating  costs.
Management is continuing its drive to eliminate marginal  operations and improve
margins.

Coal  operations  had an  operating  profit of $15.2  million  in the first nine
months of 1995 compared to an operating  loss of $91.0 million in the prior year
period.  The  operating  loss in the first nine  months of 1994  included  $90.8
million  of charges  for asset  writedowns  and  accruals  for costs  related to
facility  shutdowns  (discussed  further  below) and $7.7  million of  operating
losses incurred during the first nine months related to closed facilities.

Sales  volume  of 19.1  million  tons in the first  nine  months of 1995 was 1.6
million  tons less than the 20.7  million  tons sold in the prior  year  period.
Steam  coal  sales  decreased  by .8  million  tons to  12.5  million  tons  and
metallurgical  coal  sales  declined  by .9  million  tons to 6.6  million  tons
compared to the prior year. Steam coal sales  represented 65% of total volume in
the first nine months of 1995.

Production  in the first nine months of 1995 totaled  14.8  million  tons, a 10%
decrease compared to the first nine months of 1994,  principally  reflecting the
scheduled  reduction in underground  mine production  during 1994 and early 1995
and the idling of surface steam coal mines. Surface production accounted for 71%
and  68% of  total  production  in the  first  nine  months  of 1995  and  1994,
respectively. Productivity of 37 tons per man day represented a 7% increase over
the comparable period in 1994.

Coal operations reached contract agreements with its metallurgical customers for
the coal year that began April 1, 1995 with most calling for price  increases of
approximately $4.00 to $5.50 per metric ton, depending upon coal quality.  These
price  increases,  which represent an average  increase of approximately 9% over
the prior  contract  year,  were in effect during the 1995 third quarter and had
the  effect of  realigning  pricing  to levels  in effect  prior to last  year's
unusually large decline.  Sales volume is expected to decline  modestly from the
level in the prior contract year.

Coal  operations'  efforts to lower costs have improved margins and enhanced the
ability to respond to  improvement  in pricing for its low  sulphur  steam coal.
Some modest  improvement in spot steam coal pricing from historically low levels
occurred  during the third quarter due to the hot summer and increased  European
demand for steam coal.  Coal  operations  are prepared to resume  production  at
certain idled facilities  should pricing improve  further.  The majority of Coal
operations' steam coal sales continue to be sold under long-term contracts.

Restructuring  and  Other  charges  - as a result  of the  continuing  long-term
decline  of the  metallurgical  coal  markets,  in the  first  quarter  of  1994
management  determined that four underground  mines were no longer  economically
viable and should be closed,  resulting in  significant  economic  impairment to
three  related  preparation  plants.  In addition,  it was  determined  that one
surface steam coal mine,  the  Heartland  mine,  which  provided coal to Alabama
Power under a long-term  sales  agreement,  would be closed due to rising  costs
caused by unfavorable geological conditions. As a result of these decisions, the
Coal  operations  incurred  pretax charges of $90.8 million ($58.1 million after
tax) in the first


                                       14

quarter of 1994 which included a reduction in the carrying value of these assets
and related accruals for mine closure costs.

Of the four  underground  mines,  two have ceased coal production (one in 1995),
while the remaining two mines are expected to cease coal  production  during the
remainder of 1995. In 1994, Coal operations reached agreement with Alabama Power
Company to  transfer  the coal sales  contract  which had been  serviced  by the
Heartland mine to another  location in West Virginia.  The Heartland mine ceased
coal production during 1994, and final reclamation and environmental  work is in
process.  At the  beginning  of 1994  there  were  approximately  750  employees
involved in operations at these  facilities  and other  administrative  support.
Employment  at these  facilities  has been reduced by 76% to  approximately  180
employees at September 30, 1995.

After coal  production  ceases at the mines  contemplated  in the  accrual,  the
Company will continue to pay  reclamation  and  environmental  costs for several
years  to  bring  these  properties  into  compliance  with  federal  and  state
environmental laws. In addition,  employee termination and medical payments will
continue to be made for several years after the facilities  have been closed.  A
significant  portion of these employee  liabilities is for statutorily  provided
workers'  compensation  costs for  inactive  employees.  Such  benefits  include
indemnity and medical  payments as required  under state  workers'  compensation
laws.  The long  payment  periods  are based on  continued  and,  in some cases,
lifetime  indemnity and medical  payments to injured former  employees and their
surviving spouses.  Management believes that the charges incurred in 1994 should
be  sufficient  to provide for these  future  payments  and does not  anticipate
material  additional future charges to operating  earnings for these facilities,
although continual cash funding will be required over the next several years.

The following table analyzes the changes in liabilities during 1994 and 1995 for
facility closure costs recorded as restructuring and other charges:



                                                                                            Employee 
                                                                              Mine      Termination, 
                                                             Leased            and           Medical 
                                                          Machinery          Plant               and 
                                                                and        Closure         Severance 
                                                          Equipment          Costs             Costs      Total 
     ------------------------------------------------------------------------------------------------------------
                                                                                                  
     Balance as of December 31, 1993 (a)                   $   3,092        28,434             34,217     65,743 
     Additions                                                 3,836        19,290             21,193     44,319 
     Payments (b)                                              3,141         9,468             12,038     24,647 
     ------------------------------------------------------------------------------------------------------------
     Balance as of December 31, 1994                           3,787        38,256             43,372     85,415 
     Payments (c)                                              1,474         7,501              6,096     15,071 
     ------------------------------------------------------------------------------------------------------------
     Balance as of September 30, 1995                      $   2,313        30,755             37,276     70,344 
     ============================================================================================================


(a)  These  amounts  represent the remaining  liabilities  for facility  closure
     costs  recorded as  restructuring  and other  charges in prior  years.  The
     original  charges  included  $5,094 for  leased  machinery  and  equipment,
     $52,243  principally  for  incremental  facility  closing  costs  including
     reclamation  and $54,108 for employee  benefit  costs,  primarily  workers'
     compensation, which will continue to be paid for several years.

(b)  These  amounts  represent  total cash  payments  made during 1994 for these
     charges.  Of the total payments made, $14,494 was for liabilities  recorded
     in years prior to 1994 and $10,153 was for liabilities recorded in 1994.

(c)  Payments made in the first nine months of 1995 included  $8,642  related to
     pre-1994  liabilities  and $6,429  for  liabilities  recorded  in the first
     quarter of 1994.

During  the next  twelve  months,  expected  cash  funding  of these  charges is
approximately  $15 to $20  million.  Management  estimates  that  the  remaining
liability for leased  machinery  and equipment  will be fully paid over the next
two years. The remaining  liability for mine and plant closure costs is expected
to be  satisfied  over the next  seven  years,  of  which  approximately  70% is
expected  to be paid over the next three  years.  The  remaining  liability  for
employee- related costs, which is primarily workers' compensation,  is estimated
to be 75%  settled  over the next four years with the  balance  paid  during the
following five to ten years.

                                       15

Mineral Ventures
- ----------------
The  following is a table of selected  financial  data for the Mineral  Ventures
operations on a comparative basis:



(Dollars in thousands,                                              Three Months                    Nine Months 
except per ounce data)                                           Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
=====================================================================================================================
                                                                                                      
Net sales                                                    $   3,717          4,311          12,398         11,406 

Cost of sales                                                    3,229          2,619           9,084          7,785 
Selling, general and administrative costs                        1,047            966           2,624          2,897 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                         4,276          3,585          11,708         10,682 

Other operating income (expense)                                  (257)            60             (15)           130 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                      $    (816)           786             675            854 
=====================================================================================================================

Stawell Gold Mine: 
PMV's 50% direct share ounces sold                               8,737         10,800          30,229         28,600 
Average realized gold price per ounce (US$)                  $     400            400             398            397 
Average cost per ounce (US$)                                 $     393            263             326            297 



Operating  profit of Mineral Ventures  operations  decreased $1.6 million in the
1995 third quarter to an operating loss of $.8 million, from an operating profit
of $.8 million in the third quarter of 1994.  Operating  profits were negatively
impacted by an adverse geological  condition at the Stawell gold mine in western
Victoria,  Australia,  in which  Mineral  Ventures has a 67% direct and indirect
interest,  resulting  in  temporarily  lower  produced  ore  grades  and  higher
production costs. Although this situation had a significantly negative impact on
third quarter results, the Stawell mine is expected to achieve normal production
during the fourth  quarter.  The Stawell mine produced  17,836 ounces of gold in
the third  quarter of 1995 at an average  cost of $393 per  ounce,  compared  to
21,734 ounces in the third quarter of 1994 at an average cost of $263 per ounce.

In the first nine months of 1995, operating profit of Mineral Ventures decreased
$.2  million to $.7  million  from $.9 million in the first nine months of 1994.
The  decrease  in  operating  profit  was  primarily  the  result  of  increased
production  costs at the Stawell Gold Mine as discussed  above. The Stawell gold
mine  produced  60,412  ounces in the first nine  months of 1995  compared  with
57,468 ounces in the comparable  period of 1994.  Mineral Ventures is continuing
exploration projects in Nevada and Australia with its joint venture partner.

A reserve  study at the Stawell mine  conducted  as of June 30, 1995,  indicated
proven and probable  recoverable gold reserves of 461,800 ounces, an increase of
132,800  ounces over the prior year level after the  production of 84,800 ounces
during the intervening period.

Foreign Operations
- ------------------
A portion of the  Company's  financial  results is derived  from  activities  in
several  foreign  countries,  each  with a local  currency  other  than the U.S.
dollar. Since the financial results of the Company are reported in U.S. dollars,
they are affected by the changes in the value of the various foreign  currencies
in relation to the U.S.  dollar.  The  Company's  international  activity is not
concentrated  in any single  currency,  which  limits the risks of foreign  rate
fluctuations.  In addition,  foreign  currency rate  fluctuations  may adversely
affect   transactions  which  are  denominated  in  currencies  other  than  the
functional currency.  The Company routinely enters into such transactions in the
normal course of its business.  Although the diversity of its foreign operations
limits the risks  associated  with such  transactions,  the Company uses foreign
exchange   forward   contracts  to  hedge  the  risks  associated  with  certain
transactions  denominated  in  currencies  other than the  functional  currency.
Realized and  unrealized  gains and losses on these  contracts  are deferred and
recognized as part of the specific  transaction hedged. In addition,  cumulative
translation adjustments relating to


                                       16

operations in countries with highly  inflationary  economies are included in net
income, along with all transaction gains or losses for the period.  Subsidiaries
in Brazil operate in such a highly inflationary economy.

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

Other Operating Income
- ----------------------
Other   operating   income  includes  the  Company's  share  of  net  income  of
unconsolidated  affiliates,  primarily  equity  affiliates  of Brink's,  royalty
income and gains and losses from sales of coal assets. The $4.5 million decrease
in other  operating  income in the third  quarter of 1995  compared to the third
quarter of 1994 is largely  attributable  to the $2 million  decrease in Brink's
share of the  reported  results of its Mexican  affiliate  and $1 million  lower
gains on sales of coal assets.  The sale of surplus  highwall  mining  equipment
resulted  in a $1.5  million  gain in the 1995 third  quarter  and the sale of a
natural gas pipeline  resulted in a $2.5 million gain in the 1994 third quarter.
Other operating  income for the first nine months of 1995 increased $3.9 million
to $22.4 million from $18.5 million in the prior year. The $4.2 million decrease
in equity in  earnings  of  unconsolidated  affiliates  was more than  offset by
profits of $6.8 million on the sale of coal assets.

Interest Expense
- ----------------
Interest  expense  increased $1 million to $3.7 million in the third  quarter of
1995 from $2.7 million in the prior year quarter. Interest expense totaled $10.4
million in the first nine months of 1995  compared  with $8 million in the first
nine  months of 1994.  The  increase  in the 1995 third  quarter  and nine month
periods is due to higher interest rates on higher average debt balances.

Other Income (Expense), Net
- ---------------------------
Other net expense for the first nine months of 1995  decreased  $.8 million to a
net  expense of $4 million  from a net expense of $4.8  million.  The first nine
months of 1994  included  expenses of $1.2 million  recognized  on the Company's
redemption of its 9.2% Convertible Subordinated Debentures.

FINANCIAL CONDITION

Cash Provided by Operations
- ---------------------------
Cash  provided  by  operating  activities  during the first nine  months of 1995
totaled $89.3 million  compared with $108.8  million in the first nine months of
1994.  The  decrease  in cash  provided  occurred,  despite  higher net  income,
partially as a result of additional investment in working capital at Burlington.
Such requirements  primarily reflected initial working capital needs of recently
acquired foreign subsidiaries,  a relatively larger seasonal volume increase and
increased international revenues,  which tend to have longer payment terms. Cash
provided by operating activities in the first nine months of 1994 was negatively
impacted by the integration of operating  activities of Addington which required
cash to finance  working  capital.  Net income,  noncash  charges and changes in
operating  assets  and  liabilities  in the  first  nine  months  of  1994  were
significantly  affected by after-tax  restructuring  and other  charges of $58.1
million  which  had  minimal  effect in the  first  nine  months of 1995 on cash
generated by operations.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first  nine  months of 1995  totaled  $81.3
million.  Of that amount,  $19.8 million was spent by Burlington,  $15.7 million
was spent by Brink's,  $31 million was spent by BHS,  $12.8 million was spent by
Coal and $1.6 million was spent by Mineral  Ventures.  Expenditures  incurred by
BHS in the first nine months of 1995 were primarily for customer  installations,
representing  expansion of the subscriber base. For the full year 1995,  capital
expenditures  are estimated to approximate $130 million.  The foregoing  amounts
exclude  equipment  expenditures  that have been or are  expected to be financed
through  capital  and  operating  leases,  and  any  acquisition   expenditures.
Increased expenditures in 1995 are largely attributable to Burlington to support
new airfreight  stations and implementation of new information  systems,  and to
BHS  resulting  from  continued   expansion  of  the  subscriber  base.  Capital
expenditures  in 1996  are  estimated  to  approximate  the 1995  levels.  These
expenditures will be primarily for maintenance and replacement,  when necessary,
of current business operations,  including  information systems and, to a lesser
extent, for business expansion.

                                       17

Other Investing Activities
- --------------------------
All other  investing  activities  in the first nine months of 1995  provided net
cash of $6.3  million,  primarily  from the  disposal  of  property,  plant  and
equipment net of expenditures for aircraft heavy  maintenance.  In January 1994,
the Company  paid  approximately  $157  million in cash for the  acquisition  of
substantially  all the coal  mining  operations  and  coal  sales  contracts  of
Addington.  The  purchase  price of the  acquisition  was  financed  through the
issuance of $80.5 million of a new series of convertible  preferred stock, which
is convertible  into Pittston  Minerals Group Common Stock,  and additional debt
under revolving credit agreements.

Financing
- ---------
The Company  intends to fund its  capital  expenditure  requirements  during the
remainder of 1995 with  anticipated  cash flows from  operating  activities  and
through operating leases if the latter are financially  attractive.  Shortfalls,
if any, will be financed through the Company's  revolving  credit  agreements or
other borrowing  arrangements.  The Company has a $350 million  revolving credit
agreement with a syndicate of banks (the  "Facility").  The Facility  includes a
$100 million term loan,  which  matures in May 2000.  The Facility  also permits
additional  borrowings,  repayments,  and  reborrowings of up to an aggregate of
$250 million  until May 2000.  As of  September  30,  1995,  borrowings  of $100
million  were  outstanding  under the term loan  portion of the  Facility and $7
million of  additional  borrowings  was  outstanding  under the remainder of the
facility.  The Company,  on behalf of the Minerals Group,  maintains  agreements
with  financial  institutions  whereby  it has the  right to sell  certain  coal
receivables,  with recourse,  to those  institutions.  As of September 30, 1995,
coal receivables of approximately  $9.8 million sold under these agreements were
outstanding.

Debt
- ----
Outstanding  debt,  including  borrowings  under  revolving  credit  agreements,
aggregated  $179.4  million at  September  30, 1995,  up from $165.1  million at
year-end  1994.  Cash  proceeds  from  operating  activities,   other  investing
activities and the exercise of stock options were not sufficient to fund capital
expenditures,  the  repurchase  of stock and  dividends  payments,  resulting in
additional borrowings.

On April 15,  1994,  the  Company  redeemed  all  outstanding  9.2%  Convertible
Subordinated  Debentures due July 1, 2004. The principal amount  outstanding was
$27.8  million and the premium paid to call the debt  totaled $.8  million.  The
Company used cash provided under its revolving  credit  agreements to redeem the
debentures.  The  premium  paid in  addition  to other  charges  related  to the
redemption  are included in the Company's  Consolidated  Statement of Operations
for the nine months ended September 30, 1994.

Capitalization
- --------------
In January  1994,  the Company  issued $80.5 million  (161,000  shares) of a new
series of cumulative  preferred stock,  convertible into Pittston Minerals Group
Common Stock ("Minerals  Stock").  The cumulative  convertible  preferred stock,
which is attributable to the Minerals Group, pays an annual cumulative  dividend
of $31.25 per share payable quarterly,  in cash, in arrears, out of all funds of
the Company legally available therefor, when, as and if declared by the Board of
Directors (the "Board") of the Company, which commenced March 1, 1994, and bears
a liquidation  preference of $500 per share, plus an amount equal to accrued and
unpaid dividends thereon.

In July 1994, the Board authorized the repurchase from time to time of up to $15
million of the new  series of  cumulative  convertible  preferred  stock.  As of
September  30,  1995,  24,720  shares  at a  total  cost of  $9.6  million  were
repurchased,  of which 16,370 shares at a cost of $6.3 million were  repurchased
in the first nine months of 1995.  In November  1995,  the Board  authorized  an
increase in the remaining authority to $15 million.

At September  30, 1995,  the Company was also  authorized  to  repurchase  up to
1,250,000 shares of Pittston Services Group Common Stock ("Services  Stock") and
250,000 shares of Minerals Stock, not to exceed $43 million. As of September 30,
1995,  a total of 401,900  shares ($9.6  million) of Services  Stock and 117,300
shares  ($1.7  million) of  Minerals  Stock have been  acquired  pursuant to the
authorization.  During the nine months ended September 30, 1995,  145,800 shares
of Services  Stock were  repurchased  at a total cost of $3.4 million and 78,800
shares of Minerals Stock


                                       18

were  repurchased  at a total cost of $.9 million.  In November  1995, the Board
increased  the  remaining  purchase  authority  for Minerals  Stock to 1,000,000
shares, not to exceed $45 million for all common shares of the Company.

On September 15, 1995, the Company announced that the Board approved, subject to
a favorable  vote of  shareholders,  a plan to separate  Services Stock into two
classes of common  stock which would  separately  track the  Company's  security
services and home security  business (the  "Pittston  Brink's  Group"),  and its
global freight  transportation and logistics management services businesses (the
"Pittston  Burlington  Group").  The plan will not alter the  composition of the
Minerals Group.

Under the proposed plan, a new class of common stock called Pittston  Burlington
Group Common Stock  ("Burlington  Stock")  will be  distributed  tax free to the
Services Group  shareholders in the ratio of one half of one share of Burlington
Stock for each outstanding share of Services Stock.  Services Group shareholders
will retain their existing  common stock,  which will be  redesignated  Pittston
Brink's Group Common Stock ("Brink's  Stock"),  on a share-for-share  basis. The
Company will continue as a single  corporate entity with three classes of common
stock.  The proposed plan is designed to have no adverse effect on the rights of
the  shareholders  of Minerals  Stock or the  cumulative  convertible  preferred
stock.

Dividends
- ---------
The Board  intends to declare and pay  dividends on Services  Stock and Minerals
Stock  based  on  earnings,   financial   condition,   cash  flow  and  business
requirements of the Services Group and Minerals Group,  respectively.  Since the
Company remains subject to Virginia law limitations on dividends and to dividend
restrictions  in  its  public  debt  and  bank  credit   agreements,   financial
developments of one Group could affect the Company's ability to pay dividends in
respect of stock  relating to the other Group.  Dividends on Minerals  Stock are
also limited by the Available Minerals Dividend Amount, which is adjusted by net
income or losses and other  equity  transactions,  as  defined in the  Company's
Articles of  Incorporation.  At  September  30,  1995,  the  Available  Minerals
Dividend Amount was at least $22.3 million.

During the 1995 and 1994 nine month  periods,  the Board  declared and paid cash
dividends  of 15 cents per share of Services  Stock and 48.75 cents per share of
Minerals Stock.  Dividends paid on the cumulative convertible preferred stock in
the first nine months of 1995 were $3.3 million. Preferred dividends included on
the Company's  Statement of Operations  for the nine months ended  September 30,
1995,  are net of $1.6 million,  which was the excess of the carrying  amount of
the preferred stock over the cash paid to holders of the preferred stock.

Pending Accounting Change
- -------------------------
The Company is required to implement a new  accounting  standard for  long-lived
assets - Statement of Financial Accounting Standards ("SFAS") No. 121 - in 1996.
SFAS No. 121 requires  companies to utilize a two step  approach to  determining
whether  impairment of  long-lived  assets has occurred and if so, the amount of
such impairment.  The Company has not yet determined the effect of adopting SFAS
No. 121.

                                       19


                             Pittston Services Group
                                 BALANCE SHEETS
                                 (In thousands)





                                                                                       September 30,             Dec. 31, 
                                                                                           1995                    1994 
==========================================================================================================================
                                                                                        (Unaudited) 
                                                                                                                
ASSETS
Current assets: 
Cash and cash equivalents                                                            $    38,879                   38,610 
Short-term investments, at lower of cost or market                                         2,468                    2,041 
Accounts receivable (net of estimated amount uncollectible: 
   1995 - $14,639; 1994 - $13,854)                                                       336,257                  267,869 
Receivable - Pittston Minerals Group                                                      33,360                   32,170 
Inventories, at lower of cost or market                                                    4,384                    4,006 
Prepaid expenses                                                                          24,661                   16,311 
Deferred income taxes                                                                     24,606                   25,325 
- --------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                     464,615                  386,332 

Property, plant and equipment, at cost (net of accumulated depreciation 
    and amortization: 1995 - $262,966; 1994 - $234,722)                                  268,685                  225,372 
Intangibles, net of amortization                                                         211,041                  208,792 
Deferred pension assets                                                                   44,576                   43,150 
Deferred income taxes                                                                      1,741                    1,323 
Other assets                                                                              55,042                   75,707 
- --------------------------------------------------------------------------------------------------------------------------
Total assets                                                                         $1,045,700                   940,676 
==========================================================================================================================



LIABILITIES AND SHAREHOLDER'S EQUITY 
Current liabilities: 
Short-term borrowings                                                                $    29,655                   13,323 
Current maturities of long-term debt                                                       5,773                    6,194 
Accounts payable                                                                         193,068                  175,844 
Accrued liabilities                                                                      149,588                  137,555 
- --------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                378,084                  332,916 

Long-term debt, less current maturities                                                   57,321                   49,896 
Postretirement benefits other than pensions                                                6,098                    5,761 
Workers' compensation and other claims                                                    10,885                    9,929 
Deferred income taxes                                                                     31,198                   34,090 
Payable - Pittston Minerals Group                                                         19,202                   23,186 
Other liabilities                                                                         36,230                   28,487 
Shareholder's equity                                                                     506,682                  456,411 
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                                           $ 1,045,700                  940,676 
==========================================================================================================================



See accompanying notes to financial statements. 


                                       20

                             Pittston Services Group
                            STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)





                                                                  Three Months                    Nine Months 
                                                               Ended September 30             Ended September 30 
- --------------------------------------------------------------------------------------------------------------------
                                                                1995           1994           1995            1994 
====================================================================================================================

                                                                                                     
Operating revenues                                         $  574,751        483,712       1,605,651      1,352,116 

Operating expenses                                            476,614        395,659       1,346,739      1,111,838 
Selling, general and administrative expenses                   60,199         50,264         169,900        150,185 
- --------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                      536,813        445,923       1,516,639      1,262,023 
- --------------------------------------------------------------------------------------------------------------------

Other operating income                                           (124)         1,537           2,418          6,114 
- --------------------------------------------------------------------------------------------------------------------
Operating profit                                               37,814         39,326          91,430         96,207 

Interest income                                                 1,517            818           4,490          2,030 
Interest expense                                               (1,765)        (1,488)         (4,939)        (4,663)
Other income (expense), net                                    (1,598)          (474)         (3,364)        (4,104)
- --------------------------------------------------------------------------------------------------------------------
Income before income taxes                                     35,968         38,182          87,617         89,470 
Provision for income taxes                                     10,831         13,168          28,911         32,657 
- --------------------------------------------------------------------------------------------------------------------
Net income                                                 $   25,137         25,014          58,706         56,813 
====================================================================================================================

Per common share: 
Net income                                                 $      .66            .66            1.55           1.50 
====================================================================================================================
Cash dividends                                             $      .05            .05             .15            .15 
====================================================================================================================
Average shares outstanding                                     37,916         37,840          37,914         37,757 
====================================================================================================================


See accompanying notes to financial statements. 



                                       21

                             Pittston Services Group
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)



                                                                                                           Nine Months Ended 
                                                                                                             September 30 
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                        1995             1994 
================================================================================================================================
                                                                                                                     
Cash flows from operating activities: 
Net income                                                                                         $   58,706            56,813
Adjustments to reconcile net income to net cash provided by operating activities: 
   Noncash charges and other write-offs                                                                     -               306
   Depreciation and amortization                                                                       46,963            40,853
   Provision for aircraft heavy maintenance                                                            19,226            19,585
   Provision (credit) for deferred income taxes                                                        (2,621)              914
   (Credit) provision for pensions, noncurrent                                                            (94)               42
   Provision for uncollectible accounts receivable                                                      3,641             3,018
   Equity in earnings of unconsolidated affiliates, net of dividends received                           1,501               (45)
   Other operating, net                                                                                 2,495             1,831 
   Change in operating assets and liabilities: 
      Increase in accounts receivable                                                                 (66,855)          (45,674)
      Increase in inventories                                                                            (366)             (860)
      Increase in prepaid expenses                                                                     (6,754)           (2,338)
      Increase in accounts payable and accrued liabilities                                             19,926            54,672 
      (Increase) decrease in other assets                                                              (1,383)             (607)
      Increase (decrease) in other liabilities                                                          2,530               (20)
      Other, net                                                                                       (1,581)             (210)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                              75,334           128,280 
- --------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities: 
Additions to property, plant and equipment                                                            (66,735)          (53,677)
Property, plant and equipment pending lease financing                                                     (60)            2,047 
Proceeds from disposal of property, plant and equipment                                                 2,413             1,664 
Aircraft heavy maintenance                                                                            (11,406)           (9,732)
Acquisitions, net of cash acquired, and related contingent payments                                    (2,649)              (63)
Other, net                                                                                              2,747            (2,902)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                                 (75,690)          (62,663)
- --------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities: 
Additions to debt                                                                                      18,482            32,761 
Reductions of debt                                                                                     (4,638)          (36,755)
Payments (to) from - Minerals Group                                                                    (6,190)          (42,196)
Repurchase of stock of the Company                                                                     (3,435)           (3,424)
Proceeds from employee stock purchase plan                                                                590                 - 
Proceeds from exercise of stock options                                                                 1,752             5,248 
Proceeds from sale of stock to Minerals Group                                                               -               322 
Dividends paid                                                                                         (5,936)           (5,659)
Cost of Services Stock Proposal                                                                             -                (2)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities                                                          625           (49,705)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                                      269            15,912 
Cash and cash equivalents at beginning of period                                                       38,610            30,271 
- --------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                                         $   38,879            46,183 
================================================================================================================================



See accompanying notes to financial statements. 


                                       22

                             Pittston Services Group
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                    (In thousands, except per share amounts)



(1)  The financial  statements  of the Pittston  Services  Group (the  "Services
     Group") include the balance sheets, results of operations and cash flows of
     the  Burlington  Air Express  Inc.  ("Burlington"),  Brink's,  Incorporated
     ("Brink's")  and Brink's Home  Security,  Inc.  ("BHS")  operations  of The
     Pittston Company (the "Company"),  and a portion of the Company's corporate
     assets and  liabilities and related  transactions  which are not separately
     identified  with  operations of a specific  segment.  The Services  Group's
     financial  statements  are  prepared  using  the  amounts  included  in the
     Company's   consolidated   financial   statements.   Corporate  allocations
     reflected in these financial  statements are determined  based upon methods
     which  management  believes to be a reasonable and equitable  allocation of
     such expenses and credits.

     The  Company  provides  holders of Pittston  Services  Group  Common  Stock
     ("Services  Stock")  separate  financial  statements,   financial  reviews,
     descriptions  of business and other relevant  information  for the Services
     Group in addition to  consolidated  financial  information  of the Company.
     Holders  of  Services  Stock  are  shareholders  of the  Company,  which is
     responsible  for all its  liabilities.  Therefore,  financial  developments
     affecting  the  Pittston  Minerals  Group  (the  "Minerals  Group")  or the
     Services Group that affect the Company's  financial  condition could affect
     the  results  of  operations  and  financial   condition  of  both  Groups.
     Accordingly,  the Company's  consolidated financial statements must be read
     in connection with the Services Group's financial statements.

(2)  As of January 1, 1992,  BHS elected to  capitalize  categories of costs not
     previously  capitalized  for home security  installations.  The  additional
     costs not previously  capitalized consisted of costs for installation labor
     and related benefits for supervisory,  installation  scheduling,  equipment
     testing and other  support  personnel  and costs  incurred  in  maintaining
     facilities and vehicles dedicated to the installation  process.  The effect
     of this change in accounting principle was to increase operating profit for
     the  Services  Group and the BHS  segment for the first nine months of 1995
     and 1994 by $3,204 and $3,114, respectively,  and for the third quarters of
     1995 and 1994 by $1,255 and $965,  respectively.  The effect of this change
     increased  net income per common share of the Services  Group for the first
     nine months of 1995 and 1994 by $.05 and for the third quarters of 1995 and
     1994 by $.02.

(3)  The  amounts  of  depreciation  and  amortization  of  property,  plant and
     equipment  in the third  quarter  and nine  month  period  of 1995  totaled
     $14,232 ($11,770 in 1994) and $40,919 ($34,076 in 1994), respectively.

(4)  Cash payments made for interest and income taxes (net of refunds  received)
     were as follows:

                                    Third Quarter              Nine Months
                                 1995          1994         1995         1994 
      --------------------------------------------------------------------------
         Interest             $  1,410         1,564        4,835        5,968 
      ==========================================================================
         Income taxes         $  5,480         8,430       34,200       27,317 
      ==========================================================================



     During the nine month  periods ended  September 30, 1995 and 1994,  capital
     lease  obligations  of $4,434 and $1,569,  respectively,  were incurred for
     leases of property, plant and equipment.

(5)  On April 15, 1994, the Company redeemed all of the $27,811 9.2% Convertible
     Subordinated  Debentures due July 1, 2004, at a premium of $767.  This debt
     had been  attributed to the Services  Group.  The premium and other charges
     related  to  the  redemption  have  been  included  in the  Services  Group
     Statement of Operations in Other income (expense), net.



                                       23

(6)  Certain prior period amounts have been  reclassified  to conform to current
     period financial statement presentation.

(7)  All  adjustments  have been made which are, in the  opinion of  management,
     necessary to a fair  presentation  of results of operations for the periods
     reported herein. All such adjustments are of a normal recurring nature.

(8)  In September 1995, the Company's Board of Directors approved,  subject to a
     favorable vote of shareholders,  a plan to separate Services Stock into two
     classes of common stock which would separately track the Company's security
     services and home security businesses,  the Pittston Brink's Group, and its
     global freight transportation and logistics management services businesses,
     the Pittston  Burlington  Group. The plan will not alter the composition of
     the Minerals Group.

     Under  the  proposed  plan,  a new class of common  stock  called  Pittston
     Burlington Group Common Stock ("Burlington  Stock") will be distributed tax
     free to the  Services  Group  shareholders  in the ratio of one half of one
     share of Burlington  Stock for each  outstanding  share of Services  Stock.
     Services Group  shareholders will retain their existing common stock, which
     will be redesignated Pittston Brink's Group Common Stock ("Brink's Stock"),
     on a share-for-share basis. The Company will continue as a single corporate
     entity with three classes of common stock: Brink's Stock, Burlington Stock,
     and Pittston Minerals Group Common Stock ("Minerals  Stock").  The proposed
     plan  is  designed  to  have  no  adverse  effect  on  the  rights  of  the
     shareholders of Minerals Stock or Series C Convertible Preferred Stock.


                                       24

                             Pittston Services Group
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION



The financial  statements of the Pittston  Services Group (the "Services Group")
include the balance  sheets,  results of operations and cash flows of Burlington
Air Express Inc. ("Burlington"),  Brink's,  Incorporated ("Brink's") and Brink's
Home  Security,  Inc.  ("BHS"),  and a portion of The  Pittston  Company's  (the
"Company")  corporate assets and liabilities and related  transactions which are
not separately  identified with operations of a specific  segment.  The Services
Group's  financial  statements  are prepared  using the amounts  included in the
Company's consolidated financial statements.  Corporate allocations reflected in
these financial  statements are determined  based upon methods which  management
believes  to be an  equitable  allocation  of such  expenses  and  credits.  The
accounting  policies  applicable  to the  preparation  of the  Services  Group's
financial  statements may be modified or rescinded at the sole discretion of the
Company's  Board  of  Directors  (the  "Board")  without  the  approval  of  the
shareholders, although there is no intention to do so.

The Company provides holders of Pittston  Services Group Common Stock ("Services
Stock")  separate  financial  statements,  financial  reviews,  descriptions  of
business and other  relevant  information  for the Services Group in addition to
consolidated financial information of the Company. Holders of Services Stock are
shareholders  of the  Company,  which  continues to be  responsible  for all its
liabilities.  Therefore,  financial developments affecting the Pittston Minerals
Group (the  "Minerals  Group") or the Services  Group that affect the  Company's
financial  condition  could  affect the  results  of  operations  and  financial
condition of both Groups.  Accordingly,  the  Company's  consolidated  financial
statements  must be read in  connection  with  the  Services  Group's  financial
statements.

The following  discussion is a summary of the key factors  management  considers
necessary in reviewing the Services Group's results of operations, liquidity and
capital  resources.  This  discussion  should  be read in  conjunction  with the
financial statements and related notes of the Company.


                               SEGMENT INFORMATION
                                 (In thousands)


                                                             Three Months                        Nine Months 
                                                          Ended September 30                 Ended September 30 
- --------------------------------------------------------------------------------------------------------------------
                                                          1995             1994              1995            1994 
====================================================================================================================
                                                                                                  
Revenues: 
Burlington                                            $ 365,793          311,925          1,031,687        875,675 
Brink's                                                 176,507          143,879            480,141        395,827 
BHS                                                      32,451           27,908             93,823         80,614 
- --------------------------------------------------------------------------------------------------------------------
Revenues                                              $ 574,751          483,712          1,605,651      1,352,116 
====================================================================================================================

Operating profit: 
Burlington                                            $  17,449           22,248             39,913         52,028 
Brink's                                                  12,263           11,132             29,882         27,481 
BHS                                                      10,386            8,216             28,702         23,679 
- --------------------------------------------------------------------------------------------------------------------
Segment operating profit                                 40,098           41,596             98,497        103,188 
General corporate expense                                (2,284)          (2,270)            (7,067)        (6,981) 
- --------------------------------------------------------------------------------------------------------------------
Operating profit                                      $  37,814           39,326             91,430         96,207 
====================================================================================================================


                                       25

RESULTS OF OPERATIONS 
  
In the third quarter of 1995,  the Services  Group  reported net income of $25.1
million or $.66 per share  compared  with $25.0 million or $.66 per share in the
third quarter of 1994.  Operating profit totaled $37.8 million in the 1995 third
quarter  compared with $39.3 million in the prior year third  quarter.  Revenues
for the 1995 third  quarter  increased $91 million or 19% compared with the 1994
third quarter,  of which $53.9 million was from  Burlington,  $32.6 million from
Brink's and $4.5 million from BHS. Operating  expenses and selling,  general and
administrative  expenses for the 1995 third quarter  increased  $90.9 million or
20%  compared  with the same period last year,  of which $58.4  million was from
Burlington,  $30.1 million was from Brink's and $2.4 million was from BHS. Other
operating  income  decreased $1.7 million largely due to decreased  results from
Brink's 20% owned affiliate in Mexico.

In the first nine months of 1995,  the  Services  Group  reported  net income of
$58.7  million or $1.55 per share  compared  with net income of $56.8 million or
$1.50 per share in the first nine months of 1994. Operating profit totaled $91.4
million  in the first nine  months of 1995  compared  with $96.2  million in the
first nine  months of 1994.  Net income and  operating  profit  were  positively
impacted by improved  results  from the  Brink's and BHS  businesses,  offset by
lower  operating  profit  at  Burlington.  The  first  nine  months of 1995 were
favorably impacted by lower nonoperating and net interest expenses compared with
the same  period  of last  year.  Revenues  for the  first  nine  months of 1995
increased  $253.5 million or 19% compared with the first nine months of 1994, of
which $156 million was from Burlington, $84.3 million was from Brink's and $13.2
million was from BHS.  Operating expenses and selling general and administrative
expenses for the first nine months of 1995 increased  $254.6 million or 20% over
the same period last year, of which $167.8  million was from  Burlington,  $78.5
million from Brink's and $8.2 million from BHS. Other operating income decreased
$3.7 million as a result of decreased  results from Brink's 20% owned  affiliate
in  Mexico.  Net income and  operating  profit in the first nine  months of 1994
benefited  from  unusually  strong  operating   profits  at  Burlington  due  to
substantial  additional  volumes  of freight  directed  to  Burlington  during a
nationwide  trucking  strike  in the  second  quarter  of 1994,  which  added an
estimated  $8 million to  operating  profit and $5 million to net income in that
period.


                                       26

Burlington
- ----------
The  following  is a table  of  selected  financial  data  for  Burlington  on a
comparative basis:


(Dollars in thousands, except                                       Three Months                    Nine Months 
per pound/shipment amounts)                                      Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
=====================================================================================================================
                                                                                                      
Revenues: 
Airfreight 
   Domestic U.S.                                           $   134,162        145,214         392,017        417,753 
   International                                               172,364        132,795         484,853        365,746 
- ---------------------------------------------------------------------------------------------------------------------
Total airfreight                                               306,526        278,009         876,870        783,499 
Other                                                           59,267         33,916         154,817         92,176 
- ---------------------------------------------------------------------------------------------------------------------
Total revenues                                                 365,793        311,925       1,031,687        875,675 

Operating expenses                                             318,459        266,915         907,696        749,857 
Selling, general and administrative                             30,349         23,446          85,911         75,947 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                       348,808        290,361         993,607        825,804 
- ---------------------------------------------------------------------------------------------------------------------

Other operating income                                             464            684           1,833          2,157 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit: 
   Domestic U.S.                                                 8,781         13,750          20,261         34,141 
   International                                                 8,668          8,498          19,652         17,887 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit                                           $    17,449         22,248          39,913         52,028 
=====================================================================================================================

Depreciation and amortization                              $     4,957          4,514          14,659         12,747 
=====================================================================================================================

Cash capital expenditures                                  $     6,299          6,138          19,799         17,147 
=====================================================================================================================

Airfreight shipment growth rate (a)                             15.8%            3.0%            9.4%           7.8% 

Airfreight weight growth rate (a): 
   Domestic U.S.                                                ( 4.3%)         19.8%           (4.2%)         20.9% 
   International                                                 31.5%          27.5%           27.3%          25.5% 
   Worldwide                                                     11.9%          23.2%           10.0%          23.0% 

Worldwide airfreight weight (millions of pounds)                 353.5          315.7           997.8          907.0 
=====================================================================================================================

Worldwide airfreight shipments (thousands)                       1,391          1,201           3,929          3,590 
=====================================================================================================================

Worldwide average airfreight yield 
   (revenue per pound)                                     $     0.867          0.880           0.879          0.864 
=====================================================================================================================
Worldwide average airfreight revenue per shipment          $       220            231             223            218 
=====================================================================================================================
Worldwide average airfreight weight per 
   shipment (pounds)                                               254            263             254            253 
=====================================================================================================================


(a)  Compared to the same period in the prior year. 


Burlington  reported  an  operating  profit of $17.5  million  in the 1995 third
quarter,  a $4.7 million  decrease from the $22.2 million  reported in the third
quarter of 1994.  Worldwide  revenues rose 17% to $365.8  million in the current
year  quarter  from $311.9  million in the prior year third  quarter.  Worldwide
airfreight revenues increased $28.5 million or 10% to $306.5 million in the 1995
third quarter from $278 million in the prior year quarter.  These increases were
principally from a 32% increase in international weight shipped, which more than
offset a 4% decline in domestic U.S.


                                       27

weight  shipped and a slight  decrease in worldwide  average  airfreight  yields
(revenue per pound). Other revenues,  which includes customs clearance and other
import-related  services,  as well as ocean freight  services,  increased  $25.4
million or 75% to $59.3  million in the third quarter of 1995 from $33.9 million
in the prior year quarter, as a result of an increase in international  shipment
volume,  including  ocean freight.  Total  airfreight  weight shipped  worldwide
increased  12% to 353.5  million  pounds in the current  year quarter from 315.7
million pounds in the prior year quarter.  Worldwide  average  airfreight yields
decreased  slightly  to $.867 in the 1995 third  quarter  from $.880 in the same
period a year earlier.

Domestic airfreight revenues decreased by 8% to $134.2 million in the 1995 third
quarter  from $145.2  million in the prior year third  quarter  while  operating
profit  decreased  $5.0 million to $8.8  million in the 1995 third  quarter from
$13.8 million in the third quarter of 1995.  The decrease was the result of a 4%
decrease in domestic  weight  shipped and a modest  decrease in average  yields.
Domestic  weight  shipped  was  impacted  by a  decline  in  shipments  by  auto
producers. Lower average yields reflected a change in mix to lower yield traffic
and general pricing pressures. Partially offsetting the decline in revenues were
continued  reductions in operating  costs.  Domestic fleet costs were lower as a
result of effective  adjustments of fleet capacity to match volume requirements.
In addition, labor costs have been reduced through strict cost control measures,
including reconfiguration of the domestic station network.

International airfreight revenues increased by 30% to $172.3 million in the 1995
third quarter from $132.8 million in the prior year third quarter. International
operating profit in the 1995 third quarter totaled $8.7 million compared to $8.5
million in the prior year quarter. Revenues from other international activities,
primarily ocean freight and import  services,  increased 75% to $59.3 million in
the 1995 third quarter from $33.9 million in the prior year third quarter. These
increases were largely due to a 32% increase in international  airfreight weight
shipped,  partially  offset  by a  slight  decrease  in  average  yield.  Volume
increased in most international markets as the result of market share growth and
increased worldwide trade flows. In addition,  during the past year,  Burlington
expanded  its  global  operations  through  acquisitions  and new  company-owned
offices,  most notably in Denmark,  Italy,  Mexico and Portugal.  Although below
prior  year's  levels,  margins  on  certain  segments  have  improved  from the
beginning of the year as the result of price increases  introduced in the second
quarter.

Operating  profit in the first  nine  months  of 1995 for  Burlington  was $39.9
million,  a $12.1  million  decrease  from the $52.0  million  operating  profit
reported  in the  first  nine  months  of  1994.  Burlington's  results  in 1994
benefited  from  significant  additional  domestic  freight  as a result  of the
nationwide  trucking  strike,  which  added  an  estimated  $8  million  to 1994
operating profit.  Worldwide revenues rose 18% to over $1 billion in the current
year  period  from  $875.7  million in the first nine  months of 1994.  The $156
million  increase in revenues  resulted largely from a 10% increase in worldwide
airfreight  pounds shipped,  increased other revenue,  including import services
and ocean freight, and to a lesser extent a slight increase in worldwide average
airfreight yields.

Domestic airfreight revenues decreased by 6% or $25.7 million to $392 million in
the  first  nine  months of 1995  compared  to the  first  nine  months of 1994.
Domestic  operating  profit  for the first  nine  months of 1995  totaled  $20.3
million  compared to $34.1  million in the prior year period.  The  decreases in
revenues  and  operating  profit  were due  largely to a 4% decrease in domestic
airfreight  weight and a slight  decrease in domestic  yields.  The  decrease in
volume was due primarily to the impact of the U.S. trucking strike in the second
quarter of 1994, which added substantial additional volume in 1994.

International  airfreight revenues of $484.9 million in the first nine months of
1995 were $119.2 million or 33% higher than the $365.7  million  reported in the
prior year period.  Operating  profit increased $1.8 million to $19.7 million in
the first nine months of 1995 compared to $17.9 million in the first nine months
of 1994. The increases in revenues and operating  profit were primarily due to a
27% increase in international airfreight weight shipped and a modest increase in
average  yields  compared to the prior year  period.  The  increase in volume is
largely attributed to improved economic conditions in the international  markets
and expansion of  company-owned  operations.  Revenues from other  international
activity and ocean freight increased 67% or $61.4 million to $153.6 million, due
to an increase in  international  shipment  volume and a continued  expansion of
ocean freight services.


                                       28

Brink's
- -------
The following is a table of selected financial data for Brink's on a comparative
basis:


                                                                  Three Months                    Nine Months 
(In thousands)                                                 Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                1995            1994          1995             1994 
=====================================================================================================================
                                                                                                      
Revenues                                                  $   176,507         143,879         480,141        395,827 

Operating expenses                                            142,104         113,778         390,328        318,281 
Selling, general and administrative                            21,552          19,822          60,516         54,022 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                      163,656         133,600         450,844        372,303 
- ---------------------------------------------------------------------------------------------------------------------
Other operating income (expense)                                 (588)            853             585          3,957 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit                                          $    12,263          11,132          29,882         27,481 
=====================================================================================================================
Depreciation and amortization                             $     5,757           5,086          16,253         15,206 
=====================================================================================================================
Cash capital expenditures                                 $     4,234           4,528          15,710         11,261 
=====================================================================================================================
Revenues: 
   North America (United States and Canada)               $    97,103          85,669         278,084        247,488 
   International subsidiaries                                  79,404          58,210         202,057        148,339 
- ---------------------------------------------------------------------------------------------------------------------
Total revenues                                            $   176,507         143,879         480,141        395,827 
=====================================================================================================================
Operating profit: 
   North America (United States and Canada)               $     8,226           6,158          20,752         15,603 
   International operations                                     4,037           4,974           9,130         11,878 
- ---------------------------------------------------------------------------------------------------------------------
Total operating profit                                    $    12,263          11,132          29,882         27,481 
=====================================================================================================================


Brink's  consolidated  revenues  totaled  $176.5 million in the third quarter of
1995  compared  with  $143.9  million  in the  third  quarter  of 1994.  Brink's
operating  profit of $12.3 million in the third quarter of 1995  increased  $1.2
million  or 10% from the  $11.1  million  operating  profit  in the  prior  year
quarter.  The revenue increase of $32.6 million or 23% in the 1995 third quarter
was offset by an  increase  in  operating  expenses  and  selling,  general  and
administrative  expenses  of $30.1  million  and a decrease  in other  operating
income of $1.4 million.

Revenues from North American  operations  (United  States and Canada)  increased
$11.4  million  or 13% to $97.1  million in the 1995  third  quarter  from $85.7
million in the prior year quarter.  North American  operating  profit  increased
$2.1  million  or 34% to $8.2  million in the  current  year  quarter  from $6.2
million in the third quarter of 1994. The operating profit improvement primarily
resulted from rising volumes and increased market penetration in the armored car
business, which includes ATM servicing.
   
Revenues from international subsidiaries increased $21.2 million or 36% to $79.4
million in the 1995 third quarter from $58.2 million in the 1994 third  quarter.
Operating profits from international  subsidiaries and minority-owned affiliates
declined  19% or $1.0  million to $4.0  million in the current year quarter from
$5.0 million in the prior year third quarter.  The earnings  decline was largely
attributable to Brink's share of results from its Mexican affiliate (20% owned),
which  decreased  to a loss of $1.2  million  from  the  profit  of $.8  million
recorded in the third quarter of 1994  primarily due to severance  costs related
to a downsizing of the workforce,  high interest rates and the general  economic
condition in Mexico.  Local management in Mexico has made  substantial  progress
with a cost reduction program designed to restore operating profitability.

Brink's  operating  profit  increased $2.4 million to $29.9 million in the first
nine months of 1995 from $27.5  million in the first nine months of 1994 with an
increase  in  revenues  of $84.3  million,  partially  offset by an  increase in
operating

                                       29

expenses  and  selling,  general  and  administrative  expenses  totaling  $78.5
million, and a decrease in other operating income of $3.4 million.

Revenue from North  American  operations  increased 12% to $278.1 million in the
first nine months of 1995 from $247.5  million in the prior year  period.  North
American  operating  profit  increased  $5.2 million to $20.8 million from $15.6
million.  The increase in operating profit was largely attributable to increases
in the armored car business  and, to a lesser  extent,  increases in the diamond
and jewelry and coin and currency  processing  businesses,  partially  offset by
lower air courier results.

Revenue from international subsidiaries increased $53.7 million or 36% to $202.1
million,   while   operating   profit  from   international   subsidiaries   and
minority-owned  affiliates  decreased $2.7 million or 23% to $9.1 million in the
first nine months of 1995.  The increase in revenue is  primarily  due to higher
revenues  in  Brazil  as  well  as the  favorable  impact  of  foreign  currency
translation.  The decline in  operating  profit was  primarily  attributable  to
operations  in Mexico.  Brink's share of its Mexican  affiliates'  results was a
$2.2  million  loss in the first nine months of 1995  compared to a $2.5 million
profit reported in the same period of 1994.

BHS
- ---
The  following is a table of selected  financial  data for BHS on a  comparative
basis:


                                                                    Three Months                    Nine Months 
(Dollars in thousands)                                           Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
=====================================================================================================================
                                                                                                     
Revenues                                                   $    32,451         27,908          93,823         80,614 

Operating expenses                                              16,051         14,966          48,715         43,700 
Selling, general and administrative                              6,014          4,726          16,406         13,235 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                        22,065         19,692          65,121         56,935 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit                                           $    10,386          8,216          28,702         23,679 
=====================================================================================================================
Depreciation and amortization                              $     5,469          4,485          15,889         12,747 
=====================================================================================================================
Cash capital expenditures                                  $    11,882          8,491          31,023         25,155 
=====================================================================================================================
Annualized service revenues (a)                                                           $   100,862         82,437 
=====================================================================================================================
Number of subscribers: 
   Beginning of period                                         346,540        289,618         318,029        259,551 
   Installations                                                20,580         17,887          58,942         55,864 
   Disconnects, net                                             (5,917)        (4,339)        (15,768)       (12,249)
- ---------------------------------------------------------------------------------------------------------------------
End of period                                                  361,203        303,166         361,203        303,166 
=====================================================================================================================


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


Revenues for BHS  increased  16% to $32.5  million in the third  quarter of 1995
from $27.9  million in the year  earlier  quarter.  In the first nine  months of
1995,  revenues  increased  $13.2 million to $93.8 million from $80.6 million in
the first nine months of 1994. Operating profit of BHS increased $2.2 million to
$10.4 million in the third quarter of 1995, a 26% improvement  from $8.2 million
in the third quarter of 1994. In the first nine months of 1995, operating profit
increased  $5 million or 21% to $28.7  million  from $23.7  million in the first
nine months of 1994. The increase in operating  profit for the third quarter and
nine months of 1995  compared to the similar  periods in 1994  reflected  higher
monitoring revenues due to an average subscriber base that was approximately 19%
higher for the quarter and year to


                                       30

date 1995,  compared  to  similar  periods  in 1994,  slightly  offset by higher
account servicing and administrative costs.  Operating profit as a percentage of
revenue increased 32% for the third quarter of 1995 from 29% in the year earlier
quarter also as a result of the larger average subscriber base.

BHS installed  approximately  20,600 new subscribers during the third quarter of
1995, a 15% increase over the prior year  quarter.  For the first nine months of
1995,  BHS  installed  a total of  approximately  58,900  new  subscribers.  The
subscriber base totaled approximately 361,200 subscribers on September 30, 1995,
a 19%  increase  from the  September  30,  1994 level.  As a result,  annualized
service  revenues  increased  22% to $100.9  million as of  September  30, 1995.
During the third  quarter of 1995,  BHS  initiated  service in two new  markets:
Colorado Springs, Colorado and San Jose, California.

Foreign Operations
- ------------------
A portion of the Services Group's  financial  results is derived from activities
in several  foreign  countries,  each with a local  currency other than the U.S.
dollar.  Since the financial  results of the Services Group are reported in U.S.
dollars,  they are  affected by the changes in the value of the various  foreign
currencies in relation to the U.S. dollar.  The Services  Group's  international
activity is not concentrated in any single  currency,  which limits the risks of
foreign rate fluctuations.  In addition,  foreign currency rate fluctuations may
adversely affect transactions which are denominated in currencies other than the
functional currency.  The Services Group routinely enters into such transactions
in the normal  course of its  business.  Although  the  diversity of its foreign
operations  limits the risks  associated  with such  transactions,  the Services
Group uses foreign exchange forward contracts to hedge the risks associated with
certain  transactions  denominated  in  currencies  other  than  the  functional
currency.  Realized  and  unrealized  gains and  losses on these  contracts  are
deferred and recognized as part of the specific transaction hedged. In addition,
cumulative  translation  adjustments  relating to operations  in countries  with
highly  inflationary  economies  are  included  in net  income,  along  with all
transaction  gains or losses for the period.  Subsidiaries  in Brazil operate in
such a highly inflationary economy.

Additionally,   the  Services  Group  is  subject  to  other  risks  customarily
associated  with  doing  business  in  foreign  countries,   including  economic
conditions,  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 Services Group cannot be predicted.

Corporate Expenses
- ------------------
A portion of the Company's  corporate  general and  administrative  expenses and
other  shared  services  has  been  allocated  to the  Services  Group  based on
utilization  and other methods and criteria  which  management  believes to be a
reasonable  and  equitable  estimate of the costs  attributable  to the Services
Group. These allocations were $2.3 million in the third quarter of 1995 and 1994
and $7.1  million  and $7.0  million in the first nine  months of 1995 and 1994,
respectively.

Other Operating Income
- ----------------------
Other  operating  income  decreased $1.6 million to a loss of $.1 million in the
1995 third  quarter from a profit of $1.5 million in the third  quarter of 1994.
Other  operating  income  totaled  $2.4 million in the first nine months of 1995
compared  with $6.1  million in the first nine months of 1994.  Other  operating
income  consists  largely  of  equity  earnings  of  foreign  affiliates.  These
earnings,  which are  primarily  attributable  to equity  affiliates of Brink's,
amounted  to a loss of $.7  million in the 1995 third  quarter  compared  with a
profit of $.8  million in the 1994 third  quarter and a profit of $.2 million in
the first  nine  months of 1995  compared  with a profit of $4.2  million in the
first nine  months of 1994.  The  decreases  in both the  quarter and nine month
comparative periods were due in large part to Brink's share of earnings from its
affiliate  in Mexico  which  decreased  $2 million and $4.7  million in the 1995
third  quarter and nine  months,  respectively,  compared to the same periods of
1994.

Interest Income
- ---------------
Interest  income  increased  $.7 million to $1.5 million in the third quarter of
1995 from $.8  million  in the  prior  year's  third  quarter.  Interest  income
includes  interest earned of $.8 million and $.4 million in the third quarter of
1995 and 1994, respectively, on amounts owed by the Minerals Group. For the nine
months ended September 30, 1995,  interest income increased $2.5 million to $4.5
million from $2 million in the first nine months of 1994. The increase is

                                       31

primarily  attributed  to a $1.8  million  increase to $2.3  million of interest
income  earned from amounts owed by the Minerals  Group in the first nine months
of 1995.

Interest Expense
- ----------------
Interest  expense  increased $.3 million to $1.8 million in the third quarter of
1995 from $1.5 million in the prior year third quarter. Interest expense totaled
$4.9  million  and $4.7  million  in the  first  nine  months  of 1995 and 1994,
respectively.  The increase in the 1995 third quarter and nine months was due to
higher average interest rates and average debt balances.

Other Income (Expense), Net
- ---------------------------
Other net expense for the first nine months of 1995  decreased  $.7 million to a
net expense of $3.4 million from a net expense of $4.1 million in the first nine
months of 1994.  The nine months ended  September 30, 1994 included  expenses of
$1.2 million recognized in the first quarter on the Company's  redemption of its
9.2% Convertible Subordinated Debentures.

Income Taxes
- ------------
Net income in the third  quarter and nine months  periods  ended  September  30,
1995, includes a tax provision which differs from the amount calculated based on
the  federal  statutory  income  tax rate of 35% as a result  of lower  taxes on
foreign income.


FINANCIAL CONDITION 

A portion of the Company's  corporate assets and liabilities has been attributed
to the Services Group based upon  utilization of the shared  services from which
assets and liabilities are generated,  which management believes to be equitable
and a reasonable estimate.

Cash Provided by Operations
- ---------------------------
Cash  provided  by  operating  activities  during the first nine  months of 1995
totaled $75.3 million  compared with $128.3  million in the first nine months of
1994.  The decrease in cash  provided  occurred,  despite  higher net income and
noncash  charges,  principally  as a result of additional  investment in working
capital at Burlington.  Such  requirements  primarily  reflected initial working
capital needs of recently  acquired foreign  subsidiaries,  a relatively  larger
seasonal volume  increase and increased  international  revenues,  which tend to
have longer payment terms.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first  nine  months of 1995  totaled  $66.7
million.  Of that amount,  $31 million was spent by BHS, $19.8 million was spent
by Burlington and $15.7 million was spent by Brink's.  Expenditures  incurred by
BHS in the first nine months of 1995 were primarily for customer  installations,
representing  the  expansion  in the  subscriber  base.  For the full year 1995,
capital  expenditures are projected to approximate  $110 million.  The foregoing
amounts  exclude  equipment  expenditures  that have been or are  expected to be
financed through capital and operating leases, and any acquisition expenditures.
Increased expenditures in 1995 are largely attributable to Burlington to support
new airfreight stations and implementation of new information systems and to BHS
resulting from continued expansion of the subscriber base. Capital  expenditures
in 1996 are estimated to approximate the 1995 levels. These expenditures will be
primarily for maintenance and replacement,  when necessary,  of current business
operations,  including information systems and, to a lesser extent, for business
expansion.

Financing
- ---------
The Services Group intends to fund its capital  expenditure  requirements during
the remainder of 1995 with anticipated cash flows from operating  activities and
through operating leases if the latter are financially  attractive.  Shortfalls,
if any, will be financed through the Company's  revolving  credit  agreements or
other borrowing  arrangements.  The Company has a $350 million  revolving credit
agreement with a syndicate of banks (the  "Facility").  The Facility  includes a
$100 million term loan,  which  matures in May 2000.  The Facility  also permits
additional  borrowings,  repayments,  and  reborrowings of up to an aggregate of
$250 million until May 2000.

                                       32


Debt
- ----
Outstanding  debt totaled  $92.7  million at September 30, 1995 up $23.3 million
from the $69.4  million  reported at December 31,  1994.  The amount of the $100
million  term  loan  attributed  to the  Services  Group was  $23.4  million  at
September 30, 1995.

On April 15,  1994,  the  Company  redeemed  all  outstanding  9.2%  Convertible
Subordinated  Debentures due July 1, 2004. The principal amount  outstanding was
$27.8  million and the premium paid to call the debt  totaled $.8  million.  The
Company used cash provided under its revolving  credit  agreements to redeem the
debentures.  The  premium  paid in  addition  to other  charges  related  to the
redemption are included in the Services Group's  Statement of Operations for the
nine months ended September 30, 1994.

Related Party Transactions
- --------------------------
At September 30, 1995, the Minerals Group owed the Services Group $54.4 million,
an increase of $6.2 million from the $48.2 million owed at December 31, 1994.

At September 30, 1995,  the Services Group owed the Minerals Group $40.2 million
for tax  benefits,  an increase  of $1 million  from the $39.2  million  owed at
December 31, 1994. Of the total amount of tax benefits  owed the Minerals  Group
at September 30, 1995, $21.0 million is expected to be paid within one year.

Capitalization
- --------------
At September  30, 1995,  the Company was also  authorized  to  repurchase  up to
1,250,000  shares of Services Stock and 250,000 shares of Minerals Stock, not to
exceed $43 million.  As of September  30, 1995, a total of 401,900  shares ($9.6
million) of Services  Stock have been  acquired  pursuant to the  authorization.
During the nine months ended September 30, 1995 145,800 shares ($3.4 million) of
Services  Stock were  repurchased.  In November  1995,  the Board  increased the
remaining  purchase  authority for Minerals  Stock to 1,000,000  shares,  not to
exceed $45 million for all common shares of the Company.

On September 15, 1995, the Company announced that the Board approved, subject to
a favorable  vote of  shareholders,  a plan to separate  Services Stock into two
classes of common  stock which would  separately  track the  Company's  security
services and home security  business (the  "Pittston  Brink's  Group"),  and its
global freight  transportation and logistics management services businesses (the
"Pittston  Burlington  Group").  The plan will not alter the  composition of the
Minerals Group.

Under the proposed  plan, a new class of common stock call  Pittston  Burlington
Group Common Stock  ("Burlington  Stock")  will be  distributed  tax free to the
Services Group  shareholders in the ratio of one half of one share of Burlington
Stock for each outstanding share of Services Stock.  Services Group shareholders
will retain their existing  common stock,  which will be  redesignated  Pittston
Brink's's Group Common Stock ("Brink's Stock"), on a share-for-share  basis. The
Company will continue as a single  corporate entity with three classes of common
stock.  The proposed plan is designed to have no adverse effect on the rights of
the  shareholders  of Minerals  Stock or the  cumulative  convertible  preferred
stock.

Dividends
- ---------
The Board  intends to declare  and pay  dividends  on  Services  Stock  based on
earnings,  financial  condition,  cash  flow and  business  requirements  of the
Services Group. Since the Company remains subject to Virginia law limitations on
dividends  and to  dividend  restrictions  in its  public  debt and bank  credit
agreements,  financial  developments  of the  Minerals  Group  could  affect the
Company's  ability to pay dividends in respect of stock relating to the Services
Group.

As a result of the Company's issuance in January 1994 of 161,000 shares of a new
series of preferred stock, convertible in to Minerals Stock, the Company pays an
annual cumulative  dividend of $31.25 per share payable  quarterly,  in cash, in
arrears, out of all funds of the Company legally available  therefore,  when, as
and if  declared  by the Board which  commenced  March 1, 1994.  Such stock also
bears a  liquidation  preference  of $500 per  share,  plus an  amount  equal to
accrued and unpaid dividends thereon.


                                       33

During the 1995 and 1994 nine month  periods,  the Board  declared and paid cash
dividends of 15 cents per share of Services Stock.

Pending Accounting Change
- -------------------------
The Company is required to implement a new  accounting  standard for  long-lived
assets - Statement of Financial Accounting Standards ("SFAS") No. 121 - in 1996.
SFAS No. 121 requires  companies to utilize a two step  approach to  determining
whether  impairment of  long-lived  assets has occurred and if so, the amount of
such impairment.  The Company has not yet determined the effect of adopting SFAS
No. 121.


                                       34

                             Pittston Minerals Group
                                 BALANCE SHEETS
                                 (In thousands)




                                                                                                     September 30,      Dec. 31, 
                                                                                                         1995             1994 
=================================================================================================================================
                                                                                                                        
ASSETS                                                                                                (Unaudited) 
Current assets: 
Cash and cash equivalents                                                                          $     2,289             3,708 
Short-term investments, at lower of cost or market                                                      25,336            23,121 
Accounts receivable (net of estimated amount uncollectible:  1995 - $1,894; 1994 - $1,880)              91,914           108,923 
Inventories, at lower of cost or market: 
   Coal                                                                                                 38,065            25,518 
   Other                                                                                                 4,525             4,629 
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        42,590            30,147 
Prepaid expenses                                                                                         9,783            11,389 
Deferred income taxes                                                                                   28,656            30,525 
- ---------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                                   200,568           207,813 

Property, plant and equipment, at cost (net of accumulated depreciation, 
   depletion and amortization: 1995 - $165,199; 1994 - $159,938)                                       200,275           220,462 
Deferred pension assets                                                                                 78,499            75,803 
Deferred income taxes                                                                                   90,124            97,945 
Coal supply contracts                                                                                   71,847            82,240 
Intangibles, net of amortization                                                                       118,325           120,649 
Receivable - Pittston Services Group                                                                    19,202            23,186 
Other assets                                                                                            37,346            39,414 
- ---------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                       $   816,186           867,512 
=================================================================================================================================


LIABILITIES AND SHAREHOLDER'S EQUITY 

Current liabilities: 
Current maturities of long-term debt                                                               $     2,172             7,554 
Accounts payable                                                                                        67,198            76,771 
Payable - Pittston Services Group                                                                       33,360            32,170 
Accrued liabilities                                                                                    154,941           157,229 
- ---------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                              257,671           273,724 

Long-term debt, less current maturities                                                                 84,483            88,175 
Postretirement benefits other than pensions                                                            214,413           212,977 
Workers' compensation and other claims                                                                 114,408           128,864 
Deferred income taxes                                                                                    1,699                 - 
Other liabilities                                                                                      154,810           172,368 
Shareholder's equity                                                                                   (11,298)           (8,596)
- ---------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                                                         $   816,186           867,512 
=================================================================================================================================


See accompanying notes to financial statements. 


                                       35

                             Pittston Minerals Group
                            STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)





                                                                   Three Months                    Nine Months 
                                                                Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
=====================================================================================================================

                                                                                                      
Net sales                                                  $   177,702        210,142         557,653        589,033 
- ---------------------------------------------------------------------------------------------------------------------
Cost and expenses: 
Cost of sales                                                  167,261        199,372         542,061        578,197 
Selling, general and administrative expenses                     8,182          9,309          25,102         27,544 
Restructuring and other charges                                      -              -               -         90,806 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                       175,443        208,681         567,163        696,547 
- ---------------------------------------------------------------------------------------------------------------------

Other operating income                                           3,259          6,093          19,999         12,351 
- ---------------------------------------------------------------------------------------------------------------------

Operating profit (loss)                                          5,518          7,554          10,489        (95,163)
Interest income                                                    178             38             372            138 
Interest expense                                                (2,693)        (1,683)         (7,778)        (3,821)
Other income (expense), net                                       (219)          (220)           (649)          (657)
- ---------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                                2,784          5,689           2,434        (99,503)
Provision (credit) for income taxes                             (1,678)          (507)         (7,132)       (38,370)
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                4,462          6,196           9,566        (61,133)
Preferred stock dividends, net                                    (521)          (541)         (1,697)        (2,804)
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss) attributed to common shares              $     3,941          5,655           7,869        (63,937)
=====================================================================================================================

Net income (loss) per common share: 
    Primary                                                $       .51            .74            1.01          (8.44)
    Fully diluted                                          $       .45            .61             .96          (8.44)
=====================================================================================================================

Cash dividends                                             $     .1625          .1625           .4875          .4875 
=====================================================================================================================

Average common shares outstanding: 
    Primary                                                      7,804          7,605           7,781          7,578 
    Fully diluted                                                9,964         10,080          10,013          9,965 
=====================================================================================================================


See accompanying notes to financial statements. 


                                       36

                             Pittston Minerals Group
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)




                                                                                                            Nine Months Ended 
                                                                                                              September 30 
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                         1995             1994 
=================================================================================================================================
                                                                                                                       
Cash flows from operating activities: 
Net income (loss)                                                                                  $     9,566           (61,133)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: 
   Noncash charges and other write-offs                                                                      -            46,487 
   Depreciation, depletion and amortization                                                             31,747            31,135 
   Provision (credit) for deferred income taxes                                                         11,185           (19,495)
   Credit for pensions, noncurrent                                                                      (2,635)             (871)
   Provision for uncollectible accounts receivable                                                         100               132 
   Equity in (earnings) loss of unconsolidated affiliates, net of dividends received                        15              (130)
   Other operating, net                                                                                 (3,054)           (2,993)
   Change in operating assets and liabilities net of effects of acquisitions and dispositions: 
      Decrease (increase) in accounts receivable                                                        17,308           (14,869)
      Increase in inventories                                                                          (12,235)           (4,101)
      Decrease (increase) in prepaid expenses                                                            1,618            (1,459)
      Decrease in accounts payable and accrued liabilities                                              (7,813)           (1,243)
      Decrease in other assets                                                                           1,426             1,327 
      (Decrease) increase in other liabilities                                                         (18,909)               59 
      (Decrease) increase in workers' compensation and other claims, noncurrent                        (14,456)            7,255 
      Other, net                                                                                           118              (203)
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities                                                        13,981           (20,102)
- ---------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities: 
Additions to property, plant and equipment                                                             (14,590)          (17,614)
Proceeds from disposal of property, plant and equipment                                                 16,112             4,185 
Acquisitions, net of cash acquired, and related contingent payments                                     (1,078)         (157,231)
Other, net                                                                                                 220             7,981 
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                                      664          (162,679)
- ---------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities: 
Additions to debt                                                                                            -            76,566 
Reductions of debt                                                                                      (9,114)             (382)
Payments from - Services Group                                                                           6,190            42,196 
Repurchase of stock of the Company                                                                      (7,171)           (3,767)
Proceeds from exercise of stock options                                                                  1,202             1,211 
Proceeds from employee stock purchase plan                                                                 177                 - 
Proceeds from sale of stock to Services Group                                                                -               253 
Proceeds from the issuance of preferred stock, net of cash expenses                                          -            77,359 
Cost of Services Stock Proposal                                                                              -                (2)
Dividends paid                                                                                          (7,348)           (6,722)
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                              (16,064)          186,712 
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                               (1,419)            3,931 
Cash and cash equivalents at beginning of period                                                         3,708             2,141 
- ---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                                         $     2,289             6,072 
=================================================================================================================================


See accompanying notes to financial statements. 


                                       37

                             Pittston Minerals Group
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
              (In thousands, except per share and employee amounts)



(1)  The financial  statements  of the Pittston  Minerals  Group (the  "Minerals
     Group") include the balance sheets, results of operations and cash flows of
     the Coal and Mineral  Ventures  operations  of The  Pittston  Company  (the
     "Company"), and a portion of the Company's corporate assets and liabilities
     and  related   transactions  which  are  not  separately   identified  with
     operations of a specific segment. The Minerals Group's financial statements
     are  prepared  using the  amounts  included in the  Company's  consolidated
     financial  statements.  Corporate  allocations reflected in these financial
     statements are determined based upon methods which  management  believes to
     be a reasonable and equitable allocation of such expenses and credits.

     The  Company  provides  holders of Pittston  Minerals  Group  Common  Stock
     ("Minerals  Stock")  separate  financial  statements,   financial  reviews,
     descriptions  of business and other relevant  information  for the Minerals
     Group in addition to  consolidated  financial  information  of the Company.
     Holders of Minerals Stock are shareholders of the Company,  which continues
     to  be  responsible   for  all  its   liabilities.   Therefore,   financial
     developments  affecting the Minerals  Group or the Pittston  Services Group
     (the "Services Group") that affect the Company's  financial condition could
     affect the results of operations  and  financial  condition of both Groups.
     Accordingly,  the Company's  consolidated financial statements must be read
     in connection with the Minerals Group's financial statements.

(2)  The amounts of depreciation,  depletion and amortization of property, plant
     and  equipment in the third quarter and nine month periods of 1995 and 1994
     totaled   $6,211   ($5,890  in  1994)  and   $18,858   ($18,202  in  1994),
     respectively.

(3)  Cash payments made for interest and income taxes (net of refunds  received)
     were as follows:

                                     Third Quarter              Nine Months 
                                   1995        1994          1995         1994 
      --------------------------------------------------------------------------
           Interest            $  2,486        1,828        7,658        3,344 
      ==========================================================================
           Income taxes        $ (4,286)      (5,497)     (16,533)     (12,870) 
      ==========================================================================


     On January 14,  1994, a wholly owned  indirect  subsidiary  of the Minerals
     Group  completed the  acquisition of  substantially  all of the coal mining
     operations  and  coal  sales   contracts  of  Addington   Resources,   Inc.
     ("Addington  Acquisition") for $157,324.  The acquisition was accounted for
     as a  purchase;  accordingly,  the  purchase  price  was  allocated  to the
     underlying assets and liabilities based on their respective  estimated fair
     values at the date of  acquisition.  The fair value of assets  acquired was
     $173,959 and liabilities  assumed was $138,518.  The excess of the purchase
     price over the fair value of the assets  acquired and  liabilities  assumed
     was $121,883 and is being amortized over a period of 40 years.  The results
     of  operations  of the acquired  company have been included in the Minerals
     Group's results of operations since the date of acquisition.

     The  acquisition was financed by the issuance of $80,500 of $31.25 Series C
     Cumulative  Convertible Preferred Stock, which is convertible into Minerals
     Stock, and additional debt under existing credit facilities. This financing
     has been  attributed to the Minerals  Group.  In March 1994, the additional
     debt incurred for the Addington  Acquisition  was refinanced with a portion
     of a five-year term loan.

     During the nine months ended September 30, 1994,  capital lease obligations
     of $746 were  incurred  for leases of  property,  plant and  equipment.  In
     addition,  during the nine months ended  September  30, 1994,  the Minerals
     Group assumed capital lease obligations of $16,210 as part of the Addington
     Acquisition.


                                       38

     In December 1993, the Minerals Group sold the majority of the assets of its
     captive  mine supply  company.  Cash  proceeds of $8,400 from the sale were
     received on January 2, 1994,  and have been  included in the  Statement  of
     Cash Flows under the caption "Cash flow from investing  activities:  Other,
     net".

(4)  Restructuring and other charges - After a review of the economic  viability
     of  certain  metallurgical  coal  assets  in the  first  quarter  of  1994,
     management   determined  that  four   underground   mines  were  no  longer
     economically viable and should be closed, resulting in significant economic
     impairment  to  three  related  preparation  plants.  In  addition,  it was
     determined  that one surface  steam coal mine,  the Heartland  mine,  which
     provided coal to Alabama Power Company under a long-term  sales  agreement,
     would be  closed  due to rising  costs  caused  by  unfavorable  geological
     conditions.

     As a result of these  decisions,  the Company  incurred a pre-tax charge of
     $90,806 in the first quarter of 1994 ($58,116  after tax) which  included a
     reduction  in the carrying  value of these assets and related  accruals for
     mine closure costs.

     Of the four underground  mines, two have ceased coal production (one in the
     first half of 1995),  while the  remaining  two mines are expected to cease
     coal production in 1995. In 1994 the Company reached agreement with Alabama
     Power Company to transfer the coal sales contract serviced by the Heartland
     mine to another  location in West Virginia.  The Heartland mine ceased coal
     production during 1994 and final  reclamation and environmental  work is in
     process.  At the beginning of 1994, there were  approximately 750 employees
     involved  in  operations  at  these  facilities  and  other  administrative
     support.  Employment  at  these  facilities  has  been  reduced  by  76% to
     approximately 180 employees at September 30, 1995.
          
(5)  Certain prior period amounts have been  reclassified  to conform to current
     period financial statement presentation.

(6)  All  adjustments  have been made which are, in the  opinion of  management,
     necessary to a fair  presentation  of results of operations for the periods
     reported herein. All such adjustments are of a normal recurring nature.

(7)  In September 1995, the Company's Board of Directors approved,  subject to a
     favorable vote of shareholders,  a plan to separate Services Stock into two
     classes of common stock which would separately track the Company's security
     services and home security businesses,  the Pittston Brink's Group, and its
     global freight transportation and logistics management services businesses,
     the Pittston  Burlington  Group. The plan will not alter the composition of
     the Minerals Group.

     Under  the  proposed  plan,  a new class of common  stock  called  Pittston
     Burlington Group Common Stock ("Burlington  Stock") will be distributed tax
     free to the  Services  Group  shareholders  in the ratio of one half of one
     share of Burlington  Stock for each  outstanding  share of Services  Stock.
     Services Group  shareholders will retain their existing common stock, which
     will be redesignated Pittston Brink's Group Common Stock ("Brink's Stock"),
     on a share-for-share basis. The Company will continue as a single corporate
     entity with three classes of common stock: Brink's Stock, Burlington Stock,
     and Minerals Stock. The proposed plan is designed to have no adverse effect
     on the rights of the shareholders of Minerals Stock or Series C Convertible
     Preferred Stock.


                                       39


                             Pittston Minerals Group
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION



The financial  statements of the Pittston  Minerals Group (the "Minerals Group")
include the balance sheets, results of operations and cash flows of the Coal and
Mineral  Ventures  operations  of The Pittston  Company (the  "Company"),  and a
portion  of  the  Company's   corporate   assets  and  liabilities  and  related
transactions  which are not separately  identified with operations of a specific
segment.  The Minerals  Group's  financial  statements  are  prepared  using the
amounts included in the Company's consolidated  financial statements.  Corporate
allocations  reflected in these financial  statements are determined  based upon
methods which management believes to be an equitable allocation of such expenses
and credits.  The  accounting  policies  applicable  to the  preparation  of the
Minerals Group's  financial  statements may be modified or rescinded at the sole
discretion  of the  Company's  Board of  Directors  (the  "Board")  without  the
approval of the shareholders, although there is no intention to do so.

The Company  provides to holders of the  Pittston  Minerals  Group  Common Stock
("Minerals   Stock")   separate   financial   statements,   financial   reviews,
descriptions  of business and other relevant  information for the Minerals Group
in addition to  consolidated  financial  information of the Company.  Holders of
Minerals  Stock  are  shareholders  of  the  Company,   which  continues  to  be
responsible for all its liabilities. Therefore, financial developments affecting
the Minerals Group or the Pittston  Services  Group (the "Services  Group") that
affect the Company's  financial condition could affect the results of operations
and financial condition of both Groups. Accordingly,  the Company's consolidated
financial  statements  must be read in  connection  with  the  Minerals  Group's
financial statements.

The following  discussion is a summary of the key factors  management  considers
necessary in reviewing the Minerals Group's results of operations, liquidity and
capital  resources.  This  discussion  should  be read in  conjunction  with the
financial statements and related notes of the Company.


                               SEGMENT INFORMATION
                                 (In thousands)




                                                                Three Months                    Nine Months 
                                                             Ended September 30             Ended September 30 
- --------------------------------------------------------------------------------------------------------------------
                                                            1995            1994           1995           1994 
====================================================================================================================
                                                                                                  
Net sales: 
Coal                                                    $  173,985        205,831        545,255         577,627 
Mineral Ventures                                             3,717          4,311         12,398          11,406 
- --------------------------------------------------------------------------------------------------------------------
Net sales                                               $  177,702        210,142        557,653         589,033 
====================================================================================================================

Operating profit (loss): 
Coal                                                    $    8,075          8,488         15,196         (90,956) 
Mineral Ventures                                              (816)           786            675             854 
- --------------------------------------------------------------------------------------------------------------------
Segment operating profit (loss)                              7,259          9,274         15,871         (90,102) 
General corporate expense                                   (1,741)        (1,720)        (5,382)         (5,061) 
- --------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                 $    5,518          7,554         10,489         (95,163) 
====================================================================================================================


                                       40

RESULTS OF OPERATIONS 

In the third  quarter of 1995,  the Minerals  Group  reported net income of $4.5
million  compared with $6.2 million in the third  quarter of 1994.  Earnings per
share amounted to $.51 per share in the most recent quarter ($.45 per share on a
fully  diluted  basis)  compared to $.74 per share in the third  quarter of 1994
($.61 on a fully diluted  basis).  Operating  profit totaled $5.5 million in the
1995 third quarter  compared with $7.6 million in the prior year third  quarter.
The decrease in net income and operating  profit in the third quarter was due in
part to lower  profits  on  sales of non-  strategic  coal  assets.  The sale of
highwall  mining  equipment in the third  quarter of 1995  resulted in a gain of
$1.5 million and the sale of a natural gas pipeline in the third quarter of 1994
resulted in a gain of $2.5 million.

In the first nine months of 1995, the Minerals Group reported net income of $9.6
million  compared  to a net loss of $61.1  million in the first  nine  months of
1994.  Operating  profit  totaled $10.5 million in the first nine months of 1995
compared to an operating loss of $95.2 million in the first nine months of 1994.
The increase in both operating  profit and net income is primarily  attributable
to the Coal  operations  whose 1994  results  included  charges  for asset write
downs,  accruals for costs related to facility  shutdowns  and operating  losses
incurred related to these  facilities,  which in the aggregate reduced operating
profit and net income by $97.5 million and $63.4 million, respectively.

Coal
- ----
The following is a table of selected financial data for the Coal operations on a
comparative basis:



                                                                    Three Months                    Nine Months 
(In thousands)                                                   Ended September 30             Ended September 30 
- --------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
====================================================================================================================
                                                                                                      
Net sales                                                  $   173,985        205,831         545,255        577,627 

Cost of sales                                                  164,032        196,753         532,977        570,412 
Selling, general and administrative expenses                     5,394          6,623          17,096         19,586 
Restructuring and other charges                                      -              -               -         90,806 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                       169,426        203,376         550,073        680,804 
- ---------------------------------------------------------------------------------------------------------------------
Other operating income                                           3,516          6,033          20,014         12,221 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                    $     8,075          8,488          15,196        (90,956)
=====================================================================================================================

Coal sales (tons): 
   Metallurgical                                                 1,950          2,590           6,583          7,466 
   Utility and industrial                                        3,943          4,862          12,471         13,249 
- ---------------------------------------------------------------------------------------------------------------------
Total coal sales                                                 5,893          7,452          19,054         20,715 
=====================================================================================================================

Production/purchased (tons) 
   Deep                                                            984          1,124           3,025          3,746 
   Surface                                                       3,143          4,045          10,272         11,049 
   Contract                                                        459            605           1,500          1,731 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 4,586          5,774          14,797         16,526 
Purchased                                                        1,289          1,527           4,791          4,313 
- ---------------------------------------------------------------------------------------------------------------------
Total                                                            5,875          7,301          19,588         20,839 
=====================================================================================================================



Operations - Coal  operations had an operating  profit  totaling $8.1 million in
the third quarter of 1995 compared to an operating profit of $8.5 million in the
third quarter of 1994.  Included in the current quarter results is a pretax gain
of $1.5 million from the disposition of highwall mining  equipment,  whereas the
1994  third  quarter  included  a $2.5  million  pretax  gain from the sale of a
natural gas pipeline.


                                       41

Sales  volume of 5.9  million  tons in the third  quarter of 1995 was 21% or 1.6
million tons less than the 7.5 million tons sold in the 1994 third  quarter,  as
marginal  mines  serving  the weak spot steam coal  markets  were idled and some
foreign metallurgical coal customers delayed shipments.  Steam coal sales volume
declined 19% or 1 million tons to 3.9 million tons and metallurgical  coal sales
volume  declined by 25% or .6 million tons to 2.0 million  tons  compared to the
third quarter of 1994.  Steam coal sales  represented 67% of total volume in the
third quarter of 1995, compared to 65% in the prior year quarter.

As of September 30, 1995,  metallurgical  coal  customers  have taken  shipments
representing  approximately 78% of the proportionate annualized contract tonnage
for the contract year that began on April 1, 1995. Coal  operations  expect that
this shortfall,  which represents approximately .6 million tons, will be made up
by  these  customers  during  the  remainder  of the  contract  year or  shortly
thereafter.  The impact of the delayed  shipments  has  increased  inventory and
deferred recognition of expected gross margins.

Production in the third quarter of 1995 totaled 4.6 million tons, a 21% decrease
compared to the third quarter of 1994,  principally  reflecting  the closure and
idling of certain mines in order to improve the balance  between  production and
demand.  Surface production  accounted for approximately 70% of total production
in the third quarter of 1995.  Productivity of 39 tons per man day represented a
6% increase over the comparable period in 1994.

Coal margin  (realization  less current  production costs of coal sold) of $19.2
million or $3.25 per ton for the third quarter of 1995,  increased  $1.5 million
or $ .89 per ton from the prior year third  quarter.  This was caused by a 6% or
$1.77 per ton increase in average realization to $29.36 per ton partially offset
by a 3% or $.88 per ton increase in the average current production costs of coal
sold of $26.11 per ton. Operating results improved  significantly from the first
and second quarters of 1995. Substantial progress has been made in reconfiguring
the Coal operations production and distribution activities resulting in improved
efficiencies and lower mining costs. In addition, the disposition throughout the
year of  non-strategic  assets has  further  lowered  overall  operating  costs.
Management is continuing its drive to eliminate marginal  operations and improve
margins.

Coal  operations  had an  operating  profit of $15.2  million  in the first nine
months of 1995 compared to an operating  loss of $91.0 million in the prior year
period.  The  operating  loss in the first nine  months of 1994  included  $90.8
million  of charges  for asset  writedowns  and  accruals  for costs  related to
facility  shutdowns  (discussed  further  below) and $7.7  million of  operating
losses incurred during the first nine months related to closed facilities.

Sales  volume  of 19.1  million  tons in the first  nine  months of 1995 was 1.6
million  tons less than the 20.7  million  tons sold in the prior  year  period.
Steam  coal  sales  decreased  by .8  million  tons to  12.5  million  tons  and
metallurgical  coal  sales  declined  by .9  million  tons to 6.6  million  tons
compared to the prior year. Steam coal sales  represented 65% of total volume in
the first nine months of 1995.

Production  in the first nine months of 1995 totaled  14.8  million  tons, a 10%
decrease compared to the first nine months of 1994,  principally  reflecting the
scheduled  reduction in underground  mine production  during 1994 and early 1995
and the idling of surface steam coal mines. Surface production accounted for 71%
and  68% of  total  production  in the  first  nine  months  of 1995  and  1994,
respectively. Productivity of 37 tons per man day represented a 7% increase over
the comparable period in 1994.

Coal operations reached contract agreements with its metallurgical customers for
the coal year that began April 1, 1995 with most calling for price  increases of
approximately $4.00 to $5.50 per metric ton, depending upon coal quality.  These
price  increases,  which represent an average  increase of approximately 9% over
the prior  contract  year,  were in effect during the 1995 third quarter and had
the  effect of  realigning  pricing  to levels  in effect  prior to last  year's
unusually large decline.  Sales volume is expected to decline  modestly from the
level in the prior contract year.

Coal  operations'  efforts to lower costs have improved margins and enhanced the
ability to respond to  improvement  in pricing for its low  sulphur  steam coal.
Some modest  improvement in spot steam coal pricing from historically low levels
occurred  during the third quarter due to the hot summer and increased  European
demand for steam coal.  Coal  operations  are prepared to resume  production  at
certain idled facilities  should pricing improve  further.  The majority of Coal
operations' steam coal sales continue to be sold under long-term contracts.

                                       42

Restructuring  and  Other  charges  - As a result  of the  continuing  long-term
decline  of the  metallurgical  coal  markets,  in the  first  quarter  of  1994
management  determined that four underground  mines were no longer  economically
viable and should be closed,  resulting in  significant  economic  impairment to
three  related  preparation  plants.  In addition,  it was  determined  that one
surface steam coal mine,  the  Heartland  mine,  which  provided coal to Alabama
Power under a long-term  sales  agreement,  would be closed due to rising  costs
caused by unfavorable geological conditions. As a result of these decisions, the
Coal  operations  incurred  pretax charges of $90.8 million ($58.1 million after
tax) in the first  quarter of 1994 which  included a reduction  in the  carrying
value of these assets and related accruals for mine closure costs.

Of the four  underground  mines,  two have ceased coal production (one in 1995),
while the remaining two mines are expected to cease coal  production  during the
remainder of 1995. In 1994, Coal operations reached agreement with Alabama Power
Company to  transfer  the coal sales  contract  which had been  serviced  by the
Heartland mine to another  location in West Virginia.  The Heartland mine ceased
coal production during 1994, and final reclamation and environmental  work is in
process.  At the  beginning  of 1994  there  were  approximately  750  employees
involved in operations at these  facilities  and other  administrative  support.
Employment  at these  facilities  has been reduced by 76% to  approximately  180
employees at September 30, 1995.

After coal  production  ceases at the mines  contemplated  in the  accrual,  the
Company will continue to pay  reclamation  and  environmental  costs for several
years  to  bring  these  properties  into  compliance  with  federal  and  state
environmental laws. In addition,  employee termination and medical payments will
continue to be made for several years after the facilities  have been closed.  A
significant  portion of these employee  liabilities is for statutorily  provided
workers'  compensation  costs for  inactive  employees.  Such  benefits  include
indemnity and medical  payments as required  under state  workers'  compensation
laws.  The long  payment  periods  are based on  continued  and,  in some cases,
lifetime  indemnity and medical  payments to injured former  employees and their
surviving spouses.  Management believes that the charges incurred in 1994 should
be  sufficient  to provide for these  future  payments  and does not  anticipate
material  additional future charges to operating  earnings for these facilities,
although continual cash funding will be required over the next several years.

The following table analyzes the changes in liabilities during 1994 and 1995 for
facility closure costs recorded as restructuring and other charges:



                                                                                            Employee 
                                                                              Mine      Termination, 
                                                             Leased            and           Medical 
                                                          Machinery          Plant               and 
                                                                and        Closure         Severance 
                                                          Equipment          Costs             Costs      Total 
     --------------------------------------------------------------------------------------------------------------
                                                                                                  
     Balance as of December 31, 1993 (a)                   $   3,092        28,434             34,217     65,743 
     Additions                                                 3,836        19,290             21,193     44,319 
     Payments (b)                                              3,141         9,468             12,038     24,647 
     --------------------------------------------------------------------------------------------------------------
     Balance as of December 31, 1994                           3,787        38,256             43,372     85,415 
     Payments (c)                                              1,474         7,501              6,096     15,071 
     --------------------------------------------------------------------------------------------------------------
     Balance as of September 30, 1995                      $   2,313        30,755             37,276     70,344 
     ==============================================================================================================


(a)  These  amounts  represent the remaining  liabilities  for facility  closure
     costs  recorded as  restructuring  and other  charges in prior  years.  The
     original  charges  included  $5,094 for  leased  machinery  and  equipment,
     $52,243  principally  for  incremental  facility  closing  costs  including
     reclamation  and $54,108 for employee  benefit  costs,  primarily  workers'
     compensation, which will continue to be paid for several years.

(b)  These  amounts  represent  total cash  payments  made during 1994 for these
     charges.  Of the total payments made, $14,494 was for liabilities  recorded
     in years prior to 1994 and $10,153 was for liabilities recorded in 1994.

(c)  Payments made in the first nine months of 1995 included  $8,642  related to
     pre-1994  liabilities  and $6,429  for  liabilities  recorded  in the first
     quarter of 1994.

                                       43

During  the next  twelve  months,  expected  cash  funding  of these  charges is
approximately  $15 to $20  million.  Management  estimates  that  the  remaining
liability for leased  machinery  and equipment  will be fully paid over the next
two years. The remaining  liability for mine and plant closure costs is expected
to be  satisfied  over the next  seven  years,  of  which  approximately  70% is
expected  to be paid over the next three  years.  The  remaining  liability  for
employee- related costs, which is primarily workers' compensation,  is estimated
to be 75%  settled  over the next four years with the  balance  paid  during the
following five to ten years.

Mineral Ventures
- ----------------
The  following is a table of selected  financial  data for the Mineral  Ventures
operations on a comparative basis:



(Dollars in thousands,                                              Three Months                    Nine Months 
except per ounce data)                                           Ended September 30             Ended September 30 
- ---------------------------------------------------------------------------------------------------------------------
                                                                 1995           1994            1995           1994 
=====================================================================================================================
                                                                                                      
Net sales                                                    $   3,717          4,311          12,398         11,406 

Cost of sales                                                    3,229          2,619           9,084          7,785 
Selling, general and administrative costs                        1,047            966           2,624          2,897 
- ---------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                         4,276          3,585          11,708         10,682 

Other operating income (expense)                                  (257)            60             (15)           130 
- ---------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                      $    (816)           786             675            854 
=====================================================================================================================

Stawell Gold Mine: 
PMV's 50% direct share ounces sold                               8,737         10,800          30,229         28,600 
Average realized gold price per ounce (US$)                  $     400            400             398            397 



Operating  profit of Mineral Ventures  operations  decreased $1.6 million in the
1995 third quarter to an operating loss of $.8 million, from an operating profit
of $.8 million in the third quarter of 1994.  Operating  profits were negatively
impacted by an adverse geological  condition at the Stawell gold mine in western
Victoria,  Australia,  in which  Mineral  Ventures has a 67% direct and indirect
interest,  resulting  in  temporarily  lower  produced  ore  grades  and  higher
production costs. Although this situation had a significantly negative impact on
third quarter results, the Stawell mine is expected to achieve normal production
during the fourth  quarter.  The Stawell mine produced  17,836 ounces of gold in
the third  quarter  of 1995 at a average  cost of $393 per  ounce,  compared  to
21,734 ounces in the third quarter of 1994 at an average cost of $263 per ounce.

In the first nine months of 1995, operating profit of Mineral Ventures decreased
$.2  million to $.7  million  from $.9 million in the first nine months of 1994.
The  decrease  in  operating  profit  was  primarily  the  result  of  decreased
production  at the Stawell Gold Mine as discussed  above.  The Stawell gold mine
produced  60,412  ounces in the first nine months of 1995  compared  with 57,468
ounces  in the  comparable  period  of  1994.  Mineral  Ventures  is  continuing
exploration projects in Nevada and Australia with its joint venture partner.

A reserve  study at the Stawell mine  conducted  as of June 30, 1995,  indicated
proven and probable  recoverable gold reserves of 461,800 ounces, an increase of
132,800  ounces over the prior year level after the  production of 84,800 ounces
during the intervening period.

Other Operating Income
- ----------------------
Other operating  income decreased $2.8 million to $3.3 million in the 1995 third
quarter from $6.1 million in the third quarter of 1994.  Other operating  income
totaled $20 million in the first nine months of 1995,  a $7.6  million  increase
over the  $12.4  million  recorded  in the  first  nine  months  of 1994.  Other
operating  income  primarily  includes  royalty income and gains and losses from
sales of coal assets. The increase is principally the result of $10.3 million of
gains from the sales of coal assets in the first nine months of 1995 compared to
$3.4 million in the comparable 1994 period.


                                       44

Corporate Expenses
- ------------------
A portion of the Company's  corporate  general and  administrative  expenses and
other  shared  services  has  been  allocated  to the  Minerals  Group  based on
utilization  and other methods and criteria  which  management  believes to be a
reasonable  and  equitable  estimate of the costs  attributable  to the Minerals
Group.  These  allocations  were $1.7  million in the third  quarter of 1995 and
1994,  respectively,  and $5.4 million and $5.1 million in the first nine months
of 1995 and 1994, respectively.

Interest Expense
- ----------------
Interest  expense  increased $1 million to $2.7 million in the third  quarter of
1995 from $1.7 million in the prior year quarter. Third quarter interest expense
includes  $.8  million in 1995 and $.4  million in 1994 on  borrowings  from the
Services Group.  Interest  expense totaled $7.8 million in the first nine months
of 1995 and $3.8 million in the first nine months of 1994.  Interest  expense in
the first nine months of 1995 and 1994 included  interest on borrowings from the
Services Group totaling $2.3 million and $.5 million, respectively. The increase
in the 1995  quarter and nine month  periods is due to higher  average  interest
rates on higher average debt balances.

Income Taxes
- ------------
Net income in the third quarter and nine month periods ended  September 30, 1995
includes a tax credit  which  differs  from the amount  calculated  based on the
statutory  federal  income  tax rate of 35% as a result of the tax  benefits  of
percentage depletion.


FINANCIAL CONDITION 

A portion of the Company's  corporate assets and liabilities has been attributed
to the Minerals Group based upon  utilization of the shared  services from which
assets and liabilities are generated,  which management believes to be equitable
and a reasonable estimate.

Cash Provided by Operations
- ---------------------------
Cash  provided  by  operating  activities  during the first nine  months of 1995
totaled $14 million compared to a cash requirement of $20.1 million in the first
nine months of 1994. Cash used by operating  activities in the first nine months
of 1994 was negatively  impacted by the  integration of operating  activities of
Addington which required cash to finance working  capital.  Net income,  noncash
charges and changes in operating assets and liabilities in the first nine months
of 1994 were significantly affected by after-tax restructuring and other charges
of $58.1 million which had minimal effect on cash  generated by  operations.  Of
the $90.8 million in 1994 first quarter  pretax  charges,  $46.5 million was for
noncash write downs of assets and the remainder  represents  liabilities,  which
are expected to be paid over the next several years.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first  nine  months of 1995  totaled  $14.6
million,  excluding equipment  expenditures that have been or are expected to be
financed  through  operating  leases.   For  the  remainder  of  1995,   capital
expenditures,  excluding  operating  leases are projected to be approximately $6
million.  Capital  expenditures  in 1996 are estimated to  approximate  the 1995
levels.  These  expenditures  will be primarily for maintenance and replacement,
when necessary, of current business operations.

Other Investing Activities
- --------------------------
All other  investing  activities  in the first nine months of 1995  provided net
cash of $15.3 million  primarily  from cash  proceeds  received in 1995 from the
sale of coal  assets.  In January  1994,  the Company  paid  approximately  $157
million  in cash  for the  acquisition  of  substantially  all the  coal  mining
operations  and coal sales  contracts of  Addington.  The purchase  price of the
acquisition was subsequently financed through the issuance of $80.5 million of a
new series of preferred  stock,  convertible into Minerals Stock, and additional
debt under revolving credit agreements.


                                       45

Financing
- ---------
The Minerals Group intends to fund its capital  expenditure  requirements during
the  remainder of 1995  primarily  with  anticipated  cash flows from  operating
activities  and  through   operating   leases  if  the  latter  are  financially
attractive. Shortfalls, if any, will be financed through the Company's revolving
credit agreements,  other borrowing arrangements or borrowings from the Services
Group.  The  Company  has a  $350  million  revolving  credit  agreement  with a
syndicate of banks (the  "Facility").  The Facility includes a $100 million term
loan,  which  matures  in  May  2000.  The  Facility  also  permits   additional
borrowings,  repayments,  and reborrowings of up to an aggregate of $250 million
until May 2000.  As of  September  30,  1995,  borrowings  of $100  million were
outstanding  under the term loan  portion  of the  Facility  with $7  million of
additional  borrowings  outstanding under the remainder of the facility.  Of the
total amount outstanding under the Facility, $83.6 million was attributed to the
Minerals  Group.  The  Company,  on  behalf  of the  Minerals  Group,  maintains
agreements with financial  institutions whereby it has the right to sell certain
coal receivables with recourse to those institutions.  As at September 30, 1995,
coal receivables of  approximately  $9.8 million of receivables sold under these
agreements remain outstanding.

Debt
- ----
Outstanding  debt totaled $86.7  million at September 30, 1995,  down $9 million
from the $95.7  million  reported at  year-end.  Net cash  provided by operating
activities,  proceeds  from  disposal  of  property,  plant  and  equipment  and
additional  borrowings  from the Services Group were  sufficient to fund capital
expenditures  and share  activity,  resulting  in reduced  borrowings  under the
Company's revolving credit agreements.

Related Party Transactions
- --------------------------
At September 30, 1995, the Minerals Group owed the Services Group $54.4 million,
an increase of $6.2 million from the $48.2 million owed at December 31, 1994.

At September 30, 1995,  the Services Group owed the Minerals Group $40.2 million
for tax benefits, of which $21.0 million is expected to be paid within one year.

Capitalization
- --------------
In January  1994,  the Company  issued $80.5 million  (161,000  shares) of a new
series of preferred stock, convertible into Minerals Stock, to finance a portion
of the  Addington  Acquisition.  Such stock has been  attributed to the Minerals
Group.

In 1994, the Board  authorized  the repurchase  from time to time of up to $15.0
million of the new  series of  cumulative  convertible  preferred  stock.  As of
September  30,  1995,  24,720  shares  at a  total  cost of  $9.6  million  were
repurchased  of which 16,370 shares at cost of $6.3 million were  repurchased in
the first  nine  months of 1995.  In  November  1995,  the Board  authorized  an
increase in the remaining authority to $15 million.

At September 30, 1995,  the Company was authorized to repurchase up to 1,250,000
shares of Services Stock and 250,000 shares of Minerals Stock, not to exceed $43
million.  As of September 30, 1995,  117,300  shares ($1.7  million) of Minerals
Stock have been  acquired  pursuant to the  authorization,  of which 78,800 ($.9
million) were  repurchased  in the first nine months of 1995. In November  1995,
the Board  increased the  remaining  purchase  authority  for Minerals  Stock to
1,000,000  shares,  not to  exceed  $45  million  for all  common  shares of the
Company.

On September 15, 1995, the Company announced that the Board approved, subject to
a favorable  vote of  shareholders,  a plan to separate  Services Stock into two
classes of common  stock which would  separately  track the  Company's  security
services and home security  business (the  "Pittston  Brink's  Group"),  and its
global freight  transportation and logistics management services businesses (the
"Pittston  Burlington  Group").  The plan would not alter the composition of the
Minerals Group.

Under the proposed plan, a new class of common stock called Pittston  Burlington
Group Common Stock  ("Burlington  Stock")  will be  distributed  tax free to the
Services Group  shareholders in the ratio of one half of one share of Burlington
stock for each outstanding share of Services Stock.  Services Group shareholders
will retain their existing  common stock,  which will be  redesignated  Pittston
Brink's Group Common Stock ("Brink's  Stock"),  on a share-for-share  basis. The
Company will continue as a single  corporate entity with three classes of common
stock. The proposed plan is designed

                                       46

to have no adverse effect on the rights of the shareholders of Minerals Stock or
the cumulative convertible preferred stock.

Dividends
- ---------
The Board  intends to declare and pay  dividends on Services  Stock and Minerals
Stock  based  on  earnings,   financial   condition,   cash  flow  and  business
requirements of the Services Group and the Minerals Group,  respectively.  Since
the Company  remains  subject to Virginia law  limitations  on dividends  and to
dividend  restrictions in its public debt and bank credit agreements,  financial
developments of one Group could affect the Company's ability to pay dividends in
respect of stock  relating to the other Group.  Dividends on Minerals  Stock are
also limited by the Available Minerals Dividend Amount, which is adjusted by net
income or losses and other  equity  transactions,  as  defined in the  Company's
Articles of  Incorporation.  At  September  30,  1995,  the  Available  Minerals
Dividend Amount was at least $22.3 million.

As a result of the Company's issuance in January 1994 of 161,000 shares of a new
series of preferred  stock,  convertible in to Minerals Stock,  the Company pays
annual cumulative  dividends of $31.25 per share payable quarterly,  in cash, in
arrears, out of all funds of the Company legally available  therefore,  when, as
and if  declared  by the Board which  commenced  March 1, 1994.  Such stock also
bears a  liquidation  preference  of $500 per  share,  plus an  amount  equal to
accrued and unpaid dividends thereon.

During the 1995 and 1994 nine month  periods,  the Board  declared and paid cash
dividends  of 48.75 cents per share of  Minerals  Stock.  Dividends  paid on the
cumulative  convertible  preferred  stock in the first nine  months of 1995 were
$3.3 million.  Preferred dividends included on the Minerals Group's Statement of
Operations for the nine months ended September 30,1995, are net of $1.6 million,
which was the excess of the carrying amount of the preferred stock over the cash
paid to holders of the preferred stock.

Pending Accounting Change
- -------------------------
The Company is required to implement a new  accounting  standard for  long-lived
assets - Statement of Financial Accounting Standards ("SFAS") No. 121 - in 1996.
SFAS No. 121 requires  companies to utilize a two step  approach to  determining
whether  impairment of  long-lived  assets has occurred and if so, the amount of
such impairment.  The Company has not yet determined the effect of adopting SFAS
No. 121.


                                       47

                           PART II - OTHER INFORMATION



Item 5.        Other Information
- -------        -----------------
The Company  commenced  insurance  coverage  litigation  in 1990,  in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgement  that all  amounts  payable by the Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability policies  maintained by the Company. In August 1995 the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably  for the  Company on several  matters  relating  to the  comprehensive
general liability  policies but concluded that the pollution  liability policies
did not contain  pollution  coverage for the types of claims associated with the
Tankport site. The Company has moved for  reconsideration  regarding  certain of
the Court's  findings.  Management  and its outside  legal  counsel  continue to
believe,  however,  that recovery of a substantial  portion of the cleanup costs
will ultimately be probable of realization.  Accordingly, management is revising
its earlier  belief that there is no net liability for the Tankport  obligation,
and it is the Company's belief that,  based on estimates of potential  liability
and probable  realization of insurance  recoveries,  the Company would be liable
for  approximately  $1.4  million  based on the  Court's  decision  and  related
developments of New Jersey law. See the description of such litigation contained
in Items 1 and 2 of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, under "Matters  Relating to Former  Operations",  which
description as updated hereby is incorporated herein by reference.

The coal operations ("Coal operations") of the Company's Pittston Minerals Group
are involved in previously  reported  litigation with state and federal agencies
that regulate the environmental  aspects of underground and surface mining.  The
litigation  arises from those agencies'  attempts to hold Coal operations liable
for the unabated  violations,  civil  penalties and AML fees of other  companies
("contractors")  that have contracted in the past to mine coal on behalf of Coal
operations.  In 1991 Coal  operations  filed an action in United Stated District
Court for the Western District of Virginia against the Secretary of Interior and
the  Commonwealth  of  Virginia  to  enjoin  the  agencies  from  blocking  Coal
operations'  permits  without  first  providing  due  process.  Coal  operations
obtained  an  injunction   requiring  the  Federal   Office  of  Surface  Mining
Reclamation and Enforcement ("OSM") to give Coal operations notice and a hearing
before imposing any permit block. Later,  however, the District Court ruled that
it lacked jurisdiction to hear the case and dismissed it. See the description of
such  litigation  contained in Items 1 and 2 of the  Company's  Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, under "Pittston  Minerals
Group -  Description of Businesses -  Coal Operations - Environmental  Matters",
which description as updated hereby is incorporated herein by reference.

In  October  1995 the Fourth  Circuit  Court of Appeals  affirmed  the  District
Court's dismissal of the case. In response,  Coal operations has asked the Court
for a  rehearing.  In the event  the Court  declines  to rehear  the case,  Coal
operations  has requested  that the Court leave the injunction in effect pending
review in the  Supreme  Court or pending  transfer  to the  District of Columbia
where jurisdiction is said to exist.

Coal  operations  has agreed to a settlement of contractor  labilities  with the
Commonwealth  of  Virginia,  where  almost all of the  contractors  in  question
operated.  In this  settlement,  which will be  effective  upon  approval by the
Governor  of  Virginia,   Coal   operations   agreed  to  reimburse   the  state
approximately  $200,000  in  reclamation  costs and to complete  reclamation  at
several  contractor  sites.  Under the agreement,  Pittston will have no further
liability to the Commonwealth  for these  contractors.  Coal operations  expects
that this agreement will be approved by the Governor before the end of the year.

Coal  operations  is also in the process of  completing a  settlement  with OSM,
which retains oversight authority in Virginia and other  coal-producing  states.
This comprehensive agreement, which has been under discussion for several years,
would require Coal operations to pay  approximately  $400,000 in AML fees to OSM
and obligate  Coal  operations  to complete  reclamation  at various  contractor
sites. Coal operations is hopeful that a definitive  agreement can be reached by
the end of 1995.  Until a final  settlement is concluded,  Coal  operations will
continue its legal efforts to avoid a permit block.


                                       48


Item 6.        Exhibits and Reports on Form 8-K
- -------        --------------------------------
(a)  Exhibits:

     Exhibit 
     Number  

       11             Statement re Computation of Per Share Earnings. 

       27             Financial Data Schedule. 


(b)  A report on Form 8-K was filed on September  15, 1995,  with respect to the
     Registrant's announcement that its Board of Directors had approved, subject
     to a favorable  vote of  shareholders,  the  establishment  of a plan under
     which Pittston Services Group Common Stock will be divided into two classes
     of  common  stock  designed  to  separately   track   Pittston's   services
     businesses.


                                       49


                                    SIGNATURE


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


                                                     THE PITTSTON COMPANY 



November 14, 1995                             By         G. R. Rogliano
                                                --------------------------------
                                                        (G. R. Rogliano)
                                                         Vice President - 
                                                     Controllership and Taxes 
                                                   (Duly Authorized Officer and
                                                     Chief Accounting Officer) 


                                       50


The Pittston Company and Subsidiaries                                                                             Exhibit 11 
Computation of Earnings Per Common Share 
(In thousands, except per share amounts) 

Fully Diluted Earnings Per Common Share: (a) 



                                                                        Three Months Ended              Nine Months Ended 
                                                                           September 30                   September 30 
- ----------------------------------------------------------------------------------------------------------------------------
                                                                        1995            1994           1995           1994 
============================================================================================================================
                                                                                                            
Pittston Services Group: 
Net income attributed to common shares                              $  25,137           25,014        58,706         56,813 
============================================================================================================================

Average common shares outstanding                                      37,916           37,840        37,914         37,757 
Incremental shares of stock options                                       376              464           361            492 
- ----------------------------------------------------------------------------------------------------------------------------
Pro forma common shares outstanding                                    38,292           38,304        38,275         38,249 
============================================================================================================================

Fully diluted earnings per common share:                            $     .66              .65          1.53           1.49 
============================================================================================================================


Pittston Minerals Group: 
Net income (loss) attributed to common shares                       $   3,941            5,655         7,869        (63,937) 
Preferred stock dividends, net                                            521              541         1,697          2,804 
- -----------------------------------------------------------------------------------------------------------------------------

Fully diluted net income (loss) attributed to common shares         $   4,462            6,196         9,566        (61,133) 
=============================================================================================================================

Average common shares outstanding                                       7,804            7,605         7,781          7,578 
Incremental shares of stock options                                        23               90            23             88 
Conversion of preferred stock                                           2,137            2,385         2,209          2,299 
- -----------------------------------------------------------------------------------------------------------------------------

Pro forma common shares outstanding                                     9,964           10,080        10,013          9,965 
=============================================================================================================================

Fully diluted earnings (loss) per common share:                     $     .45              .61           .96          (8.44)(a)
=============================================================================================================================



(a)  Antidilutive, therefore the same as primary.


Primary Earnings Per Share:
- ---------------------------
Primary  earnings per share can be computed from the  information on the face of
the Consolidated Statements of Operations.

  

 5

This schedule contains summary financial information from The Pittston Company
Form 10Q for the quarterly period ended September 30, 1995, and is qualified in
its entirety by reference to such financial statements.

 1,000
       
                             
                   9-MOS
                          DEC-31-1995
                               SEP-30-1995
                                          41,168
                                    27,804
                                  400,648
                                    16,533
                                     46,974
                               631,823
                                         897,125
                                 428,165
                               1,797,748
                          602,395
                                        141,804
                                        49,979
                                0
                                      1,362
                                     444,043
                 1,797,748
                                        557,653
                             2,163,304
                                          542,061
                                1,888,800
                                     0
                                 3,741
                              10,409
                                 90,051
                                    21,779
                             68,272
                                       0
                                      0
                                            0
                                    68,272
                                        0
                                        0

Pittston Services Group - Primary - 1.55
Pittston Minerals Group - Primary - 1.01
Pittston Services Group - Diluted - 1.55
Pittston Minerals Group - Diluted - .96