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Media Contacts: Yasuhiro Fukagawa, International PR, Tokyo
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  Matsushita Electric Industrial Co., Ltd. (NYSE and PCX symbol : MC) announced that the company has decided at its board of directors meeting held today to integrate its cathode ray tube (CRT) business into Matsushita Toshiba Picture Display Co., Ltd. (New Company), which will be jointly established with Toshiba Corporation (Toshiba), effective April 1, 2003. In January 2003, MT Picture Display Co., Ltd. (Preparatory Company) was established by Matsushita and Toshiba for the purpose of making necessary preparations to integrate the CRT businesses of the two companies into the New Company. As part of such preparations, on March 20, 2003, Matsushita will first divide and transfer its CRT business to the Preparatory Company. Following such division and transfer, Matsushita's CRT business, together with the CRT business that Toshiba will subsequently divide and transfer to the Preparatory Company, will be integrated into the New Company, effective April 1, 2003.

  The basic terms of the business division and subsequent integration are outlined as follows:

1. Objective of business integration

  The objective of the business division and integration is to establish a highly-profitable CRT business structure. This will be accomplished by consolidating both companies' strengths in R&D, manufacturing and sales, thereby achieving efficient management and competitive CRT business operations on a global scale. The New Company will be the third largest TV-use CRT operation in the world. Although the CRT market is somewhat mature, annual growth of between two and three percent (based on units) is forecasted, due to brightness, color and cost performance advantages that the CRT format maintains over plasma display panels and liquid crystal displays.

  The advent of digital broadcasting will heighten the necessity to improve the image quality of display devices. The New Company will differentiate itself through cutting edge technology that provides high-quality images by combining Matsushita's Super Slot Tension mask technology, which helps form uniformly high-quality images and is ideal for large-sized flat screen picture tubes for digital TV receivers, and Toshiba's Microfilter technology, which increases brightness and contrast in CRTs.

  The New Company also brings together the product development capabilities and manufacturing technologies of Matsushita and Toshiba to maintain a competitive position in the global CRT market by sharing and standardizing design methods and manufacturing processes.

  Matsushita and Toshiba will integrate domestic and overseas CRT business operations in the areas of R&D, manufacturing and sales, with the exception of manufacturing operations in Japan.

2.Outline of business division

A.	Schedule
	January 29, 2003 Board resolution to approve business division Signing of business division agreement March 20, 2003 (planned) Date of business division and transfer March 31, 2003 (planned) Date of business division and transfer (Toshiba) April 1, 2003 (planned) New Company inaugurated upon name change of Preparatory Company

B.	Method of business division and transfer
	1)  Method Matsushita will divide a certain part of its business and the Preparatory Company (the succeeding company) will succeed the divided business.   2) Reason for adopting this method This method was chosen because it was determined to be the most efficient means by which to transfer the relevant businesses.

C.

Allotment of shares

1)  Share allotment ratios Upon the business division and transfer by Matsushita, the succeeding company will issue 120,271 new shares of common stock, and allot such shares to Matsushita. Furthermore, upon completion of procedures related to business integration, Matsushita and Toshiba will hold 64.5% and 35.5% shares in the New Company, respectively.   (For the purpose of Matsushita's consolidated financial reporting, which conforms to U.S. GAAP, the equity method will be applied for the New Company. Although the New Company will be autonomously responsible for managing its business, important management decisions will be made upon agreement between Matsushita and Toshiba.)   2) Calculation method for share allotment ratios Matsushita and Toshiba consulted their respective outside financial advisors, separately, regarding the assessment of the overall value of businesses involved in the integration of CRT businesses. Based on such assessment, both companies held negotiations, whereupon Matsushita calculated the number of shares to be allotted to it by the succeeding company in consideration of the value of its CRT business to be divided, as well as the value of assets held, and the number of shares issued, by the succeeding company.

D.	Cash distribution upon business division and transfer   There will be no cash distribution in relation to the business division and transfer.

E.	Rights and obligations to be succeeded   Assets, liabilities, rights and obligations involved in the business to be divided and transferred, which are considered to be mandatory for the succeeding company to operate the business to be succeeded.

F.	Prospects of paying debt obligations   Matsushita believes that both Matsushita and the succeeding company can pay the debt obligations to be incurred as a result of the business division and transfer.

 
3. Basic information for Matsushita and Toshiba (non-consolidated basis)

Trade Name	Matsushita Electric Industrial Co., Ltd. (company to divide a unit)	Toshiba Corporation (company to divide a unit)
Principal Lines of Business	Manufacture and sale of electronic and electric equipment	Manufacture and sale of electronic and electric equipment
Date of Incorporation	December 15, 1935	June 25, 1904
Principal Office	Kadoma-shi, Osaka, Japan	Minato-ku, Tokyo, Japan
Representative	Kunio Nakamura, President	Tadashi Okamura, President
Capital Stock (million yen)	258,738	274,926
Shares Issued	2,138,515,837	3,219,027,165
Shareholders' Equity (million yen)	2,567,709	676,558
Total Assets (million yen)	4,401,440	2,855,366
Annual Financial Closing Date	March 31	March 31
No. of Employees	50,121	43,019
Major Customers	Consumer products-- widely distributed to general public through consumer and household equipment sales networks.Business and industrial equipment and components-- sold mainly to corporations, government agencies and manufacturers through systems and industrial sales networks.	Centered on information technology, including mobile and network technologies; sales of systems, services, equipment, components and content to government and municipal institutions, corporations and individual customers.
Major Shareholders and Shareholdings	Moxley & Co. 5.21% Sumitomo Mitsui Banking Corporation 4.56% Japan Trustee Services Bank (Trust account) 4.35%     Sumitomo Life Insurance 3.58% The Master Trust Bank of Japan (Trust account) 3.28%	Sumitomo Mitsui Banking Corporation 3.88% The Dai-Ichi Mutual Life Insurance Company 3.72% Nippon Life Insurance Company 3.36% Japan Trustee Services Bank (Trust account) 2.52% The Master Trust Bank of Japan (Trust account) 2.18%
Major Banks	Sumitomo Mitsui Banking Corporation, The Asahi Bank, etc	Sumitomo Mitsui Banking Corporation, etc.
Relationship between Matsushita and Toshiba	Capital: None
	Personnel: None
	Transactions: None of note

Note: Amounts less than one million yen have been omitted. (hereinafter the same)
 
 
Financial results for the most recent three fiscal years (non-consolidated basis)

(in millions of yen, except per share amounts)

Matsushita Electric Industrial Co., Ltd. (company to divide a unit) Toshiba Corporation (company to divide a unit) Fiscal Year ended 2000/3 2001/3 2002/3 2000/3 2001/3 2002/3 Net Sales 4,553,223 4,831,866 3,900,790 3,505,338 3,678,977 3,196,896 Operating Profit (Loss) 75,228 76,634 (92,952) 34,324 125,880 (196,752) Recurring Profit (Loss) 113,536 115,494 (42,480) 16,280 95,327 (231,816) Net Income (Loss) 42,349 63,687 (132,410) (244,515) 26,411 (260,332) Net Income (Loss) per Share (in yen) 20.53 30.63 (63.79) (75.96) 8.20 (80.87) Annual Dividends per Share (in yen) 12.50 12.50 10.00 3.00 10.00 0 Shareholders' Equity per Share (in yen) 1,248.31 1,306.37 1,225.39 274.18 286.42 198.57

 
4. Description of the business to be divided from Matsushita
 

A.	Business to be divided   CRT business involving R&D, sales and overseas support conducted by the CRT Business Group (not including the Domestic Manufacturing Management Group) of Display Devices Company, an internal divisional company of Matsushita.

B.	Operating results of the business to be divided for the year ended March 31, 2002   Net sales: Approximately 28,527 million yen

C.	Assets and liabilities of the business to be divided (forecast for March 20, 2003)
	(in millions of yen)
	Assets Liabilities Item Book Value Item Book Value Assets 75,400 Liabilities  7,700 Shareholders' equity 67,700 Total 75,400 Total 75,400

 
5. Basic information for the New Company
 

A.

Outline of New Company (forecast for April 2003)   Trade Name Matsushita Toshiba Picture Display Co., Ltd. Principal Lines of Business Development, manufacturing and sales of CRTs and other display devices. Start of Business April 1, 2003 Principal Office Takatsuki-shi, Osaka, Japan Representative Minoru Ueda, President (slated) Capital Stock (million yen)   10,000   Shares Issued 200,000   Shareholders' Equity (million yen) Approximately   73,000 (consolidated)    Total Assets (million yen) Approximately 160,000 (consolidated) Annual Financial Closing Date March 31 No. of Employees Approximately 15,700 (worldwide) Major Customers and Suppliers Customers -- Matsushita, Toshiba, Mitsubishi Electric Corporation, Sharp Corporation, Victor Company of Japan, Limited Suppliers -- Matsushita, Toshiba Major Shareholders and Shareholdings Matsushita 64.5% Toshiba 35.5% Major Banks Sumitomo Mitsui Banking Corporation, etc. Relationship with Matsushita Capital:  Matsushita 64.5%, Toshiba 35.5% Personnel:  Directors and corporate auditors will be from the parent companies, and employees will also be sent from Matsushita and Toshiba Transactions:  Sale and purchase of finished products, merchandise and materials span style="font-size:120%">Note: On April 1, 2003, MT Picture Display Co., Ltd. (succeeding company) will change its name to Matsushita Toshiba Picture Display Co., Ltd., and begin operations.

B.

Directors and Corporate Auditors of the New Company (as of April 1, 2003)   Title Name President Senior Executive Vice President Senior Managing Director Director Director Director Director Director Director Director Corporate Auditor Corporate Auditor Corporate Auditor Minoru Ueda Eisaburo Hamano (from Matsushita) (from Toshiba)     Tatsuo Tobinaga Masao Morishita Masayuki Nakamoto Takashi Hino Hidetsugu Otsuru (from Matsushita) (from Matsushita) (from Matsushita) (from Matsushita) (from Matsushita)     Taketoshi Shimoma Hisashi Matsuda Tadashi Matsumoto (from Toshiba) (from Toshiba) (from Toshiba)     Tadashi Yamamoto Osamu Oshita (from Matsushita) (from Matsushita)     Kazumasa Uchida (from Toshiba)

 
6. Effects of business division on Matsushita's financial results
 

A.

Information about Matsushita upon business division   1) Trade name: Matsushita Electric Industrial Co., Ltd.       2) Principal lines of busines: Manufacture and sale of electronic and electric equipment       3) Principal office: Kadoma-shi, Osaka, Japan       4) Representative:   Kunio Nakamura, President       5) Capital stock:   No change as a result of this business division       6) Total assets:   Forecasted decrease resulting from business division: approximately 7.7 billion yen       7) Annual Financial closing date:   March 31       8) Effect on financial result:   Matsushita currently expects that the business division will have no significant effect on the company's operating results or financial position.

B.	Forecast of Matsushita's financial results after the business division Matsushita currently plans to announce forecasts for consolidated and parent alone financial results for the fiscal year ending March 31, 2004 in late April 2003.

 
Disclaimer Regarding Forward-Looking Statements
  This press release includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) about Matsushita and its group companies (the Matsushita Group). To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Matsushita Group in light of the information currently available to them, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the Matsushita Group's actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Matsushita undertakes no obligation to publicly update any forward-looking statements after the date of this press release. Investors are advised to consult any further disclosures by Matsushita in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
  The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the United States, Europe, Japan and other Asian countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; currency rate fluctuations, notably between the yen, the U.S. dollar, the euro, Asian currencies and other currencies in which the Matsushita Group operates businesses, or in which assets and liabilities of the Matsushita Group are denominated; the ability of the Matsushita Group to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the ability of the Matsushita Group to realize expected benefits of various restructuring activities in its business and organization currently in progress; the ability of the Matsushita Group to achieve its business objectives through joint ventures and other collaborative agreements with other companies; the ability of the Matsushita Group to maintain competitive strength in many product and geographical areas; any changes in the Matsushita Group's financial and operational position or business environment due to its business restructuring; current and potential, direct and indirect trade restrictions imposed by other countries; and fluctuations in market prices of securities and other assets in which the Matsushita Group has holdings; as well as future changes or revisions to accounting policies or accounting rules.