Exhibit 99



[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 HIGHER FIRST-QUARTER EARNINGS
                    Results Improve at Brink's, Incorporated
      Profits Also Boosted by Legacy Cost Reductions and Investment Income



     RICHMOND,  Va.,  May 3, 2006 - The Brink's  Company  (NYSE:  BCO), a global
provider of security and risk management services, reported first-quarter income
from continuing operations of $24.2 million or 42 cents per share, up from $10.5
million or 19 cents per share in last year's first quarter. The improved results
reflect profit growth at the company's two operating  units,  higher  investment
income and lower expenses related to former coal operations.
     First-quarter revenue from continuing operations was $663.6 million, up 10%
from  $601.1  million  in the  first-quarter  of  2005.  Operating  profit  from
continuing  operations  was $44.1  million,  up 52% from  $29.0  million  in the
year-ago period.
     Michael T. Dan,  chairman,  president  and chief  executive  officer of The
Brink's Company, said:  "First-quarter earnings reflect improved results in both
operating units.  Profits at Brink's,  Incorporated were up on strong results in
the U.S. and South America. Last year's restructuring efforts have reduced costs
in Europe,  but the benefits of these cost  improvements  were offset by ongoing
weakness in the United Kingdom and certain other European countries. We continue
to expect Brink's,  Incorporated to generate an annual operating margin for 2006
approaching  7%  with  percentage  revenue  growth  in the  high  single-digits.
First-quarter results at Brink's Home Security also improved, and we continue to
expect that annual sales and profit growth in this business will exceed 10%."


                                                                               1




     Dan  added:  "The  proceeds  from  the  sale of BAX  Global  enabled  us to
contribute  $225 million to the VEBA,  which  substantially  reduces our ongoing
coal legacy  expenses.  We also reduced debt by $160 million  during the quarter
and recently delivered on our promise to return cash to shareholders by spending
$530  million on stock  repurchases.  Our focus  going  forward is on  improving
results in Europe and exploring new growth opportunities."

            First-Quarter Business Unit Performance: 2006 Versus 2005
            ---------------------------------------------------------

Brink's, Incorporated ("Brink's")
     Brink's, the company's secure  transportation and cash management unit, had
first-quarter  revenue of $558.9  million,  up 10% from $509.2  million in 2005.
Operating  profit was $39.6  million,  up 31% from $30.3 million last year.  The
improvement in revenue and operating  margin was largely  attributable to better
performance in U.S. and South American operations. Profits were also helped by a
reduction in worldwide safety and security costs.  Results in Europe remain weak
and year-over-year profits were marginally lower.

                              Brink's North America

     North American revenue was $201.3 million, up 8% from $186 million in 2005.
Operating profit rose 45% to $18.4 million,  up from $12.7 million.  The revenue
increase was due  primarily to core  business  growth.  The profit  increase was
driven  by broad  improvement  in North  American  operations,  reduced  pension
expenses and lower safety and security costs.
     Net expenses in the first quarter related to employee  benefits declined by
$3.3  million due to the freezing of U.S.  pension plan  benefits as of December
31, 2005. For the full year, net expenses related to these employee benefits are
expected to decrease by $13 million to $14 million compared to 2005.
     Despite  a  substantial  increase  in  fuel  costs,  Brink's  first-quarter
operating profit was not  significantly  affected as fuel surcharges offset most
of the cost  increase.  However,  if fuel  prices  remain at  current  levels or
increase, the added costs may impact operating profits.


                              Brink's International

     First-quarter revenue from international  operations was $357.6 million, up
11% from $323.2 million in 2005, reflecting increases in all regions.  Operating
profit was $21.2  million,  up 20% from $17.6 million last year due primarily to
continued strong performance in South America.


                                                                               2




     Europe.  Revenue from European  operations was $238.5  million,  up 7% from
$223.9  million in 2005. In 2005,  Brink's  acquired  operations in  Luxembourg,
Scotland,  Ireland,  Poland,  Hungary,  and the Czech Republic.  The incremental
impact of these  acquisitions on  first-quarter  2006 revenue was  approximately
$21.5  million.  Operating  profit  for the  quarter  was  slightly  lower  than
disappointing    year-ago    levels.    Improved    results    in   France   and
restructuring-related cost reductions were offset by continued weakness in other
countries, especially the United Kingdom. Acquisitions had no significant impact
on operating profit in either period.

     South America. Revenue in South America increased 23% to $100.7 million, up
from $82.1  million in 2005 due  primarily to higher  volume  across the region.
Operating profit rose 18% due to higher volume and productivity  improvements in
most countries, partially offset by an operating loss in Brazil.

     Asia-Pacific.  Due to improved  performance in Hong Kong and Japan, revenue
in the  Asia-Pacific  region rose 7% to $18.4 million,  up from $17.2 million in
2005.  Operating profit was relatively flat. Generally favorable results in most
of the region were offset by lower profits in Australia.

     A customer in the Asia-Pacific  region recently  indicated that it does not
intend to continue to use Brink's  services.  Brink's is in discussions with the
customer  and,  depending on the outcome of these  discussions,  the company may
record impairment and restructuring charges, currently estimated to be up to $10
million, as well as income tax valuation allowances.

Brink's Home Security ("BHS")

     First-quarter  revenue  at BHS rose 14% to $104.7  million,  up from  $91.9
million in 2005 due  primarily to continued  growth in the  subscriber  base and
slightly higher average monitoring rates. Operating profit was $23.4 million, up
4% from $22.5 million in the year-ago  quarter as higher  profit from  recurring
services was partially  offset by increased  investment in new  subscribers  and
incremental costs related to the company's new monitoring facility in Knoxville,
Tenn.,  which began operating on February 28. Rising fuel costs during the first
quarter did not have a  significant  impact on operating  profit,  since a large
portion of these costs are capitalized as part of the cost of new installations.
     BHS continues to increase its presence in residential  markets  through its
relationships with major home builders. In new construction markets,  there is a
longer time lag between BHS' initial investment and customer  activation than is
the case with existing home markets. As a result,  investment in new subscribers
continued to grow faster than revenue generated by monitored activations. BHS is
addressing this imbalance by raising prices,  improving  efficiency and focusing
on home  buyers  who  are  likely  to  initiate  monitoring  more  quickly.


                                                                               3


     The annualized  disconnect rate in the first-quarter of 2006 was 5.5%, down
slightly from 5.8% in last year's first quarter.

     Brink's Home Security  installed 43,100 new subscribers during the quarter,
a 10% increase over the number of new subscribers  added in the first-quarter of
2005, and ended the quarter with approximately  1,048,000 subscribers generating
monthly recurring revenue of $30.1 million (see Non-GAAP  Reconciliations  for a
reconciliation of monthly recurring revenue to reported revenue).

      Costs Related to Former Operations Included in Continuing Operations
      --------------------------------------------------------------------

     First-quarter costs related to former operations totaled $6.9 million, down
from $13.2 million in 2005. The $6.3 million decrease was due primarily to lower
postretirement  medical  benefit  expenses  resulting  from the effect of a $225
million contribution to the Voluntary Employees'  Beneficiary  Association trust
("VEBA") on January 31, 2006. The VEBA, which is a financing vehicle used to pay
medical benefit  obligations related to former coal miners and their dependents,
had assets of approximately $422 million on March 31.


                                  Recent Events
                                  -------------

     On January 31, The  Brink's  Company  announced  the sale of its BAX Global
operating  unit to Deutsche Bahn AG for $1.1 billion in cash. Net proceeds after
the payment of taxes and transaction costs are expected to be approximately $1.0
billion.  The  company  immediately  contributed  $225  million  to the VEBA and
reduced debt during the quarter by approximately $160 million.  On March 31, The
Brink's  Company had $813  million in cash and  marketable  securities  and $156
million in outstanding  debt.  During the quarter,  the company earned  interest
income of $5.8 million versus $0.9 million in the year-ago period.
     On April 11, the company completed a "Dutch auction" self-tender offer that
resulted  in the  repurchase  of  10,355,263  shares  of its  common  stock  for
approximately  $530.2 million or $51.20 per share.  Following the April 11 share
repurchase,  the company had  approximately  48.3 million shares of common stock
outstanding.


                                                                               4



                             Discontinued Operations
                             -----------------------

     First-quarter  income from  discontinued  operations  was $379.2 million or
$6.50 per share versus $3.1 million or 5 cents per share in the first quarter of
2005.  First-quarter  revenue from discontinued  operations (through January 31)
was $230.0  million  versus  $623.5  million for the three  months  ending March
31,2005.  Results from discontinued  operations in 2006 include a pretax gain of
$585  million  related to the  January 31 sale of the  company's  BAX Global air
freight unit.

                                   Net Income
                                   ----------

First-quarter   net  income,   which  includes   results  from   continuing  and
discontinued  operations,  was $403.4  million or $6.92 per share  versus  $13.6
million or 24 cents per share in the first quarter of 2005.

This release  contains both historical and  forward-looking  information.  Words
such as "anticipates,"  "estimates,"  "expects," "projects," "intends," "plans,"
"believes," "may," "should" and similar expressions may identify forward-looking
information.  Forward-looking  information in this document includes, but is not
limited to, statements  regarding  expected sales growth and profit  improvement
for the company and its subsidiaries in 2006, including Brink's annual operating
margin,  the possible loss of a Brink's customer in the Asia-Pacific  region and
the impact of such a loss on the  company,  expected  improvements  in  Brink's,
Incorporated's European operations,  the exploration of new growth opportunities
and  expected  decreases  in  pension  related  expenses.   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 ability to  identify  and execute  further  cost and  operational
improvements  in the core  businesses,  the  ability of the  businesses  to meet
demand  appropriately,  Brink's ability to integrate  recent  acquisitions,  the
performance of Brink's operations in Europe,  decisions by a Brink's customer in
the  Asia-Pacific  area regarding the continued use of Brink's  services and any
transition  arrangements  that might be made with the  customer,  the ability of
Brink's to replace the lost business, Brink's ability to adjust operationally to
the loss of the  customer,  positions  taken by insurers  with respect to claims
made,  the migration to various new financial  software  packages by Brink's and
BHS, IT costs and costs  associated with ongoing  contractual  obligations,  the
willingness of police  departments to respond to alarms, the number of household
moves, the level of new home  construction,  costs associated with the operation
of the new  Knoxville  facility  (including  the  ability  to  retain  qualified
personnel at reasonable  costs),  the potential recall of a product used by BHS,
labor  relations,  safety and security  performance,  strategic  initiatives and
acquisition  opportunities,  the  company's  tax  position,  the  cash  and debt
position of the company,  the funding levels and  investment  performance of the
pension  plans,  retirement  experience,  changes  in  mortality  and  morbidity
assumptions, changes in employee obligations, overall domestic and international
economic,   political,   social  and  business   conditions,   capital   markets
performance,  the strength of the U.S.  dollar  relative to foreign  currencies,
fuel  prices,  interest  rates,   inflation,   new  government  regulations  and
legislative  initiatives,  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.


                                                                               5




About The Brink's Company
The  Brink's  Company  (NYSE:BCO)  is a  global  leader  in  security  and  risk
management  services and  operates two  businesses:  Brink's,  Incorporated  and
Brink's Home Security. Brink's,  Incorporated is the world's premier provider of
secure transportation and cash management services. Brink's Home Security is one
of the largest and most successful residential alarm companies in North America.
For  more   information,   please   visit  The   Brink's   Company   website  at
http://www.brinkscompany.com/ or call toll free 877-275-7488.

Conference Call
The Brink's  Company  will host a  conference  call today,  May 3, at 11:00 a.m.
eastern time to discuss this press release. Interested parties can listen to the
conference call by dialing  1-877-407-0778  within North America or 201-689-8565
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 May 17, 2006, by calling  1-877-660-6853  within North
America or 201-612-7415  outside North America.  The conference pass code is 286
and the  conference ID for the replay is 199248.  A webcast  replay will also be
available at www.brinkscompany.com.


                                                                               6





                               THE BRINK'S COMPANY
                                and Subsidiaries

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)



                                                                 Three Months
                                                                Ended March 31,
(In millions, except per share amounts)                        2006        2005
- --------------------------------------------------------------------------------
Revenues                                                   $  663.6       601.1

Expenses:
Operating expenses                                            514.7       486.4
Selling, general and administrative expenses                  106.6        87.2
- --------------------------------------------------------------------------------
   Total expenses                                             621.3       573.6
Other operating income, net                                     1.8         1.5
- --------------------------------------------------------------------------------
   Operating profit                                            44.1        29.0

Interest expense                                               (4.3)       (4.1)
Interest and other income, net                                  5.4         0.8
Minority interest                                              (3.9)       (3.6)
- --------------------------------------------------------------------------------
   Income from continuing operations before income taxes       41.3        22.1
Income tax expense                                             17.1        11.6
- --------------------------------------------------------------------------------

   Income from continuing operations                           24.2        10.5

Income from discontinued operations, net of tax               379.2         3.1
- --------------------------------------------------------------------------------
Net income                                                 $  403.4        13.6
================================================================================


Basic net income per common share:
   Continuing operations                                   $   0.42        0.19
   Discontinued operations                                     6.57        0.05
- --------------------------------------------------------------------------------
       Net Income                                          $   6.99        0.24
================================================================================

Diluted net income per common share:
   Continuing operations                                   $   0.42        0.19
   Discontinued operations                                     6.50        0.05
- --------------------------------------------------------------------------------
       Net Income                                          $   6.92        0.24
================================================================================

Weighted-average common shares outstanding:
   Basic                                                       57.7        55.7
   Diluted                                                     58.3        56.5
- --------------------------------------------------------------------------------


                                                                               7




                               THE BRINK'S COMPANY
                                and Subsidiaries
                                   (Unaudited)


                                                               Three Months
                                                              Ended March 31,
(In millions)                                               2006         2005
- --------------------------------------------------------------------------------
                               Segment Information

   Revenues:
     Brink's                                          $    558.9         509.2
     Brink's Home Security                                 104.7          91.9
- --------------------------------------------------------------------------------
       Revenues                                       $    663.6         601.1
================================================================================

   Operating profit:
     Brink's                                          $     39.6          30.3
     Brink's Home Security                                  23.4          22.5
- --------------------------------------------------------------------------------
       Business segments                                    63.0          52.8
     Former operations                                      (6.9)        (13.2)
     Corporate                                             (12.0)        (10.6)
- --------------------------------------------------------------------------------
       Operating profit                               $     44.1          29.0
================================================================================


                       Supplemental Financial Information

   Brink's:
     Revenues:
       North America                                  $    201.3         186.0
       International                                       357.6         323.2
- --------------------------------------------------------------------------------
     Revenues                                         $    558.9         509.2
================================================================================
     Operating profit:
       North America                                  $     18.4          12.7
       International                                        21.2          17.6
- --------------------------------------------------------------------------------
     Operating profit                                 $     39.6          30.3
================================================================================

   Brink's Home Security:
     Revenues                                         $    104.7          91.9
================================================================================
     Operating profit:
       Recurring services                             $     43.6          41.5
       Investment in new subscribers                       (20.2)        (19.0)
- --------------------------------------------------------------------------------
     Operating profit                                 $     23.4          22.5
================================================================================

     Monthly recurring revenues (a)                   $     30.1          26.9
     Annualized disconnect rate                              5.5%          5.8%

     Number of subscribers (in thousands):
       Beginning of period                               1,018.8         921.4
       Installations                                        43.1          39.3
       Disconnects                                         (14.2)        (13.6)
- --------------------------------------------------------------------------------
       End of period                                     1,047.7         947.1
       Average number of subscribers                     1,032.5         933.6
================================================================================
(a) See "Non-GAAP Reconciliations" below.


                                                                               8




                               THE BRINK'S COMPANY
                                and Subsidiaries


                 Supplemental Financial Information (continued)
                                   (Unaudited)


          COSTS OF FORMER OPERATIONS INCLUDED IN CONTINUING OPERATIONS



                                                                  Three Months
                                                                 Ended March 31,
(In millions)                                                     2006     2005
- --------------------------------------------------------------------------------
Company-sponsored postretirement benefits other than pensions  $   4.4      9.4
Black lung                                                         1.0      1.2
Pension                                                            0.6      1.0
Administrative, legal and other expenses, net                      1.5      2.3
Gains on sale of property and equipment and other income          (0.6)    (0.7)
- --------------------------------------------------------------------------------
Costs of former operations                                     $   6.9     13.2
================================================================================




                       INCOME FROM DISCONTINUED OPERATIONS

                                                                  Three Months
                                                                 Ended March 31,
(In millions)                                                     2006     2005
- --------------------------------------------------------------------------------
BAX Global:
   Gain on sale (a)                                            $ 584.6       -
   Results of operations (b)                                       7.0      6.9
Adjustments to contingent liabilities of other former operations  (1.2)    (3.4)
- --------------------------------------------------------------------------------
Income from discontinued operations before income taxes          590.4      3.5
Income tax expense                                               211.2      0.4
- --------------------------------------------------------------------------------
Income from discontinued operations                            $ 379.2      3.1
================================================================================
(a)  The gain on sale is expected  to change in the  future as  working  capital
     adjustments,  which could  revise the amount of  proceeds on the sale,  are
     finalized.
(b)  The results of BAX Global's  operations  are included in the company's  net
     income  through  January 31, 2006,  the date of the sale.  The one month of
     results in 2006 excludes depreciation charges of $3.3 million in accordance
     with SFAS 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
     Assets."


                                                                               9




                               THE BRINK'S COMPANY
                                and Subsidiaries

                 Supplemental Financial Information (continued)
                                   (Unaudited)



                         SELECTED CASH FLOW INFORMATION






                                                                                          Three Months
                                                                                         Ended March 31,
(In millions)                                                                           2006        2005
- ----------------------------------------------------------------------------------------------------------
 
   Depreciation and amortization:
     Brink's                                                                      $     23.2         21.2
     Brink's Home Security                                                              15.8         13.9
     Corporate                                                                           0.1          0.2
- ----------------------------------------------------------------------------------------------------------
       Depreciation and amortization                                              $     39.1         35.3
==========================================================================================================

   Capital expenditures:
     Brink's                                                                      $     19.9         31.4
     Brink's Home Security (a)                                                          42.1         43.2
     Corporate                                                                           0.1          0.1
- ----------------------------------------------------------------------------------------------------------
       Capital expenditures                                                       $     62.1         74.7
==========================================================================================================
(a)  Capital  expenditures  at BHS in the first  quarter  of 2006  include  $5.3
     million for the  development  of the new  Knoxville,  Tennessee,  facility.
     Capital  expenditures  at BHS in the first  quarter of 2005  include  $10.2
     million  for the  purchase  of BHS's  headquarters  in Irving,  Texas.  The
     facility was previously leased.

   Other Brink's Home Security cash flow information:
     Impairment charges from subscriber disconnects                               $     10.7          8.8
     Amortization of deferred revenue                                                   (7.3)        (6.5)
     Deferral of subscriber acquisition costs (current year payments)                   (6.1)        (5.0)
     Deferral of revenue from new subscribers (current year receipts)                   11.0          9.6
==========================================================================================================



                                                                              10




                               THE BRINK'S COMPANY
                                and Subsidiaries



                            NON-GAAP RECONCILIATIONS
                                   (Unaudited)


Monthly Recurring Revenues

A reconciliation of monthly recurring revenues to reported Brink's Home Security
revenues follows:


                                                               Three Months
                                                              Ended March 31,
(In millions)                                             2006              2005
- --------------------------------------------------------------------------------
March:
   Monthly recurring revenues ("MRR") (a)           $     30.1             26.9
   Amounts excluded from MRR:
     Amortization of deferred revenue                      2.5              2.3
     Other revenues (b)                                    3.1              2.2
- --------------------------------------------------------------------------------
   Revenues on a GAAP basis                         $     35.7             31.4
================================================================================

Revenues (GAAP basis):
   March                                            $     35.7             31.4
   January - February                                     69.0             60.5
- --------------------------------------------------------------------------------
   January - March                                  $    104.7             91.9
================================================================================
(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  monitored  security  service  business
produces. This supplemental non-GAAP information should be viewed in conjunction
with the company's consolidated statement of operations.

Net Debt reconciled to GAAP measures



                                                        March 31,   December 31,
(In millions)                                             2006          2005
- --------------------------------------------------------------------------------

Short-term debt and current maturities of
   long-term debt                                   $     26.0             61.0
Long-term debt                                           129.7            251.9
- --------------------------------------------------------------------------------
   Debt                                                  155.7            312.9
Less cash and cash equivalents                          (237.2)           (96.2)
Less current marketable securities                      (576.3)             -
- --------------------------------------------------------------------------------
   Net Debt (a)                                     $   (657.8)           216.7
================================================================================
(a)  The company's  Net Debt was negative at March 31, 2006 because its cash and
     current  marketable  securities  exceeded its debt. The company used $530.2
     million to  repurchase  common stock under its  self-tender  offer in April
     2006.


The  company  believes  that  Net  Debt is a  useful  measure  of the  company's
financial leverage.  This supplemental  non-GAAP information should be viewed in
conjunction with the company's condensed consolidated balance sheets.


                                                                              11




                               THE BRINK'S COMPANY
                                and Subsidiaries

                      NON-GAAP RECONCILIATIONS (continued)
                                   (Unaudited)


                                                 Three Months Ended    % change
(In millions)                                        March 31,        from 2005
- --------------------------------------------------------------------------------
2005 revenues:
   Brink's                                        $   509.2              N/A
   BHS                                                 91.9              N/A
- --------------------------------------------------------------------------------
                                                  $   601.1              N/A
================================================================================

Effects on revenue of acquisitions
   and dispositions, net:
   Brink's                                        $    21.5                4
   BHS                                                  -                  -
- --------------------------------------------------------------------------------
                                                  $    21.5                4
================================================================================

Effects on revenue of changes in
   currency exchange rates:
   Brink's                                        $   (16.6)              (3)
   BHS                                                  0.1                -
- --------------------------------------------------------------------------------
                                                  $   (16.5)              (3)
================================================================================

Organic Revenue Growth:
   Brink's                                        $    44.8                9
   BHS                                                 12.7               14
- --------------------------------------------------------------------------------
                                                  $    57.5               10
================================================================================

2006 revenues:
   Brink's                                        $   558.9               10
   BHS                                                104.7               14
- --------------------------------------------------------------------------------
                                                  $   663.6               10
================================================================================


The supplemental Organic Revenue Growth information  presented above is non-GAAP
financial  information  that  management  believes  is an  important  measure to
evaluate  results of existing  operations  without the effects of  acquisitions,
dispositions and currency exchange rates. The limitation of this measure is that
the  effects  of  acquisitions,  dispositions  and  changes in values of foreign
currencies cannot be completely separated from changes in prices and volume of a
unit's base business. This supplemental non-GAAP information does not affect net
income or any other reported  amounts.  This supplemental  non-GAAP  information
should be viewed in conjunction  with the company's  consolidated  statements of
operations.


                                                                              12





                               THE BRINK'S COMPANY
                                and Subsidiaries

                                      OTHER


Value-added taxes ("VAT") and customs duties


During 2004, the company  determined that one of its non-U.S.  Brink's  business
units had not paid  customs  duties and VAT with respect to the  importation  of
certain  goods and  services.  The company was advised  that civil and  criminal
penalties could be asserted for the non-payment of these customs duties and VAT.
Although no penalties have been asserted to date,  they could be asserted at any
time. The business unit has provided the appropriate government authorities with
an accounting of unpaid  customs  duties and VAT and has made payments  covering
its  calculated  unpaid VAT. The company  believes  that the range of reasonably
possible losses is between $0.4 million and $3.0 million for potential penalties
on unpaid VAT and has accrued $0.4 million.  The company believes that the range
of possible losses for unpaid customs duties and associated  penalties,  none of
which has been accrued, is between $0 and $35 million. The company believes that
the assertion of the penalties on unpaid  customs  duties would be excessive and
would vigorously defend against any such assertion.  The company does not expect
to be assessed  interest  charges in connection  with any penalties  that may be
asserted.  The company  continues 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.




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