``The third quarter saw a continuation of volume declines for RJR's tobacco business and for the industry as a whole as the market continued to react to increased cigarette prices, which came largely as the result of the settlement agreements with the states' attorneys general,'' said Andrew J. Schindler, chairman and chief executive officer of R.J. Reynolds Tobacco Holdings, Inc. ``Despite the transition, RJR's cash flow remained strong, enabling us to pay our first quarterly dividend of $.775 per share, or $3.10 per share on an annualized basis, on October 1st. We believe this dividend level is both highly attractive and sustainable over the long term,'' Schindler concluded. Third-Quarter Ongoing Results The company reported ongoing net income of $110 million, or $1.01 per diluted share, versus $158 million, or $1.45 per diluted share in the third quarter of 1998, a decrease of 30 percent. Ongoing operating company contribution (operating income before amortization of trademarks and goodwill) was $354 million in the 1999 third quarter, down 17 percent from $424 million for the three months ended September 30, 1998. Cash net income for the quarter was $188 million, as compared to $240 million in the year-ago period, a 22 percent decrease. Ongoing net sales increased 31 percent in the quarter to $1.99 billion versus $1.53 billion in the third quarter of 1998, reflecting higher selling prices although volume was lower. While net sales increased in the quarter, operating company contribution and net income declined due to a number of factors that affected the tobacco company's results. These include discounting and other competitive activity as well as the impact of increased tobacco-related settlement costs, the related unprecedented 1998 and 1999 cigarette price increases totaling $.82 per pack and the resulting decline in consumption and shipment volume. RJR Tobacco's volume, excluding Puerto Rico volume of approximately 400 million units, was 25.5 billion units, down 11.6 percent from 28.9 billion units in the third quarter of 1998. Full-price shipments declined 12.5 percent and savings shipments declined 10.1 percent versus the prior-year period. RJR Tobacco's mix of full-price versus savings brand volume declined slightly to 63.2 percent versus 63.8 percent in the prior-year period, but increased a full percentage point over the second quarter of 1999. Industry shipments declined during the third quarter by 9.3 percent to 111.1 billion units versus 122.5 billion units in the year-ago quarter. Industry full-price shipments were down 10.2 percent in the quarter, and savings brand shipments declined 6.7 percent. Industry mix of full-price versus savings brand volume was 73.2 percent versus 73.9 percent in the comparable 1998 quarter. RJR Tobacco's retail share of market was stable during the three-month reporting period ended August 1999 (the most recent period for which data are available), but was down 1.10 share points year-to-year to 23.92, driven primarily by share losses incurred following the Master Settlement Agreement with the states. RJR Tobacco's goal remains to stabilize, then grow, its investment brands: Camel, Salem, Winston and Doral. Camel's filtered-style share of market was up in August following an eight-month period of stability. In October, Camel launched its ``Pleasure to Burn'' integrated advertising campaign to further strengthen the brand's equity. Salem experienced share of market stability since March, supported by its January 1999 ``It's Not What You Expect'' national repositioning. In addition, Winston's share of market was stable during the most recent three-month reporting period. Due to gains made by deep discount brands, Doral, the number one savings brand, experienced slight market share declines. Additional retail support is being put into place in the fourth quarter to stabilize, then strengthen, Doral's share of market. Nine-Month Ongoing Results Ongoing net income for the nine-month period ended September 30, 1999 of $284 million, or $2.61 per diluted share, compares to $422 million, or $3.88 per diluted share in the year-ago period, representing a decrease of 33 percent. Ongoing operating company contribution was $957 million in the 1999 period, down 19 percent from $1.17 billion for the nine months ended September 30, 1998. Cash net income was $526 million, as compared to $668 million in the year- ago period, a decrease of 21 percent. Ongoing net sales increased 34 percent to $5.59 billion versus $4.16 billion for the first nine months of 1998, reflecting higher selling prices although volume was lower. While net sales increased in the nine-month period, operating company contribution and net income declined due to the combined impact of increased settlement costs, volume declines, discounting and other competitive activity on the tobacco subsidiary. RJR Tobacco's volume of 72.9 billion units, excluding Puerto Rico volume of approximately 1 billion units, in the first nine months of 1999 reflects a decline of 12.8 percent from year-ago volume of 83.6 billion units. Industry volume during the first nine months of the year was 314.8 billion units, down 9.8 percent from 348.9 billion units in the 1998 period. As Reported Results On an ``as reported'' (GAAP) basis, the net loss for the three-month period ended September 30, 1999 was $125 million versus net income of $170 million in the 1998 quarter. Third quarter 1999 results were negatively impacted by adjustments, principally taxes, to the previously announced gain on the sale of Reynolds Tobacco's international tobacco business. Nine-month reported net income was $2.4 billion versus $48 million in the comparable 1998 period. Operating company contribution was $313 million and $894 million in the 1999 three- and nine-month periods, respectively, down 25 and 29 percent from $416 million and $691 million reported in the three- and nine-month periods ended September 30, 1998. As reported net sales increased 30 and 34 percent to $1.99 billion and $5.59 billion for the three and nine months ended September 30, 1999. This compares to $1.53 billion and $4.18 billion in the comparable 1998 periods. Statements included in this news release which are not historical in nature are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements regarding RJR's future performance and financial results are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including, among others, the substantial and increasing regulation and taxation of the cigarette industry; various legal actions, proceedings and claims arising out of the sale, distribution, manufacture, development, advertising, marketing and claimed health effects of cigarettes that are pending or may be instituted against the company; the substantial payment obligations of the company and limitations on the advertising and marketing of cigarettes under various litigation settlement agreements; the recent decline in sales in the domestic cigarette industry; competition from other cigarette makers; and the successful discovery and correction of potential ``Year 2000'' computer sensitive problems by both the company and its key suppliers and customers. R.J. Reynolds Tobacco Holdings, Inc. (``RJR'') is the parent company of R.J. Reynolds Tobacco Company (``RJRT,'' ``RJR Tobacco,'' ``Reynolds Tobacco''). R.J. Reynolds Tobacco Company is the second-largest tobacco company in the United States, manufacturing about one of every four cigarettes sold in the United States. Reynolds Tobacco's product line includes four of the nation's ten best-selling cigarette brands: Winston, Camel, Salem and Doral.

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