Under this alliance, Toshiba Corporation will separate its Air Conditioning Equipment Division, and establish a joint venture company in Japan called Toshiba Carrier Corporation.

Toshiba is a Japanese leader in residential and light commercial air-conditioning, ventilation and compressors. Toshiba's Air Conditioning Equipment Division had 1997 fiscal year sales of $1.1 billion. Carrier is the world's largest manufacturer of air conditioning, heating and refrigeration equipment for commercial, industrial, and residential applications; HVAC (heating, ventilation, and air conditioning) replacement parts and services; building controls; and transport refrigeration equipment. Carrier's worldwide sales in 1997 were $6.1 billion.

The new global alliance will highlight the technology leadership and manufacturing experience of both companies and combine their complementary sales and marketing networks. This partnership allows Carrier and Toshiba Carrier Corporation to market HVAC products with both the Carrier and Toshiba trademarks worldwide.

Besides forming a joint venture in Japan, a manufacturing/ production joint venture will be established between Toshiba Carrier Corporation and Carrier in the U.K. and Thailand. Both companies will also set up a marketing and sales joint venture in the U.K., Thailand and Malaysia. These steps will allow Toshiba and Carrier to promote further penetration of their products and brands to the world market.

The alliance embraces four key points;

1. The two companies plan to establish the Toshiba Carrier Corporation, a Japan-based joint venture, with April 1^st, 1999 as a target date. Toshiba Corporation will take a 60 percent stake and Carrier a 40 percent stake. Toshiba's current Air Conditioning Equipment Division, along with Fuji works and the related manufacturing plant in Fuji City, Shizuoka, will be transferred to the new joint venture.

2. Carrier's Japanese subsidiary, Toyo Carrier, and Toshiba's affiliate company, Toshiba Builders Appliance Co., Ltd., and its local operations, will become wholly-owned subsidiaries of Toshiba Carrier Corporation, positioning the joint venture to promote integrated sales and marketing of air-conditioning systems covering the widest breadth of product offerings in the marketplace.

3. Joint venture manufacturing companies will be formed in the U.K. in which Carrier will hold a majority interest, and Thailand in which Carrier and Toshiba Carrier Corporation will own equal interest in the venture. Toshiba's current air-conditioner manufacturing operations in both countries conducted by Toshiba's local subsidiaries will be transferred to these new joint ventures.

   Similarly organized joint ventures for sales and marketing will be established in the U.K., Thailand and Malaysia by transforming Toshiba's current local sales and marketing operations of air conditioning equipment into joint ventures of Carrier and Toshiba Carrier Corporation, with Carrier maintaining a majority interest.

4. Further, Carrier will integrate Toshiba's HVAC-related sales organizations with Carrier's existing operations in countries such as Singapore, Hong Kong, France and Germany. Carrier will complement its current line of products by also promoting Toshiba branded HVAC products globally.