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Notice regarding Financing Transaction

19/11/2017

TOKYO - Toshiba Corporation (TOKYO:6502) (Toshiba), as approved at its Board of Directors today, has decided to proceed with a financing transaction (the Financing) expected to close on December 5, 2017.

The proceeds from the Financing will be used to offer to make full payment of parent company guarantee related to nuclear power construction project of Westinghouse Electric Company LLC (Westinghouse). By obtaining funds necessary to offer to make early payment of the parent company guarantee and settling the obligations to creditors, Toshiba can obtain the right against Westinghouse to demand reimbursement of the amount paid by Toshiba. Toshiba intends to sell its claims, including reimbursement, against Westinghouse and interests held by it related to Westinghouse to a third party. If such sale is successfully made, Toshiba is expected to be able to significantly reduce its internal resources it had to allocate to the rehabilitation proceedings of Westinghouse and focus its internal resources on its new businesses after the sale of the Memory Business.

In addition to the above, Toshiba is expected to be able to avoid currency fluctuation risk related to the maximum amount of the parent company guarantee specified in US dollar by making full payment of the parent company guarantee.

Further, if the sale of the claims, including reimbursement, against Westinghouse and interests related to Westinghouse is completed by the end of March 2018, Toshiba is expected to be able to reduce the tax impact recorded as a result of the value of the memory business having been determined, and at least approximately JPY 240 billion will contribute to further enhancing Toshiba's capital base.

If the Financing successfully completes and the claims against Westinghouse and interests related to Westinghouse are sold, it is expected that JPY 750 billion of negative consolidated balance sheet (i.e., liabilities in excess of assets) will be remedied as of the end of March 31, 2018 and thereby Toshiba's pressing challenge will be resolved. After the closing of the transfer of the Memory Business, Toshiba will consider appropriate measures to return to shareholders while considering Toshiba group's financial situation, business risks and other factors.

The Financing, full payment of the parent company guarantee, and the sale of the claims against Westinghouse and the interests related to Westinghouse will contribute to improve and strengthen Toshiba's financial situation and enhance its cash balance. The detail of the impact on Toshiba's financial results is under review.

The successful completion of the Financing will remedy a negative consolidated balance sheet and enable Toshiba to avoid the delisting of its shares, both of which have been pressing challenges of Toshiba. Subsequently, Toshiba group, as the new Toshiba, will focus on four business domains, Social Infrastructure as a core, along with Energy, Electronic Devices and Digital Solutions. Toshiba will pursue to strengthen its revenue base and achieve stable growth in each business domain and to recover its diminished financial base.

In connection with the Financing, no securities will be or have been registered under the United States Securities Act of 1933, as amended, and may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration, or qualification under the securities laws of any such jurisdiction. This announcement contains forward-looking statements concerning future plans, strategies and the performance of Toshiba Group. These forward-looking statements are not historical facts, rather they are based on management's assumptions and beliefs in light of the economic, financial and other data currently available. Since Toshiba Group promotes business in various market environments in many countries and regions, its activities are subject to a number of risks and uncertainties that, without limitation, relate to economic conditions, worldwide mega-competition in the electronics business, customer demand, foreign currency exchange rates, tax rules, regulations and other factors. Toshiba therefore wishes to caution readers that actual results might differ materially from our expectations
LINK: http://www.toshiba.co.jp/about/press/2017_11/pr1902.htm...
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