Exhibit 99.1



[LOGO]                                               The Brink's Company
                                                     1801 Bayberry Court
                                                     P.O. Box 18100
                                                     Richmond, VA 23226-8100 USA
                                                     Tel. 804.289.9600
                                                     Fax 804.289.9758


PRESS RELEASE


Contact:                                             FOR IMMEDIATE RELEASE
Investor Relations
804.289.9709


                               The Brink's Company
                   Reports Improved Third Quarter 2004 Results

       BAX Global Posts Strong Profit Increase as Freight Volumes Improve;
    Brink's, Incorporated Profitability Boosted by International Operations;
            Brink's Home Security Continues Solid Performance Record


     RICHMOND,  Va.,  (November 3, 2004) - The Brink's Company (NYSE: BCO) today
reported  after-tax  income from continuing  operations for the third quarter of
2004 of $37.7  million or $0.68 per diluted  share  compared to $11.5 million or
$0.22 per diluted share in the prior-year period.
     Revenue in the third  quarter of 2004  increased 20% over last year's third
quarter  to  $1.20  billion,  reflecting  improvement  in each of the  Company's
business units. Revenues at Brink's,  Incorporated and BAX Global also benefited
from stronger European currencies relative to the U.S. dollar.
     The  Company  reported  operating  profit of $58.7  million for the quarter
ended September 30, 2004, up from $22.4 million in the year earlier period.  The
operating   profit  increase   reflects  strong   performance  in  International
operations  at  Brink's,  Incorporated,  continued  subscriber  growth and solid
operational  execution at Brink's Home Security and increased freight volumes in
the Americas  and Asia at BAX Global.  Operating  profit for the recent  quarter
also benefited from a reduction in costs from former coal operations,  partially
offset by higher corporate expenses in comparison to a year ago.

                                     -more-                                   1



     Net income for the third  quarter of 2004 was $38.1  million,  or $0.68 per
diluted share, down from $50.0 million, or $0.94 per diluted share, in the prior
year's period, which included $38.5 million or $0.72 per diluted share of income
from  discontinued  operations  mainly  related  to  the  sale  of  natural  gas
operations.
     "Our  businesses  turned in another solid quarter of improved  performance,
building on the momentum of earlier in the year," said Michael T. Dan, Chairman,
President and Chief Executive  Officer of The Brink's Company.  "BAX Global once
again  posted  strong  profit  gains,  particularly  in the  Americas  where  we
continued to see increased shipping volumes mainly related to the improving U.S.
economy.  Brink's,  Incorporated achieved solid revenue and profit growth driven
by  exceptional  performance  in a few  international  subsidiaries.  Meanwhile,
Brink's  Home  Security  produced  record  profits  in the  quarter  by  further
leveraging its best-in-class business model," added Mr. Dan.
     For the nine months ended  September 30, 2004,  revenues were $3.42 billion
compared with $2.89 billion in the first nine months of 2003.  Operating  profit
for the first nine months was $130.2 million in 2004 compared with $35.6 million
in 2003.  Net  income for the first nine  months of 2004 was $82.5  million,  or
$1.50 per  diluted  share,  compared  with $54.4  million,  or $1.03 per diluted
share, a year ago.

                     Third Quarter Business Unit Performance

Brink's, Incorporated ("Brink's")
- ---------------------------------
     Brink's  revenue of $492.7  million  increased 15% for the third quarter as
compared  with the prior  year's  period.  International  revenue in the quarter
increased  25% over the third  quarter a year ago due to  stronger  revenues  in
South  America,  France and Greece  combined  with the net  benefit of  currency
translation. North American revenue increased 3% over the third quarter of 2003,
mainly due to higher revenues in Canada.


                                     -more-                                   2



     Brink's  operating profit in the quarter ended September 30, 2004 increased
to $44.7 million,  up from the $33.4 million  recorded in the third quarter last
year. The increase in operating  profit reflects  better business  conditions in
Europe and South  America.  In particular,  revenues and profits  benefited from
competitor  difficulties,  a surge in consumer  cash  needs,  and a spike in the
economy of Greece  during the  Olympics in Europe and  improved  performance  in
South  America,  especially  in  Venezuela.  Operating  profit in North  America
declined slightly,  as improved  performance in Cash Logistics,  Coin Processing
and Global  Services was offset by lower results from armored car  operations in
the U.S.

Brink's Home Security
- ---------------------

     Revenue at Brink's  Home  Security  increased  11% to $87.6  million in the
third quarter of 2004,  as compared to the same period last year,  due to growth
in the subscriber  base and higher per subscriber  monthly  revenues.  Operating
profit in the third quarter was a record $20.2  million,  12% higher than in the
prior  year's third  quarter.  An increase in  operating  profit from  recurring
services resulted primarily from the growth of the subscriber base.
     The annualized disconnect rate for the third quarter of 2004 was 7.1%, down
from 7.4% in the year-ago  quarter.  Brink's Home Security  installed 38,100 new
subscribers  during  the  quarter,  a  17%  increase  over  the  number  of  new
subscribers  added in the third  quarter  of 2003,  and ended the  quarter  with
approximately 896,000 subscribers  generating monthly recurring revenue of $25.2
million. (See Non-GAAP Reconciliations for a reconciliation of monthly recurring
revenue to reported revenue.)


                                     -more-                                   3




BAX Global
- ----------

     Revenue at BAX Global increased to $614.7 million in the third quarter, 25%
higher  than in the same  period  last year.  In the  Americas  region,  revenue
increased  25% in  comparison  to last year's third quarter due to higher export
activity,  growth in BAX  Global's  freight  forwarder  service  and a continued
improvement  in U.S.  shipping  volumes,  including an increase in higher priced
expedited  freight as a result of an improving  economy.  International  revenue
increased 24%, reflecting robust Asia-Pacific  activity,  and the effects of the
weaker U.S. dollar relative to European and some Asia-Pacific currencies.
     Operating  profit at BAX Global  improved  to $14.6  million  for the third
quarter  of 2004 from a loss of $5.3  million  in the same  period in 2003.  The
current quarter's performance reflects much improved results from North American
operations,  continued  solid  results  from  logistics  and freight  forwarding
activities  in  Asia-Pacific  and a modest  improvement  in operating  profit in
Europe.  BAX Global's  improved  operating  performance was partially  offset by
higher corporate and other costs and the recording, within the operating results
for the  Americas,  of an  impairment  charge of $4.7  million  for  information
technology investments that were determined to be uneconomic.

                            Other Costs and Expenses

     The Company's costs of former coal operations,  which consist  primarily of
costs  for  Company-sponsored  medical  coverage  for  former  miners  and their
dependents,  declined to $10.9  million in the third  quarter of 2004 from $17.2
million in the  prior-year  period.  The  decrease is due to the benefits of the
Medicare legislation enacted late last year, lower idle and closed mine expense,
lower administrative, legal and other expenses and the recording of $2.3 million
of  expected  earnings  on assets  held in the  Company's  Voluntary  Employees'
Beneficiary Association (VEBA) trust.


                                     -more-                                   4





     Corporate  expenses  increased in the quarter  ended  September 30, 2004 to
$9.9 million  from $6.6 million in the  prior-year  period  primarily  due to an
increase  in costs  associated  with the  documentation  and testing of internal
controls required by the Sarbanes-Oxley Act of 2002.
     During the recently concluded quarter, the Company's effective tax rate was
much lower than the currently  expected  full-year  rate of 39%,  primarily as a
result of the  recording of benefits from the  resolution  of tax  contingencies
with several authorities.

                        Funding of VEBA and Pension Plan

     The  Company  made a cash  contribution  of $50  million  to its VEBA trust
during the third  quarter of 2004,  bringing the fair value of the assets in the
VEBA to approximately  $159 million at September 30, 2004. The Company also made
a  voluntary  contribution  of $11 million to its U.S.  pension  plan during the
third  quarter of 2004.  These  contributions  reflect the  Company's  continued
commitment  to  use  its  strong  cash  flow  to   tax-efficiently   manage  its
liabilities.

                                    Financing

     In October, the Company completed a new five-year,  $400 million syndicated
revolving  credit facility to replace a similar  facility that was due to expire
in September 2005.

                                     Summary

     "The Brink's  Company posted another strong  quarter,  as each of our three
services  businesses  capitalized on growth in their markets and better economic
conditions,  while working to achieve the benefits of operational discipline and
service excellence," said Mr. Dan.
     "Looking  forward,  we are focused on growth through  expansion of existing
products and services, further market penetration, and development of additional
value-added  solutions for our customers,  supported by our security and service
levels  which are second to none," he added.  "BAX  Global  should  see  further



                                     -more-                                   5




improvement from better business conditions in the U.S. At Brink's, Incorporated
the emphasis will continue to be on  maintaining  excellence in our  traditional
business lines while expanding Cash Logistics and other value-added services. We
anticipate  that the fourth quarter will be a good one for Brink's,  but it will
be a challenge to match the strong international performance posted in the third
quarter.  Brink's Home  Security  will focus on further  growth and  outstanding
service levels in its industry-leading residential alarm business while building
its capabilities and presence in the commercial segment," said Mr. Dan.


                                     -more-                                   6




This release  contains both historical and  forward-looking  information.  Words
such as "anticipates,"  "estimates,"  "expects," "projects," "intends," "plans,"
"believes,"   "may"  and  similar   expressions  may  identify   forward-looking
information.  Forward-looking  information in this document includes, but is not
limited to,  statements  regarding the  investigation  into the  non-payment  of
customs  duties  and  value-added  tax  by a  non-U.S.  subsidiary  of  Brink's,
Incorporated, including related accruals and contingencies and the amount of any
penalties  and the impact on the  financial  condition  of The Brink's  Company,
Brink's, Incorporated's fourth quarter performance, continued improvement at BAX
Global,  the  expansion  of cash  logistics  and other  value-added  services at
Brink's, Incorporated, and the growth of the residential and commercial segments
of Brink's Home Security.  The  forward-looking  information in this document is
subject to known and unknown risks,  uncertainties and contingencies  that could
cause actual results to differ materially from those that are anticipated.

These  risks,  uncertainties  and  contingencies,  many of which are  beyond the
control  of The  Brink's  Company  and its  subsidiaries,  include,  but are not
limited to, the  evaluation  of remedial  alternatives,  guidance  received from
third parties, the impact of governmental  inquiries, if any, the ongoing nature
of the  investigation,  the impact of operational  improvements  in the security
operations  and the timing of any such impact,  the ability of the businesses to
meet demand  appropriately,  the ability of Brink's Home Security to continue to
maintain its subscriber  growth and low disconnect rate, the return of customers
to overnight shipping,  the ability to identify and execute cost and operational
improvements in the core businesses,  IT costs and costs associated with ongoing
contractual  obligations,  pension plan and other  employee  obligations,  labor
relations,  safety and security performance,  overall domestic and international
economic,   political,   social  and  business   conditions,   capital   markets
performance,  the strength of the U.S.  dollar  relative to foreign  currencies,
interest   rates,   inflation,   new  government   regulations  and  legislative
initiatives (including local initiatives relating to police response to alarms),
domestic  and  international  demand for  services  of the  subsidiaries  of The
Brink's Company,  the financial  stability of companies with payment obligations
under the Health Benefit Act, pricing and other competitive factors,  variations
in costs or  expenses  and  performance  delays of any public or private  sector
supplier, service provider or customer. The information included in this release
is representative  only as of the date of this release,  and The Brink's Company
undertakes no obligation to update any information contained in this release.

About The Brink's Company
The Brink's  Company  (NYSE:  BCO) is a global  leader in business  and security
services. The Company's three businesses are Brink's,  Incorporated, the world's
premier provider of secure transportation and cash management services;  Brink's
Home  Security,  one  of the  largest  and  most  successful  residential  alarm
companies  in North  America;  and BAX  Global,  an  industry  leader in freight
transportation   and  global  supply  chain  management   solutions.   For  more
information,  please visit The Brink's Company website at www.brinkscompany.com,
or call toll free 877-275-7488.

Conference Call
The Company will host a conference call today, November 3, at 11:00 a.m. eastern
time to  discuss  this  press  release.  Interested  parties  can  listen to the
conference  call by dialing  800-392-9565  within North America or  706-634-5450
from outside North America, or via live webcast at www.brinkscompany.com. Please
dial in at least five  minutes  prior to the start of the call.  Dial-in  replay
will be available through November 12, 2004 by calling 800-642-1687 within North
America or 706-645-9291  outside North America. The conference ID for the replay
is 1659885. A webcast replay will be available at www.brinkscompany.com  through
November 19, 2004.


                                                                              7




                               The Brink's Company
                                and Subsidiaries

                 Condensed Consolidated Statements of Operations
                     (In millions, except per share amounts)
                                   (Unaudited)





                                                                 Three Months Ended                 Nine Months Ended
                                                                    September 30,                     September 30,
                                                                2004             2003              2004            2003
- -------------------------------------------------------------------------------------------------------------------------
 
Revenues                                                    $1,195.0             999.4          3,421.0          2,888.9

Expenses:
Operating expenses                                             995.4             853.3          2,883.8          2,487.5
Selling, general and administrative expenses                   141.5             130.6            413.4            380.7
- -------------------------------------------------------------------------------------------------------------------------
   Total expenses                                            1,136.9             983.9          3,297.2          2,868.2
Other operating income, net                                      0.6               6.9              6.4             14.9
- -------------------------------------------------------------------------------------------------------------------------
   Operating profit                                             58.7              22.4            130.2             35.6

Interest expense                                                (6.0)             (6.6)           (17.6)           (19.4)
Interest and other income, net                                   2.4               0.7              6.7              6.6
Minority interest                                               (3.4)             (2.8)            (8.1)            (5.4)
- -------------------------------------------------------------------------------------------------------------------------
   Income from continuing operations before income taxes        51.7              13.7            111.2             17.4
Provision for income taxes                                      14.0               2.2             43.7              3.5
- -------------------------------------------------------------------------------------------------------------------------

   Income from continuing operations                            37.7              11.5             67.5             13.9

Income from discontinued operations, net of tax                  0.4              38.5             15.0             40.5
- -------------------------------------------------------------------------------------------------------------------------
Net income                                                  $   38.1              50.0             82.5             54.4
=========================================================================================================================

Basic net income per common share:
   Continuing operations                                    $   0.69              0.22             1.24             0.26
   Discontinued operations                                      -                 0.72             0.28             0.77
- -------------------------------------------------------------------------------------------------------------------------
                                                            $   0.69              0.94             1.52             1.03
=========================================================================================================================
Diluted net income per common share:
   Continuing operations                                    $   0.68              0.22             1.23             0.26
   Discontinued operations                                      -                 0.72             0.27             0.77
- -------------------------------------------------------------------------------------------------------------------------
                                                            $   0.68              0.94             1.50             1.03
=========================================================================================================================



                                                                              8




                               The Brink's Company
                                and Subsidiaries

                       Supplemental Financial Information
                                  (In millions)
                                   (Unaudited)





                                                                Three Months Ended                 Nine Months Ended
                                                                   September 30,                     September 30,
                                                              2004             2003              2004            2003
- -----------------------------------------------------------------------------------------------------------------------
 
                               SEGMENT INFORMATION

   Revenues:
     Brink's                                            $    492.7             427.2          1,416.0          1,229.3
     Brink's Home Security                                    87.6              78.9            255.5            229.3
     BAX Global                                              614.7             493.3          1,749.5          1,430.3
- -----------------------------------------------------------------------------------------------------------------------
       Revenues                                         $  1,195.0             999.4          3,421.0          2,888.9
=======================================================================================================================

   Operating profit (loss):
     Brink's                                            $     44.7              33.4            102.8             68.0
     Brink's Home Security                                    20.2              18.1             59.4             52.5
     BAX Global                                               14.6              (5.3)            30.1            (13.3)
- -----------------------------------------------------------------------------------------------------------------------
       Business and Security Services                         79.5              46.2            192.3            107.2
     Former coal operations                                  (10.9)            (17.2)           (33.5)           (51.7)
     Corporate                                                (9.9)             (6.6)           (28.6)           (19.9)
- -----------------------------------------------------------------------------------------------------------------------
       Operating profit                                 $     58.7              22.4            130.2             35.6
=======================================================================================================================

                         SELECTED CASH FLOW INFORMATION

   Depreciation and amortization:
     Brink's                                            $     19.4              17.5             57.9            50.5
     Brink's Home Security                                    12.9              12.1             38.0            35.5
     BAX Global                                               10.4              11.9             31.7            36.0
     Corporate and other                                       0.1               0.5              0.5             2.0
- -----------------------------------------------------------------------------------------------------------------------
       Depreciation and amortization                    $     42.8              42.0            128.1           124.0
=======================================================================================================================

   Capital expenditures:
     Brink's                                            $     17.5              19.3             49.8            54.2
     Brink's Home Security                                    30.7              25.9             86.8            71.9
     BAX Global                                                5.8               5.6             16.5            18.6
     Corporate                                                 0.4               0.1              0.8             0.1
- -----------------------------------------------------------------------------------------------------------------------
       Capital expenditures                             $     54.4              50.9            153.9           144.8
=======================================================================================================================

   Other Brink's Home Security cash flow information:
     Impairment charges from subscriber disconnects     $     10.5               9.9             29.4            26.0
     Amortization of deferred revenue                         (6.8)             (6.7)           (19.5)          (18.9)
     Deferral of subscriber acquisition costs
       (current year payments)                                (5.0)             (4.8)           (14.4)          (13.7)
     Deferral of revenue from new subscribers
       (current year receipts)                                 9.1               7.5             25.9            20.7
=======================================================================================================================



                                                                              9




                               The Brink's Company
                                and Subsidiaries

                 Supplemental Financial Information (continued)
                                  (In millions)
                                   (Unaudited)




                                                          Three Months Ended                 Nine Months Ended
                                                             September 30,                     September 30,
                                                        2004              2003             2004            2003
- -----------------------------------------------------------------------------------------------------------------
 
   Brink's:
     Revenues:
       North America                              $    184.3             179.6            545.3            531.2
       International                                   308.4             247.6            870.7            698.1
- -----------------------------------------------------------------------------------------------------------------
     Revenues                                     $    492.7             427.2          1,416.0          1,229.3
=================================================================================================================
     Operating profit:
       North America                              $     14.1              14.3             40.0             35.6
       International                                    30.6              19.1             62.8             32.4
- -----------------------------------------------------------------------------------------------------------------
     Operating profit                             $     44.7              33.4            102.8             68.0
=================================================================================================================

   Brink's Home Security:
     Revenues                                     $     87.6              78.9            255.5            229.3
=================================================================================================================
     Operating profit:
       Recurring services                         $     37.2              31.7            108.0             93.4
       Investment in new subscribers                   (17.0)            (13.6)           (48.6)           (40.9)
- -----------------------------------------------------------------------------------------------------------------
     Operating profit                             $     20.2              18.1             59.4             52.5
=================================================================================================================

     Monthly recurring revenues (see non-GAAP
       reconciliation below)                                                           $   25.2             22.7
     Annualized disconnect rate                          7.1%              7.4%             6.9%             7.1%

     Number of subscribers (in thousands):
       Beginning of period                             874.1             795.6            833.5            766.7
       Installations                                    38.1              32.6            107.8             88.3
       Disconnects                                     (15.7)            (15.0)           (44.8)           (41.8)
- -----------------------------------------------------------------------------------------------------------------
     End of period                                     896.5             813.2            896.5            813.2
     Average number of subscribers                     885.4             804.3            864.5            788.8
=================================================================================================================

   BAX Global:
     Revenues:
       Americas                                   $    297.6             238.7            841.6            708.9
       International                                   339.1             273.2            969.5            775.9
       Eliminations                                    (22.0)            (18.6)           (61.6)           (54.5)
- -----------------------------------------------------------------------------------------------------------------
     Revenues                                     $    614.7             493.3          1,749.5          1,430.3
=================================================================================================================
     Operating profit (loss):
       Americas                                   $      8.1             (11.3)            12.3            (31.6)
       International                                    10.7               8.9             30.6             24.3
       Corporate and other                              (4.2)             (2.9)           (12.8)            (6.0)
- -----------------------------------------------------------------------------------------------------------------
     Operating profit (loss)                      $     14.6              (5.3)            30.1            (13.3)
=================================================================================================================

   Intra-America revenue                          $    145.8             118.1            404.6            336.1
   Worldwide expedited freight services:
     Revenues                                     $    467.3             370.3          1,320.1          1,078.0
     Weight in pounds                                  466.9             384.1          1,328.8          1,119.9
=================================================================================================================


                                                                              10




                               The Brink's Company
                                and Subsidiaries

                 Supplemental Financial Information (continued)
                                  (In millions)
                                   (Unaudited)


        COSTS OF FORMER COAL OPERATIONS INCLUDED IN CONTINUING OPERATIONS





                                                                     Three Months Ended                Nine Months Ended
                                                                        September 30,                    September 30,
                                                                  2004                2003           2004            2003
- ---------------------------------------------------------------------------------------------------------------------------
 
Company-sponsored postretirement benefits other
   than pensions                                              $    9.3                12.5           27.9            37.2
Black lung                                                         1.0                 1.4            3.7             4.3
Pension                                                            0.3                (0.4)           1.4            (0.7)
Administrative, legal and other expenses, net                      1.8                 2.6            6.1             6.4
Idle and closed mine expense                                       0.3                 2.1            0.7             6.9
Gains on sale of property and equipment and other income          (1.8)               (1.0)          (6.3)           (2.4)
- ---------------------------------------------------------------------------------------------------------------------------
                                                              $   10.9                17.2           33.5            51.7
===========================================================================================================================




                       INCOME FROM DISCONTINUED OPERATIONS




                                                                     Three Months Ended                Nine Months Ended
                                                                        September 30,                    September 30,
                                                                  2004                2003           2004            2003
- ---------------------------------------------------------------------------------------------------------------------------
 
Gain (loss) on sales of:
   Natural Gas                                                $    -                  57.3            -              57.3
   Timber                                                          -                   -             20.7             -
   Gold                                                            -                   -             (0.9)            -

Results from operations:
   Natural Gas                                                     -                   2.3            -              11.2
   Timber                                                          -                   0.1           (0.5)            0.3
   Gold                                                            -                  (0.6)          (1.2)           (2.5)

Adjustments to contingent liabilities of former operations:
   Withdrawal liability                                            -                   -              8.1            (3.0)
   Other                                                           0.7                 -             (2.9)           (0.6)
- ---------------------------------------------------------------------------------------------------------------------------
Income from discontinued operations before income taxes            0.7                59.1           23.3            62.7
Income tax expense                                                 0.3                20.6            8.3            22.2
- ---------------------------------------------------------------------------------------------------------------------------
Income from discontinued operations                           $    0.4                38.5           15.0            40.5
===========================================================================================================================



                                                                              11




                               The Brink's Company
                                and Subsidiaries

                 Supplemental Financial Information (continued)
                                  (In millions)
                                   (Unaudited)


                            NON-GAAP RECONCILIATIONS

Monthly Recurring Revenues

A reconciliation of monthly recurring revenues to reported BHS revenues follows:

                                                       Nine Months Ended
                                                         September 30,
(In millions)                                        2004            2003
- --------------------------------------------------------------------------
September:
   Monthly recurring revenues ("MRR") (a)      $     25.2            22.7
   Amounts excluded from MRR:
     Amortization of deferred revenue                 2.2             2.1
     Other revenues (b)                               1.9             1.6
- --------------------------------------------------------------------------
   Revenues on a GAAP basis                          29.3            26.4
==========================================================================

Revenues (GAAP basis):
   September                                         29.3            26.4
   January - August                                 226.2           202.9
- --------------------------------------------------------------------------
   January - September                         $    255.5           229.3
==========================================================================
(a)  MRR is calculated based on the number of subscribers at period end
     multiplied by the average fee per subscriber received in the last
     month of the period for contracted monitoring and maintenance services.
(b)  Revenues that are not pursuant to monthly contractual billings.


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

Net Debt and Net Financings
                                                 September 30,   December 31,
(In millions)                                        2004            2003
- --------------------------------------------------------------------------
Short-term debt and current maturities
   of long-term debt                           $     57.6            53.0
Long-term debt                                      182.5           221.5
- --------------------------------------------------------------------------
     Debt                                           240.1           274.5
Less cash and cash equivalents                     (150.1)         (128.7)
- --------------------------------------------------------------------------
     Net Debt                                        90.0           145.8
Securitization facility                              70.0            77.0
- --------------------------------------------------------------------------
     Net Financings                            $    160.0           222.8
==========================================================================


The Company believes that Net Debt and Net Financings are useful measures of the
Company's financial leverage.

                                                                              12





                                      OTHER


Value-added taxes and customs duties

One of the Company's non-U.S. Brink's,  Incorporated business units has not paid
foreign customs duties and value-added  taxes with respect to the importation of
certain goods and services. The Company has been advised that there may be civil
and criminal  penalties  asserted for the non-payment of these custom duties and
value-added taxes. To date no penalties have been asserted.

As a result of its  investigation,  the Company  recorded  charges in the second
quarter  of 2004 of $1.3  million  to  operating  earnings  and $0.8  million to
interest  expense.  Based  on the most  recent  information  developed  from its
ongoing  investigation,  the Company has recorded  reductions to the expense and
reduced  the  range of  possible  penalties.  A  summary  of the  impact of this
situation on earnings for the three and nine month periods is provided below.


                                        Three Months Ended     Nine Months Ended
         (In millions)                  September 30, 2004    September 30, 2004
- --------------------------------------------------------------------------------
Penalties on unpaid value-added taxes   $        -                      0.4
Duties                                          (0.2)                   0.7
- --------------------------------------------------------------------------------
Amount charged to operating expenses            (0.2)                   1.1
Interest expense on unpaid value-added
    taxes and customs duties                    (0.1)                   0.7
- --------------------------------------------------------------------------------
                                        $       (0.3)                   1.8
================================================================================


The Company  evaluates many factors to determine  whether it should recognize or
disclose a loss contingency, including the probability of an unfavorable outcome
and the ability to make a reasonable estimate of the amount of loss. The Company
believes  that the range of  probable  penalties  related to unpaid  value-added
taxes is between  $0.4  million  and $3 million  and that no amount  within that
range is a better estimate than any other amount within the range.  Accordingly,
the Company has accrued $0.4 million for these penalties.

The Company has  concluded  that a loss related to  penalties on unpaid  customs
duties is not  probable.  The  Company  believes  that the  range of  reasonably
possible  losses  related  to  customs  duties   penalties  is  between  $0  and
approximately  $35 million.  The Company  believes  that the  assertion of these
penalties  would be  excessive  and would  vigorously  defend  against  any such
assertion.

The Company  intends to diligently  pursue the timely  resolution of this matter
and,  accordingly,  the Company's  estimate of the potential losses could change
materially  in future  periods.  The  assertion  of potential  penalties  may be
material to the Company's  financial  position and results of operations.  These
penalties  could be asserted at any time.  Although the Company has accrued $0.7
million of interest on the unpaid  value-added  taxes and  customs  duties,  the
Company does not expect to be assessed  interest  charges in connection with any
penalties that may be asserted.

The Company's  investigation  is ongoing.  The Company has implemented  measures
designed to prevent similar  situations in the future. The Company believes that
the  circumstances  giving rise to this matter are  isolated to this  particular
business unit.


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