RJ REYNOLDS TOBACCO HOLDINGS INC, 10-K, 2000-03-08

RJ REYNOLDS TOBACCO HOLDINGS INC
10-K, 2000-03-08
CIGARETTES

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 1-6388
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R.J. REYNOLDS TOBACCO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

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DELAWARE 56-0950247
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
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401 NORTH MAIN STREET
WINSTON-SALEM, NC 27102-2866
(Address of principal executive offices) (Zip Code)

(336) 741-5500
(Registrant's telephone number, including area code)

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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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NAME OF EACH NAME OF EACH
EXCHANGE ON WHICH EXCHANGE ON WHICH
TITLE OF EACH CLASS REGISTERED TITLE OF EACH CLASS REGISTERED
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Common Stock, par value $.01 per 8 3/4% Senior Notes due April 15,
share New York 2004 New York
8% Notes due July 15, 2001 New York 8 3/4% Notes due August 15, 2005 New York
8 5/8% Notes due December 1, 2002 New York 8 3/4% Notes due July 15, 2007 New York
9 1/4% Debentures due August 15,
7 5/8% Notes due September 15, 2003 New York 2013 New York
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of voting stock held by non-affiliates of R.J.
Reynolds Tobacco Holdings, Inc. on February 23, 2000 was approximately $1.9
billion, based on 103,325,963 shares at the closing price of $18.75. Certain
directors of R.J. Reynolds Tobacco Holdings, Inc. are considered affiliates for
purposes of this calculation but should not necessarily be deemed affiliates for
any other purpose.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: February 23, 2000:
103,907,395 shares of common stock, par value $.01 per share.
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DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Definitive Proxy Statement of R.J. Reynolds Tobacco
Holdings, Inc. to be filed with the Securities and Exchange Commission pursuant
to Regulation 14A of the Securities Exchange Act of 1934 on or prior to March
30, 2000 are incorporated by reference into Part III of this report.
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INDEX

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PAGE
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PART I
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 15
Item 3. Legal Proceedings........................................... 15
Item 4. Submission of Matters to a Vote of Security Holders......... 15
Executive Officers of the Registrant........................ 16

PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 18
Item 6. Selected Financial Data..................................... 19
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 20
Item 7a. Quantitative and Qualitative Disclosures about Market
Risk...................................................... 31
Item 8. Financial Statements and Supplementary Data................. 32
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 68

PART III
Item 10. Directors and Executive Officers of the Registrant.......... 68
Item 11. Executive Compensation...................................... 68
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................ 68
Item 13. Certain Relationships and Related Transactions.............. 68

PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K....................................................... 68
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PART I

ITEM 1. BUSINESS

R.J. Reynolds Tobacco Holdings, Inc., formerly known as RJR Nabisco, Inc.
was incorporated as a holding company in 1970, and is listed on the NYSE as RJR.
RJR owns 100% of the stock of its operating subsidiary, R. J. Reynolds Tobacco
Company. RJR Tobacco operates in one industry segment and is the second largest
cigarette manufacturer in the United States. RJR Tobacco's largest selling
cigarette brands, DORAL, CAMEL, WINSTON and SALEM were four of the top ten,
best-selling brands of cigarettes in the United States in 1999. Those brands,
and its other brands, including VANTAGE, MORE, NOW, MONARCH, BEST VALUE and
CENTURY, are manufactured in a variety of styles and marketed in the United
States to meet a range of smoker preferences.

During 1999, RJR and Nabisco Group Holdings Corp., referred to as NGH,
completed a series of transactions to reorganize their businesses and capital
structures. The principal transactions included:

- On March 9, 1999, RJR and RJR Tobacco entered into a definitive
agreement to sell the international tobacco business for approximately
$8 billion, net of the assumption of approximately $200 million of net
debt, to Japan Tobacco Inc.;

- On May 7, 1999, RJR entered into a $1.235 billion revolving credit
facility, effective May 18, 1999, with a syndicate of commercial banks.
RJR Tobacco has guaranteed RJR's obligations under that credit facility;

- On May 12, 1999, RJR and RJR Tobacco substantially completed the sale of
the international tobacco business. As a result of this sale, RJR
Tobacco's only cigarette market is the United States and its
territories, commonwealths, protectorates and possessions;

- On May 18, 1999, RJR used a portion of the net proceeds from the
international tobacco sale to repurchase approximately $4 billion of
public debt;

- On May 18, 1999, RJR transferred its 80.5% interest in Nabisco Holdings
Corp., referred to as Nabisco, together with approximately $1.6 billion
in cash proceeds from the international tobacco sale, to NGH through a
merger transaction that is intended to be tax-free;

- On May 18, 1999, RJR completed a private placement offering of $1.25
billion in debt securities. RJR Tobacco has guaranteed RJR's obligations
under the debt securities;

- On June 14, 1999, NGH distributed all of the outstanding RJR common
stock to NGH common stockholders in a spin-off transaction that is
intended to be tax-free for U.S. federal income tax purposes; and

- On July 16, 1999, RJR filed a registration statement, which became
effective October 8, 1999, for notes issued in exchange for the $1.25
billion of private placement notes. The exchange was substantially
completed in November 1999.

INDUSTRY OVERVIEW

U.S. cigarette shipments decreased at a compound annual rate of 1.6% from
1987 through 1997. In 1998, industry shipments declined 4.6% to 460.8 billion
units, and in 1999, declined 9.0% to 419.4 billion units, primarily as a result
of substantial settlement-related price increases and higher state sales and
excise taxes. From January 1998 to December 1999, wholesale cigarette prices
increased $.82 per pack primarily to satisfy payment obligations under the
Master Settlement Agreement with state attorneys general and other state
settlement costs. For more discussion of tobacco litigation and the MSA, see
"-- Tobacco Litigation Affecting the Cigarette Industry," "-- Environmental
Matters," "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Governmental Activity" in Item 7, note 12 to the
consolidated financial statements and Exhibit 99.1 to this report.

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COMPETITION

The U.S. market in which RJR Tobacco operates is highly competitive, with
several large participants. Based on data collected by an independent market
research firm during 1999, 1998 and 1997, Philip Morris, Inc. had an overall
share of retail consumer cigarette sales of 49.30%, 48.59% and 47.70%,
respectively. During these same periods, RJR Tobacco had an overall share of
24.12%, 25.17% and 25.41%, and the remaining participants held lesser shares.
Competition is primarily based on brand and packaging recognition, brand
loyalty, retail display and promotion, quality and price. Substantial
advertising, merchandising display and promotional expenditures, including
discounting, are necessary to maintain or improve a brand's market position or
to introduce a new brand.

Anti-smoking groups have undertaken activities designed to inhibit
cigarette sales, the form and content of cigarette advertising and the testing
and introduction of new cigarette products. In addition, the MSA contains
provisions restricting the marketing of cigarettes. See "-- Litigation Affecting
the Cigarette Industry" for more discussion of the MSA.

Because television and radio advertising for cigarettes is prohibited in
the United States and brand loyalty has tended to be higher in the cigarette
industry than in other consumer product industries, established cigarette brands
in the United States have a competitive advantage. RJR Tobacco has repositioned
or introduced brands designed to appeal to adult smokers of its competitive
cigarette brands in the United States, but there can be no assurance that such
efforts will be successful. See "-- Marketing" for more discussion of RJR
Tobacco's marketing efforts.

Increased selling prices and higher taxes on cigarettes have created
additional price sensitivity among consumers. This sensitivity has resulted in
increased competitive discounting and the proliferation of deep-discount brands
from manufacturers not yet subject to the MSA and other state settlement
payments.

STRATEGY

RJR's objectives are to:

- Stabilize, then grow, earnings and cash flow;

- Deliver an attractive return to its stockholders, including meaningful
and sustainable dividends; and

- Stabilize, then grow, share of market for RJR Tobacco's four key
investment brands: CAMEL, WINSTON, SALEM and DORAL.

MARKETING

RJR Tobacco is committed to providing unique products and increased value
to its adult smoking consumers. RJR Tobacco's marketing programs are designed to
strengthen its brands' image, build brand awareness and brand loyalty among
current adult smokers, attract adult smokers of competing brands and increase
market share. RJR Tobacco's focus is on its four investment brands, which
represent over 80% of its volume and its share of market.

Regarding these investment brands, CAMEL continued to be a strong
competitor, backed by its new "Pleasure to Burn" advertising campaign and
related promotional events launched in 1999. WINSTON continued to leverage its
"No Bull" positioning that was launched in mid-1997. In January 1999, RJR
Tobacco launched nationally the SALEM "It's not what you expect" repositioning
effort, after test marketing in 1998. SALEM's repositioning is concentrated in
markets where the full-price menthol category is strong. During 1999, DORAL, the
industry's leading savings brand, continued to build on its "Imagine Getting
More" campaign introduced in September 1998.

RJR Tobacco believes it is essential to compete in all categories of the
cigarette market, and in addition to its investment brands, offers other
full-price and savings brand alternatives. Additional full-price brands include
VANTAGE, MORE and NOW. Other savings brands include MONARCH, BEST VALUE,

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CENTURY and various private label brands that are intended to appeal to more
cost-conscious adult smokers.

RJR Tobacco is committed to new product development, product-line
extensions and brand repositioning as sources of growth. RJR Tobacco continues
to test market ECLIPSE, a cigarette that primarily heats rather than burns
tobacco, greatly reducing second-hand smoke, while leaving no ashes, stains or
lingering odor.

As a result of the MSA, RJR Tobacco has agreed, along with the other major
cigarette manufacturers, to discontinue the use of billboard advertising and
certain other marketing and promotional tools. RJR Tobacco has advertised, and
continues to advertise, in magazines that are read primarily by adults, through
direct mailings to age-verified adult smokers and through other means. In
addition, RJR Tobacco will continue to advertise and promote at retail cigarette
locations and in other adult venues where permitted by law.

MANUFACTURING AND DISTRIBUTION

RJR Tobacco manufactures cigarettes at its Tobaccoville and Whitaker Park
plants in the Winston-Salem, North Carolina area, both of which it owns.
Tobaccoville is a two-million-square-foot facility constructed in 1985. The
Whitaker Park complex includes a one and one-half-million-square-foot plant, RJR
Tobacco's Central Distribution Center and a pilot plant for trial manufacturing
of new products. RJR Tobacco has a production capacity of approximately 150
billion cigarettes per year, and believes its cigarette manufacturing facilities
are among the most technologically advanced in the United States.

RJR Tobacco sells cigarettes primarily to distributors and wholesalers and
to certain large retail stores. Most of RJR Tobacco's customers buy on a spot
basis rather than under long-term agreements. RJR Tobacco distributes its
cigarettes primarily to public warehouses located throughout the United States
that serve as local distribution centers for its customers. No significant
backlog of orders existed at December 31, 1999 or 1998.

During 1999, 1998 and 1997, sales made to McLane Company, Inc. and its
affiliate, Wal-Mart, comprised approximately 17.0%, 16.0%, and 16.5%,
respectively, of RJR's revenue. No other customer accounted for 10% or more of
RJR's revenue during those years.

RAW MATERIALS

In its production of cigarettes, RJR Tobacco primarily uses burley and
flue-cured leaf tobaccos that have been purchased at domestic auction. RJR
Tobacco has begun contracting directly with tobacco growers to obtain flue-cured
tobacco with reduced tobacco-specific nitrosamines. RJR Tobacco also purchases
oriental tobaccos, grown primarily in Turkey and Greece, and certain other
non-domestic tobaccos and believes there is a sufficient supply in the worldwide
tobacco market to satisfy its current production requirements.

Tobacco leaf is an agricultural commodity subject in the United States to
government production controls and price supports that can affect market prices
substantially. The tobacco leaf price-support program is subject to
Congressional review and may be changed at any time. In December 1994, Congress
enacted the Uruguay Round Agreements Act to replace a domestic content
requirement with a tariff rate quota system that keys tariffs to import volumes.
The tariff rate quotas have been established by the United States with overseas
tobacco producers and became effective on September 13, 1995.

RESEARCH AND DEVELOPMENT

RJR Tobacco's research and development activities are located in its
technologically-advanced Bowman Gray Technical Center in Whitaker Park.
Scientists and engineers continue to create more efficient methods of preparing
tobacco blends, new products and packaging, as well as product enhancements and
packaging that differentiate WINSTON, SALEM, CAMEL, DORAL and other RJR Tobacco
brands from the competition. RJR Tobacco has developed a simple, practical way
to reduce tobacco-specific nitrosamines, or TSNAs, by approximately 90% in
flue-cured tobacco, and expects to switch to low-TSNA flue-cured tobacco in its
cigarette blends as soon as reasonably possible. See note 19 to the consolidated
financial statements for additional information.
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INTELLECTUAL PROPERTY

RJR Tobacco owns numerous trademarks, including the brand names of its
cigarettes and their distinctive packaging and display. Also, RJR Tobacco
considers the blends of tobacco that make each of its brands distinctive to be
trade secrets. These trade secrets generally are not patented, although certain
of RJR Tobacco's manufacturing processes are patented.

In connection with the sale of the international tobacco business, RJR
Tobacco sold certain of its trademarks and patents outside the United States.

All of RJR Tobacco's material trademarks are registered with the U.S.
Patent and Trademark Office. Rights in these trademarks in the United States
will last as long as RJR Tobacco continues to use the trademarks.

LEGISLATION AND OTHER MATTERS AFFECTING THE CIGARETTE INDUSTRY

The tobacco business is subject to a wide range of laws and regulations
regarding the advertising, sale, taxation and use of tobacco products imposed by
local, state, federal and foreign governments. In addition, in 2000 the U.S.
Congress is likely to consider legislation regarding increases in the federal
excise tax and regulation of cigarette manufacturing and sale by the U.S. Food &
Drug Administration. In his budget submitted to Congress in February 2000,
President Clinton included a $.25 per pack increase in the federal excise tax
and an acceleration of the $.05 increase from January 2002 to October 2000.
Also, he included a provision requiring the tobacco industry to pay the federal
government an additional $3,000 for every underage smoker if the smoking rate
among teenagers fails to decline by at least 50% by 2004. For a discussion of
the regulatory and legislative environment applicable to the cigarette business,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Governmental Activity" in Item 7.

LITIGATION AFFECTING THE CIGARETTE INDUSTRY

Overview. Various legal actions, proceedings and claims, including legal
actions claiming that lung cancer and other diseases as well as addiction have
resulted from the use of or exposure to RJR Tobacco's products, are pending or
may be instituted against RJR or its affiliates, including RJR Tobacco, or
indemnitees. During 1999, 147 new actions were served against RJR Tobacco and/or
its affiliates or indemnitees, and 273 actions were dismissed or otherwise
resolved in favor of RJR Tobacco and/or its affiliates or indemnitees without
trial. On December 31, 1999, there were 541 cases pending, as compared with 664
on December 31, 1998, 516 on December 31, 1997, and 234 on December 31, 1996. As
of February 23, 2000, 539 cases were pending against RJR Tobacco and/or its
affiliates or indemnitees: 538 in the United States and one in the Marshall
Islands. The U.S. case number does not include 501 Broin II cases, which are
discussed below.

The U.S. cases, exclusive of the 501 Broin II cases, are pending in 41 U.S.
states and the District of Columbia. The breakdown is as follows: 109 in West
Virginia; 103 in New York; 43 in Massachusetts; 40 in Florida; 38 in California;
28 in Louisiana; 18 in each of Texas and the District of Columbia; 10 in
Alabama; 9 in each of Iowa, New Mexico and Pennsylvania; 8 in each of Illinois,
Mississippi and New Jersey; 7 in each of Ohio and Tennessee; 6 in Minnesota; 5
in Nevada; 4 in each of Indiana, Michigan and Missouri; 3 in each of Arkansas,
Georgia, North Carolina, North Dakota, Oklahoma, South Dakota and Wisconsin; 2
in each of Arizona, Connecticut, Hawaii, Maryland, New Hampshire, Rhode Island,
South Carolina, Utah and Washington; and 1 in each of Colorado, Kansas, Kentucky
and Maine. Of the 538 active U.S. cases, 146 are pending in federal court, 387
in state court and 5 in tribal court. Most of these cases were brought by
individual plaintiffs, but many other cases seek recovery on behalf of third
parties or large classes of claimants.

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are specifically pleaded in a number of cases, in addition to compensatory and
other damages. Six of the 538 active cases in the United States, plus the 501
Broin II cases, involve alleged non-smokers claiming injuries resulting from
exposure to environmental tobacco smoke. Forty-five cases purport to be class
actions on behalf of thousands of individuals. Purported classes include
individuals claiming to be addicted to cigarettes, individuals and their estates
claiming illness and death from cigarette smoking, persons making claims based
on alleged exposure to environmental tobacco smoke, African-American smokers
claiming their civil rights have been violated by the sale of menthol
cigarettes, purchasers of cigarettes claiming to have been defrauded and seeking
to recover their costs, and Blue Cross and Blue Shield subscribers seeking
reimbursement for premiums paid. Approximately 65 cases seek recovery of the
cost of Medicaid payments or other health-related costs paid for treatment of
individuals suffering from diseases or conditions allegedly related to tobacco
use. Nine, brought by entities administering asbestos liability, seek
contribution for the costs of settlements and judgments.

Defenses. The defenses raised by RJR Tobacco and/or its affiliates,
including RJR, where applicable, include preemption by the Federal Cigarette
Labeling and Advertising Act of some or all such claims arising after 1969, the
lack of any defect in the product, assumption of the risk, contributory or
comparative fault, lack of proximate cause and statutes of limitations or
repose. RJR has asserted additional defenses, including jurisdictional defenses,
in many of these cases in which it is named.

Industry Trial Results. Juries have found for plaintiffs in nine smoking
and health cases in which RJR Tobacco was not a defendant, although, to date, no
damages have been paid and most of the verdicts have been overturned on appeal.
Most recently, on November 1, 1999, the Florida Supreme Court heard the
plaintiff's appeal in Carter v. Brown & Williamson Tobacco Corp., a case in
which a Florida Appeal Court had reversed a jury's 1996 verdict in favor of the
plaintiff in the amount of $750,000. In another Florida case, Widdick v. Brown &
Williamson Tobacco Corp., a Florida Court of Appeal on January 29, 1999,
reversed a jury verdict in favor of the plaintiff in the amount of approximately
$1 million in compensatory and punitive damages and ordered a new trial in a
different location. On February 9-10, 1999, in Henley v. Philip Morris, Inc., a
San Francisco state court jury awarded an individual smoker $1.5 million in
compensatory damages and $50 million in punitive damages. On April 16, 1999, the
trial judge reduced the punitive damages award to $25 million, but otherwise
denied Philip Morris' motions. Philip Morris is appealing the verdict. On March
30, 1999, in Williams v. Philip Morris, Inc., an Oregon state court jury
returned a verdict against Philip Morris in the amount of $800,000 in actual
damages, $21,500 in medical expenses and $79 million in punitive damages.
Although the judge in this case reduced the punitive damages to $32 million,
Philip Morris is appealing this verdict as well. In the most recent verdict in a
non-RJR Tobacco individual case, Steele v. Brown & Williamson Tobacco Corp., a
jury in Missouri federal court found on May 13, 1999 that Brown & Williamson was
not liable for the death of the plaintiff.

RJR Tobacco ultimately has prevailed in every individual case that has gone
to trial. Most recently, on May 10, 1999, in Newcomb v. R. J. Reynolds Tobacco
Co., one of three individual cases consolidated for trial in Tennessee state
court, the jury refused to award damages against RJR Tobacco and Brown &
Williamson. The same jury found that the tobacco company defendants in the other
two cases were not liable. On June 2, 1999, in an environmental tobacco smoke
case, Butler v. Philip Morris Co., Inc., the jury returned a defense verdict. On
July 9, 1999, a Louisiana state court jury found in favor of RJR Tobacco and
Brown & Williamson, in an individual smoker case, Gilboy v. American Tobacco Co.

Broin II Cases. Numerous lawsuits have been filed (mostly in Florida) by
flight attendants for personal injury as a result of illness allegedly caused by
exposure to secondhand tobacco smoke in airline cabins (the "Broin II cases").
These lawsuits follow the resolution of the Broin class action, under which
settlement agreement the industry agreed to contribute to a fund to research
secondhand smoke issues, and further agreed that individual lawsuits might be
brought on behalf of any or all of the Broin class members. In these lawsuits,
each individual flight attendant will be required to prove that he or she has a
disease caused by exposure to secondhand smoke in airplane cabins, and that they
are legally entitled to recover damages from one or more United States cigarette
manufacturers, including RJR Tobacco. As of February 23, 2000, 502 such suits
have been served upon RJR Tobacco. One of these cases, however, was voluntarily
dismissed on February 8, 2000.

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Class-Action Suits. In May 1996, in an early class-action case, Castano v.
American Tobacco Co., the Fifth Circuit Court of Appeals overturned the
certification of a nationwide class of persons whose claims related to alleged
addiction to tobacco. Since this ruling by the Fifth Circuit, most class-action
suits have sought certification of statewide, rather than nationwide, classes.

Class-action suits based on claims similar to those asserted in Castano
have been brought against RJR Tobacco, and in some cases RJR, in state and, in a
few instances, federal courts in Alabama, Arkansas, California, the District of
Columbia, Florida, Hawaii, Illinois, Indiana, Iowa, Louisiana, Maryland,
Massachusetts, Michigan, Minnesota, Missouri, New Mexico, Nevada, New Jersey,
New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina,
Tennessee, Texas, Utah, Virginia and West Virginia. In addition, a class action
filed in Tennessee seeks reimbursement of Blue Cross and Blue Shield premiums
paid by subscribers throughout the United States, and class-action suits against
RJR Tobacco in New Jersey, Pennsylvania and Ohio claim that the marketing of
"lights" and "ultralight" cigarettes is deceptive. Plaintiffs have made similar
claims in other lawsuits elsewhere. Other types of class-action suits also have
been filed in additional jurisdictions. Most of these suits assert claims on
behalf of classes of individuals who claim to be addicted, injured, or put at
greater risk of injury by the use of tobacco or exposure to environmental
tobacco smoke, or are the legal survivors of those persons.

Few class-action complaints have been certified, or if certified, have
survived on appeal. On May 17, 1999, the U.S. Supreme Court declined to review a
circuit court decision upholding the denial of class certification in a
Pennsylvania medical monitoring case, Barnes v. American Tobacco Co. On April
12, 1999, in Chamberlain v. American Tobacco Co., a federal district court in
Ohio refused to certify a class of "nicotine-dependent" Ohio residents. On April
13, 1999, in Avallone v. American Tobacco Co., a state court judge in New Jersey
refused to certify a class of casino workers exposed to environmental tobacco
smoke. On June 21, 1999, in Geiger v. American Tobacco Co., a New York state
court refused to certify a class of New York state residents who were alleged to
have contracted lung and throat cancer as a result of cigarette smoking. On June
29, 1999, in Clay v. American Tobacco Co., a federal district court in Illinois
refused to certify a class of persons in 46 states who, "as children, purchased
and smoked cigarettes designed, manufactured, promoted or sold by the
defendants." On July 21, 1999, in Hansen v. American Tobacco Co., a federal
district court in Arkansas refused to certify an Arkansas state-wide class
consisting of smokers claiming to have tobacco-related disease. On July 23,
1999, in Reed v. Philip Morris, Inc., a District of Columbia superior court
judge entered an opinion and order refusing to certify as a class residents of
the District of Columbia claiming to have tobacco-related disease. On September
21, 1999, a federal district court judge in Pennsylvania dismissed the Brown v.
Philip Morris, Inc. complaint. This suit alleged, among other things, violations
of plaintiffs' civil rights in the marketing and sale of menthol cigarettes. On
October 26, 1999, the New York Court of Appeals affirmed a ruling by a lower
court decertifying five smoker class actions, including Hoskins v. R. J.
Reynolds Tobacco Co., and dismissing each case. On November 22, 1999, in
Thompson v. American Tobacco Co., a federal district court refused to certify a
class seeking smoking cessation and medical monitoring programs for smokers and
former smokers in Minnesota. Finally, on January 10, 2000, in Taylor v. American
Tobacco Co., a state court judge in Michigan denied certification of another
smoker class action.

A Maryland state court in Richardson v. Philip Morris, Inc. granted class
certification in 1998. The Maryland Court of Appeals is reviewing that decision.
In addition, on November 5, 1998, a Louisiana state appeals court affirmed the
certification of a medical monitoring and/or smoking cessation class of
Louisiana residents who were smokers on or before May 24, 1996 (Scott v.
American Tobacco Co.). On February 26, 1999, the Louisiana Supreme Court denied
the defendants' petition for writ of certiorari and/or review. Finally,
defendants, including RJR Tobacco, settled another class-action suit, Broin v.
Philip Morris, Inc., in October 1997. The Florida Court of Appeal denied
challenges to this settlement on March 24, 1999, and subsequently denied motions
to reconsider. On September 7, 1999, the Florida Supreme Court dismissed all
proceedings, and the settlement and judgment became final.

RJR Tobacco and the other cigarette manufacturer defendants in the initial
phase, which included common issues related to certain elements of liability,
general causation and a potential award of or entitlement to punitive damages.
The second phase of the trial, which currently consists of the claims of three
of the named class representatives, began on November 1, 1999. In addition, the
trial court has ordered that the jury shall determine punitive damages, if any,
on a class-wide basis if there is a finding of liability in any of the three
cases being tried in phase two. RJR Tobacco and certain other defendants
appealed this order to the Florida Third District Court of Appeal, which left
the order intact. On October 29, 1999, RJR Tobacco and certain other defendants
filed a petition asking the Florida Supreme Court to review the appropriateness
of determining punitive damages on a class-wide basis. On November 3, 1999, the
Florida Supreme Court agreed to address the issue and asked for further briefing
by the parties. On December 27, 1999, the Florida Supreme Court decided not to
review that issue at this time. The third phase will address all other class
members' claims in individual trials before separate juries.

Compensatory damages, if any, would not have to be paid to any plaintiff
until the end of his or her trial and the appellate process. As currently
structured, punitive damages, if any, will not be awarded to any individual
plaintiff until the completion of both the second and third phases of Engle. RJR
Tobacco does not believe it would be necessary to post bond to stay execution of
any judgment awarding punitive damages until a judgment is entered awarding
punitive damages to an individual plaintiff. However, in a worst case scenario,
at the end of the second phase, the court could enter a judgment for punitive
damages on behalf of the entire class in an amount not capable of being bonded,
resulting in the possible execution of the judgment before it could be reviewed
on appeal. RJR Tobacco believes that the entry of a judgment for punitive
damages on behalf of the entire class would be contrary to U.S. and Florida law
and will take all appropriate actions to prevent this scenario from occurring.

Governmental Health-Care Cost Recovery Cases. In June 1994, the
Mississippi attorney general brought an action, Moore v. American Tobacco Co.,
against various industry members, including RJR Tobacco. This case was brought
on behalf of the state to recover state funds paid for health care and medical
and other assistance to state citizens suffering from diseases and conditions
allegedly related to tobacco use. By making the state the plaintiff in the case
and basing its claims on economic loss rather than personal injury, the state
sought to avoid the defenses otherwise available against an individual
plaintiff. Following the filing of the Moore case, most other states, through
their attorneys' general and/or other state agencies, sued RJR Tobacco and other
U.S. cigarette manufacturers based on similar theories. The cigarette
manufacturer defendants, including RJR Tobacco, settled the first four of these
cases scheduled to come to trial, those of Mississippi, Florida, Texas and
Minnesota, by separate agreements between each state and those manufacturers in
each case.

On November 23, 1998, the major U.S. cigarette manufacturers, including RJR
Tobacco, entered into the Master Settlement Agreement with attorneys general
representing the remaining 46 states, the District of Columbia, Puerto Rico,
Guam, the Virgin Islands, American Samoa and the Northern Marianas. The MSA
became effective on November 12, 1999, when final approval of the settlement was
achieved in 80% of the settling jurisdictions. As of February 23, 2000, final
approval was achieved in 46 settling jurisdictions. The MSA settled all the
health-care cost recovery actions brought by the settling jurisdictions and
contains releases of various additional present and future claims.

In each state where final approval has been obtained, the MSA released RJR
Tobacco and several of its indemnitees and RJR from: (1) all claims of the
settling states, and their respective political subdivisions and other
recipients of state health-care funds, relating to past conduct arising out of
the use, sale, distribution, manufacture, development, advertising, marketing or
health effects of, the exposure to, or research, statements or warnings about,
tobacco products; and (2) all monetary claims relating to future conduct arising
out of the use of, or exposure to, tobacco products that have been manufactured
in the ordinary course of business.

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<PAGE> 10

additional industry payments of $861 million are due annually beginning in
April 2008. All payments are to be allocated among the companies on the
basis of relative market share and most are subject to adjustments for
changes in sales volume units, inflation and other factors.

The tobacco companies also agreed to (a) make a one-time payment of
$50 million on March 31, 1999 to establish a fund for enforcement of the
MSA and laws relating to tobacco products and (b) fund activities of the
National Association of Attorneys General relating to the MSA at the cost
of $150,000 per year for ten years.

In addition, the MSA calls for the creation of a national foundation
that would establish public education and other programs, and conduct or
sponsor research to, reduce youth smoking; and to understand, and educate
the public about, diseases associated with tobacco-product use. The tobacco
companies agreed to fund the foundation with (1) 10 annual payments of $25
million, which began on March 31, 1999, (2) further payments of $250
million on March 31, 1999 and $300 million annually thereafter for four
years and (3) additional annual payments of $300 million beginning in 2004
if, during the year preceding the year when payment is due, participating
manufacturers collectively accounted for at least 99.05% of the cigarette
market. Each of these payments is to be allocated among the companies on
the basis of relative market share. Other than the $25 million annual
payments and the $250 million payment made on March 31, 1999, the payments
for the foundation are subject to adjustments for changes in sales volume
units, inflation and other factors.

The manufacturers also agreed to pay the litigation costs, including
government attorneys' fees, of the offices of the attorneys general
relating to the settled cases and, subject to certain quarterly and annual
payment caps, the costs and fees of outside counsel to the jurisdictions.
Outside counsel fees are to be determined either by arbitration or in
accordance with a negotiated fee procedure. Awards determined by
arbitration will be paid subject to an aggregate annual cap on arbitrated
attorneys' fees for all these and certain other settled cases of $500
million. Fees set by the negotiated fee procedure would be subject to an
annual cap of $250 million, and will not exceed a total of $1.25 billion.
As of February 23, 2000, awards determined by arbitration totaled $9.9
billion, and awards determined in accordance with a negotiated fee
procedure totaled approximately $598 million. Reimbursement of costs is
capped at $150 million for litigation costs, including government
attorneys' fees, of the attorneys' general offices and at $75 million
annually for outside counsels' costs. Payments for attorneys' fees and
costs are to be allocated on a market-share basis.

The payments made by RJR Tobacco pursuant to all existing tobacco
litigation settlement agreements, including the MSA and four individual
state settlements, aggregated approximately $1.6 billion in 1999 which were
primarily funded through price increases. RJR Tobacco estimates its
payments to exceed $2.2 billion in 2000 and to exceed $2.0 billion per year
in future years. However, these payments will be subject to adjustments
based upon, among other things, the volume of cigarettes sold by RJR
Tobacco, RJR Tobacco's market share and inflation.

- Growers' Trust. As part of the MSA, the tobacco companies agreed to
work with U.S. tobacco growers to address the possible adverse economic
impact of the MSA on growers. As a result, RJR Tobacco and the three other
major manufacturers agreed to participate in funding a $5.2 billion trust
fund to be administered by a trustee, in conjunction with a certification
entity from each of the tobacco-growing states. The trust agreement
provides for a schedule of aggregate annual payments, subject to various
adjustments, that are payable in quarterly installments each year for a
period of twelve years, beginning in 1999, and ending in 2010. The
aggregate annual payment by all participating manufacturers is adjusted
each year for inflation and any change in the total domestic cigarette
volume of all participating manufacturers. In general, the annual payment
by each participating manufacturer, including RJR Tobacco, is based on each
manufacturer's relative market share of total domestic cigarette shipments
during the preceding calendar year. Each manufacturer's annual payment is
also subject to a tax-offset adjustment, as well as additional adjustment
if a tobacco-growing state is unable to obtain final approval of the MSA.

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<PAGE> 11

- Other Master Settlement Agreement Obligations. The MSA also
contains provisions restricting the marketing of cigarettes. Among these
are restrictions or prohibitions on the use of cartoon characters, brand
name sponsorships, brand name non-tobacco products, outdoor and transit
brand advertising, payments for product placement, free sampling and
lobbying. The MSA also required the dissolution of three industry-sponsored
research and advocacy organizations.

On April 20, 1999, the Canadian Province of British Columbia brought a
case, similar to the U.S. attorneys' general cases, against RJR Tobacco and
other Canadian and U.S. tobacco companies and their parent companies, including
RJR, in British Columbia Provincial Court. This lawsuit relies heavily upon
recently enacted legislation in British Columbia that is being separately
challenged by Canadian tobacco companies. An agreement was reached with the
government in British Columbia to litigate the separate constitutional
challenges prior to the health-care cost recovery action. On February 21, 2000,
the British Columbia Supreme Court declared the Cost Recovery Act
unconstitutional and dismissed the action.

On September 22, 1999, the U.S. Department of Justice brought an action in
the United States District Court for the District of Columbia against various
industry members, including RJR Tobacco. The government seeks to recover federal
funds expended in providing health care to smokers who have developed diseases
and injuries alleged to be smoking-related, and, in addition, seeks, pursuant to
the federal RICO statute, disgorgement of profits the government contends were
earned as a consequence of a RICO racketeering "enterprise." On December 27,
1999, defendants filed a motion to dismiss challenging all counts included in
the action brought by the DOJ. Briefing on that motion is still underway, with
oral argument currently scheduled for May 15, 2000.

Union Cases. Although the MSA settled some of the most potentially
burdensome health-care cost recovery actions, many other such cases have been
brought by other types of plaintiffs. As of February 23, 2000, approximately 34
lawsuits by union trust funds against cigarette manufacturers and others are
pending. The funds seek recovery of payments made by them for medical expenses
of their participants' union members and their dependents allegedly injured by
cigarettes. The claims in these cases are almost identical, and more than 30 of
the cases purport to be class actions on behalf of all union trust funds in a
particular state.

The defendants in these actions argue, among other things, the settled law
that one who pays an injured person's medical expenses is legally too remote to
maintain an action against the person allegedly responsible for the injury. In
addition, they argue that the traditional subrogation remedy cannot be
supplanted by a direct right of action for the trust fund that strips defendants
of the defenses they would ordinarily have against the allegedly injured
individual.

On March 29, 1999, in the first of these cases to be considered by a
federal court of appeals, Steamfitters Local Union 420 v. Philip Morris, Inc.,
the U.S. Court of Appeals for the Third Circuit affirmed a district court ruling
dismissing a case on remoteness grounds. Since then, the U.S. Courts of Appeals
for the Second Circuit (Laborers Local 17 v. Philip Morris, Inc.), the Fifth
Circuit (Texas Carpenters Health Benefit Fund v. Philip Morris, Inc.), the
Seventh Circuit (International Brotherhood of Teamsters Local 734 Health and
Welfare Trust Fund and Central States Joint Board Health and Welfare Trust Fund
v. Philip Morris, Inc.) and the Ninth Circuit (Oregon Laborers v. Philip Morris,
Inc.) all have ruled in favor of the industry in similar union cases. On January
10, 2000, the United States Supreme Court denied petitions for certiorari filed
in cases from the Second, Third and Ninth Circuits.

Numerous trial court judges also have dismissed union trust fund cases on
remoteness grounds, including, on July 22, 1999, a federal district court in
Washington in Northwest Laborers-Employees Health & Security Trust Fund v.
Philip Morris, Inc., and, on September 28, 1999, an Arkansas district court in
Arkansas Carpenters Health & Welfare Fund v. Philip Morris, Inc. Nonetheless,
some union, or other third party payor, cases have survived motions to dismiss
and may proceed to trial. On August 2, 1999, a federal district court in New
York denied defendants' motions to dismiss in two separate cases heard
together -- National Asbestos Workers Medical Fund v. Philip Morris, Inc. and
Blue Cross and Blue Shield of New Jersey, Inc. v. Philip Morris, Inc. Most
recently, on December 21, 1999, the federal district court in the District of
Columbia denied defendants' motions to dismiss in three cases consolidated for
pretrial purposes -- Service Employees

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<PAGE> 12

International Union Health and Welfare Fund v. Philip Morris, Inc.; S.E.I.U.
Local 74 Welfare Fund v. Philip Morris, Inc.; and Holland v. Philip Morris, Inc.

The first and only union case to go to trial to date was Iron Workers Local
No. 17 v. Philip Morris, Inc. This case, in which a class of approximately 111
union trust funds was certified by a federal district court in Ohio, went to
trial on February 22, 1999, on the counts that survived motions to dismiss:
state and federal RICO claims and civil conspiracy claims. The federal RICO
claim was dismissed during the trial, and after the conclusion of plaintiffs'
case, the court directed a verdict dismissing RJR from the case. On March 18,
1999, the jury returned a unanimous verdict for the defendants, including RJR
Tobacco, on all remaining counts. On May 11, 1999, the trial court judge denied
plaintiffs' motion for a new trial. Plaintiffs appealed this ruling to the Sixth
Circuit Court of Appeals. On October 4, 1999, plaintiffs withdrew their appeal
and voluntarily dismissed their case.

Other Health-Care Cost Recovery and Aggregated Claims Plaintiffs. Native
American tribes have filed similar cases, six in tribal courts and one class
action in San Diego Superior Court. On November 12, 1999, in Table Bluff
Reservation v. Philip Morris, Inc., a federal district court dismissed
plaintiffs' lawsuit. Plaintiffs have appealed this ruling to the United States
Court of Appeals for the Ninth Circuit.

Five groups of health-care insurers, as well as a private entity that
purported to self-insure its employee health-care programs, also have advanced
claims similar to those found in the union health-care cost recovery actions.
Two of these "insurer" cases, Williams & Drake v. American Tobacco Co. and
Regence Blueshield v. Philip Morris, Inc., were dismissed in their entirety on
remoteness grounds by federal district courts in Pennsylvania and Washington.
These cases are on appeal in the Third and Ninth Circuits, respectively. In a
third case, Group Health Plan, Inc. v. Philip Morris, Inc., a federal district
judge in Minnesota dismissed all claims, except a state antitrust claim and a
conspiracy claim.

Other cost recovery suits have been brought by, among others, foreign
countries, local governmental jurisdictions, taxpayers (on behalf of a
government jurisdiction), a university and hospitals. On November 4, 1999, in
Allegheny General Hospital v. Philip Morris, Inc., the U.S. District Court for
the Western District of Pennsylvania dismissed a third-party payor lawsuit filed
against the tobacco industry by a number of hospital and health-care facilities.
Most recently, on December 14, 1999, a federal district court in Washington
dismissed a similar case -- Association of Washington Public Hospital Districts
v. Philip Morris, Inc. Plaintiffs have appealed this ruling to the United States
Court of Appeals for the Ninth Circuit.

On January 5, 2000, a San Diego Superior Court judge dismissed claims in
two lawsuits: California v. Philip Morris, Inc., Superior Court, Los Angeles
County, California and California v. Brown & Williamson Tobacco Corp., Superior
Court, San Francisco County, California. These lawsuits were brought by the
cities of Los Angeles and San Jose, on behalf of the people of California, who
claim that the tobacco industry violated State Proposition 65 by failing to warn
nonsmokers about the State of California's conclusions concerning the dangers of
environmental tobacco smoke. The judge did not dismiss certain other California
state law claims.

Finally, 12 lawsuits, of which nine remain pending, have been filed against
RJR Tobacco by asbestos companies and/or asbestos-related trust funds based on
the theory that the plaintiffs "overpaid" claims brought against them to the
extent that tobacco use, not asbestos exposure, was the cause of the alleged
personal injuries for which they paid compensation. One of those cases, Falise
v. American Tobacco Co., was dismissed by the United States District Court for
the Eastern District of New York on November 2, 1999, due to a lack of subject
matter jurisdiction. This case was refiled on November 11, 1999.

Wholesalers' Antitrust Cases. Twelve lawsuits have been filed by tobacco
wholesalers who are suing United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR, alleging that cigarette manufacturers
combined and conspired to set the price of cigarettes, in violation of antitrust
statutes and various state unfair business practices statutes, as a result of
which plaintiffs suffered economic injury. In all cases, plaintiffs are asking
the court to certify the lawsuits as class actions, and to allow the respective
plaintiffs to pursue the lawsuits as representatives of other persons in the
United States, and throughout the world, that purchased cigarettes directly from
one or more of the defendants.

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Tobacco Growers' Case. On February 16, 2000, a class-action complaint,
DeLoach v. Philip Morris Cos., Inc., was filed in the United States District
Court for the District of Columbia, on behalf of an estimated 520,000 tobacco
growers and quota holders in the United States. The complaint alleges that the
major tobacco companies conspired among themselves, and with 14 attorneys
general and one individual, to subvert and undermine the longstanding regulatory
system administered by the U.S. Department of Agriculture, pursuant to federal
statutes and regulations governing the production and sale of cigarette tobacco
in the United States. The suit asserts claims for violation of Section 2 of the
Sherman Antitrust Act, breach of fiduciary duty and fraud. The plaintiffs seek
damages, including treble damages, under the antitrust statute, totaling $69
billion.

Recent and Scheduled Trials. As of January 24, 2000, 26 cases are
scheduled for trial before year-end 2000 against RJR Tobacco. In addition, the
Engle case in Florida and the Whiteley case in California (an individual smoking
and health lawsuit) are in progress, and multiple health-care cost recovery
trials are scheduled in 2000 before Judge Weinstein of the United States
District Court for the Eastern District of New York. Additional cases against
other tobacco company defendants are also scheduled for trial before year-end
2000. Although trial schedules are subject to change and many cases are
dismissed before trial, it is likely that there will be an increased number of
tobacco cases, some involving claims for possibly billions of dollars, against
RJR Tobacco and RJR coming to trial over the next year.

Other Developments. RJR Tobacco is aware of a grand jury investigation
being conducted in North Carolina that relates to the cigarette business of RJR
Tobacco and some of its former affiliates that were sold to Japan Tobacco Inc.,
as well as a now-closed grand jury investigation in Pennsylvania. In connection
with the former, RJR Tobacco responded to a document subpoena dated July 7,
1999. In connection with the latter, RJR Tobacco received a document subpoena,
dated September 17, 1998, from a federal grand jury convened in the Eastern
District of Pennsylvania by the Antitrust Division of the Department of Justice.
RJR Tobacco understands that the grand jury was investigating possible
violations of the antitrust laws related to tobacco leaf buying practices. RJR
Tobacco responded to that subpoena. On February 4, 2000, RJR Tobacco received
formal notification from the Department of Justice that this investigation has
been closed.

By letter dated September 30, 1999, the U.S. Department of Justice informed
RJR Tobacco that its criminal investigation of RJR Tobacco, and a grand jury
investigation in the District of Columbia that involved allegations of perjury
and misrepresentation before Congress and other federal agencies and other
activities of the tobacco industry, have been completed.

On December 22, 1998, Northern Brands International, Inc., a now inactive
tobacco subsidiary that was part of the business of R.J. Reynolds International
B.V., a former Netherlands subsidiary of RJR Tobacco which was managed by a
former affiliate, RJR-MacDonald, Inc., and which was sold to Japan Tobacco Inc.
on May 12, 1999, entered into a plea agreement with the United States Attorney
for the Northern District of New York. Northern Brands was charged with aiding
and abetting certain customers who brought merchandise into the United States
"by means of false and fraudulent practices . . . ." RJR-MacDonald, Inc., now
Japan Tobacco's international operating company in Canada, is cooperating with
an investigation now being conducted by the Royal Canadian Mounted Police
relating to the same events that gave rise to the Northern Brands investigation.
On December 21, 1999, the government of Canada filed a lawsuit in the United
States District Court for Northern District of New York against RJR Tobacco,
RJR, several currently and formerly related companies, and the Canadian Tobacco
Manufacturers Council. The lawsuit alleges that, beginning in 1991, the
defendants conspired with known distributors and smugglers to illegally import
into Canada tobacco products originally earmarked for export from Canada, in a
fashion that avoided the imposition of certain excise and retail taxes and duty
payments. Although the international tobacco business was sold, RJR Tobacco
retained certain liabilities relating to the events disclosed above.

On or about October 30, 1998, a boat manufacturer, American Marine
Holdings, Inc., filed suit against RJR Tobacco claiming that one of its boats
was not properly identified in RJR Tobacco cigarette advertising. The plaintiff
claims, among other things, violations of the Lanham Act and breach of an
alleged oral contract and seeks in excess of $20 million in damages. Discovery
is underway.

For a further discussion of litigation and legal proceedings pending
against RJR, its affiliates (including RJR Tobacco) or its indemnitees, see
"-- Environmental Matters" and "Management's Discussion and

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<PAGE> 14

Analysis of Financial Condition and Results of Operations -- Governmental
Activity" in Item 7. For more detailed information about the class action and
other aggregated claims suits pending against RJR, its affiliates (including RJR
Tobacco) or its indemnitees, see Exhibit 99.1 to this report.
---------------------

Litigation is subject to many uncertainties and it is possible that some of
the tobacco-related legal actions, proceedings or claims could be decided
against RJR Tobacco or its affiliates (including RJR) or indemnitees.
Determinations of liability or adverse rulings against other cigarette
manufacturers that are defendants in similar actions, even if such rulings are
not final, could adversely affect the litigation against RJR Tobacco or its
affiliates or indemnitees and could encourage an increase in the number of such
claims. There has been a number of political, legislative, regulatory and other
developments relating to the tobacco industry and cigarette smoking that have
received wide media attention, including the various litigation settlements and
the release and wide availability of various industry documents referred to
above. These developments may negatively affect the outcomes of tobacco-related
legal actions and encourage the commencement of additional similar litigation.

Although it is impossible to predict the outcome of such events on pending
litigation and the rate at which new lawsuits are filed against RJR Tobacco and
RJR, a significant increase in litigation and/or in adverse outcomes for tobacco
defendants could have an adverse effect on either or both of these entities. RJR
Tobacco and RJR each believe that they have a number of valid defenses to any
such actions and intend to defend such actions vigorously.

RJR believes that, notwithstanding the quality of defenses available to it
and RJR Tobacco in litigation matters, it is possible that the results of
operations or cash flows of RJR in particular quarterly or annual periods or the
financial condition of RJR could be materially affected by the ultimate outcome
of certain pending litigation matters, including bonding and litigation costs.
Management is unable to predict the outcome of the litigation or to derive a
meaningful estimate of the amount or range of any possible loss in any
particular quarterly or annual period or in the aggregate.

ENVIRONMENTAL MATTERS

RJR and its subsidiaries are subject to federal, state and local
environmental laws and regulations concerning the discharge, storage, handling
and disposal of hazardous or toxic substances. Such laws and regulations provide
for significant fines, penalties and liabilities, sometimes without regard to
whether the owner or operator of the property knew of, or was responsible for,
the release or presence of hazardous or toxic substances. In addition, third
parties may make claims against owners or operators of properties for personal
injuries and property damage associated with releases of hazardous or toxic
substances. In the past, RJR Tobacco has been named a potentially responsible
party with third parties under the Comprehensive Environmental Response,
Compensation and Liability Act with respect to several superfund sites. Finally,
regulations promulgated by the U.S. Environmental Protection Agency and other
governmental agencies under various statutes have resulted in, and likely will
continue to result in, substantial expenditures for pollution control, waste
treatment, plant modification and similar activities.

RJR has been named in an insurance coverage suit brought by another company
named as a potentially responsible party under CERCLA with respect to a
superfund site in Hawaii at which a former subsidiary of RJR had operations. In
this lawsuit, Del Monte Fresh Produce v. Fireman's Fund Insurance, filed August
13, 1997 in the First Circuit Court of the State of Hawaii, the plaintiff seeks
declaratory judgment that it is entitled to insurance coverage for the site or,
in the alternative, that RJR is obligated to indemnify the plaintiff under the
terms of the agreement by which RJR sold that company in 1989. The Fireman's
Fund Insurance Company has filed a motion for summary judgment that has not yet
been heard.

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<PAGE> 15

lawsuits. Del Monte Corporation has sought indemnity from RJR under the terms of
the agreement by which RJR sold Del Monte Corporation in 1989. In connection
with any liability RJR may incur arising out of these claims, the buyers of the
Del Monte fresh fruit business are obligated to indemnify RJR under the terms of
the agreement by which RJR sold the Del Monte fresh fruit business in 1989. RJR
has provided notice of these claims to the buyers, and their successors, of the
Del Monte fresh fruit business and has asserted its right to be indemnified by
the buyers for any liability arising out of such claims. Pursuant to the
distribution agreement, dated as of May 12, 1999, among RJR, RJR Tobacco and
NGH, RJR has also provided notice of these claims to NGH and has asserted its
right to be indemnified by NGH for any liability arising out of such claims.

In December 1998, the EPA proposed regulations that would impose
restrictions on RJR Tobacco's use of certain fumigants used to protect stores of
tobacco from agricultural pests. If finalized in their current forms, RJR
Tobacco may be unable to replace those fumigants with other cost-effective
fumigants and, as a result, could be required to make significant expenditures
to comply with the EPA regulations, or risk the loss of substantial stores of
tobacco to agricultural pests. RJR Tobacco cannot predict the amount of future
expenditures that may be required to comply with these regulations.

RJR and its subsidiaries have been engaged in a continuing program to
assure compliance with federal, state and local environmental laws and
regulations. Although it is difficult to identify precisely the portion of
capital expenditures or other costs attributable to compliance with
environmental laws and regulations and to estimate the cost of resolving these
CERCLA matters, RJR does not expect such expenditures or other costs to have a
material adverse effect on the business, results of operations or financial
condition of RJR or its subsidiaries.

EMPLOYEES

At December 31, 1999, RJR and its subsidiaries had approximately 7,900
employees, including 900 part-time employees. None of these employees are
unionized. RJR Tobacco believes that it maintains good relations with its
employees.

ITEM 2. PROPERTIES

RJR and its subsidiaries own executive offices, which are located in two
buildings in downtown Winston-Salem, and several other smaller properties, all
located in or near Winston-Salem. For information about RJR Tobacco's operating
facilities, see "Business -- Manufacturing" and "Business -- Research and
Development" in Item 1.

ITEM 3. LEGAL PROCEEDINGS

Various legal actions, proceedings and claims are pending or may be
instituted against RJR or its affiliates (including RJR Tobacco) or indemnitees,
including legal actions claiming that lung cancer and other diseases, as well as
addiction, have resulted from the use of or exposure to RJR Tobacco's products.
For information about litigation and legal proceedings pending against RJR or
its affiliates (including RJR Tobacco) or indemnitees, see
"Business -- Litigation Affecting the Cigarette Industry" and "Business --
Environmental Matters" in Item 1; "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Governmental Activity" in Item
7; note 12 to the consolidated financial statements; and Exhibit 99.1 to this
report. A copy of Exhibit 99.1 will be provided free of charge upon request by
writing to the Corporate Secretary, R.J. Reynolds Tobacco Holdings, Inc., P.O.
Box 2866, 401 N. Main Street, Winston-Salem, NC 27402-2866, or by phoning
336-741-5162.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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Executive Officers and Certain Significant Employees of the Registrant

The executive officers and certain significant employees of RJR and RJR
Tobacco are:

Andrew J. Schindler. Mr. Schindler, 55, has served as President and Chief
Executive Officer of RJR Tobacco since 1995 and of RJR since June 14, 1999. He
has served as Director of RJR since June 14, 1999 and of RJR Tobacco since 1989,
and as Chairman of the Board of RJR and RJR Tobacco since July 2, 1999. Mr.
Schindler joined RJR in 1974. He became Senior Vice President -- Operations of
RJR Tobacco in June 1989 and was elected Executive Vice President -- Operations
of RJR Tobacco in 1991. In May of 1994, Mr. Schindler became President and Chief
Operating Officer of RJR Tobacco. He is a member of the North Carolina Advisory
Board of Wachovia Bank, N.A., the North Carolina School of the Arts Foundation
Board, the Wake Forest University Baptist Medical Center Board of Visitors and
the Board of Directors of Winston-Salem Business, Inc. Mr. Schindler is Vice
Chairman of the North Carolina Emerging Technology Alliance.

Kenneth J. Lapiejko. Mr. Lapiejko, 51, has served as Executive Vice
President and Chief Financial Officer of RJR Tobacco since June 15, 1999 and of
RJR since June 14, 1999. He has been Director of RJR Tobacco since 1996. From
1995 until 1999, he served as Senior Vice President, Chief Financial Officer and
Treasurer of RJR Tobacco. Mr. Lapiejko joined R.J. Reynolds Tobacco
International as a Senior Financial Analyst in 1977. After holding a number of
positions with RJR Tobacco, in 1991 he was promoted to Vice President of Finance
and Accounting.

Charles A. Blixt. Mr. Blixt, 48, has been Executive Vice President,
General Counsel and Director of RJR Tobacco since 1995 and Executive Vice
President, General Counsel and Assistant Secretary of RJR since June 14, 1999.
He joined RJR Tobacco as Associate Counsel -- Litigation in 1985. Mr. Blixt
serves on the Board of Visitors of Salem College and Academy and the Board of
Visitors of Wake Forest University School of Law.

Lynn J. Beasley. Ms. Beasley, 42, has served as Executive Vice
President -- Marketing of RJR Tobacco since 1997. Ms. Beasley joined RJR Tobacco
in 1982 as a marketing assistant. After holding a number of positions at RJR
Tobacco, she became Senior Vice President of the Winston/Camel business unit in
1993. From 1995 until 1997, she was Senior Vice President of Brand Marketing for
WINSTON, CAMEL and SALEM. Ms. Beasley is a member of the Senior Services Board.
She is also a member of the Board of Directors of Tultex Corporation, a
manufacturer and distributor of activewear apparel.

Robert R. Gordon, Jr. Mr. Gordon, 55, has been Executive Vice
President -- Human Resources of RJR Tobacco since 1994 and of RJR since July 2,
1999, and Director of RJR Tobacco since 1991. He joined RJR Tobacco in 1967 and
became Vice President of Personnel in 1984. In 1989, he was promoted to Senior
Vice President of Personnel of RJR Tobacco.

Thomas R. Adams. Mr. Adams, 49, has been Senior Vice President and
Controller of RJR and RJR Tobacco since June 14, 1999. From 1985 until 1999, he
was a Partner at the accounting firm of Deloitte & Touche LLP.

Gary T. Burger. In July 1999, Dr. Burger, 51, was promoted to Executive
Vice President -- Research and Development after serving as Senior Vice
President -- Research and Development of RJR Tobacco since 1996. He joined RJR
Tobacco in 1984. From 1990 until 1996, he was Vice President of the Research and
Development Product Development & Assessment Group.

Lynn L. Lane. In June 1999, Ms. Lane, 48, rejoined RJR as Senior Vice
President and Treasurer and was named Senior Vice President and Treasurer of RJR
Tobacco. She joined RJR in 1973 and was promoted to Vice President and Assistant
Treasurer of RJR in 1991. In 1995, she was named Vice President and Treasurer of
R.J. Reynolds Tobacco Worldwide. From 1996 until 1999, Ms. Lane was Vice
President -- Treasury and Investor Relations of Burlington Industries, a
manufacturer and distributor of fabrics and other textile products.

James V. Maguire. In July 1999, Mr. Maguire, 48, was promoted to Executive
Vice President -- Sales after serving as Senior Vice President -- Sales of RJR
Tobacco since 1994. He joined RJR Tobacco in 1973

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<PAGE> 17

as a sales representative and after holding a number of positions at RJR Tobacco
and RJR, he became Vice President of Sales Development in 1993.

Tommy J. Payne. Mr. Payne, 42, assumed his current positions as Executive
Vice President -- External Relations of RJR Tobacco and of RJR in July 1999,
after serving as Senior Vice President -- External Relations of RJR Tobacco
since 1998 and of RJR since June 1999. He joined RJR in 1988 and was promoted to
Director of Federal Government Affairs in 1995. From 1995 until 1998, he was
Vice President -- Federal Government Affairs of RJR Tobacco in Washington, D.C.
Mr. Payne serves on the board of trustees of Winston-Salem State University, the
North Carolina Community Colleges Foundation and the RJR Tobacco Company
Foundation.

James H. Wilson. In July 1999, Mr. Wilson, 57, was promoted to Executive
Vice President -- Operations after serving as Senior Vice
President -- Operations of RJR Tobacco since 1994 and Director of RJR Tobacco
since 1997. He joined RJR Tobacco in 1962 and was promoted to Vice President of
Manufacturing in 1991.

McDara P. Folan, III. Mr. Folan, 41, joined RJR Tobacco and RJR in June
1999 as Vice President, Deputy General Counsel and Secretary. From 1992 until
1999, Mr. Folan served as Vice President, Secretary and General Counsel for
Allen Telecom Inc., a manufacturer and distributor of wireless communications
equipment, in Cleveland, Ohio.

17
<PAGE> 18

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

RJR's common stock, par value $.01 per share, is listed on the New York
Stock Exchange as RJR and began trading on June 15, 1999. On February 23, 2000,
there were approximately 39,300 holders of record of RJR's common stock.
Stockholders whose shares are held of record by a broker or clearing agency are
not included in this amount; however, each of those brokers or clearing agencies
is included as one holder of record. The common stock closing price on February
23, 2000 was $18.75.

The high and low sales prices per share for the common stock on the NYSE
Composite Tape, as reported by the NYSE, was:

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1999:
Second Quarter (from June 15, 1999)....................... $32.94 $30.38
Third Quarter............................................. 32.88 24.81
Fourth Quarter............................................ 28.38 16.00
</TABLE>

The board of directors of RJR declared a cash dividend of $.775 per common
share, or $3.10 on an annualized basis, in the third and fourth quarters of
1999.

RJR conducts its business through its subsidiaries and is dependent on the
earnings and cash flow of its subsidiaries to satisfy its obligations and other
cash needs. Certain RJR credit facilities limit the amount of dividends,
distributions and advances by subsidiaries to RJR. RJR's credit facilities and
the distribution agreement between RJR and NGH limit the payment by RJR of
dividends on the common stock in excess of specific amounts. For more
information see "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Financial Condition" in Item 7 and note 8
and note 11 to the consolidated financial statements. RJR believes that the
provisions of its credit facilities and its distribution agreement will not
impair its payment of quarterly dividends.

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<PAGE> 19

ITEM 6. SELECTED FINANCIAL DATA

The selected historical consolidated financial data as of December 31, 1999
and 1998 and for each of the three years in the period ended December 31, 1999
are derived from the consolidated financial statements and accompanying notes,
which have been audited by Deloitte & Touche LLP, independent auditors. The
selected historical consolidated financial data as of December 31,1997 and for
the year ended December 31, 1996 are derived from audited consolidated financial
statements not presented or incorporated by reference. The selected historical
consolidated financial data as of December 31, 1996 and 1995 and for the year
ended December 31, 1995 are derived from unaudited consolidated financial
statements, which are not presented or incorporated by reference, that reflect
all adjustments, consisting only of adjustments of a normal and recurring
nature, necessary for a fair presentation. These financial statements segregate
the account balances and activities of the international tobacco business and
Nabisco and report those account balances and activities as discontinued
operations. This table should be read in connection with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Item 7 and the consolidated financial statements.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net sales (1).................................... $ 7,567 $ 5,716 $ 5,044 $ 4,702 $ 4,612
Income (loss) from continuing operations......... 195 (519) 19 226 65
Net income (loss)................................ 2,343 (516) 433 666 622
PER SHARE DATA:
Basic income (loss) from continuing operations... 1.80 (4.77) .17 2.08 .60
Diluted income (loss) from continuing
operations..................................... 1.80 (4.77) .17 2.08 .60
Basic net income (loss).......................... 21.60 (4.74) 3.98 6.13 5.72
Diluted net income (loss)........................ 21.58 (4.74) 3.98 6.13 5.72
Weighted average number of common and dilutive
potential common shares used in EPS (in
thousands):
Basic.......................................... 108,495 108,691 108,691 108,691 108,691
Diluted........................................ 108,570 108,691 108,691 108,691 108,691
Cash dividends declared per share of common stock
(2)............................................ $ 1.55 $ -- $ -- $ -- $ --
BALANCE SHEET DATA (AT END OF PERIODS):
Total assets..................................... 14,377 19,310 20,251 20,747 21,391
Long-term debt................................... 1,653 4,861 4,944 4,928 4,944
Stockholders' equity............................. 7,064 9,886 11,079 11,669 12,153
OTHER DATA:
Ratio of earnings to fixed charges (3)........... 2.8 -- 1.5 2.2 1.7
Deficiency in the coverage of fixed charges by
earnings before fixed charges (3).............. $ -- $ (679) $ -- $ -- $ --
</TABLE>

- ---------------

(1) Net sales exclude excise taxes of $1.173 billion, $1.292 billion, $1.369
billion, $1.401 billion and $1.447 billion for the years ended December 31,
1999, 1998, 1997, 1996 and 1995, respectively.
(2) RJR began trading as a separate company on June 15, 1999. A dividend of
$.775 was declared in each of the last two quarters of 1999. The annualized
dividend is $3.10.
(3) Earnings consist of income before income taxes and fixed charges. Fixed
charges consist of interest on indebtedness, amortization of debt issuance
costs, and one-third of operating rental expense, representative of the
interest factor.

19
<PAGE> 20

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This discussion and analysis of the consolidated financial condition and
results of operations of RJR should be read in connection with the consolidated
financial statements and the related notes of RJR as of December 31, 1999 and
1998 and for each of the years in the three-year period ended December 31, 1999.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Net sales................................................... $7,567 $5,716 $5,044
Cost of products sold (1)................................... 3,292 1,353 1,209
Selling, general and administrative expenses................ 3,023 2,780 2,361
------ ------ ------
1,252 1,583 1,474
Tobacco settlement and related expenses (1)................. 23 1,442 359
------ ------ ------
Operating company contribution.............................. $1,229 $ 141 $1,115
====== ====== ======
</TABLE>

- ---------------

(1) $2.178 billion and $148 million of ongoing settlement expense was recorded
in cost of products sold for the years ended 1999 and 1998, respectively.
Tobacco settlement and related expenses include only initial, up-front
tobacco settlement and related expenses.

1999 COMPARED TO 1998

Net sales of $7.6 billion for the year ended December 31, 1999 increased
32.4% over 1998. This increase was primarily due to favorable pricing of $2.5
billion, partly offset by $692 million in lower volumes. Collective price
increases since November 1998, in response to litigation settlements, have
adversely impacted the shipment volume of RJR Tobacco and the industry in
general. RJR Tobacco's total shipment volume during 1999 of 96.4 billion units,
excluding Puerto Rico and certain other territories' volume of approximately 1.4
billion units, declined 12.7% from the prior year, while industry volume
declined 9.0%. RJR Tobacco's full-price shipments represented 62.6% of total
shipments for each of the years ended December 31, 1999 and 1998, whereas
industry-wide, full-price shipments represented 73.4% and 73.0% of total
shipments for the years ended December 31, 1999 and 1998, respectively.

Compared to 1998, the 1999 shipment volume for CAMEL, excluding the
non-filter style, was down 7.4%, but outperformed the industry full-price
decline of 8.5%. Shipments of the WINSTON styles, supported by the "No Bull"
repositioning, declined 13.9% compared to 1998. WINSTON's performance has been
negatively impacted by the unprecedented settlement-related price increases and
the price sensitivity among its franchise smokers. Consequently, new WINSTON "No
Bull" programs, such as "Winston Racing Nation," are being introduced to enhance
loyalty among WINSTON's adult smokers. SALEM shipments were down 12.7% compared
to 1998, also negatively impacted by settlement-related price increases. Volume
for DORAL, the industry's leading savings brand, was down 13.5% from 1998.
DORAL's performance reflected the industry savings category decline of 10.3%
during 1999, and also was impacted negatively by increased activity from
competitive deep-discount brands.

RJR Tobacco's total retail share of market declined by 1.05 share points to
24.12% in 1999 compared to 25.17% in 1998. Most of this share loss occurred by
the end of the second quarter. In line with RJR Tobacco's strategy to stabilize,
then grow, market share on the four investment brands, the second half 1999
trend improved due to the combined performance of CAMEL, WINSTON, SALEM and
DORAL.

CAMEL's market share, excluding the non-filter style, grew almost .20 share
points on average in the last half of the year compared to the second quarter of
1999. CAMEL finished the year at 4.78% share of market, up slightly versus 4.71%
in 1998.

20
<PAGE> 21

WINSTON and SALEM experienced retail market share declines in the first
half of 1999, most of which occurred in the first quarter largely as a result of
the impact of increased prices and competitive activity. However, SALEM's retail
share of market has been stable since March 1999, reflecting the positive impact
of the January 1999 "It's not what you expect" national repositioning. WINSTON
styles supported by the "No Bull" repositioning were level since June 1999.

Due to gains made by deep-discount brands, DORAL, the nation's leading
savings brand, experienced slight market share declines for the full year down
from 6.38% in 1998 to 6.27% in 1999. Additional marketing programs have been put
into place to stabilize, then strengthen DORAL's share of market. DORAL's 1999
share performance, although a decline, exceeded the performance of the industry
branded-savings category, which declined to 21.89% from 22.66% in 1998.

Cost of products sold of $3.3 billion for the year ended December 31, 1999
increased $1.9 billion from 1998, primarily due to an increase of $2 billion in
ongoing settlement costs.

Selling, general and administrative expenses of $3 billion for 1999
increased $243 million, or 8.7%, from the comparable prior-year period. This
increase over 1998 was primarily due to increased promotional expenses, composed
mainly of competitive discounts provided directly to retailers and passed
through to the consumer, partly offset by lower corporate expenses.

Tobacco settlement and related expenses for initial, up-front charges,
totaling $1.442 billion during 1998, included:

<TABLE>
<CAPTION>
"MOST
FAVORED
NATION" RATIONALIZATION EMPLOYEE
MASTER MINNESOTA ADJUSTMENTS OF SEVERANCE
SETTLEMENT SETTLEMENT FOR PREVIOUSLY MANUFACTURING AND RELATED
AGREEMENT AGREEMENT SETTLED STATES OPERATIONS BENEFITS TOTAL
---------- ---------- -------------- --------------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Original charge................ $620 $312 $145 $214 $151 $1,442
Utilized in 1998............... (620) (312) (145) (214) (54) (1,345)
---- ---- ---- ---- ---- ------
Balance, December 31, 1998..... -- -- -- -- 97 97
Utilized in 1999............... -- -- -- -- (42) (42)
Adjustments in 1999............ -- -- -- -- (17) (17)
---- ---- ---- ---- ---- ------
Balance, December 31, 1999..... $ -- $ -- $ -- $ -- $ 38 $ 38
==== ==== ==== ==== ==== ======
</TABLE>

For more information about the MSA, the Minnesota settlement and the "most
favored nation" adjustments see "Business -- Litigation Affecting the Cigarette
Industry" in Item 1 and note 12 to the consolidated financial statements. The
rationalization of manufacturing operations primarily represents a charge to
write-down the book value of one of RJR Tobacco's production facilities and
certain equipment in Winston-Salem, North Carolina to fair value. The employee
severance and related benefits expense was a charge for workforce reductions
totaling approximately 1,300 employees. These charges were in response to the
changing business conditions expected to result from the MSA agreement signed in
November 1998. Management believes that the recent price increases, which were
necessary to satisfy RJR Tobacco's ongoing annual payment obligations under the
MSA, have adversely affected, and are likely to adversely affect RJR Tobacco's
volume.

During the fourth quarter of 1999, a $17 million reversal of the liability
for employee severance and related benefits to tobacco settlement and related
expenses reflected a less-than-expected volume decline and a corresponding
less-than-expected related workforce reduction. During the third quarter of
1999, RJR Tobacco recorded $40 million, $24 million after-tax, for initial,
up-front costs related to RJR Tobacco's tobacco growers' settlement.

Cash expenditures related to the termination of employees is expected to be
approximately $80 million, of which $42 million was paid as of December 31,
1999. The remaining reserve is expected to be paid from operations in 2000.
Pre-tax savings in 1999 were approximately $57 million, and are expected to be
$86 million in 2000.

21
<PAGE> 22

Ongoing tobacco settlement costs of $2.2 billion and $148 million during
1999 and 1998, respectively, were included in cost of products sold.

Operating company contribution of $1.2 billion in 1999, increased $1.1
billion, primarily due to favorable pricing, partly offset by lower volumes,
higher settlement costs and higher selling, general and administrative expenses.
Excluding the impact of recorded initial, up-front tobacco settlement and
related expenses of $23 million in 1999 and $1.4 billion in 1998, operating
company contribution of $1.3 billion in 1999 decreased 20.9% from $1.6 billion
in 1998.

Restructuring expense of $80 million, $52 million after-tax, was recorded
by RJR in 1997 related to the reorganization of RJR Tobacco's operations. This
restructuring program was implemented to enhance its competitive position and
improve its long-term earnings growth prospects.

The components of the charges recorded in 1997 and utilized through
December 31, 1999 were:

<TABLE>
<CAPTION>
EMPLOYEE RATIONALIZATION CONTRACT
SEVERANCE AND OF MANUFACTURING TERMINATION AND
RELATED BENEFITS OPERATIONS OTHER COSTS TOTAL
---------------- ---------------- --------------- -----
<S> <C> <C> <C> <C>
Original charge.............................. $ 30 $ 30 $ 20 $ 80
Utilized in 1997............................. (5) (2) -- (7)
---- ---- ---- ----
Balance, December 31, 1997................... 25 28 20 73
Utilized in 1998............................. (15) (28) (20) (63)
---- ---- ---- ----
Balance, December 31, 1998................... 10 -- -- 10
Utilized in 1999............................. (7) -- -- (7)
Adjustments in 1999.......................... (2) -- -- (2)
---- ---- ---- ----
Balance, December 31, 1999................... $ 1 $ -- $ -- $ 1
==== ==== ==== ====
</TABLE>

The Brook Cove, North Carolina Stemmery was closed in February 1998 after
the tobacco leaf from the 1997 burley crop was processed. Beginning with the
1998 flue-cured crop, RJR Tobacco processed its leaf through a third party. The
employee severance and related benefits charge reflected the reductions of 192
full-time positions and 217 seasonal positions in manufacturing and staff,
primarily at Brook Cove. The rationalization of manufacturing operations also
related to Brook Cove. The expenses to exit this activity included the write-off
of equipment to be abandoned.

The contract termination and other costs related to management's commitment
in 1997 to a plan of termination of a leaf supply contract at a price below RJR
Tobacco's contract price. The loss represents the shortfall between the contract
cost and the amount that was recovered upon the sale of the leaf inventory. RJR
Tobacco, acting as a broker, exercised all of its remaining obligations under a
leaf supply contract and immediately transferred title to a third party without
taking possession of the tobacco.

Of the $80 million total restructuring charge, cash outlays will total
approximately $42 million. During 1999 and 1998, approximately $7 million and
$35 million, respectively, were cash outlays. During the third quarter of 1999,
RJR reduced the accrued restructuring charge by $2 million reflecting
lower-than-expected expenses. Pre-tax savings were $18 million and $33 million
in 1999 and 1998, respectively, and are expected to be $18 million in 2000.

Headquarters close-down and related charges recorded by RJR in the second
quarter of 1999 of $143 million, $93 million after-tax, reflected the
elimination of its New York corporate headquarters. Total cash expenditures
related to this charge were $122 million. The elimination of its headquarters
resulted from reorganization transactions, described in note 2 to the
consolidated financial statements, that fundamentally changed its business and
capital structure. Approximately $127 million of the charge was for severance
and related benefits for approximately 100 employees in the elimination of all
functions at the New York headquarters. The employment of these individuals was
terminated on June 14, 1999, at which time RJR satisfied its obligation in full.
The remainder of the charge was primarily related to contractual lease
termination payments and the write-off of leasehold improvements and abandoned
equipment. During 1999, pre-tax savings were approximately $30 million.

22
<PAGE> 23

Interest and debt expense of $268 million in 1999 decreased $158 million
from the prior-year period. The 1999 decrease resulted from the repurchase of
approximately $4 billion of debt, partly offset by the issuance of $1.25 billion
of debt. See note 11 to the consolidated financial statements.

Interest income increased to $114 million in 1999 from $7 million in 1998,
mainly due to the temporary investment of net proceeds from the sale of the
international tobacco business in the second quarter of 1999. See note 2 to the
consolidated financial statements.

Other expense, net increased $23 million in 1999 from the prior year,
primarily due to various expenses related to the reorganization.

Provision for (benefit from) income taxes included a 1999 tax provision of
$315 million, or an effective rate of 61.8%, compared to a $160 million tax
benefit, or an effective rate of 23.6%, in 1998. The variances of the effective
rates from the statutory rate of 35% were primarily due to the adverse impact of
nondeductible goodwill amortization on income (loss) before income taxes. This
impact increased the 1999 provision, and decreased the 1998 benefit.

Discontinued operations increased approximately $2.4 billion, after-tax,
compared to 1998. This increase was primarily due to the gain on the sale of the
international tobacco business in May of 1999, partially offset by the loss on
the recognition of Nabisco's cumulative translation adjustment account. See note
2 to the consolidated financial statements.

Extraordinary loss of approximately $384 million, $250 million after-tax,
was incurred during 1999 in connection with the repurchase of approximately $4
billion of debt securities. See note 2 to the consolidated financial statements.

1998 COMPARED TO 1997

Net sales of $5.7 billion in 1998 increased 13.3% from $5.0 billion in
1997. The increase was driven by higher prices partly offset by lower volumes.
RJR Tobacco's manufacturer's list prices increased in 1998 by approximately $.64
per pack.

RJR Tobacco's overall retail share of market decreased to 25.17% from
25.41% in 1997 reflecting its full-price share decrease to 16.27% from 16.65% in
1997, while its savings share increased to 8.90% from 8.76% in 1997. CAMEL's
retail share increased to 5.31% from 5.18% in 1997. This strength was primarily
attributed to two new 1998 promotions for CAMEL, the "Mighty Tasty Lifestyles"
sweepstakes and the new CAMEL Cash catalog. WINSTON's retail share was flat for
the year. SALEM's market share declined to 3.44% in 1998 from 3.71%. In
response, RJR Tobacco expanded the "It's not what you expect" repositioning
nationally in early 1999, with special emphasis on markets where the full-price
menthol segment is strong. DORAL's retail share increased to 6.38% in 1998 from
5.90% in the prior year, solidifying its position as the nation's leading
savings brand. During September 1998, the brand introduced a new advertising
campaign, "Imagine Getting More."

The mix between RJR Tobacco's full-price and savings brands changed
slightly, as full-price shipments represented 62.6% of total shipments in 1998
compared to 63.4% in 1997. The trend away from full-price towards savings brands
reflects the impact of price increases on full-price volumes to a greater extent
than savings volumes.

Cost of products sold of $1.4 billion in 1998 increased 11.9% from $1.2
billion in 1997. The increase was due primarily to the inclusion of $148 million
in ongoing settlement costs in 1998 with no corresponding charge in 1997.

Selling, general and administrative expenses of $2.8 billion in 1998
increased 17.7% from $2.4 billion in 1997. The increase was due primarily to a
26.8% increase in competitive discounts provided directly to retailers and
passed through to consumers.

Tobacco settlement and related expenses were $1.4 billion for initial,
up-front tobacco settlement costs in 1998 compared to $359 million in 1997. The
1997 charges related to settlement agreements reached with the

23
<PAGE> 24

Florida, Mississippi and Texas state attorneys general and in certain class
action cases. See note 3 to the consolidated financial statements.

Restructuring expense of $80 million was recorded in 1997, with no
corresponding expense in 1998. See note 4 to the consolidated financial
statements.

Provision for (benefit from) income taxes included a tax benefit of $160
million, or a 23.6% effective rate, in 1998 compared to a tax provision of $185
million, or a 90.7% effective rate, in 1997. The rate decrease is primarily due
to the relative impact of nondeductible goodwill amortization on income (loss)
before income taxes.

LIQUIDITY AND FINANCIAL CONDITION

LIQUIDITY

At present, the principal sources of liquidity for RJR Tobacco's business
and operating needs are internally-generated funds from its operations and
available borrowings through RJR. RJR Tobacco believes that cash flows from
operating activities will be sufficient for the foreseeable future to enable it
to meet its obligations under the MSA with attorneys general for most U.S.
states, territories and possessions and other existing settlement agreements, to
fund its budgeted capital expenditures and to make payments to RJR that will
enable RJR to make its required debt-service payments, to pay dividends to RJR
stockholders and to fund its share repurchase program. RJR and RJR Tobacco
cannot predict its cash requirements related to any future settlement and
judgements, including cash required to bond any appeals, if necessary, and make
no assurance that it will be able to meet all of those requirements.

CASH FLOWS

Net cash flows from operating activities were $819 million in 1999 in
comparison to $367 million in 1998. The increase in cash flow primarily results
from 1999 price increases, partly offset by lower volume, in addition to the
fourth quarter of 1998 payment of tobacco settlements. Net cash flows from
operating activities in 1998 declined from $628 million in 1997, primarily due
to increased 1998 tobacco settlement payments.

Net cash flows from investing activities for 1999 were $7.7 billion,
compared to a use of $43 million in 1998. The increase is primarily due to the
proceeds received from the sale of the international tobacco business. Net cash
flows used in investing activities in 1998 were slightly lower than the $46
million in 1997, due to lower capital expenditures in 1998, offset by lower
proceeds from the sale of various assets during 1998.

Net cash flows used in financing activities were $5.4 billion in 1999,
compared to $611 million in 1998. The increase in funds used was primarily due
to payments of approximately $4.5 billion for the early extinguishment of debt
and related costs, as well as transfers and payments of approximately $2 billion
made to RJR's former parent company. These increases were partially offset by
proceeds from the issuance of $1.25 billion of private placement debt. During
1998, net cash flows used in financing activities declined from $848 million in
1997, primarily due to decreased payments on short-term borrowings in 1998
partly offset by the 1997 issuance of long-term debt.

Net cash flows related to discontinued operations were adversely impacted
during 1999, primarily by income taxes paid on the gain on the sale of the
international tobacco business.

In connection with the spin-off from NGH, RJR has assumed, subject to
specified exceptions, all U.S. pension liabilities and related assets for
current and former tobacco employees. The additional cash required, compared to
1998, to fund these liabilities was $58 million in 1999 and is expected to be
approximately $58 million in each of the years 2000, 2001, 2002 and 2003.

In November 1999, RJR's board of directors authorized the repurchase of
shares of its common stock from time to time on the open market, with a maximum
cost of $125 million. Effective February 2, 2000, RJR's board of directors
expanded its share repurchase authorization by an additional $100 million. The
purpose of the stock repurchase program is to enhance stockholder value. The
stock repurchases will be

24
<PAGE> 25

funded by cash flows from operations. The timing of repurchases and the number
of shares ultimately repurchased will depend upon market conditions. As of
December 31, 1999, RJR had repurchased 2,727,400 shares of its common stock,
with a total cost of approximately $55 million. As of February 23, 2000, RJR had
repurchased a total of 6,370,656 shares, at a total cost of $125 million.

DEBT

On April 13, 1999, RJR offered to purchase substantially all of its
outstanding debt securities and sought consents from the holders of those
securities to waive covenants that might have prevented some of the
reorganization transactions described in note 2 to the consolidated financial
statements. These consents were received as of April 26, 1999. The tender offers
were completed on May 18, 1999. RJR repurchased approximately $4 billion of its
debt with a portion of the proceeds from the sale of the international tobacco
business and recognized an extraordinary loss from the early extinguishment of
debt of approximately $384 million, $250 million after-tax.

Effective May 18, 1999, RJR entered into a 30-month $1.235 billion
revolving credit facility with a syndicate of banks. RJR can use the full
facility to obtain loans or letters of credit, at its option. RJR Tobacco has
guaranteed RJR's obligations under this revolving credit facility. If RJR's new
senior unsecured debt is rated below BBB- by S&P or Baa3 by Moody's, some of its
other subsidiaries will have to guarantee the facility. If RJR falls below these
thresholds for both of these rating agencies, or falls two levels below these
thresholds for either rating agency, RJR and the guarantors will have to pledge
their assets to secure their obligations. RJR is not required to maintain
compensating balances; however, commitment fees of 1% of the notional amount are
payable quarterly. This facility also limits RJR's ability to pay dividends,
repurchase stock, incur indebtedness, engage in transactions with affiliates,
create liens, acquire, sell or dispose of specific assets and engage in
specified mergers or consolidations. Borrowings under the revolving credit
facility bear interest at rates that vary with the prime rate or LIBOR. At
December 31, 1999, RJR had $417 million in letters of credit and no borrowings
outstanding, with the remaining $818 million of the facility available for
borrowing. RJR was in compliance with the covenants of the facility at December
31, 1999. RJR had additional letters of credit outstanding of approximately $3
million as of December 31, 1999.

On May 18, 1999, RJR completed an aggregate $1.25 billion private placement
offering in debt securities of $550 million in principal amount of 7 3/8% notes
due 2003, $500 million in principal amount of 7 3/4% notes due 2006 and $200
million in principal amount of 7 7/8% notes due 2009. The net proceeds received
were used for general corporate purposes. These notes are senior unsecured
obligations and, unlike RJR's other non-bank debt, are guaranteed by RJR
Tobacco. In addition, any other subsidiaries of RJR that in the future guarantee
the $1.235 billion revolving credit facility will also be required to guarantee
these notes. Generally, the terms of the notes restrict the issuance of
guarantees by subsidiaries, the pledge of collateral, sale/leaseback
transactions and the transfer of all or substantially all of the assets of RJR
and its subsidiaries. RJR was in compliance with all covenants and restrictions
imposed by its indebtedness at December 31, 1999.

As of December 31, 1999, RJR also had $345 million of foreign currency
debt, with fixed interest rates between 5.375% and 6.875%, due in 2000, and $451
million of public notes, at fixed interest rates of 6.8% through 10%, due in
2000 through 2013. See note 11 and note 13 to the consolidated financial
statements.

On December 10, 1999, RJR filed a shelf registration statement, which
became effective December 22, 1999, for $1.876 billion of debt securities.

25
<PAGE> 26

DIVIDENDS

The board of directors of RJR declared a cash dividend of $.775 per common
share, $3.10 on an annualized basis, in the third and fourth quarters of 1999.
On February 2, 2000, RJR's board of directors declared a quarterly cash dividend
of $.775 per common share payable on April 3, 2000 to stockholders of record as
of March 10, 2000.

CAPITAL EXPENDITURES

Capital expenditures were $55 million in 1999, $47 million in 1998 and $57
million in 1997. Management expects that its capital expenditure program will
continue at a level sufficient to support the strategic and operating needs of
RJR Tobacco. RJR Tobacco plans to spend $50 million for capital expenditures
during 2000 funded primarily by cash flows from operations. There were no
material long-term commitments for capital expenditures as of December 31, 1999.

LITIGATION AND SETTLEMENTS

Numerous legal actions, proceedings and claims are pending or may be
instituted against RJR, its affiliates (including RJR Tobacco) or its
indemnitees that allege damages arising out of the use of or exposure to RJR
Tobacco's products. For discussion of litigation and legal proceedings pending
against RJR or its affiliates (including RJR Tobacco) or its indemnitees, see
"Business -- Litigation Affecting the Cigarette Industry" and
"Business -- Environmental Matters" in Item 1; "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Governmental
Activity" in Item 7; note 12 to the consolidated financial statements; and
Exhibit 99.1 to this report. RJR believes that, notwithstanding the quality of
defenses available to it and its affiliates in litigation matters, it is
possible that its results of operations or cash flows in particular quarterly or
annual periods could be materially affected by the ultimate outcome of various
pending or future litigation matters, including litigation costs. RJR is unable
to predict the outcome of the litigation or to derive a meaningful estimate of
the amount or range of any possible loss in any particular quarterly or annual
period or in the aggregate.

In November 1998, RJR Tobacco and the other major U.S. cigarette
manufacturers entered into the MSA with attorneys general representing most U.S.
states, territories and possessions. As described under "Business -- Litigation
Affecting the Cigarette Industry" in Item 1, the MSA imposes a stream of future
payment obligations on RJR Tobacco and the other major U.S. cigarette
manufacturers and places significant restrictions on their ability to market and
sell cigarettes in the future. The cash payments made by RJR Tobacco under the
MSA and other existing settlement agreements were approximately $1.6 billion in
1999 and $786 million in 1998. RJR Tobacco estimates its payments in 2000 to
exceed $2.2 billion and in future years to exceed $2.0 billion per year.
However, these payments will be subject to adjustments based upon, among other
things, the volume of cigarettes sold by RJR Tobacco, RJR Tobacco's market share
and inflation. RJR Tobacco cannot predict the impact on its business,
competitive position and results of operations of the MSA and the other existing
settlement agreements, the business activity restrictions to which it is subject
under these agreements or the price increases that it may be required to make as
a result of these agreements.

GOVERNMENTAL ACTIVITY

The advertising, sale and use of cigarettes have been subject to
substantial regulation by government and health officials for many years.
Together with manufacturers' price increases in recent years and substantial
increases in state and federal excise taxes on cigarettes, these developments
have had and will likely continue to have an adverse effect on cigarette sales.

Cigarettes are subject to substantial excise taxes in the United States.
The federal excise tax per pack of 20 cigarettes was $.34 as of January 1, 2000.
The federal cigarette excise tax will increase by $.05 per pack in 2002. In his
budget submitted to Congress in February 2000, President Clinton included a $.25
additional increase in the federal excise tax and an acceleration of the $.05
increase from January 2002 to October 2000. Also, he included a provision
requiring the tobacco industry to pay the federal government an additional

26
<PAGE> 27

$3,000 for every underage smoker if the smoking rate among teenagers fails to
decline by at least 50% by 2004. In addition, all states and the District of
Columbia impose excise taxes at levels ranging from $.025 per pack in Virginia
to $1.11 per pack in New York.

In 1964, the Report of the Advisory Committee to the Surgeon General of the
U.S. Public Health Service concluded that cigarette smoking was a health hazard
of sufficient importance to warrant appropriate remedial action. Since 1966,
federal law has required a warning statement on cigarette packaging. Since 1971,
television and radio advertising of cigarettes has been prohibited in the United
States. Cigarette advertising in other media in the United States is required to
include information with respect to the "tar" and nicotine yield of cigarettes,
as well as a warning statement.

During the past three decades, various laws affecting the cigarette
industry have been enacted. In 1984, Congress enacted the Comprehensive Smoking
Education Act. Among other things, the Smoking Education Act:

- establishes an interagency committee on smoking and health that is
charged with carrying out a program to inform the public of any dangers
to human health presented by cigarette smoking;

- requires a series of four health warnings to be printed on cigarette
packages and advertising on a rotating basis;

- increases type size and area of the warning required in cigarette
advertisements; and

- requires that cigarette manufacturers provide annually, on a
confidential basis, a list of ingredients added to tobacco in the
manufacture of cigarettes to the Secretary of Health and Human Services.

The warnings currently required on cigarette packages and advertisements
are:

- "SURGEON GENERAL'S WARNING: Smoking Causes Lung Cancer, Heart Disease,
Emphysema, And May Complicate Pregnancy";

- "SURGEON GENERAL'S WARNING: Quitting Smoking Now Greatly Reduces Serious
Risks To Your Health";

- "SURGEON GENERAL'S WARNING: Smoking By Pregnant Women May Result in
Fetal Injury, Premature Birth, and Low Birth Weight"; and

- "SURGEON GENERAL'S WARNING: Cigarette Smoke Contains Carbon Monoxide".

Since the initial report in 1964, the Secretary of Health, Education and
Welfare (now the Secretary of Health and Human Services) and the Surgeon General
have issued a number of other reports which purport to find the nicotine in
cigarettes addictive and to link cigarette smoking and exposure to cigarette
smoke with certain health hazards, including various types of cancer, coronary
heart disease and chronic obstructive lung disease. These reports have
recommended various governmental measures to reduce the incidence of smoking. In
1992, the federal Alcohol, Drug Abuse and Mental Health Act was signed into law.
This act requires states to adopt a minimum age of 18 for purchases of tobacco
products and to establish a system to monitor, report and reduce the illegal
sale of tobacco products to minors in order to continue receiving federal
funding for mental health and drug abuse programs. In January 1996, the U.S.
Department of Health and Human Services announced regulations implementing this
legislation.

The U.S. Food and Drug Administration has promulgated regulations asserting
jurisdiction over cigarettes as "medical devices" under the provisions of the
Food, Drug and Cosmetic Act. These regulations include severe restrictions on
the distribution, marketing and advertising of cigarettes, and would require the
industry to comply with a wide range of labeling, reporting, recordkeeping,
manufacturing and other requirements. The FDA's exercise of jurisdiction, if not
reversed by judicial or legislative action, could lead to more expansive
FDA-imposed restrictions on cigarette operations than those set forth in the
regulations, and could materially adversely affect RJR Tobacco's business,
volume, results of operations, cash flows and financial position. In August
1998, the Court of Appeals for the Fourth Circuit ruled that the FDA does not
have the authority to regulate tobacco products and declared the FDA's
regulations invalid. On December 1,

27
<PAGE> 28

1999, the U.S. Supreme Court heard the FDA's appeal of the Fourth Circuit's
ruling. RJR is awaiting the Court's decision.

In December 1992, the U.S. Environmental Protection Agency issued a report
that classified environmental tobacco smoke as a Group A (known human)
carcinogen. RJR Tobacco and others filed suit to challenge the validity of the
EPA report. On July 17, 1998, a U.S. District Court judge held that the EPA's
classification of environmental tobacco smoke was invalid and vacated those
portions of the report dealing with lung cancer. The EPA has appealed, and oral
argument was held before the Court of Appeals for the Fourth Circuit on June 7,
1999. RJR Tobacco is awaiting the Court's decision.

In March 1994, the U.S. Occupational Safety and Health Administration
announced proposed regulations that would restrict smoking in the workplace to
designated smoking rooms that are separately exhausted to the outside. Although
RJR Tobacco cannot predict the form or timing of any regulations that may be
finally adopted by OSHA, if the proposed regulations are adopted, RJR Tobacco
expects that many employers who have not already done so would prohibit smoking
in the workplace rather than make expenditures necessary to establish designated
smoking areas to accommodate smokers. RJR Tobacco submitted comments on the
proposed regulations during the comment period that closed in February 1996, but
no regulation has been adopted to date. Because many employers currently do not
permit smoking in the workplace, RJR Tobacco cannot predict the effect of any
regulations that may be adopted, but incremental restrictions on smokers could
have an adverse effect on cigarette sales of all manufacturers.

Legislation imposing various restrictions on public smoking has also been
enacted in 48 states and many local jurisdictions, and many employers have
initiated programs restricting or eliminating smoking in the workplace. A number
of states have enacted legislation designating a portion of increased cigarette
excise taxes to fund either anti-smoking programs, health-care programs or
cancer research. In addition, educational and research programs addressing
health-care issues related to smoking are being funded from industry payments
made or to be made under settlements with state attorneys general. Federal law
prohibits smoking on all domestic airline flights of six hours duration or less,
and the U.S. Interstate Commerce Commission has banned smoking on buses
transporting passengers inter-state. Certain common carriers have imposed
additional restrictions on passenger smoking.

In July 1996, Massachusetts enacted legislation requiring manufacturers of
tobacco products sold in Massachusetts to report yearly, beginning December 15,
1997, the ingredients of each brand sold. The statute also requires the
reporting of nicotine yield ratings in accordance with procedures established by
the state. The legislation contemplates public disclosure of all ingredients in
descending quantitative order, a trade-secret disclosure that RJR Tobacco
believes could damage the competitive position of its brands. RJR Tobacco,
together with other cigarette manufacturers, filed suit in the U.S. District
Court for the District of Massachusetts seeking to have the statute declared
invalid. The court granted a preliminary injunction that enjoined Massachusetts
officials from enforcing the law relating to ingredient reporting. That decision
was upheld by the Court of Appeals for the First Circuit. Both the manufacturers
and the state are now seeking summary judgment from the District Court. The case
has been briefed and argued.

In 1997, Texas enacted legislation very similar to the Massachusetts law,
except that the Texas statute authorized confidentiality of trade secrets. RJR
Tobacco expects to file a confidential disclosure of ingredients for its brands
with the Texas Department of Health during the first quarter of 2000 in
compliance with regulations established by the state.

In 1997, the Minnesota legislature enacted a requirement that manufacturers
of tobacco products sold in Minnesota report annually, at a time specified by
the Commissioner of Health, the presence of five substances in each brand of
their products in its "unburned" and "burned" states. RJR Tobacco complies with
this annual requirement.

In August 1998, the Massachusetts Department of Health issued regulations
for public comment that would require annual reporting, beginning July 1, 2000,
on a brand-by-brand basis of 43 smoke constituents in both mainstream smoke and
sidestream smoke. RJR Tobacco, together with other cigarette manufacturers,
filed comments with the MDOH on October 9, 1998. RJR Tobacco and the other
manufacturers believe that

28
<PAGE> 29

the MDOH lacks legal authority to promulgate these regulations. Nevertheless,
RJR Tobacco and the other manufacturers have conducted a cooperative
benchmarking study to address certain MDOH concerns. The benchmarking study
obtained smoke constituent information on a representative number of cigarette
brand styles. The MDOH has agreed not to amend or finalize these regulations
until it has reviewed the results of the manufacturers' study.

On May 21, 1999, RJR Tobacco, Lorillard Tobacco Company, Brown & Williamson
Tobacco Corporation and Philip Morris, Inc. filed lawsuits in the U.S. District
Court for the District of Massachusetts to enjoin implementation of certain
Massachusetts Attorney General regulations concerning the advertisement and
display of tobacco products. The regulations go beyond those required by the
MSA. RJR Tobacco is challenging regulations that ban all self-service cigarette
sales; prohibit cigarette manufacturers from offering promotional items tied to
cigarette sales; prohibit mail distribution of cigarettes in exchange for
coupons and proofs of purchase; and prohibit point-of-sale advertising less than
five feet above ground in any retail outlet that is not limited to adults only.
RJR Tobacco is also challenging the regulation that bans all cigarette
advertising (other than a black-and-white sign reading "Tobacco Products Sold
Here") visible within 1,000 feet of any public playground, public park or
school. This provision would effectively ban outdoor advertising in all but the
most rural areas of the state. RJR Tobacco believes that it has strong arguments
that the regulations violate constitutional provisions concerning free speech,
equal protection, due process, the Commerce Clause and federal preemption. The
district court ruled against the industry on January 25, 2000. The matter is on
appeal to the U.S. Court of Appeals for the First Circuit, which has stayed
implementation of the challenged regulations. The court will hear arguments in
April 2000.

The price differential between cigarettes manufactured for sale abroad and
cigarettes manufactured for U.S. sale has increased, and consequently a domestic
"gray market" has developed in cigarettes manufactured for sale abroad. These
cigarettes compete with the cigarettes RJR Tobacco manufactures for domestic
sale. Twenty-six states have enacted legislation prohibiting the sale and
distribution of gray market cigarettes. Similarly, federal legislation
prohibiting the sale and distribution of gray market cigarettes became effective
on January 1, 2000. In addition, RJR Tobacco has taken legal action against
certain distributors and retailers who engage in such practices.

Tobacco leaf is an agricultural commodity subject to U.S. Government
production controls and price supports that can affect market prices
substantially. The tobacco leaf price support program is subject to
congressional review and may be changed at any time. In December 1994, Congress
enacted the Uruguay Round Agreements Act to replace a domestic content
requirement with a tariff rate quota system that keys tariffs to import volumes.
The tariff rate quotas have been established by the United States with overseas
tobacco producers and became effective on September 13, 1995. Because of the
importance of tobacco leaf as a raw material for RJR Tobacco's products,
substantial changes in the legislative or regulatory environment applicable to
tobacco leaf could have a material effect on RJR Tobacco's results of operations
and cash flows.

RJR Tobacco is unable to predict what additional federal, state or local
legislation or regulations relating to smoking or cigarettes will be enacted, or
to predict the effect of new legislation or regulations on the cigarette
industry in general, or on RJR Tobacco's business or results of operations.

For a further discussion of litigation and legal proceedings pending
against RJR, its affiliates (including RJR Tobacco) or its indemnitees, see
"Business -- Litigation Affecting the Cigarette Industry" and
"Business -- Environmental Matters" in Item 1; note 12 to the consolidated
financials statements; and Exhibit 99.1 to this report.

ENVIRONMENTAL MATTERS

RJR and its subsidiaries are subject to federal, state and local
environmental laws and regulations concerning the discharge, storage, handling
and disposal of hazardous or toxic substances. RJR and its subsidiaries have
been engaged in a continuing program to assure compliance with these
environmental laws and regulations. Although it is difficult to identify
precisely the portion of capital expenditures or other costs attributable to
compliance with environmental laws and regulations, RJR or its subsidiaries do
not expect such expenditures or other costs to have a material adverse effect on
its business or financial condition.

29
<PAGE> 30

For further discussion of environmental matters involving RJR and its
affiliates (including RJR Tobacco) or its indemnitees, see
"Business -- Environmental Matters" in Item 1 and note 12 to the consolidated
financial statements.

OTHER CONTINGENCIES

Until the spin-off of RJR by NGH, RJR and RJR Tobacco were members of the
consolidated group of NGH for U.S. federal income tax purposes. Each member of a
consolidated group is liable for the U.S. federal income tax liability of other
members of the group, as well as for pension and benefit funding liabilities of
the other group members. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Financial Condition -- Cash
Flows." RJR continues to be liable for these NGH liabilities for the period
prior to the spin-off.

In connection with the spin-off, RJR, NGH and Nabisco entered into (1) a
tax sharing agreement which generally seeks to allocate tax liabilities notably
based upon RJR's taxable income and that of NGH had the parties been separate
taxpayers, and (2) a distribution agreement which seeks to allocate pension and
benefit funding liabilities. In the tax sharing agreement, NGH also agreed to
indemnify RJR for taxes arising from the spin-off or the Nabisco transfer,
although RJR would be responsible for taxes if its own act, omission or
misrepresentation caused such tax liability to arise. If NGH were unable to
satisfy its obligations under these agreements, RJR would be responsible for
satisfying them.

In connection with the sale of the international tobacco business to Japan
Tobacco Inc. on May 12, 1999, RJR and RJR Tobacco agreed to indemnify Japan
Tobacco against (1) any liabilities, costs and expenses arising out of the
imposition or assessment of any tax with respect to the international tobacco
business arising prior to the sale (other than as reflected on the closing
balance sheet), (2) any liabilities, costs and expenses that Japan Tobacco or
any of its affiliates, including the acquired entities, may incur after the sale
in respect of any of RJR's or RJR Tobacco's employee benefit and welfare plans,
and (3) any liabilities, costs and expenses incurred by Japan Tobacco or any of
its affiliates arising out of certain activities of Northern Brands. See
"Business - Litigation Affecting the Cigarette Industry" in Item 1 and note 12
to the consolidated financial statements for a description of the Northern
Brands litigation. Although it is impossible to predict the outcome of the
Northern Brands litigation or the amount of liabilities, costs and expenses, if
any, RJR and RJR Tobacco may be required to indemnify Japan Tobacco against in
connection with the matters described in the preceding outcome, a significant
adverse outcome regarding any of these items could have an adverse effect on
either or both of RJR and RJR Tobacco.

YEAR 2000

RJR successfully completed its program to ensure Year 2000 readiness. As a
result, RJR had no Year 2000 problems that affected its business, results of
operations or financial condition. RJR incurred expenses of $39 million related
to its Year 2000 program.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENT

On January 1, 1999, RJR adopted Statement of Position No. 98-5, Reporting
on the Costs of Start-Up Activities, issued by the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants.
SOP No. 98-5 established standards on accounting for start-up and organization
costs and, in general, requires such costs to be expensed as incurred. The
adoption of SOP No. 98-5 did not have a material effect on RJR's financial
position or results of operations.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

30
<PAGE> 31

No. 133 requires that all derivative instruments be recorded on the consolidated
balance sheet at their fair value. Changes in the fair value of derivatives will
be recorded each period in earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if it is,
the type of hedge transaction. RJR has not yet determined the impact, if any,
that adoption of SFAS No. 133 will have on its financial position or results of
operations.
---------------------

Statements included in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" 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 include certain risks
and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. These risks include the
substantial and increasing regulation and taxation of the cigarette industry;
various legal actions, proceedings and claims arising out of the tobacco
business and claimed health effects of cigarettes that are pending or may be
instituted against RJR or its subsidiaries; the substantial payment obligations
and limitations on the advertising and marketing of cigarettes under various
litigation settlement agreements; the continuing decline in volume in the
domestic cigarette industry; competition from other cigarette manufacturers; the
success of new product innovations and acquisitions; the ratings of RJR
securities; and the level of savings associated with the reorganization of the
businesses of RJR. Due to these uncertainties and risks, readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date of this report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact RJR's consolidated
financial position, results of operations or cash flows due to adverse changes
in financial market prices and rates. RJR is exposed to foreign currency rate
risk and interest rate risk directly related to its normal investing and funding
activities. See note 13 to the consolidated financial statements for more
information. RJR has established various policies and procedures to manage its
exposure to market risks and uses major institutions with high credit ratings to
minimize credit risk. RJR does not use derivative financial instruments for
trading or speculative purposes.

RJR uses the value-at-risk model to statistically measure the maximum fair
value, cash flows or earnings loss over one year from adverse changes in foreign
exchange rates and interest rates. The computation assumes a 95% confidence
level under normal market conditions.

FOREIGN EXCHANGE AND INTEREST RATE EXPOSURES

RJR believes that near term changes, if any, in foreign currency rates or
interest rates will not have a material impact on its future earnings, fair
values or cash flows, based on historical movements in foreign currency rates
and interest rates, and the fair value of market-rate sensitive instruments at
December 31, 1999.

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<PAGE> 32

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

R.J. Reynolds Tobacco Holdings, Inc.

We have audited the accompanying consolidated balance sheets of R.J.
Reynolds Tobacco Holdings, Inc. and subsidiaries ("RJR"), as of December 31,
1999 and 1998, and the related consolidated statements of income, cash flows and
stockholders' equity and comprehensive income for each of the three years in the
period ended December 31, 1999. These financial statements are the
responsibility of RJR's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of RJR at December
31, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1999 in conformity with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Winston-Salem, North Carolina
January 27, 2000 (February 23, 2000 as to notes 12 and 22)

32
<PAGE> 33

REPORT OF MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The financial statements presented in this report are the responsibility of
management, and have been prepared in accordance with generally accepted
accounting principles using, where appropriate, management's best estimates and
judgment. Management maintains a system of internal controls to provide
reasonable assurance that RJR's assets are safeguarded and transactions are
executed as authorized and properly recorded. The system includes established
policies and procedures, a program of internal audits, management reviews and
careful selection and training of qualified personnel.

The audit committee of RJR's board of directors is composed solely of
outside directors. It meets periodically with management, the internal auditors
and the independent auditors, to discuss and address internal accounting
control, auditing and financial reporting matters. Both independent and internal
auditors have unrestricted access to the audit committee.

/s/ Andrew J. Schindler
- ----------------------------------------------------
Chairman of the Board, President and
Chief Executive Officer

/s/ Kenneth J. Lapiejko
- ----------------------------------------------------
Executive Vice President
and Chief Financial Officer

33
<PAGE> 34

CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
NET SALES*.................................................. $ 7,567 $ 5,716 $ 5,044
Costs and expenses:
Cost of products sold*.................................... 3,292 1,353 1,209
Selling, general and administrative expenses.............. 3,023 2,780 2,361
Tobacco settlement and related expenses................... 23 1,442 359
Amortization of trademarks and goodwill................... 366 366 366
Restructuring expense..................................... (2) -- 80
Headquarters close-down and related charges............... 143 -- --
------- ------- -------
OPERATING INCOME (LOSS)................................ 722 (225) 669
Interest and debt expense................................... 268 426 433
Interest income............................................. (114) (7) (4)
Other expense, net.......................................... 58 35 36
------- ------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES................................................. 510 (679) 204
Provision for (benefit from) income taxes................... 315 (160) 185
------- ------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS............... 195 (519) 19
Discontinued operations:
Income from operations of discontinued businesses, net of
income taxes........................................... 76 3 414
Gain on discontinued businesses, net of income taxes...... 2,322 -- --
------- ------- -------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM................ 2,593 (516) 433
Extraordinary item -- loss on early extinguishment of debt,
net of income taxes....................................... (250) -- --
------- ------- -------
NET INCOME (LOSS)...................................... $ 2,343 $ (516) $ 433
======= ======= =======
BASIC NET INCOME (LOSS) PER SHARE:
Income (loss) from continuing operations.................. $ 1.80 $ (4.77) $ 0.17
Income from discontinued operations....................... 22.10 .03 3.81
Extraordinary loss........................................ (2.30) -- --
------- ------- -------
Net income (loss)...................................... $ 21.60 $ (4.74) $ 3.98
======= ======= =======
DILUTED NET INCOME (LOSS) PER SHARE:
Income (loss) from continuing operations.................. $ 1.80 $ (4.77) $ 0.17
Income from discontinued operations....................... 22.08 .03 3.81
Extraordinary loss........................................ (2.30) -- --
------- ------- -------
Net income (loss)...................................... $ 21.58 $ (4.74) $ 3.98
======= ======= =======
WEIGHTED AVERAGE NUMBER OF COMMON AND DILUTIVE POTENTIAL
COMMON SHARES USED IN EPS (IN THOUSANDS):
Basic..................................................... 108,495 108,691 108,691
Diluted................................................... 108,570 108,691 108,691
</TABLE>

- ---------------

* Excludes excise taxes of $1.173 billion, $1.292 billion and $1.369 billion for
the years ended 1999, 1998 and 1997, respectively.

See Notes to Consolidated Financial Statements

34
<PAGE> 35

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------
1999 1998 1997
------- ----- -----
<S> <C> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income (loss)......................................... $ 2,343 $(516) $ 433
Less income from discontinued operations.................. 2,398 3 414
------- ----- -----
Subtotal.................................................. (55) (519) 19
------- ----- -----
Adjustments to reconcile to net cash flows from (used in)
continuing operating activities:
Depreciation and amortization.......................... 482 498 508
Deferred income tax benefit............................ (307) (374) (133)
Extraordinary loss on early extinguishment of debt..... 384 -- --
Other changes that provided (used) cash:
Short-term investments............................... (110) -- --
Accounts and notes receivable........................ (32) (5) 24
Inventories.......................................... (41) 106 97
Accounts payable and accrued liabilities including
income taxes........................................ (50) (96) (166)
Restructuring and related expenses, net of cash........ (8) (41) 52
Tobacco settlement and related expenses................ 564 805 226
Headquarters close-down and related charges, net of
cash.................................................. 21 -- --
Other, net............................................. (29) (7) 1
------- ----- -----
Total adjustments.................................... 874 886 609
------- ----- -----
Net cash flows from operating activities.................. 819 367 628
------- ----- -----
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Capital expenditures...................................... (55) (47) (57)
Net proceeds from the sale of the international tobacco
business............................................... 7,760 -- --
Other, net................................................ (19) 4 11
------- ----- -----
Net cash flows from (used in) investing activities..... 7,686 (43) (46)
------- ----- -----
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt.................. 1,244 -- 345
Repayments of long-term debt.............................. (4,450) (68) (28)
Increase (decrease) in short-term borrowing............... (62) 62 (331)
Transfers and payments to former parent................... (1,968) (607) (834)
Repurchase of common stock................................ (55) -- --
Dividends paid on common stock............................ (85) -- --
Other, net................................................ 17 2 --
------- ----- -----
Net cash flows used in financing activities............ (5,359) (611) (848)
------- ----- -----
Net cash flows related to discontinued operations (including
income taxes paid on gain on sale of the international
tobacco business of $2,085)............................... (1,969) 202 351
------- ----- -----
Net change in cash and cash equivalents..................... 1,177 (85) 85
Cash and cash equivalents at beginning of period............ -- 85 --
------- ----- -----
Cash and cash equivalents at end of period.................. $ 1,177 $ -- $ 85
======= ===== =====
Income taxes paid, net of refunds........................... $ 2,605 $ 250 $ 301
Interest paid............................................... $ 341 $ 414 $ 411
Tobacco settlement and related expense payments............. $ 1,636 $ 786 $ 133
</TABLE>

See Notes to Consolidated Financial Statements

35
<PAGE> 36

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1999 1998
------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 1,177 $ --
Short-term investments.................................... 110 --
Accounts and notes receivable, net of allowance
(1999 -- $11, 1998 -- $10)............................. 84 58
Inventories............................................... 565 529
Deferred income taxes..................................... 437 210
Prepaid excise taxes and other............................ 95 236
Net assets of discontinued businesses..................... -- 5,961
------- -------
Total current assets................................... 2,468 6,994
Property, plant and equipment, at cost
Land and land improvements................................ 93 95
Buildings and leasehold improvements...................... 662 672
Machinery and equipment................................... 1,548 1,562
Construction-in-process................................... 23 13
------- -------
Total property, plant and equipment.................... 2,326 2,342
Less accumulated depreciation............................... 1,246 1,227
------- -------
Property, plant and equipment, net........................ 1,080 1,115
Trademarks, net of accumulated amortization (1999 -- $1,153,
1998 -- $1,047)........................................... 3,070 3,176
Goodwill, net of accumulated amortization (1999 -- $2,839,
1998 -- $2,579)........................................... 7,563 7,823
Other assets and deferred charges........................... 196 202
------- -------
$14,377 $19,310
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings..................................... $ -- $ 29
Accounts payable.......................................... 81 53
Tobacco settlement and related accruals................... 1,278 610
Accrued liabilities....................................... 1,273 901
Current maturities of long-term debt...................... 387 62
Income taxes accrued...................................... 49 74
------- -------
Total current liabilities.............................. 3,068 1,729
Long-term debt (less current maturities).................... 1,653 4,861
Long-term retirement benefits............................... 676 690
Other noncurrent liabilities................................ 286 241
Deferred income taxes....................................... 1,630 1,903
Commitments and contingencies
Stockholders' equity:
Common stock (shares issued: 1999 -- 109,631,397,
1998 -- 108,691,347)................................... 1 1
Paid-in capital........................................... 7,287 10,861
Retained earnings (accumulated deficit)................... (131) (516)
Accumulated other comprehensive income (loss):
Cumulative currency translation adjustment............. -- (441)
Cumulative minimum pension liability adjustment........ (13) (19)
------- -------
Accumulated other comprehensive income (loss)........ (13) (460)
Other stockholders' equity................................ (25) --
------- -------
7,119 9,886
Less treasury stock (2,728,630 shares) at cost............ (55) --
------- -------
Total stockholders' equity........................... 7,064 9,886
------- -------
$14,377 $19,310
======= =======
</TABLE>

See Notes to Consolidated Financial Statements

36
<PAGE> 37

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
RETAINED ACCUMULATED
EARNINGS OTHER OTHER TOTAL
COMMON PAID-IN (ACCUMULATED COMPREHENSIVE STOCKHOLDERS' TREASURY STOCKHOLDERS'
STOCK* CAPITAL DEFICIT) INCOME (LOSS) EQUITY STOCK EQUITY
------ ------- ------------ ------------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1996........................ $ 1 $11,901 $ -- $(233) $ -- $ -- $11,669
Net income.................... -- -- 433 -- -- -- 433
Foreign currency translation,
net of tax expense of $12
million..................... -- -- -- (170) -- -- (170)
Minimum pension liability, net
of tax benefit of $5
million..................... -- -- -- (10) -- -- (10)
Total comprehensive income.... -- -- -- -- -- -- --
Dividends..................... -- (401) (433) -- -- -- (834)
Other......................... -- (9) -- -- -- -- (9)
---- ------- ------- ----- ---- ---- -------
BALANCE AT DECEMBER 31,
1997........................ 1 11,491 -- (413) -- -- 11,079
Net loss...................... -- -- (516) -- -- -- (516)
Foreign currency translation,
net of tax benefit of $6
million..................... -- -- -- (50) -- -- (50)
Minimum pension liability, net
of tax expense of $1
million..................... -- -- -- 3 -- -- 3
Total comprehensive income
(loss)...................... -- -- -- -- -- -- --
Dividends..................... -- (607) -- -- -- -- (607)
Other......................... -- (23) -- -- -- -- (23)
---- ------- ------- ----- ---- ---- -------
BALANCE AT DECEMBER 31,
1998........................ 1 10,861 (516) (460) -- -- 9,886
Net income.................... -- -- 2,343 -- -- -- 2,343
Foreign currency translation,
net of tax benefit of $11
million..................... -- -- -- (86) -- -- (86)
Minimum pension liability, net
of tax benefit of $4
million..................... -- -- -- (7) -- -- (7)
Total comprehensive income.... -- -- -- -- -- -- --
Dividends..................... -- (169) -- -- -- -- (169)
Items related to international
tobacco business (see note
2).......................... -- -- -- 218 -- -- 218
Merger transaction**.......... -- (3,435) (1,958) 322 -- -- (5,071)
Exercise of stock options..... -- 4 -- -- -- -- 4
Restricted stock awards....... -- 23 -- -- (32) -- (9)
Restricted stock
amortization................ -- -- -- -- 7 -- 7
Repurchase of treasury
shares...................... -- -- -- -- -- (55) (55)
Other......................... -- 3 -- -- -- -- 3
---- ------- ------- ----- ---- ---- -------
BALANCE AT DECEMBER 31,
1999........................ $ 1 $ 7,287 $ (131) $ (13) $(25) $(55) $ 7,064
==== ======= ======= ===== ==== ==== =======

COMPREHENSIVE
INCOME
-------------
<S> <C>
Balance at December 31,
1996........................
Net income.................... $ 433
Foreign currency translation,
net of tax expense of $12
million..................... (170)
Minimum pension liability, net
of tax benefit of $5
million..................... (10)
------
Total comprehensive income.... $ 253
======
Dividends.....................
Other.........................
BALANCE AT DECEMBER 31,
1997........................
Net loss...................... $ (516)
Foreign currency translation,
net of tax benefit of $6
million..................... (50)
Minimum pension liability, net
of tax expense of $1
million..................... 3
------
Total comprehensive income
(loss)...................... $ (563)
======
Dividends.....................
Other.........................
BALANCE AT DECEMBER 31,
1998........................
Net income.................... $2,343
Foreign currency translation,
net of tax benefit of $11
million..................... (86)
Minimum pension liability, net
of tax benefit of $4
million..................... (7)
------
Total comprehensive income.... $2,250
======
Dividends.....................
Items related to international
tobacco business (see note
2)..........................
Merger transaction**..........
Exercise of stock options.....
Restricted stock awards.......
Restricted stock
amortization................
Repurchase of treasury
shares......................
Other.........................
BALANCE AT DECEMBER 31,
1999........................
</TABLE>

- ---------------

* There were 290,000,000 shares of common stock, par value $.01, authorized and
106,902,767 shares outstanding at December 31, 1999. For periods prior to the
spin-off, 108,691,347 shares of common stock were assumed outstanding.
** Transfer of RJR's 80.5% interest in Nabisco, together with a portion of the
proceeds from the sale of the international tobacco business, to NGH. See
note 2.

See Notes to Consolidated Financial Statements

37
<PAGE> 38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of R.J. Reynolds
Tobacco Holdings, Inc., referred to as RJR, and its wholly owned subsidiary, R.
J. Reynolds Tobacco Company, referred to as RJR Tobacco. All material
intercompany balances have been eliminated.

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates. Certain reclassifications were made to conform prior year's financial
statements to the current presentation.

The account balances and activities of the international tobacco business
and Nabisco Holdings Corp., referred to as Nabisco, are segregated and reported
as discontinued operations in the accompanying consolidated financial
statements. In addition, financial data for all periods have been restated to
give effect to the number of shares issued in connection with the distribution
of RJR common stock to the stockholders of Nabisco Group Holdings Corp.,
referred to as NGH. See note 2 for more discussion.

Unless otherwise noted, all dollar amounts presented are in millions.

Cash Equivalents

Cash equivalents include all short-term, highly liquid investments that are
readily convertible to known amounts of cash and that have original maturities
of three months or less.

Inventories

Inventories are stated at the lower of cost or market. The cost of tobacco
inventories is determined principally under the LIFO method. The cost of work in
process and finished goods includes materials, direct labor, and variable and
full absorption of fixed manufacturing overhead. In accordance with recognized
industry practice, stocks of tobacco, which must be cured for more than one
year, are classified as current assets.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and are depreciated by
the straight-line method over the estimated useful lives of the assets. The cost
and related accumulated depreciation of assets sold or retired are removed from
the accounts and the gain or loss on disposition is recognized in income.
Management reviews long-lived assets for impairment whenever events or changes
in circumstances indicate that the book value of the asset may not be
recoverable. To determine if impairment exists, management uses an estimate of
the future undiscounted net cash flows of the asset over its remaining life.

Intangibles

Intangibles include primarily goodwill and trademarks, and are amortized
using the straight-line method, principally over 40 years. Management
periodically evaluates the recoverability of goodwill and trademarks. The
carrying value of goodwill and trademarks would be reduced if it is probable
that management's best estimate of future undiscounted cash flows will be less
than the carrying value over the remaining amortization period.

Foreign Currency Arrangements

Forward foreign exchange contracts are carried at fair value on the
consolidated balance sheets. Gains or losses on those contracts entered into to
hedge foreign currency exposure of existing assets and liabilities are

38
<PAGE> 39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

generally recognized in income currently, along with the related translation
gains or losses recognized from the remeasurement of the assets or liabilities
hedged.

Revenue Recognition

Revenue from product sales is recognized when goods are shipped to the
customer. Provisions for discounts are provided for in the same period the
related sales are recorded.

Advertising and Research and Development

Advertising and research and development costs are expensed as incurred.

Other Expense, Net

Certain gains and losses on foreign currency transactions,
financing-related fees and other items of a financial nature are included in
"Other expense, net."

Income Taxes

RJR and RJR Tobacco provide for deferred tax assets and liabilities
resulting from the expected future tax consequences of temporary differences in
reporting certain income and expense items for income tax and financial
accounting purposes. Income taxes are calculated for RJR Tobacco on a separate
return basis.

Pension and Postretirement

Unrecognized prior service costs are being amortized over the estimated
remaining service lives of employees. The unrecognized net gain or loss
resulting from changes in the amount of either the projected benefit obligation
or plan assets from experience rather than from that assumed, is amortized over
five years.

Recently Adopted Accounting Pronouncement

On January 1, 1999, RJR adopted Statement of Position No. 98-5, "Reporting
on the Costs of Start-Up Activities," issued by the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants.
SOP No. 98-5 established standards on accounting for start-up and organization
costs and, in general, requires such costs to be expensed as incurred. The
adoption of SOP No. 98-5 did not have a material effect on RJR's financial
position or results of operations.

Recently Issued Accounting Pronouncements

During the second quarter of 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which must be adopted by January
1, 2000, with early adoption permitted. In June 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities -- Deferral
of the Effective Date of FASB Statement No. 133," which amended SFAS No. 133 to
delay its effective date one year. SFAS No. 133 requires that all derivative
instruments be recorded on the consolidated balance sheet at their fair value.
Changes in the fair value of derivatives will be recorded each period in
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the type of hedge
transaction. RJR's management has not yet determined the impact, if any, that
adoption of SFAS No. 133 will have on its financial position or results of
operations.

39
<PAGE> 40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2 -- REORGANIZATION

During 1999, RJR and NGH completed a series of transactions to reorganize
their businesses and capital structures. The principal transactions included:

- On May 7, 1999, RJR entered into a $1.235 billion floating rate
revolving credit facility, effective May 18, 1999, with a syndicate of
commercial banks. RJR Tobacco has guaranteed RJR's obligations under the
revolving credit facility;

- On May 12, 1999, RJR and RJR Tobacco substantially completed the sale of
the international tobacco business. After post-closing adjustments, this
sale resulted in a net gain of $2.6 billion after income taxes of $2.0
billion. RJR and RJR Tobacco retained certain indemnitees as described
in note 12. As a result of this sale, RJR Tobacco's only cigarette
market is the United States and its territories, commonwealths,
protectorates and possessions;

- On May 18, 1999, RJR completed tender offers and consent solicitations
relating to its then-outstanding public debt obligations, which resulted
in RJR repurchasing approximately $4 billion of its debt. As a result,
RJR recognized an extraordinary loss from the early extinguishment of
debt of approximately $384 million, $250 million after-tax;

- On May 18, 1999, RJR transferred its approximately 80.5% interest in
Nabisco, together with approximately $1.6 billion in after-tax proceeds
from the sale of the international tobacco business, to NGH through a
merger transaction. An additional $193 million of the proceeds from the
sale of the international tobacco business was transferred to NGH in
satisfaction of certain liabilities paid by NGH on RJR's behalf. In
connection with the merger transaction, a loss of approximately $322
million was recognized related to the cumulative translation account of
Nabisco. This loss is netted against the gain on discontinued operations
for the year ended December 31, 1999;

- On May 18, 1999, RJR completed a private placement offering of $1.25
billion in debt securities. RJR Tobacco has guaranteed RJR's obligations
under the debt securities;

- On June 14, 1999, NGH distributed all of the outstanding shares of RJR
common stock to NGH common stockholders of record as of May 27, 1999.
This spin-off is intended to be tax-free for U.S. federal income tax
purposes. NGH continues to exist as a holding company, owning 80.5% of
Nabisco. NGH and Nabisco each continues to trade as a separate company
on the New York Stock Exchange. Shares of RJR, the owner of 100% of RJR
Tobacco, began trading separately on June 15, 1999; and

- On July 16, 1999, RJR filed a registration statement, which became
effective October 8, 1999, for notes in exchange for the $1.25 billion
of private placement notes. The terms of the exchange notes are
identical to the terms of the private placement notes, except that the
transfer restrictions and registration rights relating to the private
placement notes do not apply to the exchange notes. The exchange was
substantially completed in November 1999.

In connection with the reorganization, the assets and liabilities of the
retirement plan for employees of RJR Nabisco, Inc. were split into two new
plans. One new plan covers employees and former employees of RJR and the other
new plan covers employees and former employees of Nabisco and NGH.

The split of the assets and liabilities of the old plan was in accordance
with a May 20, 1999 agreement between the Pension Benefit Guaranty Corporation,
RJR Tobacco and NGH. Based on this agreement and as required by Section 414(I)
of the Internal Revenue Code, the assets of the old plan were allocated in
proportion to the benefit obligations of each of the respective new plans. This
methodology resulted in a

40
<PAGE> 41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

different allocation of old plan assets than had been reflected in the
historical allocation to the tobacco business, which resulted in an increase in
the RJR plan assets of approximately $132 million. In addition, plan assets and
benefit obligations attributable to certain former NGH employees both in the old
plan and in other pension plans were transferred to NGH. This resulted in a
decrease in pension plan assets of approximately $63 million and a decrease in
pension plan benefit obligations of approximately $58 million. Postretirement
benefit obligations of approximately $4 million were also transferred to NGH.
The impact of these changes will be recognized in net periodic benefit costs
over future periods. As a result, periodic benefit cost for 1999 decreased by
approximately $7 million.

The PBGC agreement described above also required contributions of $58
million in each of the five years beginning in 1999, as well as contribution of
the RJR plan's normal cost beginning in 2000 through the end of the agreement.
The normal cost to be contributed in 2000 is expected to be approximately $23
million. The agreement is expected to continue for five years; however, there
are certain circumstances under which it could be extended. The PBGC agreement
also requires a $116 million letter of credit with respect to these
contributions.

In connection with the close-down of the New York headquarters, special
termination benefits were provided to employees resulting in a one-time charge
of approximately $14 million for pension benefits and $1 million for
postretirement benefits. These additional benefit obligations were subsequently
transferred to NGH, as described above.

In connection with the spin-off, 17,065,066 options held by employees to
purchase NGH common stock were equitably adjusted into 5,456,114 options to
purchase RJR shares, in a manner intended to preserve the aggregate benefits
under the options. Also, as a result of the spin-off, employees who held
restricted shares of NGH common stock received, in the aggregate, 316,700
restricted shares of RJR. See note 15 for more information about RJR's stock
plans.

The operating results of the international tobacco business until May 12,
1999, the date of sale, are segregated and reported as discontinued operations
in the consolidated financial statements. Nabisco's operating results through
May 18, 1999, the date of the merger transaction, are segregated and reported as
discontinued operations in the consolidated financial statements. Summarized
operating results of the discontinued operations were:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1999 1998 1997
-------- --------- ---------
<S> <C> <C> <C>
Net sales...................................... $3,827 $11,321 $12,013
Provision for income taxes..................... 34 179 381
</TABLE>

Assets and liabilities of the discontinued businesses were:

<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------
<S> <C>
Current assets.............................................. $ 3,357
Property, plant and equipment, net.......................... 4,183
Trademarks and goodwill, net................................ 7,710
Other assets and deferred charges........................... 227
Current liabilities......................................... (2,685)
Long-term debt (less current maturities).................... (3,794)
Minority interest in Nabisco................................ (752)
Deferred income taxes....................................... (1,195)
Other noncurrent liabilities................................ (1,090)
-------
Net assets of discontinued businesses..................... $ 5,961
=======
</TABLE>

41
<PAGE> 42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3 -- TOBACCO SETTLEMENT AND RELATED EXPENSES

During 1998, RJR recorded pre-tax charges totaling $1.442 billion for
tobacco settlement and related expenses of RJR Tobacco as follows:

<TABLE>
<CAPTION>
"MOST
FAVORED
NATION" RATIONALIZATION EMPLOYEE
MASTER MINNESOTA ADJUSTMENTS OF SEVERANCE
SETTLEMENT SETTLEMENT FOR PREVIOUSLY MANUFACTURING AND RELATED
AGREEMENT AGREEMENT SETTLED STATES OPERATIONS BENEFITS TOTAL
---------- ---------- -------------- --------------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Original charge............... $ 620 $ 312 $ 145 $ 214 $151 $ 1,442
Utilized in 1998.............. (620) (312) (145) (214) (54) (1,345)
----- ----- ----- ----- ---- -------
Balance, December 31, 1998.... -- -- -- -- 97 97
Utilized in 1999.............. -- -- -- -- (42) (42)
Adjustments in 1999........... -- -- -- -- (17) (17)
----- ----- ----- ----- ---- -------
Balance, December 31, 1999.... $ -- $ -- $ -- $ -- $ 38 $ 38
===== ===== ===== ===== ==== =======
</TABLE>

For more information about the MSA, the Minnesota settlement and the "most
favored nation" adjustments see note 12. The rationalization of manufacturing
operations primarily represents a charge to write-down the book value of one of
RJR Tobacco's production facilities and certain equipment in Winston-Salem,
North Carolina to fair value. The employee severance and related benefits
expense was a charge for workforce reductions totaling approximately 1,300
employees. These charges were in response to the changing business conditions
expected to result from the MSA signed in November 1998.

During the fourth quarter of 1999, a $17 million reversal of the liability
for employee severance and related benefits to tobacco settlement and related
expenses reflected a less-than-expected volume decline and a corresponding
less-than-expected related workforce reduction. During the third quarter of
1999, RJR recorded $40 million, $24 million after-tax, for initial, up-front
costs related to RJR Tobacco's tobacco growers' settlement.

Cash expenditures related to the termination of employees is expected to be
approximately $80 million, of which $42 million was paid as of December 31,
1999.

RJR recorded $359 million of pre-tax charges during 1997 related to RJR
Tobacco's settlement agreements reached with the Florida, Mississippi and Texas
state attorneys general and in certain class-action cases. See note 12 for more
information.

Ongoing tobacco settlement costs of $2.2 billion and $148 million during
1999 and 1998, respectively, were included in cost of products sold.

NOTE 4 -- RESTRUCTURING

RJR recorded a pre-tax restructuring expense of $80 million, $52 million
after-tax, in 1997 related to the reorganization of RJR Tobacco's operations.
This restructuring program was implemented to enhance its competitive position
and improve its long-term earnings growth prospects.

42
<PAGE> 43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of the charges recorded in 1997 and utilized through
December 31, 1999 were:

Of the $80 million total tobacco charge, cash outlays will total
approximately $42 million. During 1999 and 1998, approximately $7 million and
$35 million, respectively were cash outlays. During the third quarter of 1999,
RJR reduced the accrued restructuring charge by $2 million reflecting
lower-than-expected expenses.

NOTE 5 -- HEADQUARTERS CLOSE-DOWN AND RELATED CHARGES

In the second quarter of 1999, RJR recorded a charge of $143 million, $93
million after-tax, to reflect the elimination of its New York corporate
headquarters. Total cash expenditures related to this charge were $122 million.
The elimination of its headquarters resulted from reorganization transactions,
described in note 2, that fundamentally changed RJR's business and capital
structure. Approximately $127 million of the charge was for severance and
related benefits of approximately 100 employees in the elimination of all
functions at the New York headquarters. The employment of these individuals was
terminated on June 14, 1999, at which time RJR satisfied its obligation in full.
The remainder of the charge was primarily related to contractual lease
termination payments and the write-off of leasehold improvements and abandoned
equipment.

43
<PAGE> 44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6 -- EARNINGS PER SHARE

The components of the calculation of earnings per share were:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Income (loss) from continuing operations............... $ 195 $ (519) $ 19
Income from discontinued operations.................... 2,398 3 414
Extraordinary loss..................................... (250) -- --
-------- -------- --------
Net income (loss)...................................... $ 2,343 $ (516) $ 433
======== ======== ========
Weighted average number of shares, in thousands, used
in:
Basic earnings per share............................... 108,495 108,691 108,691
Effect of dilutive potential shares:
Stock options..................................... 66 -- --
Restricted stock.................................. 9 -- --
-------- -------- --------
Diluted earnings per share............................. 108,570 108,691 108,691
======== ======== ========
</TABLE>

NOTE 7 -- INVENTORIES

The components of inventories at December 31 were:

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Leaf tobacco................................................ $361 $334
Raw materials............................................... 26 26
Work in process............................................. 48 49
Finished products........................................... 105 94
Other....................................................... 25 26
---- ----
$565 $529
==== ====
</TABLE>

Inventories valued under the LIFO method were approximately $531 million
and $492 million at December 31, 1999 and 1998, respectively. The current cost
of LIFO inventories at December 31, 1999 and 1998 was greater than the amount at
which these inventories were carried on the consolidated balance sheet by $150
million and $169 million, respectively.

During 1999, there was no significant impact on net income from LIFO
inventory liquidations. LIFO inventory liquidations increased 1998 and 1997 net
income by approximately $18 million and $14 million, respectively. The LIFO
liquidations resulted from programs to reduce tobacco leaf durations consistent
with forecasts of future operating requirements.

NOTE 8 -- SHORT-TERM BORROWINGS AND BORROWING ARRANGEMENTS

Effective May 18, 1999, RJR entered into a 30-month $1.235 billion
revolving credit facility with a syndicate of banks. RJR can use the full
facility to obtain loans or letters of credit, at its option. RJR Tobacco has
guaranteed RJR's obligations under this revolving credit facility. If RJR's new
senior unsecured debt is rated below BBB- by S&P or Baa3 by Moody's, some of its
other subsidiaries will have to guarantee the facility. If RJR falls below these
thresholds for both of these rating agencies, or two levels below these
thresholds for either of these rating agencies, RJR and the guarantors will have
to pledge their assets to secure their obligations. RJR is not required to
maintain compensating balances; however, commitment fees of 1% of the notional
amount are payable quarterly. The credit facility also limits RJR's ability to
pay dividends, repurchase stock, incur indebtedness, engage in transactions with
affiliates, create liens, acquire, sell or dispose of specific assets and engage
in specified mergers or consolidations. Borrowings under the revolving credit
facility bear interest at rates that vary with the prime rate or LIBOR. At
December 31, 1999, RJR had $417

44
<PAGE> 45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

million in letters of credit and no borrowings outstanding, with the remaining
$818 million of the facility available for borrowing. RJR was in compliance with
the covenants of the facility at December 31, 1999. RJR had additional letters
of credit outstanding of approximately $3 million at December 31, 1999.

Prior to May 1999, RJR maintained a three-year $2.146 billion revolving
credit facility and a 364-day $212 million credit facility primarily to support
commercial paper issuances. Borrowings under the revolving credit facility bore
interest at rates that varied with the prime rate or LIBOR. Borrowings under the
364-day credit facility bore interest at rates that varied with LIBOR.
Short-term borrowings at December 31, 1998 represented domestic commercial paper
and bank borrowings with a weighted average year-end interest rate of 6.4%.
Based on the ability of RJR to refinance the amount of its domestic commercial
paper and revolving credit facility borrowings for more than one year through
long-term revolving credit facilities, $33 million of those borrowings were
reclassified as long-term debt at December 31, 1998. The revolving credit
facility was terminated as of May 12, 1999 and the 364-day facility was
terminated on May 18, 1999.

NOTE 9 -- ACCRUED LIABILITIES

Accrued liabilities at December 31 included:

<TABLE>
<CAPTION>
1999 1998
------ ----
<S> <C> <C>
Payroll and employee benefits............................... $ 268 $243
Marketing and advertising................................... 404 263
Accrued interest............................................ 27 120
Other....................................................... 574 275
------ ----
$1,273 $901
====== ====
</TABLE>

NOTE 10 -- INCOME TAXES

The components of the provision for (benefit from) income taxes from
continuing operations were:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Current:
Federal.............................................. $ 530 $ 191 $ 283
State and other...................................... 92 23 35
----- ----- -----
622 214 318
Deferred:
Federal.............................................. (265) (374) (133)
State and other...................................... (42) -- --
----- ----- -----
(307) (374) (133)
----- ----- -----
Provision for (benefit from) income taxes............ $ 315 $(160) $ 185
===== ===== =====
</TABLE>

The deferred income tax asset shown on the consolidated balance sheets at
December 31 included:

<TABLE>
<CAPTION>
1999 1998
----- -----
<S> <C> <C>
Deferred tax assets:
LIFO inventories.......................................... $(123) $(133)
Pension and other postretirement liabilities.............. 23 11
Tobacco settlement related accruals and other accrued
liabilities............................................ 537 332
----- -----
$ 437 $ 210
===== =====
</TABLE>

45
<PAGE> 46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The deferred income tax liability shown on the consolidated balance sheets
at December 31 included:

<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Deferred tax assets:
Pension and other postretirement liabilities.............. $ (254) $ (261)
Tobacco settlement related accruals and other accrued
liabilities............................................ (108) (240)
------ ------
(362) (501)
Deferred tax liabilities:
Property and equipment.................................... 311 425
Trademarks................................................ 1,202 1,490
Other..................................................... 479 489
------ ------
1,992 2,404
------ ------
$1,630 $1,903
====== ======
</TABLE>

The differences between the provision for (benefit from) income taxes and
income taxes computed at statutory U.S. federal income tax rates were:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------
1999 1998 1997
---- ----- ----
<S> <C> <C> <C>
Income taxes computed at statutory U.S. federal income tax
rates..................................................... $178 $(238) $ 71
State and local income taxes, net of federal tax benefits... 30 8 23
Goodwill amortization....................................... 91 91 91
Exempt foreign sales corporation earnings................... -- (10) --
Other items, net............................................ 16 (11) --
---- ----- ----
Provision for (benefit from) income taxes................... $315 $(160) $185
==== ===== ====
Effective tax rate.......................................... 61.8% 23.6% 90.7%
</TABLE>

NOTE 11 -- LONG-TERM DEBT

Long-term debt at December 31 included:

<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Short-term borrowings, reclassified......................... $ -- $ 33
5.375-10% notes, due 2000 through 2013...................... 451 4,498
5.375-6.875% foreign currency debt, due 2000................ 345 360
7.375%-7.875% notes, due 2003 to 2009....................... 1,244 --
Other indebtedness.......................................... -- 32
Current maturities of long-term debt........................ (387) (62)
------ ------
$1,653 $4,861
====== ======
</TABLE>

The payment of long-term debt is as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
---- ------
<S> <C>
2001................................ $ 78
2002................................ 43
2003................................ 642
2004................................ 56
Thereafter.......................... 834
------
$1,653
======
</TABLE>

46
<PAGE> 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On April 13, 1999, RJR offered to purchase substantially all of its
outstanding debt securities and sought consents from the holders of those
securities to waive covenants that might have prevented some of the
reorganization transactions in note 2. These consents were received as of April
26, 1999. The tender offers were completed on May 18, 1999, which resulted in
RJR repurchasing approximately $4 billion of its debt with a portion of the
proceeds from the sale of the international tobacco business. As a result, RJR
recognized an extraordinary loss from the early extinguishment of debt of
approximately $384 million, $250 million after-tax.

On May 18, 1999, RJR completed an aggregate $1.25 billion private placement
offering in debt securities of $550 million in principal amount of 7 3/8% notes
due 2003, $500 million in principal amount of 7 3/4% notes due 2006 and $200
million in principal amount of 7 7/8% notes due 2009. The net proceeds received
were used for general corporate purposes. The notes are senior unsecured
obligations and, unlike RJR's other nonbank debt, are guaranteed by RJR Tobacco.
In addition, any other subsidiaries of RJR that in the future guarantee the
$1.235 billion revolving credit facility will also be required to guarantee
these notes. Generally, the terms of the notes restrict the issuance of
guarantees by subsidiaries, the pledge of collateral, sale/leaseback
transactions and the transfer of all or substantially all of the assets of RJR
and its subsidiaries. RJR was in compliance with all covenants and restrictions
imposed by its indebtedness at December 31, 1999.

On July 16, 1999, RJR filed a registration statement, which became
effective October 8, 1999, in order to issue publicly registered notes in
exchange for the $1.25 billion private placement notes issued on May 18, 1999.
The terms of the exchange notes are identical to the terms of the private
placement notes, except that the transfer restrictions and registration rights
relating to the private placement notes do not apply to the exchange notes. The
exchange was substantially completed in November 1999. See note 21 for condensed
consolidating financial information, which separates the account balances and
activities of the issuer, the guarantor and the subsidiaries of RJR and RJR
Tobacco that are not guarantors of the notes.

On December 10, 1999, RJR filed a shelf registration statement, which
became effective December 22, 1999, for $1.876 billion of debt securities.

The estimated fair value of the consolidated long-term debt of RJR was $1.5
billion as of December 31, 1999, and $5.0 billion as of December 31, 1998. The
fair values are based on available market quotes, discounted cash flows and book
values, as appropriate. See note 13 for information on foreign exchange
arrangements.

NOTE 12 -- COMMITMENTS AND CONTINGENCIES

TOBACCO LITIGATION

47
<PAGE> 48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Arkansas, Georgia, North Carolina, North Dakota, Oklahoma, South Dakota and
Wisconsin; 2 in each of Arizona, Connecticut, Hawaii, Maryland, New Hampshire,
Rhode Island, South Carolina, Utah and Washington; and 1 in each of Colorado,
Kansas, Kentucky and Maine. Of the 538 active U.S. cases, 146 are pending in
federal court, 387 in state court and 5 in tribal court. Most of these cases
were brought by individual plaintiffs, but many other cases seek recovery on
behalf of third parties or large classes of claimants.

Theories of Recovery. The plaintiffs seek recovery on a variety of legal
theories, including strict liability in tort, design defect, negligence, special
duty, voluntary undertaking, breach of warranty, failure to warn, fraud,
misrepresentation, unfair trade practices, conspiracy, aiding and abetting,
unjust enrichment, antitrust, Racketeer Influenced and Corrupt Organizations
Act, indemnity, medical monitoring and common law public nuisance. Punitive
damages, often in amounts ranging into the hundreds of millions or even billions
of dollars, are specifically pleaded in a number of cases, in addition to
compensatory and other damages. Six of the 538 active cases in the United
States, plus the 501 Broin II cases, involve alleged non-smokers claiming
injuries resulting from exposure to environmental tobacco smoke. Forty-five
cases purport to be class actions on behalf of thousands of individuals.
Purported classes include individuals claiming to be addicted to cigarettes,
individuals and their estates claiming illness and death from cigarette smoking,
persons making claims based on alleged exposure to environmental tobacco smoke,
African-American smokers claiming their civil rights have been violated by the
sale of menthol cigarettes, purchasers of cigarettes claiming to have been
defrauded and seeking to recover their costs, and Blue Cross and Blue Shield
subscribers seeking reimbursement for premiums paid. Approximately 65 cases seek
recovery of the cost of Medicaid payments or other health-related costs paid for
treatment of individuals suffering from diseases or conditions allegedly related
to tobacco use. Nine, brought by entities administering asbestos liability, seek
contribution for the costs of settlements and judgments.

48
<PAGE> 49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

verdict. On July 9, 1999, a Louisiana state court jury found in favor of RJR
Tobacco and Brown & Williamson, in an individual smoker case, Gilboy v. American
Tobacco Co.

49
<PAGE> 50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

January 10, 2000, in Taylor v. American Tobacco Co., a state court judge in
Michigan denied certification of another smoker class action.

Trial continues in Engle v. R. J. Reynolds Tobacco Co., in which a class
consisting of Florida residents or their survivors who claim to have diseases or
medical conditions caused by their alleged "addiction" to cigarettes has been
certified. The trial is divided into three phases. On July 7, 1999, the jury
found against RJR Tobacco and the other cigarette manufacturer defendants in the
initial phase, which included common issues related to certain elements of
liability, general causation and a potential award of or entitlement to punitive
damages. The second phase of the trial, which currently consists of the claims
of three of the named class representatives, began on November 1, 1999. In
addition, the trial court has ordered that the jury shall determine punitive
damages, if any, on a class-wide basis if there is a finding of liability in any
of the three cases being tried in phase two. RJR Tobacco and certain other
defendants appealed this order to the Florida Third District Court of Appeal,
which left the order intact. On October 29, 1999, RJR Tobacco and certain other
defendants filed a petition asking the Florida Supreme Court to review the
appropriateness of determining punitive damages on a class-wide basis. On
November 3, 1999, the Florida Supreme Court agreed to address the issue and
asked for further briefing by the parties. On December 27, 1999, the Florida
Supreme Court decided not to review that issue at this time. The third phase
will address all other class members' claims in individual trials before
separate juries.

Governmental Health-Care Cost Recovery Cases. In June 1994, the
Mississippi attorney general brought an action, Moore v. American Tobacco Co.,
against various industry members, including RJR Tobacco. This case was brought
on behalf of the state to recover state funds paid for health care and medical
and other assistance to state citizens suffering from diseases and conditions
allegedly related to tobacco use. By making the state the plaintiff in the case
and basing its claims on economic loss rather than personal injury, the state
sought to avoid the defenses otherwise available against an individual
plaintiff. Following the filing of the Moore case, most other states, through
their attorneys general and/or other state agencies, sued RJR Tobacco and other
U.S. cigarette manufacturers based on similar theories. The cigarette
manufacturer defendants, including RJR Tobacco, settled the first four of these
cases scheduled to come to trial, those of Mississippi, Florida, Texas and
Minnesota, by separate agreements between each state and those manufacturers in
each case.

50
<PAGE> 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

- Monetary Liabilities. In addition to payments made in 1998 and
1999, the MSA calls for four annual initial industry payments starting in
2000 of up to approximately $2.5 billion, $2.5 billion, $2.6 billion and
$2.7 billion, respectively. It also requires perpetual annual industry
payments, increasing from $4.5 billion in April 2000 to $8 billion in 2004
and further to $9 billion in 2018 and thereafter. Ten additional industry
payments of $861 million are due annually beginning in April 2008. All
payments are to be allocated among the companies on the basis of relative
market share and most are subject to adjustments for changes in sales
volume units, inflation and other factors.

The manufacturers also agreed to pay the litigation costs, including
government attorneys' fees, of the offices of the attorneys general
relating to the settled cases and, subject to certain quarterly and annual
payment caps, the costs and fees of outside counsel to the jurisdictions.
Outside counsel fees are to be determined either by arbitration or in
accordance with a negotiated fee procedure. Awards determined by
arbitration will be paid subject to an aggregate annual cap on arbitrated
attorneys' fees for all these and certain other settled cases of $500
million. Fees set by the negotiated fee procedure would be subject to an
annual cap of $250 million, and will not exceed a total of $1.25 billion.
As of February 23, 2000, awards determined by arbitration totaled $9.9
billion, and awards determined in accordance with a negotiated fee
procedure totaled $598 million. Reimbursement of costs is capped at $150
million for litigation costs, including government attorneys' fees, of the
attorneys' general offices and at $75 million annually for outside
counsels' costs. Payments for attorneys' fees and costs are to be allocated
on a market-share basis.

51
<PAGE> 52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The payments made by RJR Tobacco pursuant to all existing tobacco
litigation settlement agreements, including the MSA and four individual
state settlements, aggregated approximately $1.6 billion in 1999 which were
primarily funded through price increases. RJR Tobacco estimates its
payments to be $2.2 billion in 2000 and to exceed $2 billion per year in
future years, but these payments will be subject to adjustments based upon,
among other things, the volume of cigarettes sold by RJR Tobacco, RJR
Tobacco's market share and inflation.

On April 20, 1999, the Canadian Province of British Columbia brought a
case, similar to the U.S. attorneys' general cases, against RJR Tobacco and
other Canadian and U.S. tobacco companies and their parent companies, including
RJR, in British Columbia Provincial Court. This lawsuit relies heavily upon
recently enacted legislation in British Columbia that is being separately
challenged by Canadian tobacco companies. An agreement was reached with the
government in British Columbia to litigate the separate constitutional
challenges prior to the health-care recovery action. On February 21, 2000, the
British Columbia Supreme Court declared the Cost Recovery Act unconstitutional
and dismissed the action.

52
<PAGE> 53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

right of action for the trust fund that strips defendants of the defenses they
would ordinarily have against the allegedly injured individual.

The first and only union case to go to trial to date was Iron Workers Local
No. 17 v. Philip Morris, Inc. This case, in which a class of approximately 111
union trust funds was certified by a federal district court in Ohio, went to
trial on February 22, 1999 on the counts that survived motions to dismiss: state
and federal RICO claims and civil conspiracy claims. The federal RICO claim was
dismissed during the trial, and after the conclusion of plaintiffs' case, the
court directed a verdict dismissing RJR from the case. On March 18, 1999, the
jury returned a unanimous verdict for the defendants, including RJR Tobacco, on
all remaining counts. On May 11, 1999, the trial court judge denied plaintiffs'
motion for a new trial. Plaintiffs appealed this ruling to the Sixth Circuit
Court of Appeals. On October 4, 1999, plaintiffs withdrew their appeal and
voluntarily dismissed their case.

53
<PAGE> 54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dismissed a similar case -- Association of Washington Public Hospital Districts
v. Philip Morris, Inc. Plaintiffs have appealed this ruling to the United States
Court of Appeals for the Ninth Circuit.

Other Developments. The U.S. Food and Drug Administration has promulgated
regulations asserting jurisdiction over cigarettes as "medical devices" under
the provisions of the Food, Drug and Cosmetic Act. These regulations include
severe restrictions on the distribution, marketing and advertising of
cigarettes, and would require the industry to comply with a wide range of
labeling, reporting, recordkeeping, manufacturing and other requirements. The
FDA's exercise of jurisdiction, if not reversed by judicial or legislative
action, could lead to more expansive FDA-imposed restrictions on cigarette
operations than those set forth in the regulations, and could materially
adversely affect RJR Tobacco's business, volume, results of operations, cash
flows and financial position. In August 1998, the Court of Appeals for the
Fourth Circuit ruled that the FDA does not have the authority to regulate
tobacco products and declared the FDA's regulations invalid. On

54
<PAGE> 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

December 1, 1999, the U.S. Supreme Court heard the FDA's appeal of the Fourth
Circuit's ruling. RJR is awaiting the Court's decision.

RJR Tobacco is aware of a grand jury investigation being conducted in North
Carolina that relates to the cigarette business of RJR Tobacco and some of its
former affiliates that were sold to Japan Tobacco Inc., as well as a now-closed
grand jury investigation in Pennsylvania. In connection with the former, RJR
Tobacco responded to a document subpoena dated July 7, 1999. In connection with
the latter, RJR Tobacco received a document subpoena, dated September 17, 1998,
from a federal grand jury convened in the Eastern District of Pennsylvania by
the Antitrust Division of the Department of Justice. RJR Tobacco understands
that the grand jury was investigating possible violations of the antitrust laws
related to tobacco leaf buying practices. RJR Tobacco responded to that
subpoena. On February 4, 2000, RJR Tobacco received formal notification from the
Department of Justice that this investigation has been closed.

55
<PAGE> 56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Tobacco and RJR each believe that they have a number of valid defenses to any
such actions and intend to defend such actions vigorously.

ENVIRONMENTAL MATTERS

Del Monte Corporation has been named a defendant in two lawsuits related to
the same Hawaii superfund site, Board of Water Supply of the City and County of
Honolulu v. Shell Oil Company and Akee v. The Dow Chemical Co., filed in the
First Circuit Court of the State of Hawaii on September 27, 1999, and October 7,
1999, respectively. Also, Del Monte Corporation has received a demand for
indemnity from an entity that was a chemical supplier to Del Monte Corporation
and is named a defendant in one of these lawsuits. Del Monte Corporation has
sought indemnity from RJR under the terms of the agreement by which RJR sold Del
Monte Corporation in 1989. In connection with any liability RJR may incur
arising out of these claims, the buyers of the Del Monte fresh fruit business
are obligated to indemnify RJR under the terms of the agreement by which RJR
sold the Del Monte fresh fruit business in 1989. RJR has provided notice of
these claims to the buyers, and their successors, of the Del Monte fresh fruit
business and has asserted its right to be indemnified by the buyers for any
liability arising out of such claims. Pursuant to the distribution agreement,
dated as of May 12, 1999, among RJR, RJR Tobacco and NGH, RJR has also provided
notice of these claims to NGH and has asserted its right to be indemnified by
NGH for any liability arising out of such claims.

56
<PAGE> 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

OTHER CONTINGENCIES

Until the spin-off of RJR by NGH, RJR and RJR Tobacco were members of the
consolidated group of NGH for U.S. federal income tax purposes. Each member of a
consolidated group is liable for the U.S. federal income tax liability of other
members of the group, as well as for pension and benefit funding liabilities of
the other group members. RJR continues to be liable for these NGH liabilities
for the period prior to the spin-off.

In connection with the sale of the international tobacco business to Japan
Tobacco Inc. on May 12, 1999, RJR and RJR Tobacco agreed to indemnify Japan
Tobacco against (1) any liabilities, costs and expenses arising out of the
imposition or assessment of any tax with respect to the international tobacco
business arising prior to the sale (other than as reflected on the closing
balance sheet), (2) any liabilities, costs and expenses that Japan Tobacco or
any of its affiliates, including the acquired entities, may incur after the sale
in respect of any of RJR's or RJR Tobacco's employee benefit and welfare plans,
and (3) any liabilities, costs and expenses incurred by Japan Tobacco or any of
its affiliates arising out of certain activities of Northern Brands. Although it
is impossible to predict the outcome of the Northern Brands litigation or the
amount of liabilities, costs and expenses, if any, RJR and RJR Tobacco may be
required to indemnify Japan Tobacco against in connection with the matters
prescribed in the preceding outcome, a significant adverse outcome regarding any
of these items could have an adverse effect on either or both of RJR and RJR
Tobacco.

COMMITMENTS

At December 31, 1999, commitments totaled approximately $338 million,
primarily for the purchase of leaf tobacco inventories and other contractual
arrangements.

NOTE 13 -- FINANCIAL INSTRUMENTS

FOREIGN CURRENCY ARRANGEMENTS

At December 31, 1999, RJR had approximately $362 million of outstanding
foreign exchange contracts with banks, in which foreign currencies were
purchased and no contracts in which foreign currencies were sold. These
purchases were entered into primarily to offset obligations associated with debt
denominated in the Swiss franc and German mark. See note 11 for information on
foreign-denominated debt. The weighted average maturity of the arrangements
outstanding at December 31, 1999 approximated 10 months.

At December 31, 1998, when the international operations were owned, RJR had
approximately $279 million of foreign exchange contracts with banks in which
foreign currencies were purchased, primarily the Swiss franc, Spanish peseta,
British pound, Finnish markka, Canadian dollar, Italian lira and the German
mark, and approximately $161 million of foreign exchange contracts in which
foreign currencies were sold, primarily the Japanese yen, Spanish peseta, Hong
Kong dollar, Brazilian real and the Indonesian rupiah.

57
<PAGE> 58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The net carrying values and estimated fair values of foreign currency
arrangements entered into as of December 31 were:

<TABLE>
<CAPTION>
1999 1998
--------------------------- ---------------------------
ASSETS/(LIABILITIES) ASSETS/(LIABILITIES)
--------------------------- ---------------------------
CARRYING VALUE FAIR VALUE CARRYING VALUE FAIR VALUE
-------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
Forward foreign exchange contracts to purchase
foreign currencies............................ $(26) $(25) $(3) $ (2)
Forward foreign exchange contracts to sell
foreign currencies............................ n/a n/a (7) (10)
</TABLE>

MARKET AND CREDIT RISK

RJR's foreign currency arrangements include market risk resulting from
potential changes in foreign currency exchange rates. RJR minimizes credit risk
related to its counterparties by using major institutions with high credit
ratings.

NOTE 14 -- STOCKHOLDERS' EQUITY

The outstanding capital stock of RJR at December 31, 1999 consisted of
common stock. All classes of RJR's preferred stock, par value $.01, 50,000,000
shares authorized at December 31, 1999, rank senior to common stock as to
dividends and liquidation preferences.

In November 1999, RJR's board of directors authorized the repurchase of
shares of its common stock, from time to time in the open market, with a maximum
aggregate cost to RJR of $125 million. The purpose of the stock repurchase
program is to enhance stockholder value. The stock repurchases will be funded by
cash flows from operations. The timing of repurchases and the number of shares
ultimately repurchased will depend upon market conditions. As of December 31,
1999, RJR had repurchased 2,727,400 shares of its common stock, with an
aggregate cost of approximately $55 million. See note 22 for information about
repurchases after December 31, 1999.

NOTE 15 -- STOCK PLANS

At December 31, 1999, RJR had two stock plans, the 1999 Equity Incentive
Award Plan for Directors and the 1999 Long-Term Incentive Plan.

RJR's EIAP provides for grants of stock options and deferred stock units to
non-employee directors. Under certain circumstances, directors may elect to
receive shares of common stock in lieu of deferred stock units. A maximum of
500,000 shares of common stock may be issued under this plan. Options granted
under the EIAP may be exercised between 6 months and 10 years at a price that is
the market value of the stock on the grant date. Deferred stock units granted
under the EIAP have a value equal to, and bear dividends at the same rate as,
one share of RJR common stock. The dividends are paid as units in an amount
equal to the number of common shares that could be purchased with the dividend
on the date of payment. The director receives payment of the units in common
stock, or by election, in cash, as soon as practicable following his or her last
year of service on the board. Cash payments are based on the average closing
price of RJR's common stock during December of the year preceding payment.

RJR's LTIP provides for grants of incentive stock options, other stock
options, stock appreciation rights, restricted stock, performance units and
performance shares to employee-directors and key employees. The total number of
shares of common stock available for grant under the plan is eight million
shares, plus shares issuable under NGH awards that, in connection with the
spin-off, were converted into RJR options or shares of restricted common stock.
These options vest over three years, and are exercisable for either 10 or 15
years from the date of grant at a price that is the market value of the stock on
the grant date.

58
<PAGE> 59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As a result of the spin-off in June 1999, holders of options granted under
the NGH LTIP received an equitable allocation of options to purchase RJR common
stock and NGH common stock. The spin-off did not change the value of the option
grant, ratio of exercise price to market value, vesting provision or exercise
period. The allocation of 5,456,114 RJR options were transferred into the RJR
LTIP.

Also, in connection with the spin-off, holders of restricted stock under
the NGH LTIP received one RJR restricted share for every three NGH restricted
shares. The resulting 316,700 restricted shares were transferred into the RJR
LTIP. The vesting provisions of the restrictions remain unchanged for continuing
RJR employees, lapsed on those related to the sale of the international tobacco
business and lapse on remaining shares upon termination of the holders'
employment. At December 31, 1999, 133,334 shares were restricted. Unless
forfeited, restrictions will lapse on 15,000 shares in 2000, 51,667 shares in
2003 and 66,667 shares in 2006. The unamortized portion remaining in
stockholders' equity at December 31, 1999 was approximately $3 million.

In 1999, RJR granted 777,000 shares of restricted stock in tandem with
options to eligible employees. These shares may not be disposed of, or
transferred during the three- to five-year restricted period. Of these
restrictions, 388,500 will lapse in 2002, 194,250 will lapse in 2003 and 194,250
will lapse in 2004, unless the related shares are forfeited. The market price of
the stock on the grant date was charged to stockholders' equity as unearned
compensation, and will be amortized over the vesting periods. Compensation
expense of approximately $3 million was recorded in 1999. The unamortized
portion remaining in stockholders' equity at December 31, 1999 was approximately
$20 million.

All stock options and restricted shares granted before June 14, 1999 were
part of the NGH plans and denominated in shares of NGH common stock. Disclosure
related to those shares and weighted average exercise prices as of December 31,
1998 and 1997 would not be meaningful. The changes in RJR's stock options during
1999 were:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
OPTIONS PRICE
--------- --------
<S> <C> <C>
Balance at beginning of year............................. -- $ --
Options transferred in................................... 5,456,114 28.02
Options granted.......................................... 3,199,500 29.01
Options exercised........................................ (163,050) 26.13
---------
Balance at end of year................................... 8,492,564 28.43
=========
Exercisable at end of year............................... 5,325,068 28.09
=========
</TABLE>

Additional information about the options under RJR's stock plans at
December 31, 1999 included:

<TABLE>
<S> <C>
Range of option prices................................. $23.32 - 48.33
Weighted average remaining contractual life of
outstanding options................................... 9.5 years
Shares of common stock available for future grant...... 5,292,500
</TABLE>

59
<PAGE> 60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RJR measures and expenses compensation costs related to employee stock
plans utilizing the intrinsic value based method. During 1999, the amortization
of tandem restricted stock was recorded as compensation expense, and as a
result, approximated compensation expense had it been based on the fair value of
options. Furthermore, related pro forma results would have approximated those
reported.

The weighted average, grant-date fair value of the options granted during
1999 was $7.25. The weighted average, grant-date fair value was determined by
dividing the aggregate value of the restricted shares of RJR common stock
granted in tandem with the options by the number of options. The aggregate value
of the restricted shares was determined by multiplying the number of restricted
shares granted by the market price of RJR common stock on the date of grant.

NOTE 16 -- RETIREMENT BENEFITS

RJR sponsors a number of non-contributory defined benefit pension plans
covering most employees. RJR also provides certain health and life insurance
benefits for retired employees and their dependents. The changes in benefit
obligations and plan assets, as well as the funded status of RJR's pension plans
at December 31 were:

<TABLE>
<CAPTION>
POSTRETIREMENT
PENSION BENEFITS BENEFITS
---------------- --------------
1999 1998 1999 1998
------ ------ ----- -----
<S> <C> <C> <C> <C>
Change in benefit obligation:
Obligation at beginning of year.......................... $2,444 $2,295 $ 652 $ 586
Service cost............................................. 39 42 7 8
Interest cost............................................ 169 158 44 40
Actuarial (gain) loss.................................... (162) 143 (71) 58
Plan amendments.......................................... -- 1 -- --
Special termination benefits............................. 14 -- 1 --
Benefits paid............................................ (176) (195) (40) (40)
Transfer to other members of controlled group............ (58) -- (4) --
------ ------ ----- -----
Obligation at end of year................................ $2,270 $2,444 $ 589 $ 652
====== ====== ===== =====
Change in plan assets:
Fair value of plan assets at beginning of year........... $2,070 $2,009 $ -- $ --
Actual return on plan assets............................. 469 203 -- --
Employer contributions................................... 67 53 40 40
Benefits paid............................................ (176) (195) (40) (40)
Transfer from other members of controlled group.......... 69 -- -- --
------ ------ ----- -----
Fair value of plan assets at end of year................. $2,499 $2,070 $ -- $ --
====== ====== ===== =====
Funded status:
Funded status............................................ $ 229 $ (374) $(589) $(652)
Unrecognized transition (asset) obligation............... -- -- (26) (33)
Unrecognized prior service cost.......................... (12) (15) -- --
Unrecognized net actuarial (gain) loss................... (417) 189 35 124
------ ------ ----- -----
Net amount recognized.................................... $ (200) $ (200) $(580) $(561)
====== ====== ===== =====
</TABLE>

60
<PAGE> 61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Amounts recognized in the consolidated balance sheets at December 31
consist of:

<TABLE>
<CAPTION>
POSTRETIREMENT
PENSION BENEFITS BENEFITS
---------------- --------------
1999 1998 1999 1998
------ ------ ----- -----
<S> <C> <C> <C> <C>
Prepaid benefit cost...................................... $ 29 $ 7 $ -- $ --
Accrued benefit liability................................. (250) (218) (580) (561)
Intangible asset.......................................... 1 2 -- --
Accumulated other comprehensive income.................... 20 9 -- --
----- ----- ----- -----
Net amount recognized..................................... $(200) $(200) $(580) $(561)
===== ===== ===== =====
</TABLE>

As of December 31, 1999, for the pension plans with accumulated benefit
obligations in excess of plan assets, the projected benefit obligation,
accumulated benefit obligation and fair value of plan assets were approximately
$63 million, $56 million and $0, respectively. As of December 31, 1998, the
projected benefit obligation, accumulated benefit obligation and fair value of
plan assets were approximately $93 million, $79 million and $4 million,
respectively.

<TABLE>
<CAPTION>
PENSION BENEFITS POSTRETIREMENT BENEFITS
----------------------- -----------------------
1999 1998 1997 1999 1998 1997
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Components of total benefit cost:
Service cost................................. $ 39 $ 42 $ 37 $ 6 $ 8 $ 7
Interest cost................................ 169 158 149 44 40 37
Expected return on plan assets............... (195) (178) (162) -- -- --
Amortization of transition asset............. -- -- -- (6) (7) (6)
Amortization of prior service cost........... (3) (4) (5) -- -- --
Amortization of net loss..................... 2 1 1 6 3 --
----- ----- ----- --- --- ---
Net periodic benefit cost.................... 12 19 20 50 44 38
Curtailment/special benefits................. 14 -- -- 1 -- --
----- ----- ----- --- --- ---
Total benefit cost........................... $ 26 $ 19 $ 20 $51 $44 $38
===== ===== ===== === === ===
</TABLE>

The weighted average actuarial assumptions used for the pension and
postretirement benefit plans as of December 31 were:

<TABLE>
<CAPTION>
1999 1998
----- -----
<S> <C> <C>
Discount rate............................................... 8.00% 6.75%
Expected return on plan assets.............................. 9.50% 9.50%
Rate of compensation increase............................... 5.00% 5.00%
</TABLE>

The assumed health-care cost rate was 5.5% in 1999, declining to 5.0% by
the year 2000 and remaining at that level going forward. Assumed health-care
cost trend rates have a significant effect on the amounts reported for the
health-care plan. A one-percentage-point change in assumed health-care cost
trend rates would effect:

<TABLE>
<CAPTION>
1-PERCENTAGE-POINT 1-PERCENTAGE-POINT
------------------ ------------------
INCREASE DECREASE
------------------ ------------------
<S> <C> <C>
Postretirement benefit cost.................. $ 2 $ (2)
Postretirement benefit obligation............ 27 (24)
</TABLE>

RJR sponsors a qualified defined contribution plan and matches 50% of a
participant's contribution based on a maximum of 6% of a participant's
compensation. RJR's expense related to this plan was $12 million in each of 1999
and 1998, and $13 million in 1997.

61
<PAGE> 62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 17 -- SEGMENT INFORMATION

RJR Tobacco is organized and reports its results of operations in one
operating segment that manufactures and markets cigarettes in the United States.
The manufacture, distribution method, type of customer and regulatory
environment are similar for substantially all of RJR Tobacco's products. During
1999, 1998 and 1997, sales made to McLane Company, Inc. and its affiliate,
Wal-Mart, comprised approximately 17.0%, 16.0%, and 16.5%, respectively, of
RJR's consolidated revenue. No other customer accounted for 10% or more of RJR's
revenue during those years.

NOTE 18 -- RELATED PARTY TRANSACTIONS

A member of RJR's board of directors also serves as Vice Chairman of
Hershey Foods Corporation. RJR Tobacco has provided services to Hershey Foods
Corporation, for which Hershey Foods paid approximately $3 million to RJR
Tobacco during 1999.

Further related party transactions between RJR, RJR Tobacco and NGH consist
of several agreements governing the relationships among the parties after the
distribution of RJR's shares to NGH stockholders, including certain tax matters,
indemnification rights and obligations and other matters. As a result of these
agreements, at December 31, 1999, NGH owed RJR approximately $1.3 million. RJR
sold its international tobacco business to Japan Tobacco in 1999. RJR Tobacco
manufactures products for sale by Japan Tobacco, and Japan Tobacco manufactures
products for sale by RJR Tobacco. Additionally, under the sale agreement with
Japan Tobacco, RJR and RJR Tobacco have retained certain liabilities that may
arise from litigation prior to the sale. See note 2 and note 12 for further
information on contingencies.

RJR believes that each of the related party transactions were on terms
similar to those with unaffiliated third parties.

NOTE 19 -- ADDITIONAL INFORMATION

Expenses not disclosed elsewhere were:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Advertising expense................................... $168 $245 $195
Research and development expense...................... 59 64 62
Rent expense.......................................... 44 49 47
</TABLE>

62
<PAGE> 63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 20 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
1999 (1) FIRST SECOND THIRD FOURTH
-------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales................................................... $1,693 $1,907 $1,991 $1,976
Operating income............................................ 178 77 224 243
Income (loss) from continuing operations.................... 30 (39) 96 108
Income (loss) from discontinued operations, net of income
taxes..................................................... 65 2,668 (221) (114)
Loss on early extinguishment of debt, net of income taxes... -- (250) -- --
Net income (loss)........................................... 95 2,379 (125) (6)
Per share data (3):
Basic:
Income (loss) from continuing operations.................. .28 (.36) .88 1.00
Income (loss) from discontinued operations, net of income
taxes.................................................. .60 24.54 (2.03) (1.06)
Loss on early extinguishment of debt, net of income
taxes.................................................. -- (2.30) -- --
Net income (loss)......................................... .88 21.88 (1.15) (.06)
Diluted:
Income (loss) from continuing operations.................. .28 (.36) .88 1.00
Income (loss) from discontinued operations, net of income
taxes.................................................. .60 24.54 (2.03) (1.06)
Loss on early extinguishment of debt, net of income
taxes.................................................. -- (2.30) -- --
Net income (loss)......................................... .88 21.88 (1.15) (.06)
</TABLE>

<TABLE>
<CAPTION>
1998 (2)
--------
<S> <C> <C> <C> <C>
Net sales................................................... $1,213 $1,435 $1,531 $1,537
Operating income (loss)..................................... (72) 164 325 (642)
Income (loss) from continuing operations.................... (141) (14) 121 (485)
Income (loss) from discontinued operations, net of income
taxes..................................................... 133 (100) 49 (79)
Net income (loss)........................................... (8) (114) 170 (564)
Per share data (3):
Basic:
Income (loss) from continuing operations.................. (1.30) (.13) 1.11 (4.46)
Income (loss) from discontinued operations, net of income
taxes.................................................. 1.22 (.92) .45 (.73)
Net income (loss)......................................... (.08) (1.05) 1.56 (5.19)
Diluted:
Income (loss) from continuing operations.................. (1.30) (.13) 1.11 (4.46)
Income (loss) from discontinued operations, net of income
taxes.................................................. 1.22 (.92) .45 (.73)
Net income (loss)......................................... (.08) (1.05) 1.56 (5.19)
</TABLE>

- ---------------

(1) The second quarter of 1999 includes $143 million, $93 million after-tax,
charges related to the close-down of the New York headquarters. The third
quarter of 1999 includes $40 million, $24 million after-tax, for initial,
up-front costs related to the tobacco growers' settlement. The fourth
quarter of 1999 includes a $17 million pre-tax reversal of 1998 accruals
related to the tobacco settlement and related expenses.
(2) The first quarter of 1998 includes $312 million, $199 million after-tax,
related to the agreements reached by RJR Tobacco with the state of Minnesota
and Blue Cross and Blue Shield of Minnesota, as well as other settlement
related costs. The second quarter of 1998 includes $145 million, $97 million
after-tax, of additional tobacco settlement charges relating to certain
prior state settlement agreements. The fourth quarter of 1998 includes $985
million, $632 million after-tax, of tobacco settlement and related charges
as a result of the Master Settlement Agreement.
(3) Earnings per share is computed independently for each of the periods
presented. The sum of the earnings per share amounts for the quarters may
not equal the total for the year.

63
<PAGE> 64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 21 -- CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

RJR has not presented separate financial statements and other disclosures
concerning RJR Tobacco because management has determined that such information
is not material to holders of the exchange notes. RJR Tobacco is a wholly owned
subsidiary of RJR, and has fully and unconditionally guaranteed the exchange
notes.

The following condensed consolidating financial statements of RJR include
the accounts and activities of RJR, the issuer of the exchange notes; RJR
Tobacco, the guarantor of the exchange notes; and the subsidiaries of RJR and
RJR Tobacco that are not guarantors of the exchange notes; and elimination
adjustments.

64
<PAGE> 65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(DOLLARS IN MILLIONS) (UNAUDITED)

<TABLE>
<CAPTION>
ISSUER GUARANTOR NON-GUARANTORS ELIMINATIONS CONSOLIDATED
------ --------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1999
Net sales......................................... $ -- $7,511 $ 56 $ -- $7,567
Cost of products sold............................. -- 3,282 10 -- 3,292
Selling, general and administrative expenses...... 43 3,284 (304) -- 3,023
Amortization of trademarks and goodwill........... -- 260 106 -- 366
Headquarters close-down and related charges....... 143 -- -- -- 143
Interest and debt expense......................... 267 1 -- -- 268
Interest income................................... (4) (85) (25) -- (114)
Other expense (income), net....................... (460) 648 (109) -- 79
------ ------ ------ ------- ------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES................................ 11 121 378 -- 510
Provision for (benefit from) income taxes......... (16) 163 168 -- 315
Equity income (loss) from subsidiaries from
continuing operations........................... 168 209 -- (377) --
------ ------ ------ ------- ------
INCOME (LOSS) FROM CONTINUING OPERATIONS...... 195 167 210 (377) 195
Income (loss) from discontinued operations, net of
taxes........................................... (611) 1,162 1,847 -- 2,398
Equity income (loss) from subsidiaries from
discontinued operations......................... 3,009 1,848 -- (4,857) --
------ ------ ------ ------- ------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM....... 2,593 3,177 2,057 (5,234) 2,593
Extraordinary item - loss on early extinguishment
of debt, net of taxes........................... (250) -- -- -- (250)
------ ------ ------ ------- ------
NET INCOME (LOSS)......................... $2,343 $3,177 $2,057 $(5,234) $2,343
====== ====== ====== ======= ======
FOR THE YEAR ENDED DECEMBER 31, 1998
Net sales......................................... $ -- $5,663 $ 53 $ -- $5,716
Cost of products sold............................. -- 1,341 12 -- 1,353
Selling, general and administrative expenses...... 27 2,963 (210) -- 2,780
Tobacco settlement and related expenses........... -- 1,442 -- -- 1,442
Amortization of trademarks and goodwill........... -- 260 106 -- 366
Interest and debt expense......................... 426 -- -- -- 426
Intercompany interest (income) expense, net....... (951) 955 (4) -- --
Other expense (income), net....................... 28 (59) 59 -- 28
------ ------ ------ ------- ------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES......................... 470 (1,239) 90 -- (679)
Provision for (benefit from) income taxes......... 124 (315) 31 -- (160)
Equity income (loss) from subsidiaries from
continuing operations........................... (865) 59 -- 806 --
------ ------ ------ ------- ------
INCOME (LOSS) FROM CONTINUING OPERATIONS...... (519) (865) 59 806 (519)
Income from discontinued operations, net of
taxes........................................... -- -- 3 -- 3
Equity income (loss) from subsidiaries from
discontinued operations......................... 3 60 -- (63) --
------ ------ ------ ------- ------
NET INCOME (LOSS)......................... $ (516) $ (805) $ 62 $ 743 $ (516)
====== ====== ====== ======= ======
FOR THE YEAR ENDED DECEMBER 31, 1997
Net sales......................................... $ -- $4,990 $ 54 $ -- $5,044
Cost of products sold............................. -- 1,196 13 -- 1,209
Selling, general and administrative expenses...... 29 2,515 (183) -- 2,361
Tobacco settlement and related expenses........... -- 359 -- -- 359
Amortization of trademarks and goodwill........... -- 260 106 -- 366
Restructuring expense............................. -- 80 -- -- 80
Interest and debt expense......................... 433 -- -- -- 433
Intercompany interest (income) expense, net....... (970) 971 (1) -- --
Other expense (income), net....................... 28 (180) 184 -- 32
------ ------ ------ ------- ------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES......................... 480 (211) (65) -- 204
Provision for income taxes........................ 165 20 -- -- 185
Equity income (loss) from subsidiaries from
continuing operations........................... (296) (65) -- 361 --
------ ------ ------ ------- ------
INCOME (LOSS) FROM CONTINUING OPERATIONS...... 19 (296) (65) 361 19
Income from discontinued operations, net of
taxes........................................... -- -- 414 -- 414
Equity income (loss) from subsidiaries from
discontinued operations......................... 414 88 -- (502) --
------ ------ ------ ------- ------
NET INCOME (LOSS)........................... $ 433 $ (208) $ 349 $ (141) $ 433
====== ====== ====== ======= ======
</TABLE>

65
<PAGE> 66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)
(UNAUDITED)

<TABLE>
<CAPTION>
ISSUER GUARANTOR NON-GUARANTORS ELIMINATIONS CONSOLIDATED
------- --------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1999
Cash flows from operating activities.......... $ 138 $ 407 $ 274 $ -- $ 819
Cash flows from (used in) investing
activities:
Net proceeds from the sale of the
international tobacco business............ (35) 2,611 5,184 -- 7,760
Other, net.................................. -- (55) (19) -- (74)
------- ------ -------------- ------------ -------
Net cash flows from (used in) investing
activities........................... (35) 2,556 5,165 -- 7,686
Cash flows from (used in) financing
activities:
Proceeds from issuance of long-term debt.... 1,244 -- -- -- 1,244
Repayments of long-term debt................ (4,450) -- -- -- (4,450)
Transfers and payments to former parent..... (1,968) -- -- -- (1,968)
Intercompany transfer....................... 5,216 (881) (4,335) -- --
Other, net.................................. (185) -- -- -- (185)
------- ------ -------------- ------------ -------
Net cash flows used in financing
activities........................... (143) (881) (4,335) -- (5,359)
------- ------ -------------- ------------ -------
Cash flows related to discontinued operations
(including income taxes paid on the gain on
sale of the international tobacco
business)................................... -- (982) (987) -- (1,969)
------- ------ -------------- ------------ -------
Net change in cash and cash
equivalents.......................... (40) 1,100 117 -- 1,177
Cash and cash equivalents at beginning of
period...................................... 40 (40) -- -- --
------- ------ -------------- ------------ -------
Cash and cash equivalents at end of period.... $ -- $1,060 $ 117 $ -- $ 1,177
======= ====== ============== ============ =======
FOR THE YEAR ENDED DECEMBER 31, 1998
Cash flows from operating activities.......... $ 344 $ 89 $ 136 $ -- $ 569
Cash flows used in investing activities....... (1) (42) -- -- (43)
Cash flows used in financing activities:
Repayments of long-term debt, net........... (68) -- -- -- (68)
Increase in short-term borrowings........... 62 -- -- -- 62
Dividends paid to NGH....................... (607) -- -- -- (607)
Other, net.................................. 170 (32) (136) -- 2
------- ------ -------------- ------------ -------
Net cash flows used in financing
activities........................... (443) (32) (136) -- (611)
Net change in cash and cash
equivalents.......................... (100) 15 -- -- (85)
Cash and cash equivalents at beginning of
period...................................... 140 (55) -- -- 85
------- ------ -------------- ------------ -------
Cash and cash equivalents at end of period.... $ 40 $ (40) $ -- $ -- $ --
======= ====== ============== ============ =======
FOR THE YEAR ENDED DECEMBER 31, 1997
Cash flows from operating activities.......... $ 859 $ 124 $ (4) $ -- $ 979
Cash flows used in investing activities....... -- (46) -- -- (46)
Cash flows from (used in) financing
activities:
Proceeds from issuance of long-term debt.... 345 -- -- -- 345
Repayments of long-term debt, net........... (28) -- -- -- (28)
Decrease in short-term borrowings........... (331) -- -- -- (331)
Dividends paid to NGH....................... (834) -- -- -- (834)
Other, net.................................. 80 (84) 4 -- --
------- ------ -------------- ------------ -------
Net cash flows from (used in) financing
activities........................... (768) (84) 4 -- (848)
------- ------ -------------- ------------ -------
Net change in cash and cash
equivalents.......................... 91 (6) -- -- 85
Cash and cash equivalents at beginning of
period...................................... 49 (49) -- -- --
------- ------ -------------- ------------ -------
Cash and cash equivalents at end of period.... $ 140 $ (55) $ -- $ -- $ 85
======= ====== ============== ============ =======
</TABLE>

66
<PAGE> 67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONDENSED CONSOLIDATING BALANCE SHEETS
(DOLLARS IN MILLIONS)
(UNAUDITED)

<TABLE>
<CAPTION>
ISSUER GUARANTOR NON-GUARANTORS ELIMINATIONS CONSOLIDATED
------- --------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1999
ASSETS
Cash and cash equivalents.............. $ -- $ 1,060 $ 117 $ -- $ 1,177
Other current assets................... 2 827 462 -- 1,291
Trademarks, net........................ -- -- 3,070 -- 3,070
Goodwill, net.......................... -- 7,563 -- -- 7,563
Other noncurrent assets................ 10,141 3,938 4,711 (17,514) 1,276
------- ------- ------- -------- -------
Total assets...................... $10,143 $13,388 $ 8,360 $(17,514) $14,377
======= ======= ======= ======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities.................... $ 673 $ 1,932 $ 463 $ -- $ 3,068
Noncurrent liabilities................. 2,406 1,055 1,133 (349) 4,245
Stockholders' equity................... 7,064 10,401 6,764 (17,165) 7,064
------- ------- ------- -------- -------
Total liabilities and
stockholders' equity............ $10,143 $13,388 $ 8,360 $(17,514) $14,377
======= ======= ======= ======== =======
DECEMBER 31, 1998
ASSETS
Net assets of discontinued
businesses........................... $ -- $ -- $ 5,961 $ -- $ 5,961
Other current assets................... 6,385 3,397 -- (8,749) 1,033
Trademarks, net........................ -- -- 3,176 -- 3,176
Goodwill, net.......................... -- 7,823 -- -- 7,823
Other noncurrent assets................ 9,406 1,228 (2,063) (7,254) 1,317
------- ------- ------- -------- -------
Total assets...................... $15,791 $12,448 $ 7,074 $(16,003) $19,310
======= ======= ======= ======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities.................... $ 473 $ 1,256 $ -- $ -- $ 1,729
Noncurrent liabilities................. 5,432 11,402 1,111 (10,250) 7,695
Stockholders' equity................... 9,886 (210) 5,963 (5,753) 9,886
------- ------- ------- -------- -------
Total liabilities and
stockholders' equity............ $15,791 $12,448 $ 7,074 $(16,003) $19,310
======= ======= ======= ======== =======
</TABLE>

NOTE 22 -- SUBSEQUENT EVENTS

In the fourth quarter of 1999, RJR's board of directors authorized the
repurchase of shares of its common stock, from time to time on the open market,
with a maximum aggregate cost to RJR of $125 million. Effective February 2,
2000, RJR's board of directors expanded its share repurchase authorization by an
additional $100 million that allows repurchase of shares, from time to time on
the open market, with a total cost of $225 million. As of February 23, 2000, RJR
had repurchased 6,370,656 shares of its common stock, with a total cost of $125
million.

67
<PAGE> 68

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Item 10 is incorporated by reference to "Item 1: Election of Directors" and
"Stock Ownership -- Section 16(a) Beneficial Ownership of Reporting Compliance,"
of RJR's Definitive Proxy Statement to be filed with the SEC on or before March
30, 2000. Reference is also made regarding the executive officers of the
registrant to "Executive Officers and Certain Significant Employees of the
Registrant" in Item 4 of Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

Item 11 is incorporated by reference to "Executive Compensation and
Transactions with Management," of RJR's Definitive Proxy Statement to be filed
with the SEC on or before March 30, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 12 is incorporated by reference to "Stock Ownership," of RJR's
Definitive Proxy Statement to be filed with the SEC on or before March 30, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Item 13 is incorporated by reference to "Executive Compensation and
Transactions with Management -- Transactions with directors and executive
officers," of RJR's Definitive Proxy Statement to be filed with the SEC on or
before March 30, 2000.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a). The following documents are filed as a part of this report:

(1). Consolidated Statements of Income for the years ended December 31,
1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended December
31, 1999, 1998 and 1997.
Consolidated Balance Sheets at December 31, 1999 and 1998.
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1999 and 1998.

(2). Financial Statement Schedules have been omitted because the
information required has been separately disclosed in the
consolidated financial statements or notes.

(3). See (c) below.

(b). No reports on Form 8-K were filed during the fourth quarter of 1999.

68
<PAGE> 69

(c). The following exhibits are filed as part of this report, Exhibit Numbers
10.25 - 10.56 are management contracts, compensatory plans or
arrangements:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
2.1 Distribution Agreement dated as of May 12, 1999, among RJR
Nabisco Holdings Corp., RJR Nabisco, Inc. and R. J. Reynolds
Tobacco Company (incorporated by reference to Exhibit 2.1 to
Registrant's Form 8-A filed May 19, 1999).
2.2 Certificate of Merger and Agreement and Plan of Merger among
RJR Nabisco Holdings Corp., RJR Nabisco, Inc. and R.J.
Reynolds Tobacco Holdings, Inc. (incorporated by reference
to Exhibit 2.2 to Registrant's Form 8-K filed May 28, 1999).
3.1 Restated Certificate of Incorporation of R.J. Reynolds
Tobacco Holdings, Inc. (incorporated by reference to Exhibit
3.1 to Registrant's Form 8-K dated June 14, 1999).
3.2 Bylaws of R.J. Reynolds Tobacco Holdings, Inc. (incorporated
by reference to Exhibit 3.2 to the Registrant's Form 8-K
dated June 14, 1999).
4.1 Rights Agreement dated as of May 18, 1999, between R.J.
Reynolds Tobacco Holdings, Inc. and its rights agent
(incorporated by reference to Exhibit 4.1 to Registrant's
Form 8-K dated June 14, 1999).
4.2 Amended and Restated Indenture dated as of July 24, 1995,
between RJR Nabisco, Inc. and The Bank of New York
(incorporated by reference to Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, filed August 8, 1995).
4.3 First Supplemental Indenture and Waiver dated as of April
27, 1999, between RJR Nabisco, Inc. and The Bank of New
York, to the Amended and Restated Indenture dated as of July
24, 1995, between RJR Nabisco, Inc. and The Bank of New
York, as successor trustee (incorporated by reference to
Exhibit 10.3 to Registrant's Form 8-A filed May 19, 1999).
4.4 Second Supplemental Indenture and Waiver dated as of April
27, 1999, between RJR Nabisco, Inc. and The Bank of New
York, to the Amended and Restated Indenture dated as of May
18, 1992 between RJR Nabisco, Inc. and The Bank of New York,
as successor trustee, as amended by the Form of First
Supplemental Indenture and Waiver thereto dated as of June
2, 1995 (incorporated by reference to Exhibit 10.4 to
Registrant's Form 8-A filed May 19, 1999).
4.5 Indenture dated as of May 15, 1999, among RJR Nabisco, Inc.,
R. J. Reynolds Tobacco Company and The Bank of New York, as
trustee (incorporated by reference to Exhibit 10.2 to
Registrant's Form 8-A filed May 19, 1999).
4.6 Registration Rights Agreement dated as of May 18, 1999,
among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated and the other initial purchasers
of the old notes (incorporated by reference to Exhibit 4.2
to Registrant's Registration Statement on Form S-4,
Registration No. 333-83037, filed July 16, 1999).
10.1 Credit Agreement dated as of May 7, 1999, among RJR Nabisco,
Inc., RJR Nabisco Holdings Corp. and the lending
institutions listed and to be listed from time to time on
Annex 1 (incorporated by reference to Exhibit 10.5 to
Registrant's Form 8-A filed May 19, 1999).
10.2 First Amendment to the Credit Agreement dated as of July 12,
1999, among R.J. Reynolds Tobacco Holdings, Inc. and the
lending institutions party to the Credit Agreement
(incorporated by reference to Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, filed August 16, 1999).
10.3 Consent to the Credit Agreement dated as of July 22, 1999,
among R.J. Reynolds Tobacco Holdings, Inc. and the lending
institutions party to the Credit Agreement (incorporated by
reference to Exhibit 10.5 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999,
filed August 16, 1999).
</TABLE>

69
<PAGE> 70

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
10.4 Second Amendment to the Credit Agreement dated as of
November 3, 1999, among R.J. Reynolds Tobacco Holdings, Inc.
and the lending institutions party to the Credit Agreement.
10.5 Form of Subsidiary Guaranty by R. J. Reynolds Tobacco
Company to the creditors defined therein, issued in
connection with the Credit Agreement dated as of May 7,
1999, among RJR Nabisco, Inc., RJR Nabisco Holdings Corp.
and the lending institutions listed and to be listed from
time to time on Annex 1 (incorporated by reference to
Exhibit 10.7 to Registrant's Form 8-A filed May 19, 1999).
10.6 Guarantee dated as of May 18, 1999, by R. J. Reynolds
Tobacco Company to the holders and to The Bank of New York,
as trustee, issued in connection with the Indenture dated as
of May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds
Tobacco Company and The Bank of New York, as trustee
(incorporated by reference to Exhibit 10.6 to Registrant's
Form 8-A filed May 19, 1999).
10.7 Tax Sharing Agreement dated as of June 14, 1999, among RJR
Nabisco Holdings Corp., R.J. Reynolds Tobacco Holdings,
Inc., R. J. Reynolds Tobacco Company and Nabisco Holdings
Corp. (incorporated by reference to Exhibit 10.1 to
Registrant's Form 8-K dated June 14, 1999).
10.8 Agreement dated as of May 20, 1999, among Pension Benefit
Guaranty Corporation, RJR Nabisco Holdings Corp. and R. J.
Reynolds Tobacco Company (incorporated by reference to
Exhibit 10.16 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999, filed August 16, 1999).
10.9 Purchase Agreement dated as of March 9, 1999, as amended and
restated as of May 11, 1999, among R. J. Reynolds Tobacco
Company, RJR Nabisco, Inc. and Japan Tobacco Inc.
(incorporated by reference to Exhibit 2.1 to Registrant's
Form 8-K dated May 12, 1999).
10.10 Settlement Agreement dated August 25, 1997, between the
State of Florida and settling defendants in The State of
Florida v. American Tobacco Co. (incorporated by reference
to Exhibit 2 to Registrant's Form 8-K dated August 25,
1997).
10.11 Comprehensive Settlement Agreement and Release dated January
16, 1998, between the State of Texas and settling defendants
in The State of Texas v. American Tobacco Co. (incorporated
by reference to Exhibit 2 to Registrant's Form 8-K dated
January 16, 1998).
10.12 Settlement Agreement and Release in re: The State of
Minnesota v. Philip Morris, Inc., by and among the State of
Minnesota, Blue Cross and Blue Shield of Minnesota and the
various tobacco company defendants named therein, dated as
of May 8, 1998 (incorporated by reference to Exhibit 99.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1998, filed May 15, 1998).
10.13 Settlement Agreement and Stipulation for Entry of Consent
Judgement in re: The State of Minnesota v. Philip Morris,
Inc., by and among the State of Minnesota, Blue Cross and
Blue Shield of Minnesota and the various tobacco company
defendants named therein, dated as of May 8, 1998
(incorporated by reference to Exhibit 99.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended March
30, 1998, filed May 15, 1998).
10.14 Form of Consent Judgement by Judge Kenneth J. Fitzpatrick,
Judge of District Court in re: The State of Minnesota v.
Philip Morris, Inc.(incorporated by reference to Exhibit
99.3 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1998, filed May 15, 1998).
10.15 Agreement to Pay State of Minnesota Attorney's Fees and
Costs, by and among the State of Minnesota and the various
tobacco companies, dated as of May 8, 1998 (incorporated by
reference to Exhibit 99.4 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 30, 1998, filed May
15, 1998).
</TABLE>

70
<PAGE> 71

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
10.16 Agreement to Pay Blue Cross and Blue Shield of Minnesota
Attorney's Fees and Costs by and among Blue Cross and Blue
Shield of Minnesota and various tobacco companies, dated as
of May 8, 1998 (incorporated by reference to Exhibit 99.5 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1998, filed May 15, 1998).
10.17 Mississippi Fee Payment Agreement dated as of July 2, 1998,
by and among Philip Morris, Inc., R. J. Reynolds Tobacco
Company, Brown & Williamson Tobacco Corporation
(collectively, the "Mississippi Defendants"), the State of
Mississippi ("Mississippi") and Mississippi's private
counsel named therein (the "Mississippi Counsel") in
connection with Moore v. The American Tobacco Co.,
Mississippi Litigation No. 94-1429 (the "Mississippi
Action") (incorporated by reference to Exhibit 99.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, filed August 14, 1998).
10.18 Stipulation of Amendment to Settlement Agreement and for
Entry of Agreed Order dated July 2, 1998, by and among the
Mississippi Defendants, Mississippi and the Mississippi
Counsel in connection with the Mississippi Action
(incorporated by reference to Exhibit 99.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998, filed August 14, 1998).
10.19 Texas Fee Payment Agreement dated as of July 24, 1998, by
and among Philip Morris, Inc., R. J. Reynolds Tobacco
Company, Brown & Williamson Tobacco Corporation, Lorillard
Tobacco Company and United States Tobacco Company
(collectively, the "Texas Defendants"), the State of Texas
("Texas") and Texas' private counsel named therein (the
"Texas Counsel") in connection with Texas v. The American
Tobacco Co., Texas Litigation No. 5-96CV-91 (the "Texas
Action") (incorporated by reference to Exhibit 99.3 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, filed August 14, 1998).
10.20 Stipulation of Amendment to Settlement Agreement and for
Entry of Consent Decree dated July 24, 1998, by and among
the Texas Defendants, Texas and the Texas Counsel in
connection with the Texas Action (incorporated by reference
to Exhibit 99.4 to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, filed August 14,
1998).
10.21 Stipulation of Amendment to Settlement Agreement and for
Entry of Consent Decree dated September 11, 1998, by and
among the State of Florida and the tobacco companies named
therein (incorporated by reference to Exhibit 99.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, filed November 12, 1998).
10.22 Florida Fee Payment Agreement dated September 11, 1998, by
and among the State of Florida, various Florida counsel and
the tobacco companies named therein (incorporated by
reference to Exhibit 99.2 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998, filed
November 12, 1998).
10.23 Form of MFN Escrow Agreement by and among the State of
Florida, the tobacco companies named therein and a bank
acting as escrow agent (incorporated by reference to Exhibit
99.3 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, filed November 12, 1998).
10.24 Master Settlement Agreement (the "MSA") dated November 23,
1998, between the Settling States named in the MSA and the
Participating Manufacturers also named therein (incorporated
by reference to Exhibit 4 to Registrant's Form 8-K dated
November 23, 1998).
10.25 Equity Incentive Award Plan for Directors of R.J. Reynolds
Tobacco Holdings, Inc. and Subsidiaries (Effective June 14,
1999) (the "EIAP") (incorporated by reference to Exhibit
10.8 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, filed August 16, 1999).
</TABLE>

71
<PAGE> 72

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
10.26 Form of Deferred Stock Unit Agreement between R.J. Reynolds
Tobacco Holdings, Inc. and the Director named therein,
pursuant to the EIAP, dated as of June 15, 1999
(incorporated by reference to Exhibit 10.9 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, filed August 16, 1999).
10.27 Form of Stock Option Agreement (Initial) between R.J.
Reynolds Tobacco Holdings, Inc. and the Director named
therein, pursuant to the EIAP, dated as of June 15, 1999
(incorporated by reference to Exhibit 10.10 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, filed August 16, 1999).
10.28 Form of Stock Option Agreement (Annual) between R.J.
Reynolds Tobacco Holdings, Inc. and the Director named
therein, pursuant to the EIAP, dated as of June 15, 1999
(incorporated by reference to Exhibit 10.11 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, filed August 16, 1999).
10.29 Deferred Compensation Plan for Directors between R.J.
Reynolds Tobacco Holdings, Inc. (Effective June 14, 1999)
(incorporated by reference to Exhibit 10.12 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, filed August 16, 1999).
10.30 R.J. Reynolds Tobacco Holdings, Inc. 1999 Long-Term
Incentive Plan (incorporated by reference to Exhibit 10.2 to
Registrant's Form 8-K filed June 16, 1999).
10.31 Form of 1999 Performance Appreciation Rights Agreement under
R.J. Reynolds Tobacco Holdings, Inc. 1999 Long Term
Incentive Plan between R.J. Reynolds Tobacco Holdings, Inc.
and the grantee named therein (incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999, filed August 16, 1999).
10.32 Form of Tandem Restricted Stock/Stock Option Agreement dated
June 15, 1999, between R.J. Reynolds Tobacco Holdings, Inc.
and the grantee named therein (incorporated by reference to
Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999, filed November 12,
1999).
10.33 Form of Tandem Restricted Stock/Stock Option Agreement dated
June 15, 1999, between R.J. Reynolds Tobacco Holdings, Inc.
and Andrew J. Schindler (incorporated by reference to
Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999, filed November 12,
1999).
10.34 Form of Tandem Restricted Stock/Stock Option Agreement dated
July 28, 1999, between R.J. Reynolds Tobacco Holdings, Inc.
and the grantee named therein (incorporated by reference to
Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999, filed November 12,
1999).
10.35 Form of Restricted Stock Agreement dated February 2, 2000,
between R.J. Reynolds Tobacco Holdings, Inc. and the grantee
named therein.
10.36 Form of Performance Unit Agreement (one-year vesting) dated
February 2, 2000, between R.J. Reynolds Tobacco Holdings,
Inc. and the grantee named therein.
10.37 Form of Performance Unit Agreement (three-year vesting)
dated February 2, 2000, between R.J. Reynolds Tobacco
Holdings, Inc. and the grantee named therein.
10.38 Master Trust Agreement, as amended and restated as of
October 12, 1988, between RJR Nabisco, Inc. and Wachovia
Bank and Trust Company, N.A. (incorporated by reference to
Exhibit 10.18 to the Registration Statement on Form S-4 of
RJR Holdings Corp. and RJR Holdings Group, Inc.,
Registration No. 33-27894, filed April 5, 1989, as amended).
10.39 Amendment No. 1 to Master Trust Agreement, dated January 27,
1989 (incorporated by reference to Exhibit 10(g)(ii) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed March 9, 1989).
</TABLE>

72
<PAGE> 73

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
10.40 Amendment No. 2 to Master Trust Agreement, dated January 27,
1989 (incorporated by reference to Exhibit 10(g)(iii) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed March 9, 1989).
10.41 Excess Benefit Master Trust Agreement, as amended and
restated as of October 12, 1988, between RJR Nabisco, Inc.
and Wachovia Bank and Trust Company, N.A. (incorporated by
reference to Exhibit 10.21 to the Registration Statement on
Form S-4 of RJR Holdings Corp. and RJR Holdings Group, Inc.,
Registration No. 33-27894, filed April 5, 1989, as amended).
10.42 Amendment No. 1 to Excess Benefit Master Trust Agreement,
dated January 27, 1989 (incorporated by reference to Exhibit
10(h)(ii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988, filed March 9, 1989).
10.43 RJR Nabisco, Inc. Supplemental Executive Retirement Plan, as
amended on July 21, 1988 (incorporated by reference to
Exhibit 10.32 to the Registration Statement on Form S-4 of
RJR Holdings Corp. and RJR Holdings Group, Inc.,
Registration No. 33-27894, filed April 5, 1989, as amended).
10.44 Amendment to Supplemental Executive Retirement Plan, dated
November 23, 1988 (incorporated by reference to Exhibit
10(m)(ii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988, filed March 9, 1989).
10.45 Amendment No. 2 to Supplemental Executive Retirement Plan,
dated January 27, 1989 (incorporated by reference to Exhibit
10(m)(iii) to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988, filed March 9,
1989).
10.46 Amendment to Supplemental Executive Retirement Plan, dated
April 10, 1993 (incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1993, filed February 24, 1994).
10.47 Retention Trust Agreement dated May 13, 1998, by and between
RJR Nabisco, Inc. and Wachovia Bank, N.A. (incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, filed August 14, 1998).
10.48 Form of Employment Agreement dated as of October 31, 1988,
by and between RJR Nabisco, Inc. and Andrew J. Schindler
(incorporated by reference to Exhibit 10 to Registrant's
Schedule 14D-9 filed on November 8, 1988).
10.49 Form of Special Addendum dated December 20, 1988, to the
Employment Agreement dated as of October 31, 1988, between
RJR Nabisco, Inc. and Andrew J. Schindler (incorporated by
reference to Exhibit 10(d)(i) to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1988,
filed March 8, 1989).
10.50 Amendment dated June 7, 1999, to the Employment Agreement
dated as of October 31, 1988, and previously amended as of
December 20, 1988, between RJR Nabisco, Inc. and Andrew J.
Schindler (incorporated by reference to Exhibit 10.8 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, filed November 12, 1999).
10.51 Change of Control Letter Agreement dated December 5, 1995,
by and among RJR Nabisco Holdings Corp., RJR Nabisco, Inc.
and Andrew J. Schindler (incorporated by reference to
Exhibit 10.44 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, filed February 22,
1996).
10.52 Participation Agreement, RJR Nabisco, Inc. Supplemental
Executive Retirement Plan, for Andrew J. Schindler dated
December 28, 1995 (incorporated by reference to Exhibit
10.45 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed February 22,
1996).
</TABLE>

73
<PAGE> 74

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
10.53 Cash Retention Grant Letter Agreement dated August 17, 1999,
between R.J. Reynolds Tobacco Holdings, Inc. and Andrew J.
Schindler (incorporated by reference to Exhibit 10.9 to the
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, filed November 12, 1999).
10.54 Form of Change of Control Letter Agreement between R.J.
Reynolds Tobacco Holdings, Inc. and the executive officer
named therein (incorporated by reference to Exhibit 10.5 to
the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, filed November 12, 1999).
10.55 Form of Special Severance Benefits Letter Agreement between
R. J. Reynolds Tobacco Company and the executive officer
named therein (incorporated by reference to Exhibit 10.6 to
the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, filed November 12, 1999).
10.56 Form of Amendment to Special Severance Benefits Letter
Agreement between R. J. Reynolds Tobacco Company and the
executive officer named therein (incorporated by reference
to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, filed November 12, 1999).
12.1 Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends/Deficiency in the Coverage of
Combined Fixed Charges and Preferred Stock Dividends by
Earnings Before Fixed Charges for each of the five years
within the period ended December 31, 1999.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Auditors.
27.1 Financial Data Schedule for the Year Ended December 31,
1999.
27.2 Financial Data Schedule for the Year Ended December 31,
1998.
27.3 Financial Data Schedule for the Year Ended December 31,
1997.
99.1 Expanded Litigation Disclosure.
</TABLE>

74
<PAGE> 75

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

Dated: March 8, 2000 By: /s/ Andrew J. Schindler
------------------------------------
Andrew J. Schindler
Chairman of the Board, President,
Chief Executive Officer and
Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Andrew J. Schindler Chairman of the Board, March 8, 2000
- ----------------------------------------------------- President,
Andrew J. Schindler Chief Executive Officer
and Director
(principal executive officer)

/s/ Kenneth J. Lapiejko Executive Vice President, March 8, 2000
- ----------------------------------------------------- Chief Financial Officer
Kenneth J. Lapiejko and Director
(principal financial officer)

/s/ Thomas R. Adams Senior Vice President and March 8, 2000
- ----------------------------------------------------- Controller
Thomas R. Adams (principal accounting officer)

/s/ Mary K. Bush Director March 8, 2000
- -----------------------------------------------------
Mary K. Bush

/s/ John T. Chain, Jr. Director March 8, 2000
- -----------------------------------------------------
John T. Chain, Jr.

/s/ A.D. Frazier, Jr. Director March 8, 2000
- -----------------------------------------------------
A.D. Frazier, Jr.

/s/ Denise Ilitch Director March 8, 2000
- -----------------------------------------------------
Denise Ilitch

/s/ John G. Medlin, Jr. Director March 8, 2000
- -----------------------------------------------------
John G. Medlin, Jr.

/s/ Nana Mensah Director March 8, 2000
- -----------------------------------------------------
Nana Mensah

/s/ Joseph P. Viviano Director March 8, 2000
- -----------------------------------------------------
Joseph P. Viviano

/s/ Thomas C. Wajnert Director March 8, 2000
- -----------------------------------------------------
Thomas C. Wajnert
</TABLE>

75
<PAGE> 76

EXHIBIT INDEX
Exhibit
Number
-------

2.1 Distribution Agreement dated as of May 12, 1999, among RJR
Nabisco Holdings Corp., RJR Nabisco, Inc. and R. J. Reynolds
Tobacco Company (incorporated by reference to Exhibit 2.1 to
Registrant's Form 8-A filed May 19, 1999).

2.2 Certificate of Merger and Agreement and Plan of Merger among
RJR Nabisco Holdings Corp., RJR Nabisco, Inc. and R.J.
Reynolds Tobacco Holdings, Inc. (incorporated by reference to
Exhibit 2.2 to Registrant's Form 8-K filed May 28, 1999).

3.1 Restated Certificate of Incorporation of R.J. Reynolds Tobacco
Holdings, Inc. (incorporated by reference to Exhibit 3.1 to
Registrant's Form 8-K dated June 14, 1999).

3.2 Bylaws of R.J. Reynolds Tobacco Holdings, Inc. (incorporated
by reference to Exhibit 3.2 to the Registrant's Form 8-K dated
June 14, 1999).

4.1 Rights Agreement dated as of May 18, 1999, between R.J.
Reynolds Tobacco Holdings, Inc. and its rights agent
(incorporated by reference to Exhibit 4.1 to Registrant's Form
8-K dated June 14, 1999).

4.2 Amended and Restated Indenture dated as of July 24, 1995,
between RJR Nabisco, Inc. and The Bank of New York
(incorporated by reference to Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995, filed August 8, 1995).

4.3 First Supplemental Indenture and Waiver dated as of April 27,
1999, between RJR Nabisco, Inc. and The Bank of New York, to
the Amended and Restated Indenture dated as of July 24, 1995,
between RJR Nabisco, Inc. and The Bank of New York, as
successor trustee (incorporated by reference to Exhibit 10.3
to Registrant's Form 8-A filed May 19, 1999).

4.4 Second Supplemental Indenture and Waiver dated as of April 27,
1999, between RJR Nabisco, Inc. and The Bank of New York, to
the Amended and Restated Indenture dated as of May 18, 1992
between RJR Nabisco, Inc. and The Bank of New York, as
successor trustee, as amended by the Form of First
Supplemental Indenture and Waiver thereto dated as of June 2,
1995 (incorporated by reference to Exhibit 10.4 to
Registrant's Form 8-A filed May 19, 1999).

4.5 Indenture dated as of May 15, 1999, among RJR Nabisco, Inc.,
R. J. Reynolds Tobacco Company and The Bank of New York, as
trustee (incorporated by reference to Exhibit 10.2 to
Registrant's Form 8-A filed May 19, 1999).

4.6 Registration Rights Agreement dated as of May 18, 1999, among
RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated and the other initial purchasers of the old
notes (incorporated by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-4, Registration
No. 333-83037, filed July 16, 1999).

10.1 Credit Agreement dated as of May 7, 1999, among RJR Nabisco,
Inc., RJR Nabisco Holdings Corp. and the lending institutions
listed and to be listed from time to time on Annex 1
(incorporated by reference to Exhibit 10.5 to Registrant's
Form 8-A filed May 19, 1999).

10.2 First Amendment to the Credit Agreement dated as of July 12,
1999, among R.J. Reynolds Tobacco Holdings, Inc. and the
lending institutions party to the Credit Agreement
(incorporated by reference to Exhibit 10.4 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, filed August 16, 1999).

10.3 Consent to the Credit Agreement dated as of July 22, 1999,
among R.J. Reynolds Tobacco Holdings, Inc. and the lending
institutions party to the Credit Agreement (incorporated by
reference to Exhibit 10.5 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, filed August
16, 1999).

10.4 Second Amendment to the Credit Agreement dated as of November
3, 1999, among R.J. Reynolds Tobacco Holdings, Inc. and the
lending institutions party to the Credit Agreement.

10.5 Form of Subsidiary Guaranty by R. J. Reynolds Tobacco Company
to the creditors defined therein, issued in connection with
the Credit Agreement dated as of May 7, 1999, among RJR
Nabisco, Inc., RJR Nabisco Holdings Corp. and the lending
institutions listed and to be listed from time to time on
Annex 1 (incorporated by reference to Exhibit 10.7 to
Registrant's Form 8-A filed May 19, 1999).

<PAGE> 77

10.6 Guarantee dated as of May 18, 1999, by R. J. Reynolds Tobacco
Company to the holders and to The Bank of New York, as
trustee, issued in connection with the Indenture dated as of
May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco
Company and The Bank of New York, as trustee (incorporated by
reference to Exhibit 10.6 to Registrant's Form 8-A filed May
19, 1999).

10.7 Tax Sharing Agreement dated as of June 14, 1999, among RJR
Nabisco Holdings Corp., R.J. Reynolds Tobacco Holdings, Inc.,
R. J. Reynolds Tobacco Company and Nabisco Holdings Corp.
(incorporated by reference to Exhibit 10.1 to Registrant's
Form 8-K dated June 14, 1999).

10.8 Agreement dated as of May 20, 1999, among Pension Benefit
Guaranty Corporation, RJR Nabisco Holdings Corp. and R. J.
Reynolds Tobacco Company (incorporated by reference to Exhibit
10.16 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, filed August 16, 1999).

10.9 Purchase Agreement dated as of March 9, 1999, as amended and
restated as of May 11, 1999, among R. J. Reynolds Tobacco
Company, RJR Nabisco, Inc. and Japan Tobacco Inc.
(incorporated by reference to Exhibit 2.1 to Registrant's Form
8-K dated May 12, 1999).

10.10 Settlement Agreement dated August 25, 1997, between the State
of Florida and settling defendants in The State of Florida v.
American Tobacco Co. (incorporated by reference to Exhibit 2
to Registrant's Form 8-K dated August 25, 1997).

10.11 Comprehensive Settlement Agreement and Release dated January
16, 1998, between the State of Texas and settling defendants
in The State of Texas v. American Tobacco Co. (incorporated by
reference to Exhibit 2 to Registrant's Form 8-K dated January
16, 1998).

10.12 Settlement Agreement and Release in re: The State of Minnesota
v. Philip Morris, Inc., by and among the State of Minnesota,
Blue Cross and Blue Shield of Minnesota and the various
tobacco company defendants named therein, dated as of May 8,
1998 (incorporated by reference to Exhibit 99.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1998, filed May 15, 1998).

10.13 Settlement Agreement and Stipulation for Entry of Consent
Judgement in re: The State of Minnesota v. Philip Morris,
Inc., by and among the State of Minnesota, Blue Cross and Blue
Shield of Minnesota and the various tobacco company defendants
named therein, dated as of May 8, 1998 (incorporated by
reference to Exhibit 99.2 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 30, 1998, filed May 15,
1998).

10.14 Form of Consent Judgement by Judge Kenneth J. Fitzpatrick,
Judge of District Court in re: The State of Minnesota v.
Philip Morris, Inc. (incorporated by reference to Exhibit 99.3
to Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1998, filed May 15, 1998).

10.15 Agreement to Pay State of Minnesota Attorney's Fees and Costs,
by and among the State of Minnesota and the various tobacco
companies, dated as of May 8, 1998 (incorporated by reference
to Exhibit 99.4 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 30, 1998, filed May 15, 1998).

10.16 Agreement to Pay Blue Cross and Blue Shield of Minnesota
Attorney's Fees and Costs by and among Blue Cross and Blue
Shield of Minnesota and various tobacco companies, dated as of
May 8, 1998 (incorporated by reference to Exhibit 99.5 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1998, filed May 15, 1998).

10.17 Mississippi Fee Payment Agreement dated as of July 2, 1998, by
and among Philip Morris, Inc., R. J. Reynolds Tobacco Company,
Brown & Williamson Tobacco Corporation (collectively, the
"Mississippi Defendants"), the State of Mississippi
("Mississippi") and Mississippi's private counsel named
therein (the "Mississippi Counsel") in connection with Moore
v. The American Tobacco Co., Mississippi Litigation No.
94-1429 (the "Mississippi Action") (incorporated by reference
to Exhibit 99.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998, filed August 14, 1998).

<PAGE> 78

10.18 Stipulation of Amendment to Settlement Agreement and for Entry
of Agreed Order dated July 2, 1998, by and among the
Mississippi Defendants, Mississippi and the Mississippi
Counsel in connection with the Mississippi Action
(incorporated by reference to Exhibit 99.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998, filed August 14, 1998).

10.19 Texas Fee Payment Agreement dated as of July 24, 1998, by and
among Philip Morris, Inc., R. J. Reynolds Tobacco Company,
Brown & Williamson Tobacco Corporation, Lorillard Tobacco
Company and United States Tobacco Company (collectively, the
"Texas Defendants"), the State of Texas ("Texas") and Texas'
private counsel named therein (the "Texas Counsel") in
connection with Texas v. The American Tobacco Co., Texas
Litigation No. 5-96CV-91 (the "Texas Action") (incorporated by
reference to Exhibit 99.3 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, filed August
14, 1998).

10.20 Stipulation of Amendment to Settlement Agreement and for Entry
of Consent Decree dated July 24, 1998, by and among the Texas
Defendants, Texas and the Texas Counsel in connection with the
Texas Action (incorporated by reference to Exhibit 99.4 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, filed August 14, 1998).

10.21 Stipulation of Amendment to Settlement Agreement and for Entry
of Consent Decree dated September 11, 1998, by and among the
State of Florida and the tobacco companies named therein
(incorporated by reference to Exhibit 99.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1998, filed November 12, 1998).

10.22 Florida Fee Payment Agreement dated September 11, 1998, by and
among the State of Florida, various Florida counsel and the
tobacco companies named therein (incorporated by reference to
Exhibit 99.2 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998, filed November 12,
1998).

10.23 Form of MFN Escrow Agreement by and among the State of
Florida, the tobacco companies named therein and a bank acting
as escrow agent (incorporated by reference to Exhibit 99.3 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, filed November 12, 1998).

10.24 Master Settlement Agreement (the "MSA") dated November 23,
1998, between the Settling States named in the MSA and the
Participating Manufacturers also named therein (incorporated
by reference to Exhibit 4 to Registrant's Form 8-K dated
November 23, 1998).

10.25 Equity Incentive Award Plan for Directors of R.J. Reynolds
Tobacco Holdings, Inc. and Subsidiaries (Effective June 14,
1999) (the "EIAP") (incorporated by reference to Exhibit 10.8
to Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, filed August 16, 1999).

10.26 Form of Deferred Stock Unit Agreement between R.J. Reynolds
Tobacco Holdings, Inc. and the Director named therein,
pursuant to the EIAP, dated as of June 15, 1999 (incorporated
by reference to Exhibit 10.9 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, filed August
16, 1999).

10.27 Form of Stock Option Agreement (Initial) between R.J. Reynolds
Tobacco Holdings, Inc. and the Director named therein,
pursuant to the EIAP, dated as of June 15, 1999 (incorporated
by reference to Exhibit 10.10 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, filed August
16, 1999).

10.28 Form of Stock Option Agreement (Annual) between R.J. Reynolds
Tobacco Holdings, Inc. and the Director named therein,
pursuant to the EIAP, dated as of June 15, 1999 (incorporated
by reference to Exhibit 10.11 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, filed August
16, 1999).

10.29 Deferred Compensation Plan for Directors between R.J. Reynolds
Tobacco Holdings, Inc. (Effective June 14, 1999) (incorporated
by reference to Exhibit 10.12 to Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, filed August
16, 1999).

10.30 R.J. Reynolds Tobacco Holdings, Inc. 1999 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.2 to
Registrant's Form 8-K filed June 16, 1999).

<PAGE> 79

10.31 Form of 1999 Performance Appreciation Rights Agreement under
R.J. Reynolds Tobacco Holdings, Inc. 1999 Long Term Incentive
Plan between R.J. Reynolds Tobacco Holdings, Inc. and the
grantee named therein (incorporated by reference to Exhibit
10.1 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, filed August 16, 1999).

10.32 Form of Tandem Restricted Stock/Stock Option Agreement dated
June 15, 1999, between R.J. Reynolds Tobacco Holdings, Inc.
and the grantee named therein (incorporated by reference to
Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, filed November 12,
1999).

10.33 Form of Tandem Restricted Stock/Stock Option Agreement dated
June 15, 1999, between R.J. Reynolds Tobacco Holdings, Inc.
and Andrew J. Schindler (incorporated by reference to Exhibit
10.3 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, filed November 12, 1999).

10.34 Form of Tandem Restricted Stock/Stock Option Agreement dated
July 28, 1999, between R.J. Reynolds Tobacco Holdings, Inc.
and the grantee named therein (incorporated by reference to
Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, filed November 12,
1999).

10.35 Form of Restricted Stock Agreement dated February 2, 2000,
between R.J. Reynolds Tobacco Holdings, Inc. and the grantee
named therein.

10.36 Form of Performance Unit Agreement (one-year vesting) dated
February 2, 2000, between R.J. Reynolds Tobacco Holdings, Inc.
and the grantee named therein.

10.37 Form of Performance Unit Agreement (three-year vesting) dated
February 2, 2000, between R.J. Reynolds Tobacco Holdings, Inc.
and the grantee named therein.

10.38 Master Trust Agreement, as amended and restated as of October
12, 1988, between RJR Nabisco, Inc. and Wachovia Bank and
Trust Company, N.A. (incorporated by reference to Exhibit
10.18 to the Registration Statement on Form S-4 of RJR
Holdings Corp. and RJR Holdings Group, Inc., Registration No.
33-27894, filed April 5, 1989, as amended).

10.39 Amendment No. 1 to Master Trust Agreement, dated January 27,
1989 (incorporated by reference to Exhibit 10(g)(ii) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed March 9, 1989).

10.40 Amendment No. 2 to Master Trust Agreement, dated January 27,
1989 (incorporated by reference to Exhibit 10(g)(iii) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed March 9, 1989).

10.41 Excess Benefit Master Trust Agreement, as amended and restated
as of October 12, 1988, between RJR Nabisco, Inc. and Wachovia
Bank and Trust Company, N.A. (incorporated by reference to
Exhibit 10.21 to the Registration Statement on Form S-4 of RJR
Holdings Corp. and RJR Holdings Group, Inc., Registration No.
33-27894, filed April 5, 1989, as amended).

10.42 Amendment No. 1 to Excess Benefit Master Trust Agreement,
dated January 27, 1989 (incorporated by reference to Exhibit
10(h)(ii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988, filed March 9, 1989).

10.43 RJR Nabisco, Inc. Supplemental Executive Retirement Plan, as
amended on July 21, 1988 (incorporated by reference to Exhibit
10.32 to the Registration Statement on Form S-4 of RJR
Holdings Corp. and RJR Holdings Group, Inc., Registration No.
33-27894, filed April 5, 1989, as amended).

10.44 Amendment to Supplemental Executive Retirement Plan, dated
November 23, 1988 (incorporated by reference to Exhibit
10(m)(ii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988, filed March 9, 1989).

10.45 Amendment No. 2 to Supplemental Executive Retirement Plan,
dated January 27, 1989 (incorporated by reference to Exhibit
10(m)(iii) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988, filed March 9, 1989).

10.46 Amendment to Supplemental Executive Retirement Plan, dated
April 10, 1993 (incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1993, filed February 24, 1994).

<PAGE> 80

10.47 Retention Trust Agreement dated May 13, 1998, by and between
RJR Nabisco, Inc. and Wachovia Bank, N.A. (incorporated by
reference to Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, filed August 14, 1998).

10.48 Form of Employment Agreement dated as of October 31, 1988, by
and between RJR Nabisco, Inc. and Andrew J. Schindler
(incorporated by reference to Exhibit 10 to Registrant's
Schedule 14D-9 filed on November 8, 1988).

10.49 Form of Special Addendum dated December 20, 1988, to the
Employment Agreement dated as of October 31, 1988, between RJR
Nabisco, Inc. and Andrew J. Schindler (incorporated by
reference to Exhibit 10(d)(i) to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988, filed
March 8, 1989).

10.50 Amendment dated June 7, 1999, to the Employment Agreement
dated as of October 31, 1988, and previously amended as of
December 20, 1988, between RJR Nabisco, Inc. and Andrew J.
Schindler (incorporated by reference to Exhibit 10.8 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, filed November 12, 1999).

10.51 Change of Control Letter Agreement dated December 5, 1995, by
and among RJR Nabisco Holdings Corp., RJR Nabisco, Inc. and
Andrew J. Schindler (incorporated by reference to Exhibit
10.44 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed February 22, 1996).

10.52 Participation Agreement, RJR Nabisco, Inc. Supplemental
Executive Retirement Plan, for Andrew J. Schindler dated
December 28, 1995 (incorporated by reference to Exhibit 10.45
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed February 22, 1996).

10.53 Cash Retention Grant Letter Agreement dated August 17, 1999,
between R.J. Reynolds Tobacco Holdings, Inc. and Andrew J.
Schindler (incorporated by reference to Exhibit 10.9 to the
Quarterly Report on Form 10-Q for the quarter ended September
30, 1999, filed November 12, 1999).

10.54 Form of Change of Control Letter Agreement between R.J.
Reynolds Tobacco Holdings, Inc. and the executive officer
named therein (incorporated by reference to Exhibit 10.5 to
the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, filed November 12, 1999).

10.55 Form of Special Severance Benefits Letter Agreement between R.
J. Reynolds Tobacco Company and the executive officer named
therein (incorporated by reference to Exhibit 10.6 to the
Quarterly Report on Form 10-Q for the quarter ended September
30, 1999, filed November 12, 1999).

10.56 Form of Amendment to Special Severance Benefits Letter
Agreement between R. J. Reynolds Tobacco Company and the
executive officer named therein (incorporated by reference to
Exhibit 10.7 to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, filed November 12, 1999).

12.1 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends/Deficiency in the Coverage of
Combined Fixed Charges and Preferred Stock Dividends by
Earnings Before Fixed Charges for each of the five years
within the period ended December 31, 1999.

21.1 Subsidiaries of the Registrant.

23.1 Consent of Independent Auditors.

27.1 Financial Data Schedule for the Year Ended December 31, 1999.

27.2 Financial Data Schedule for the Year Ended December 31, 1998.

27.3 Financial Data Schedule for the Year Ended December 31, 1997.

99.1 Expanded Litigation Disclosure.

<PAGE> 1

Exhibit 10.4

SECOND AMENDMENT TO THE CREDIT AGREEMENT

SECOND AMENDMENT, dated as of November 3, 1999, among R.J.
REYNOLDS TOBACCO HOLDINGS, INC. (f/k/a/ RJR NABISCO, INC.), a Delaware
corporation (the "Borrower") and lending institutions party to the Credit
Agreement referred to below (the "Amendment"). All capitalized terms used herein
and not otherwise defined herein shall have the respective meanings provided
such terms in the Credit Agreement (as defined below).

W I T N E S S E T H :

WHEREAS, the Borrower and various lending institutions (the
"Lenders") are parties to a Credit Agreement, dated as of May 7, 1999 (as
amended, modified or supplemented through but not including the date hereof, the
"Credit Agreement"); and

WHEREAS, the Borrower and the Lenders wish to amend the Credit
Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Amendment to the Credit Agreement.

1. Section 8.02(a)(ii) of the Credit Agreement is hereby
amended by inserting the text "any of IHC," immediately before the text "FSH"
appearing in said Section.

2. Section 8.02(c) of the Credit Agreement is hereby amended
by inserting the following text "if a Guaranty Event has occurred and is
continuing," at the beginning of the first clause (y) of said Section.

3. Section 8.04(i) of the Credit Agreement is hereby amended
by inserting the text "(w) owing to R.J. Reynolds Tobacco Co., a Delaware
corporation, on the Closing Date, together with any accrued or capitalized
interest in respect thereof," immediately before clause (x) of said Section.

4. Section 8.05(iv) of the Credit Agreement is hereby deleted
in its entirety and the following new Section 8.05(iv) is inserted in lieu
thereof:

"(iv) Parent may declare and pay, or otherwise pay or make, any
other Dividend provided that, at the time it is, in the case of a
Non-Declared Dividend, paid or made and, in the case of any other
Dividend, declared or otherwise authorized, the aggregate amount of
such Dividend, when added to all Non-Declared Dividends theretofore
paid or made

<PAGE> 2

and any other Dividends theretofore declared or otherwise authorized
(or paid) pursuant to this clause (iv) after the Closing Date shall not
exceed an amount equal to the sum of (x) $500,000,000 plus (y) 50% of
Cumulative Adjusted Cash Net Income plus (z) the aggregate cash
proceeds (net of underwriting discounts and commissions) received by
Parent after the Closing Date from issuances of its equity securities
(provided that the aggregate amount of such aggregate net cash proceeds
received in any twelve-month period shall be deemed not to exceed
$250,000,000 for purposes of this clause (iv)(z)), in each case
determined at, in the case of a Non-Declared Dividend, the date paid or
made and, in the case of any other Dividend, the date declared or
otherwise authorized, provided that such Dividend (other than a
Dividend that is a Non-Declared Dividend) is paid within 75 days of the
making of such declaration or other authorization, and to the extent
not Parent, the Borrower may declare and pay, or otherwise effect,
Dividends to Holdings to fund the permitted Dividends that are paid by
Holdings while Parent pursuant to this clause (iv), provided that (a)
any Dividend declared by Holdings while Parent that is paid by Holdings
after the consummation of the Spin-Off and is not funded by Dividends
from the Borrower will not be included in the computation of Dividends
declared or otherwise authorized by Parent for the purposes of this
clause (iv), (b) Holdings, while Parent, may declare a Dividend for
payment on or prior to July 1, 1999 in an amount not in excess of the
last regularly scheduled Dividend paid by Holdings prior to the Closing
Date and such Dividend (except to the extent not funded by a cash pass
through dividend paid by NHC in an amount at least comparable to the
dividend paid by NHC in respect of such last scheduled quarterly
Dividend so paid by Holdings) will not be included in the computation
of Dividends declared by Parent for purposes of this clause (iv) and
(c) Dividends may only be paid or made by Parent under this clause (iv)
if at the time of, in the case of a Non-Declared Dividend, the date
paid or made and, in the case of any other Dividend, the date declared
or otherwise authorized the excess of (i) the sum of the Total
Unutilized Commitment and Permanent Surplus Cash, in each case at such
time over (ii) the sum of (A) the amount of, in the case of a
Non-Declared Dividend, the aggregate amount of such Non-Declared
Dividend plus any other Dividends theretofore declared or otherwise
authorized but then unpaid and, in the case of any other Dividend, the
amount thereof so declared or otherwise authorized and (B) the
outstanding principal or face amount of Supported CP at such time shall
equal at least $225,000,000;".

5. The preamble to Section 8.05 of the Credit Agreement is
hereby amended by deleting the text "return any capital to its shareholders or
authorize or make" and inserting the text "make, declare or otherwise authorize
any return of capital to its shareholders or make, declare or otherwise
authorize" in lieu thereof.

6. Section 10 of the Credit Agreement is hereby amended by
inserting the following definition in said Section in appropriate alphabetical
order:

"Non-Declared Dividend" shall mean and include, as to any
Person, (i) the redemption, retirement, purchase or other acquisition, directly
or indirectly, for a consideration, of any shares of any class of its capital
stock or of any other equity interests of such Person now or hereafter
outstanding (or any warrants for or options or stock or similar appreciation
rights in

-2-
<PAGE> 3

respect of any such shares or equity interests but not including any convertible
debt) or the setting aside of any funds for any of the foregoing purposes and
(ii) the making or payment of any other Dividend by such Person which does not
require or involve a declaration or authorization by such Person.

II. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this
Amendment, the Borrower hereby (i) makes each of the representations, warranties
and agreements contained in Section 6 of the Credit Agreement and (ii)
represents and warrants that there exists no Default or Event of Default, in
each case on the date hereof and on the Second Amendment Effective Date (as
defined below), both before and after giving effect to this Amendment.

2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document (as defined in the Credit
Agreement).

3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.

4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

5. This Amendment shall become effective as of the date first
written above on the date (the "Second Amendment Effective Date") when (i) the
Borrower and (ii) Lenders constituting Required Lenders under the Credit
Agreement shall have signed a copy hereof (whether the same or different copies)
and shall have delivered (including by way of facsimile transmission) the same
to White & Case, L.L.P., 1155 Avenue of the Americas, New York, New York 10036,
Attention: Darryl Carbonaro (Facsimile No.: (212) 354-8113). After transmitting
its executed signature page to White & Case, L.L.P. as provided above, each of
the Lenders shall deliver executed hard copies of this Amendment to White &
Case, L.L.P., Attention: Darryl Carbonaro at the address provided above.

* * *

-3-
<PAGE> 4

IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

By
Title:

SENIOR MANAGING AGENTS

THE CHASE MANHATTAN BANK, Individually
and as Administrative Agent

By:
Name:
Title:

BANKERS TRUST COMPANY, Individually
and as Syndication Agent

By:
Name:
Title:

CITIBANK, N.A., Individually and
as Syndication Agent

By:
Name:
Title:

-4-
<PAGE> 5

CREDIT LYONNAIS, NEW YORK BRANCH,
Individually and as Syndication
Agent

By:
Name:
Title:

THE FUJI BANK, LIMITED, Individually
and as Syndication Agent

By:
Name:
Title:

BARCLAYS BANK PLC (NEW YORK),
Individually and as Syndication
Agent

By:
Name:
Title:

-5-
<PAGE> 6

ABN AMRO BANK (NEW YORK)

By:
Name:
Title:

CREDIT SUISSE FIRST BOSTON

By:
Name:
Title:

HSBC BANK USA

By:
Name:
Title:

THE BANK OF NOVA SCOTIA

By:
Name:
Title:

-6-
<PAGE> 7

THE BANK OF NEW YORK

By:
Name:
Title:

THE SUMITOMO BANK, LIMITED

By:
Name:
Title:

CITY NATIONAL BANK OF NEW JERSEY

By:
Name:
Title:

NORDDEUTSCHE LANDESBANK
(NEW YORK)

By:
Name:
Title:

UBS AG, STAMFORD BRANCH

By:
Name:
Title:

-7-
<PAGE> 8

WACHOVIA BANK, N.A.

By:
Name:
Title:

BANKBOSTON, N.A.

By:
Name:
Title:

ERSTE BANK

By:
Name:
Title:

EUROPEAN-AMERICAN BANK

By:
Name:
Title:

FIRST HAWAIIAN BANK

By:
Name:
Title:

-8-
<PAGE> 9

PIMCO TOTAL RETURN FUND

By:
Name:
Title:

ROYALTON COMPANY

By:
Name:
Title:

STOCK PLUS, L.P., FUND A

By:
Name:
Title:

-9-

<PAGE> 1

EXHIBIT 10.35

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
1999 LONG TERM INCENTIVE PLAN

--------------------------------

RESTRICTED STOCK AGREEMENT

--------------------------------

DATE OF GRANT: February 2, 2000

W I T N E S S E T H:

1. Grant of Restricted Stock. Pursuant to the provisions of the 1999
Long Term Incentive Plan (the "Plan"), R.J. Reynolds Tobacco Holdings, Inc. (the
"Company") on the above date has granted, and this Restricted Stock Agreement
(this "Agreement") evidences the grant to ________________ (THE "GRANTEE")

subject to the terms and conditions which follow and the terms and conditions of
the Plan, of a total of __________ SHARES

of Common Stock of the Company ("Common Stock"). A copy of the Plan is attached
and made a part of this Agreement with the same effect as if set forth in the
Agreement itself. All capitalized terms used in this Agreement below shall have
the meaning set forth in the Plan, unless otherwise indicated.

2. Receipt and Delivery of Stock. The Grantee waives receipt from the
Company of a certificate or certificates representing the shares of Common Stock
granted hereunder, registered in the Grantee's name and bearing a legend
evidencing the restrictions imposed on such shares of Common Stock by this
Agreement. The Grantee acknowledges and agrees that the Company shall retain
custody of such certificate or certificates until the restrictions imposed by
Section 3 of this Agreement on the shares of Common Stock granted hereunder
lapse. The Grantee acknowledges and agrees that, alternatively, the shares of
Common Stock granted hereunder may be maintained in book-entry form with
instructions from the Company to the Company's transfer agent that such shares
shall remain restricted until the restrictions imposed by Section 3 of this
Agreement on such shares lapse.

3. Restrictions on Transfer of Stock. The shares of Common Stock
granted hereunder may not be sold, tendered, assigned, transferred, pledged or
otherwise encumbered prior to the earliest of:

<PAGE> 2

(a) the later of February 2, 2003 or the date
the Annual Incentive Award Plan ("AIAP")
score for 2002 is determined (the "Normal
Vesting Date"), for 100% of the shares;

(b) the date of the Grantee's death, for 100% of
the shares;

(c) the date of the Grantee's Permanent
Disability (as defined in the Company's Long
Term Disability Plan), for 100% of the
shares;

(d) the date of the Grantee's Retirement (as
defined in this Section 3); or

(e) the date of a Change of Control (as defined
in the Plan), for 100% of the shares.

For purposes of this Agreement, the term "Retirement" shall mean
retirement at age 65 or over, or early retirement at age 55 or over with the
approval of the Chief Executive Officer of the Company, which approval
specifically states the number or percentage of shares (rounded to the nearest
whole number of shares) with respect to which the restrictions referred to in
this Section 3 will lapse.

In the event of the Grantee's involuntary Termination of Employment
without Cause (as such terms are defined in Section 5 of this Agreement), the
restrictions imposed by this Section 3 will lapse with respect to that number of
shares of Common Stock (rounded to the nearest whole number of shares) which is
equal to the product of (i) the total number of shares of Common Stock granted
to the Grantee under this Agreement and (ii) a fraction, the numerator of which
is the number of whole or partial months between the Date of Grant and date of
the Grantee's Termination of Employment, and the denominator of which is 36.

At the time the restrictions imposed by this Section 3 shall lapse, the
appropriate number of shares of Common Stock shall be delivered to the Grantee
without a restrictive legend on any Common Stock certificate, or, if such shares
are held in book-entry form, the Company's transfer agent shall be instructed to
remove the restrictions on such shares.

4. Forfeiture of Stock; Grant of Additional Stock. (a) For the shares
of Common Stock granted hereunder to vest, the Company must pay to its
stockholders a dividend of at least $0.775 per share in any quarter during the
period commencing on January 1, 2000 and ending on December 31, 2002 (the
"Threshold Requirement"), unless the Company's Board of Directors specifically
approves the nonforfeiture of such shares upon the declaration of a quarterly
dividend of less than $0.775 per share. In the event the Company fails to pay to
its stockholders a dividend of at least $.0775 per share per quarter for each of
the twelve fiscal quarters commencing on January 1,

2
<PAGE> 3

2000 and ending on December 31, 2002 and the Company's Board of Directors does
not approve the nonforfeiture of the shares of Common Stock granted hereunder,
the Grantee shall forfeit all right, title and interest in and to the shares of
Common Stock still subject to the restrictions set forth in Section 3 of this
Agreement and to any dividends to be paid thereafter on such shares.

(b) On the Normal Vesting Date, if the Threshold Requirement is met or
otherwise waived by the Company's Board of Directors, the original number of
shares of Common Stock granted to the Grantee under this Agreement and still
subject to the restrictions set forth in Section 3 of this Agreement (the
"Original Number"), shall be multiplied by the average of the total weighted
AIAP scores for the financial and market share components of the AIAP for each
of 2000, 2001 and 2002 resulting in a "Revised Number." If the Revised Number is
greater than the Original Number, the Company shall issue an additional number
of shares of Common Stock to the Grantee equal to the difference between the
Revised Number and the Original Number (rounded to the nearest whole number of
shares) as soon as practicable after the Normal Vesting Date. If the Revised
Number is less than the Original Number, the Grantee immediately shall forfeit
all right, title and interest in and to that number of shares of Common Stock
equal to the difference between the Original Number and the Revised Number
(rounded to the nearest whole number of shares) and to any dividends to be paid
thereafter on such shares.

(c) Upon the Grantee's voluntary Termination of Employment or
Termination of Employment for Cause (as such terms are defined in Section 5 of
this Agreement), the Grantee shall forfeit all right, title and interest in and
to the shares of Common Stock still subject to the restrictions set forth in
Section 3 of this Agreement and to any dividends to be paid thereafter on such
shares.

(d) Any shares of Common Stock granted hereunder and subsequently
forfeited shall revert to the Company and shall not become transferable by the
Grantee or anyone claiming through the Grantee. The Compensation Committee of
the Company's Board of Directors (the "Compensation Committee") or its agent
shall act promptly to record forfeitures pursuant to this Section 4 on the stock
transfer books of the Company.

5. Termination of Employment. (a) For purposes of this Agreement, the
term "Termination of Employment" shall mean termination from active employment
with the Company or a subsidiary of the Company; it does not mean the
termination of pay and benefits at the end of a period of salary continuation
(or other form of severance pay or pay in lieu of salary).

3
<PAGE> 4

terminated for "Cause" if the Termination of Employment results from the
Grantee's: (i) criminal conduct; (ii) deliberate and continual refusal to
perform employment duties on substantially a full time basis; (iii) deliberate
and continual refusal to act in accordance with any specific lawful instructions
of an authorized officer or employee more senior than the Grantee; or (iv)
deliberate misconduct which could be materially damaging to the Company or any
of its business operations without a reasonable good faith belief by the Grantee
that such conduct was in the best interests of the Company. A Termination of
Employment shall not be deemed for Cause hereunder unless the senior human
resources executive of the Company shall confirm that any such Termination of
Employment is for Cause. Any voluntary Termination of Employment by the Grantee
in anticipation of an involuntary Termination of Employment for Cause shall be
deemed to be a Termination of Employment for Cause.

6. Dividends. If the Grantee is a shareholder of record on any
applicable record date, the Grantee shall receive any dividends on the shares of
Common Stock granted hereunder when paid regardless of whether the restrictions
imposed by Section 3 of this Agreement have lapsed.

7. Voting. If the Grantee is a shareholder of record on any applicable
record date, the Grantee shall have the right to vote the shares of Common Stock
granted hereunder regardless of whether the restrictions imposed by Section 3 of
this Agreement have lapsed.

8. No Right to Employment. The execution and delivery of this Agreement
and the granting of shares of Common Stock hereunder shall not constitute or be
evidence of any agreement or understanding, express or implied, on the part of
the Company or its subsidiaries to employ the Grantee for any specific period or
in any particular capacity and shall not prevent the Company or its subsidiaries
from terminating the Grantee's employment at any time with or without Cause.

9. Registration. The shares of Common Stock granted hereunder may be
offered and sold by the Grantee only if such shares are registered for resale
under the Securities Act of 1933 (the "1933 Act"), as amended, or if an
exemption from registration under such Act is available. The Company has no
obligation to effect such registration. By executing this Agreement, the Grantee
(a) agrees not to offer or sell the shares of Common Stock granted hereunder
unless and until such shares are registered for resale under the 1933 Act or an
exemption from registration is available, (b) represents that the Grantee
accepts such shares of Common Stock for his own account for investment and not
with a view to, or for sale in connection with, the distribution of any part
thereof and (c) agrees that the Grantee or the Grantee's beneficiary, on
request, will be obligated to repeat these representations in writing prior to
any future delivery of such shares of Common Stock.

10. Change in Common Stock or Corporate Structure. In the event of any
stock

4
<PAGE> 5

split, spin-off, stock dividend, extraordinary cash dividend, stock combination
or reclassification, recapitalization or merger, change in control, or similar
event, the Compensation Committee shall make an appropriate adjustment to the
number or kind of shares or other consideration covered by this Agreement and to
the level of dividends required under Section 4(a) of this Agreement, and such
other revisions to this Agreement as it deems are equitably required. Any
adjustment or revision made by the Compensation Committee shall be final and
binding on the Grantee, the Company and all other interested persons; provided,
however, that the Compensation Committee may not make any such adjustments or
revisions that are adverse to the Grantee without the Grantee's written consent.

11. Application of Laws. The granting of shares of Common Stock
hereunder shall be subject to all applicable laws, rules and regulations and to
such approvals of any governmental agencies as may be required.

12. Taxes. Any taxes required by federal, state or local laws to be
withheld by the Company on the Date of Grant or the delivery of unrestricted
shares of Common Stock hereunder shall be paid to the Company by the Grantee by
the time such taxes are required to be paid or deposited by the Company. The
Grantee hereby authorizes the conversion to cash by the Company of a sufficient
number of shares of Common Stock to satisfy the withholding prior to the
delivery of unrestricted shares of Common Stock.

13. Notices. Any notices required to be given hereunder to the Company
shall be addressed to The Secretary, R.J. Reynolds Tobacco Holdings, Inc., Post
Office Box 2866, Winston-Salem, NC 27102-2866, and any notice required to be
given hereunder to the Grantee shall be sent to the Grantee's address as shown
on the records of the Company.

14. Administration and Interpretation. In consideration of the grant,
the Grantee specifically agrees that the Compensation Committee shall have the
exclusive power to interpret the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan and Agreement
as are consistent therewith and to interpret or revoke any such rules. All
actions taken and all interpretations and determinations made by the
Compensation Committee shall be final, conclusive, and binding upon the Grantee,
the Company and all other interested persons. No member of the Compensation
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Agreement. The
Compensation Committee may delegate its interpretive authority to an officer or
officers of the Company.

15. Amendment. This Agreement is subject to the Plan, a copy of which
is attached. The Board of Directors may amend the Plan and the Compensation
Committee may amend this Agreement at any time and in any way, except that any
amendment of the Plan or this Agreement that would impair the Grantee's rights
under this Agreement may not be made without the Grantee's written consent.

16. GOVERNING LAW. THE LAWS OF THE STATE OF DELAWARE

5
<PAGE> 6

SHALL GOVERN THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS
AGREEMENT, REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF
CONFLICTS OF LAWS.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Grantee have executed this agreement as of the Date of Grant first above
written.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

By: ------------------------------------
Authorized Signatory

- -------------------------
Grantee

Grantee's Taxpayer Identification Number:

- -------------------------

Grantee's Home Address:

- -------------------------

<PAGE> 1

EXHIBIT 10.36

Performance Unit
One-Year Vest

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
1999 LONG TERM INCENTIVE PLAN

---------------------------------

PERFORMANCE UNIT AGREEMENT

---------------------------------

DATE OF GRANT: FEBRUARY 2, 2000

W I T N E S S E T H:

1. Grant. Pursuant to the provisions of the 1999 Long Term Incentive
Plan (collectively, the "Plan"), R.J. Reynolds Tobacco Holdings, Inc. (the
"Company") on the above date has granted to _____________ (THE "GRANTEE"),

subject to the terms and conditions which follow and the terms and conditions of
the Plan, a target of ____________ PERFORMANCE UNITS.

A copy of the Plan is attached and made a part of this Agreement with the same
effect as if set forth in the Agreement itself. All capitalized terms used in
this Agreement shall have the meaning set forth in the Plan, unless otherwise
indicated.

2. Valuation of Performance Units. Each Performance Unit shall have an
initial value of $1,000 (the "Initial Grant Value"). The Compensation Committee
of the Company's Board of Directors (the "Compensation Committee") shall value
each Performance Unit at the end of 2000 using the performance measures set
forth in the grid attached as Exhibit A, but the Compensation Committee shall
have the discretion to reduce the resulting valuation (the "Payment Value"). The
Grantee agrees that the Performance Units granted hereunder are in lieu of an
award under the Company's Annual Incentive Award Plan for 2000.

3. Vesting. (a) The Performance Units shall vest on December 31, 2000,
or if earlier, upon the Grantee's death, Permanent Disability (as defined in the
Company's Long Term Disability Plan), or retirement under a retirement plan of
the Company or a subsidiary of the Company.

(b) Notwithstanding anything in Section 3(a) to the contrary, in the
event of the Grantee's involuntary Termination of Employment without Cause (as
such terms are defined in Section 5 of this Agreement), the number of
Performance Units which shall vest shall be equal to the product of (i) the
original number of Performance Units granted to the Grantee under this Agreement
and (ii) a fraction, the numerator of which

1
<PAGE> 2

shall be the number of whole or partial months between January 1, 2000 and the
date of the Grantee's Termination of Employment, and the denominator of which
shall be 12.

(c) Notwithstanding anything in Section 3(a) to the contrary, in the
event of a Change of Control (as defined in the Plan), the number of Performance
Units which shall vest shall be equal to the product of (i) the original number
of Performance Units granted to the Grantee under this Agreement and (ii) a
fraction, the numerator of which shall be the number of whole or partial months
commencing on January 1, 2000 and ending on the date of the Change of Control,
and the denominator of which shall be 12. Such prorated award shall be paid as
soon as practicable after the Change of Control. The value of each Performance
Unit shall be equal to the greater of (x) the Initial Grant Value or (y) the
Target Value set forth on Exhibit A attached to this Agreement.

(d) Upon the Grantee's voluntary Termination of Employment or
Termination of Employment for Cause (as such terms are defined in Section 5 of
this Agreement) prior to the end of a Performance Period, all of the Grantee's
Performance Units shall be cancelled, except to the extent that at the time of
Termination of Employment, the Grantee has an employment or termination
agreement with the Company or one of its subsidiaries which includes
non-cancellation of some or all of the Performance Units.

4. Payment. (a) Payment of Performance Units shall be made only in
Cash. Except with respect to a Change of Control as described in Section 3(c) of
this Agreement, or except under such other circumstances as the Compensation
Committee deems appropriate, no payment shall be made to the Grantee prior to
the end of 2000. Except with respect to a Change of Control as described in
Section 3(c) of this Agreement, payment of Performance Units shall be made in
the amount of the Payment Value as soon as practicable following the close of
the Company books at the end of 2000.

(b) Any payment made with respect to a Grantee who has died shall be
paid, at the end of the applicable award period, to the beneficiary designated
by the Grantee to receive the proceeds of any group life insurance coverage
provided for the Grantee by the Company or a subsidiary of the Company. If the
Grantee has not designated such beneficiary, or desires to designate a different
beneficiary, the Grantee may file with the Company a written designation of a
beneficiary under this Agreement, which designation may be changed or revoked
only by the Grantee. If no designation of beneficiary has been made under such
life insurance coverage or filed with the Company under this Agreement,
distribution shall be made to the Grantee's spouse, if surviving; otherwise in
equal shares to the surviving children of the Grantee, if any; otherwise to the
Grantee's estate.

5. Termination of Employment. (a) For purposes of this Agreement, the
term "Termination of Employment" shall mean termination from active employment
with the Company or a subsidiary of the Company; it does not man the termination
of pay and benefits at the end of a period of salary continuation (or other form
of severance pay or pay in lieu of salary).

2
<PAGE> 3

(b) For purposes of this Agreement, if the Grantee has an employment or
severance agreement, employment shall be deemed to have been terminated for
"Cause" only as such term is defined in the employment or severance agreement.
For purposes of this Agreement, if the Grantee does not have an employment or
severance agreement that defines the term "Cause," the Grantee's employment
shall be deemed to have been terminated for "Cause" if the Termination of
Employment results from the Grantee's: (i) criminal conduct; (ii) deliberate and
continual refusal to perform employment duties on substantially a full time
basis; (iii) deliberate and continual refusal to act in accordance with any
specific lawful instructions of an authorized officer or employee more senior
than the Grantee; or (iv) deliberate misconduct which could be materially
damaging to the Company or any of its business operations without a reasonable
good faith belief by the Grantee that such conduct was in the best interests of
the Company. A Termination of Employment shall not be deemed for Cause hereunder
unless the senior human resources executive of the Company shall confirm that
any such Termination of Employment is for Cause. Any voluntary Termination of
Employment by the Grantee in anticipation of an involuntary Termination of
Employment for Cause shall be deemed to be a Termination of Employment for
Cause.

6. Transferability. Other than as specifically provided in this
Agreement with regard to the death of the Grantee, this Agreement and any
benefit provided or accruing hereunder shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
change; and any attempt to do so shall be void. No such benefit shall, prior to
receipt thereof by the Grantee, be in any manner liable for or subject to the
debts, contracts, liabilities, engagements or torts of the Grantee.

7. No Right to Employment. Neither the execution and delivery of this
Agreement nor the granting of the Performance Units evidenced by this Agreement
shall constitute any agreement or understanding, express or implied, on the part
of the Company or its subsidiaries to employ the Grantee for any specific period
or in any specific capacity or shall prevent the Company or its subsidiaries
from terminating the Grantee's employment at any time with or without Cause.

8. Change in Corporate Structure. In the event of any stock split,
spin-off, stockdividend, extraordinary cash dividend, stock combination or
reclassification, recapitalization or merger, Change of Control or similar
event, the Compensation Committee shall make such revisions to this Agreement as
it deems are equitably required. Any adjustment or revision made by the
Compensation Committee shall be final and binding on the Grantee, the Company
and all other interested persons; provided; however, that the Compensation
Committee may not make any such adjustments or revisions that are adverse to the
Grantee without the Grantee's written consent.

9. Application of Laws. The granting of Performance Units under this
Agreement shall be subject to all applicable laws, rules and regulations and to
such approvals of any governmental agencies as may be required.

3
<PAGE> 4

10. Notices. Any notices required to be given hereunder to the Company
shall be addressed to The Secretary, R.J. Reynolds Tobacco Holdings, Inc., Post
Office Box 2866, Winston-Salem, NC 27102-2866, and any notice required to be
given hereunder to the Grantee shall be sent to the Grantee's address as shown
on the records of the Company.

11. Taxes. Any taxes required by federal, state or local laws to be
withheld by the Company in respect of the grant of Performance Units or payment
of the Payment Value hereunder shall be paid to the Company by the Grantee by
the time such taxes are required to be paid or deposited by the Company. The
Grantee hereby authorizes the necessary withholding by the Company to satisfy
such tax withholding obligations prior to delivery of the Payment Value.

12. Administration and Interpretation. In consideration of the grant of
Performance Units hereunder, the Grantee specifically agrees that the
Compensation Committee shall have the exclusive power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation
and application of the Plan and Agreement as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretation and
determinations made by the Compensation Committee shall be final, conclusive,
and binding upon the Grantee, the Company and all other interested persons. No
member of the Compensation Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Agreement. The Compensation Committee may delegate its interpretive
authority to an officer or officers of the Company.

13. Amendment. This Agreement is subject to the Plan, a copy of which
is attached. The Board of Directors may amend the Plan and the Compensation
Committee may amend this Agreement at any time and in any way, except that any
amendment of the Plan or this Agreement that would impair the Grantee's rights
under this Agreement may not be made without the Grantee's written consent.

14. Obligations of Grantee. (a) In consideration of the grant of
Performance Units hereunder, the Grantee, while both actively employed and in
the event of Grantee's Termination of Employment for any reason, specifically
agrees that within the term of this grant or within one year following the
payment of any amounts pursuant to the grant, if later: (i) the Grantee will
personally provide reasonable assistance and cooperation to the Company in
activities related to the prosecution or defense of any pending or future
lawsuits or claims involving the Company; (ii) the Grantee will promptly notify
the Company upon receipt of any requests from anyone other than an employee or
agent of the Company for information regarding the Company, or if the Grantee
becomes aware of any potential claim or proposed litigation against the Company;
(iii) the Grantee will refrain from providing any information related to any
claim or potential litigation against the Company to any non-Company
representatives without either the Company's written permission or being
required to provide information pursuant to legal process; (iv) the Grantee will
not disclose or misuse any confidential information or material concerning the
Company; and (v) the Grantee will not engage in any activity contrary or harmful
to the interests of the Company. In

4
<PAGE> 5

further consideration of the grant of Performance Units hereunder, the Grantee
specifically agrees that if required by law to provide sworn testimony regarding
any Company-related matter: the Grantee will consult with and have Company
designated legal counsel present for such testimony (the Company will be
responsible for the costs of such designated counsel); the Grantee will confine
his testimony to items about which the Grantee has knowledge rather than
speculation, unless otherwise directed by legal process; and the Grantee will
cooperate with the Company's attorneys to assist their efforts, especially on
matters the Grantee has been privy to, holding all privileged attorney-client
matters in strictest confidence.

(b) If the Company reasonably determines that the Grantee has
materially violated any of the Grantee's obligations under this Agreement, then
this Grant shall terminate, effective the date on which such violation began
(unless otherwise terminated sooner), and the Company may demand the return of
any amount paid to the Grantee hereunder and the Grantee hereby agrees to return
such amounts upon such demand. If after such demand the Grantee fails to return
such amounts, the Grantee acknowledges that the Company has the right to deduct
from any amounts the Company owes to the Grantee (including, but not limited to,
wages or other compensation), or to commence judicial proceedings against the
Grantee, to recover such amounts and any and all of its attorney's fees and
costs.

15. GOVERNING LAW. THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT,
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAWS.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Grantee have executed this Agreement as of the Date of Grant first above
written.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

By:
-------------------------------------
Authorized Signatory

- -------------------------
Grantee

Grantee's Taxpayer Identification Number:

- -------------------------

Grantee's Home Address:

- -------------------------

<PAGE> 1

EXHIBIT 10.37

Performance Units
Three-Year Vest

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
1999 LONG TERM INCENTIVE PLAN

---------------------------------

PERFORMANCE UNIT AGREEMENT

---------------------------------

DATE OF GRANT: FEBRUARY 2, 2000

W I T N E S S E T H:

subject to the terms and conditions which follow and the terms and conditions of
the Plan, a target of _____________ PERFORMANCE UNITS.

A copy of the Plan is attached and made a part of this Agreement with the same
effect as if set forth in the Agreement itself. The initial grant value of each
Performance Unit shall be $1.00 (the "Initial Grant Value"). All capitalized
terms used in this Agreement shall have the meaning set forth in the Plan,
unless the context requires a different meaning.

2. Vesting. (a) The Performance Units shall have a three-year
performance period, consisting of the Company's fiscal years 2000, 2001 and 2002
(the "Performance Period"), at the end of which the Performance Units will be
valued and paid, if they vest, or cancelled, if they do not vest. For the
Performance Units to vest, the Company must pay to its stockholders a dividend
of at least $0.775 per share for each of the 12 quarters of the Performance
Period (the "Threshold Requirement"), unless the Company's Board of Directors
specifically approves the noncancellation of the Performance Units upon the
declaration of a quarterly dividend of less than $0.775 per share. In the event
the Company fails to pay its stockholders a dividend of at least $0.775 per
share in any quarter during the Performance Period, and the Company's Board of
Directors does not approve the noncancellation of the Performance Units, the
Performance Units shall be cancelled.

(b) Notwithstanding anything in Section 2(a) to the contrary, in the
event of (i) the Grantee's death, (ii) the Grantee's Permanent Disability (as
defined in the Company's Long Term Disability Plan), (iii) the Grantee's
retirement under a retirement plan of the Company or a subsidiary of the
Company, or (iv) the Grantee's involuntary Termination of Employment without
Cause (as such terms are defined in Section 5 of this Agreement), the number of

1
<PAGE> 2

Performance Units which shall vest, if not previously cancelled due to the
Company's failure to meet the Threshold Requirement, shall be equal to product
of (x) the original number of Performance Units granted to the Grantee under
this Agreement and (y) a fraction, the numeration of which shall be the number
of whole or partial months between January 1, 2000 and the date of the Grantee's
Termination of Employment, and the denominator of which shall be 36. Such
prorated award shall be paid as soon as practicable following the close of the
Company's books at the end of the Performance Period, and each Performance Unit
shall have a Payment Value as defined in Section 3 of this Agreement.

(c) Notwithstanding anything in Section 2(a) to the contrary, in the
event of a Change of Control (as defined in the Plan), the number of Performance
Units which shall vest, if not previously cancelled due to the Company's failure
to meet the Threshold Requirement, shall be equal to the product of (i) the
original number of Performance Units granted to the Grantee under this Agreement
and (ii) a fraction, the numerator of which shall be the number of whole or
partial months in the Performance Period before the date of the Change of
Control, and the denominator of which shall be 36. Such prorated award shall be
paid as soon as practicable after the Change of Control. The value of each
Performance Unit shall be equal to the greater of (x) the Initial Grant Value or
(y) the Initial Grant Value multiplied by the average of the total weighted AIAP
(as defined in Section 3 of this Agreement) scores for the financial and market
share components of the AIAP for each of the years 2000, 2001 and 2002 completed
prior to the Change of Control.

3. Valuation of Performance Units. At the end of the Performance
Period, if the Threshold Requirement is met or otherwise waived by the Company's
Board of Directors, the value of each Performance Unit shall be determined by
multiplying the Initial Grant Value by the average of the total weighted Annual
Incentive Award Plan ("AIAP") scores for the financial and market share
components of the AIAP for each of 2000, 2001 and 2002 (the "Payment Value").

4. Payment. (a) Payment of Performance Units shall be made only in
cash. Except with respect to a Change of Control as described in Section 2(c) of
this Agreement, or except under such other circumstances as the Compensation
Committee of the Company's Board of Directors (the "Compensation Committee")
deems appropriate, no payment shall be made to the Grantee prior to the end of
the Performance Period. Except with respect to a Change of Control as described
in Section 2(c) of this Agreement, payment of Performance Units shall be made in
the amount of the Payment Value as soon as practicable following the close of
the Company books at the end of the Performance Period.

2
<PAGE> 3

subsidiary of the Company. If the Grantee has not designated such beneficiary,
or desires to designate a different beneficiary, the Grantee may file with the
Company a written designation of a beneficiary under this Agreement, which
designation may be changed or revoked only by the Grantee. If no designation of
beneficiary has been made under such life insurance coverage or filed with the
Company under this Agreement, distribution shall be made to the Grantee's
spouse, if surviving; otherwise in equal shares to the surviving children of the
Grantee, if any; otherwise to the Grantee's estate.

5. Termination of Employment. (a) For purposes of this Agreement, the
term "Termination of Employment" shall mean termination from active employment
with the Company or a subsidiary of the Company; it does not man the termination
of pay and benefits at the end of a period of salary continuation (or other form
of severance pay or pay in lieu of salary).

3
<PAGE> 4

shall make an appropriate adjustment to the level of dividends required under
Section 2(a) of this Agreement, and such other revisions to this Agreement as it
deems are equitably required. Any adjustment or revision made by the
Compensation Committee shall be final and binding on the Grantee, the Company
and all other interested persons; provided; however, that the Compensation
Committee may not make any such adjustments or revisions that are adverse to the
Grantee without the Grantee's written consent.

4
<PAGE> 5

regarding the Company, or if the Grantee becomes aware of any potential claim or
proposed litigation against the Company; (iii) the Grantee will refrain from
providing any information related to any claim or potential litigation against
the Company to any non-Company representatives without either the Company's
written permission or being required to provide information pursuant to legal
process; (iv) the Grantee will not disclose or misuse any confidential
information or material concerning the Company; and (v) the Grantee will not
engage in any activity contrary or harmful to the interests of the Company. In
further consideration of the grant of Performance Units hereunder, the Grantee
specifically agrees that if required by law to provide sworn testimony regarding
any Company-related matter: the Grantee will consult with and have Company
designated legal counsel present for such testimony (the Company will be
responsible for the costs of such designated counsel); the Grantee will confine
his testimony to items about which the Grantee has knowledge rather than
speculation, unless otherwise directed by legal process; and the Grantee will
cooperate with the Company's attorneys to assist their efforts, especially on
matters the Grantee has been privy to, holding all privileged attorney-client
matters in strictest confidence.

5
<PAGE> 6

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Grantee have executed this Agreement as of the Date of Grant first above
written.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

By:
-------------------------------------
Authorized Signatory

- -------------------------
Grantee

Grantee's Taxpayer Identification Number:

- -------------------------

Grantee's Home Address:

- -------------------------

<PAGE> 1

EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES/DEFICIENCY
IN THE COVERAGE OF FIXED CHARGES BY EARNINGS BEFORE FIXED CHARGES
(Dollars in Millions)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1999 1998 1997 1996 1995
---- ----- ---- ------ ----
<S> <C> <C> <C> <C> <C>
Earnings before fixed charges:
Income (loss) from continuing operations before income
taxes.................................................... $510 $(679) $204 $ 563 $348
Interest and debt expense.................................. 268 426 433 462 484
Interest portion of rental expense......................... 15 16 16 14 14
---- ----- ---- ------ ----
Earnings before fixed charges.............................. $793 $(237) $653 $1,039 $846
---- ----- ---- ------ ----
Fixed charges:
Interest and debt expense.................................. $268 $ 426 $433 $ 462 $484
Interest portion of rental expense......................... 15 16 16 14 14
---- ----- ---- ------ ----
Total fixed charges................................... $283 $ 442 $449 $ 476 $498
---- ----- ---- ------ ----
Ratio of earnings to fixed charges......................... 2.8 -- 1.5 2.2 1.7
Deficiency in the coverage of fixed charges by earnings
before fixed charges..................................... -- $(679) -- -- --
</TABLE>

<PAGE> 1

EXHIBIT 21.1

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
SUBSIDIARIES

NAME OF ENTITY PLACE OF INCORPORATION
- -------------- ----------------------

R.J. Reynolds Tobacco Holdings, Inc. Delaware
Arjay Equipment Corporation Delaware
FHS LLC Delaware
GMB, Inc. North Carolina
Northern Brands International, Inc. Delaware
R. J. Reynolds Smoke Shop, Inc. Delaware
R. J. Reynolds Tobacco Co. Delaware
R .J. Reynolds Tobacco Company New Jersey
R. J. Reynolds Tobacco Company, S.L. Spain
R. J. Reynolds Tobacco Foreign Sales Corporation U.S. Virgin Islands
R. J. Reynolds Tobacco International, Inc. Delaware
Reynolds Technologies, Inc. Delaware
RJR Group, Inc., The Delaware
RJR Merchandise Marketing Company Delaware
RJR Realty Relocation Services, Inc. North Carolina
RJR Sales Co. Delaware
RJR Smoke Shop, Inc. Delaware
RJR Technical Company Delaware
S.F. Imports, Inc. Delaware
Smoker's Connection, Inc., The Delaware
Sports Marketing Enterprises, Inc.* North Carolina
Targacept, Inc. Delaware
R. J. Reynolds Tobacco Company Foundation** North Carolina

* Nameholder
** Partnership/Joint Venture/Trust

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement
No. 333-92489 of R.J. Reynolds Tobacco Holdings, Inc. on Form S-3 and
Registration Statement Nos. 333-80595, 333-80597 and 333-83891 on Form S-8 of
our report dated January 27, 2000 (February 23, 2000 as to notes 12 and 22)
appearing in this Annual Report on Form 10-K of R.J. Reynolds Tobacco Holdings,
Inc. for the year ended December 31, 1999.

/s/ Deloitte & Touche LLP

Winston-Salem, North Carolina
March 7, 2000

<ARTICLE> 5
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,177
<SECURITIES> 110
<RECEIVABLES> 95
<ALLOWANCES> 11
<INVENTORY> 565
<CURRENT-ASSETS> 2,468
<PP&E> 2,326
<DEPRECIATION> 1,246
<TOTAL-ASSETS> 14,377
<CURRENT-LIABILITIES> 3,068
<BONDS> 1,653
0
0
<COMMON> 1
<OTHER-SE> 7,063
<TOTAL-LIABILITY-AND-EQUITY> 14,377
<SALES> 7,567
<TOTAL-REVENUES> 7,567
<CGS> 3,292
<TOTAL-COSTS> 3,292
<OTHER-EXPENSES> 530
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 268
<INCOME-PRETAX> 510
<INCOME-TAX> 315
<INCOME-CONTINUING> 195
<DISCONTINUED> 2,398
<EXTRAORDINARY> (250)
<CHANGES> 0
<NET-INCOME> 2,343
<EPS-BASIC> 21.60
<EPS-DILUTED> 21.58

</TABLE>

<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 68
<ALLOWANCES> 10
<INVENTORY> 529
<CURRENT-ASSETS> 6,994
<PP&E> 2,342
<DEPRECIATION> 1,227
<TOTAL-ASSETS> 19,310
<CURRENT-LIABILITIES> 1,729
<BONDS> 4,861
0
0
<COMMON> 1
<OTHER-SE> 9,885
<TOTAL-LIABILITY-AND-EQUITY> 19,310
<SALES> 5,716
<TOTAL-REVENUES> 5,716
<CGS> 1,353
<TOTAL-COSTS> 1,353
<OTHER-EXPENSES> 1,808
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 426
<INCOME-PRETAX> (679)
<INCOME-TAX> (160)
<INCOME-CONTINUING> (519)
<DISCONTINUED> 3
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (516)
<EPS-BASIC> (4.74)
<EPS-DILUTED> (4.74)

</TABLE>

<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 85
<SECURITIES> 0
<RECEIVABLES> 62
<ALLOWANCES> 10
<INVENTORY> 635
<CURRENT-ASSETS> 1,935
<PP&E> 2,599
<DEPRECIATION> 1,184
<TOTAL-ASSETS> 20,251
<CURRENT-LIABILITIES> 1,256
<BONDS> 4,944
0
0
<COMMON> 1
<OTHER-SE> 11,078
<TOTAL-LIABILITY-AND-EQUITY> 20,251
<SALES> 5,044
<TOTAL-REVENUES> 5,044
<CGS> 1,209
<TOTAL-COSTS> 1,209
<OTHER-EXPENSES> 805
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 433
<INCOME-PRETAX> 204
<INCOME-TAX> 185
<INCOME-CONTINUING> 19
<DISCONTINUED> 414
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 433
<EPS-BASIC> 3.98
<EPS-DILUTED> 3.98

</TABLE>

<PAGE> 1

EXHIBIT 99.1
TO THE R. J. REYNOLDS TOBACCO HOLDINGS, INC.
ANNUAL REPORT
ON
FORM 10-K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2000

EXPANDED LITIGATION DISCLOSURE
TOBACCO-RELATED LITIGATION

Overview. Various legal actions, proceedings and claims are pending or may
be instituted against R. J. Reynolds Tobacco Company ("RJR Tobacco") or its
affiliates, including R. J. Reynolds Tobacco Holdings, Inc. ("RJR"), or
indemnitees, including legal actions claiming that lung cancer and other
diseases as well as addiction have resulted from the use of or exposure to RJR
Tobacco's products. During 1999, 147 new actions were served against RJR Tobacco
and/or its affiliates or indemnitees and 273 such actions were dismissed or
otherwise resolved in favor of RJR Tobacco and/or its affiliates or indemnitees
without trial. On December 31, 1999, there were 541 cases pending, as compared
with 664 on December 31, 1998, 516 on December 31, 1997, and 234 on December 31,
1996. As of February 23, 2000, 539 cases were pending against RJR Tobacco and/or
its affiliates or indemnitees: 538 in the United States; and 1 in the Marshall
Islands. The U.S. case number does not include the 501 Broin II cases, which are
discussed below.

The U.S. cases (exclusive of the 501 Broin II cases) are pending in 41
U.S. states and the District of Columbia. The breakdown is as follows: 109 in
West Virginia; 103 in New York; 43 in Massachusetts; 40 in Florida; 38 in
California; 28 in Louisiana; 18 each of Texas and the District of Columbia; 10
in Alabama; 9 in each of Iowa, New Mexico, and Pennsylvania; 8 in each of
Illinois, Mississippi, and New Jersey; 7 in each of Ohio and Tennessee; 6 in
Minnesota; 5 in Nevada; 4 in each of Indiana, Michigan, and Missouri; 3 in each
of Arkansas, Georgia, North Carolina, North Dakota, Oklahoma, South Dakota, and
Wisconsin; 2 in each of Arizona, Connecticut, Hawaii, Maryland, New Hampshire,
Rhode Island, South Carolina, Utah, and Washington; and 1 in each of Colorado,
Kansas, Kentucky, and Maine. Of the 538 active U.S. cases, 146 are pending in
federal court, 387 in state court, and 5 in tribal court. Most of these cases
were brought by individual plaintiffs, but many other cases seek recovery on
behalf of third parties or large classes of claimants.

Theories of Recovery. The plaintiffs seek recovery on a variety of legal
theories, including strict liability in tort, design defect, negligence, special
duty, voluntary undertaking, breach of warranty, failure to warn, fraud,
misrepresentation, unfair trade practices, conspiracy, aiding and abetting,
unjust enrichment, antitrust, Racketeer Influenced and Corrupt Organization Act
("RICO"), indemnity, medical monitoring and common law public nuisance. Punitive
damages, often in amounts ranging into the hundreds of millions or even billions
of dollars, are specifically pleaded in a number of cases in addition to
compensatory and other damages. 6 of the 539 active cases in the United States
(plus 501 Broin II cases) involve alleged non-smokers claiming injuries
resulting from exposure to environmental tobacco smoke ("ETS"). Forty-five cases
purport to be class actions on behalf of thousands of individuals. Purported
classes include individuals claiming to be addicted to cigarettes, individuals
and their estates claiming illness and death from cigarette smoking, persons
making claims based on alleged exposure to environmental tobacco smoke,
African-American smokers claiming their civil rights have been violated by the
sale of menthol cigarettes, purchasers of cigarettes claiming to have been
defrauded and seeking to recover their costs, and Blue Cross/Blue Shield
subscribers seeking reimbursement for premiums paid. Approximately 65 cases seek
recovery of the cost of Medicaid payments or other health-related costs paid for
treatment of individuals suffering from diseases or conditions allegedly related
to tobacco use. Nine, brought by entities administering asbestos liability, seek
contribution for the costs of settlements and judgments.

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Defenses. The defenses raised by RJR Tobacco and/or its affiliates
(including RJR), where applicable, include preemption by the Federal Cigarette
Labeling and Advertising Act of some or all such claims arising after 1969; the
lack of any defect in the product; assumption of the risk; contributory or
comparative fault; lack of proximate cause; and statutes of limitations or
repose. RJR has asserted additional defenses, including jurisdictional defenses,
in many of the cases in which it is named.

Industry Trial Results. Juries have found for plaintiffs in nine smoking
and health cases in which RJR Tobacco was not a defendant, although, to date, no
damages have been paid and most of the verdicts have been overturned on appeal.
Most recently, on November 1, 1999, the Florida Supreme Court heard the
plaintiff's appeal in Carter v. Brown & Williamson Tobacco Corp., a case in
which a Florida Appeal Court had reversed a jury's 1996 verdict in favor of the
plaintiff in the amount of $750,000. In another Florida case, Widdick v. Brown &
Williamson Tobacco Corp., a Florida Court of Appeal on January 29, 1999,
reversed a jury verdict in favor of the plaintiff in the amount of approximately
$1 million in compensatory and punitive damages and ordered a new trial in a
different location. On February 9-10, 1999, in Henley v. Philip Morris, Inc., a
San Francisco state court jury awarded an individual smoker $1.5 million in
compensatory damages and $50 million in punitive damages. On April 16, 1999, the
trial judge reduced the punitive damages award to $25 million, but otherwise
denied Philip Morris' motions. Philip Morris is appealing the verdict. On March
30, 1999, in Williams v. Philip Morris, Inc., an Oregon state court jury
returned a verdict against Philip Morris in the amount of $800,000 in actual
damages, $21,500 in medical expenses, and $79.5 million in punitive damages.
Although the judge in this case reduced the punitive damages to $32 million,
Philip Morris is appealing this verdict as well. In the most recent verdict in a
non-Company individual case, Steele v. Brown & Williamson Tobacco Corp., a jury
in Missouri federal court found on May 13, 1999 that Brown & Williamson was not
liable for the death of the plaintiff.

The Company ultimately has prevailed in every individual case that has
gone to trial. Most recently, on May 10, 1999, in Newcomb v. R. J. Reynolds
Tobacco Co., one of three individual cases consolidated for trial in Tennessee
state court, the jury refused to award damages against RJR Tobacco and Brown &
Williamson. The same jury found that the tobacco company defendants in the other
two cases were not liable. On June 2, 1999, in an environmental tobacco smoke
case, Butler v. Philip Morris Co., Inc., the jury returned a defense verdict. On
July 9, 1999, a Louisiana state court jury found in favor of RJR Tobacco and
Brown & Williamson, in an individual smoker case, Gilboy v. American Tobacco Co.

BROIN II CASES

Numerous individual Broin II lawsuits have been filed (mostly in Florida)
by flight attendants for personal injury as a result of illness allegedly caused
by exposure to secondhand tobacco smoke in airline cabins (the "Broin II
cases"). These lawsuits follow the settlement of the Broin class action, under
which the industry agreed to contribute to a fund to research secondhand smoke
issues, and further agreed that individual lawsuits might be brought on behalf
of any or all of the Broin class members. In these lawsuits, each individual
flight attendant will be required to prove that he/she has a disease caused by
exposure to secondhand smoke in airplane cabins, and that they are legally
entitled to recover damages from one or more United States cigarette
manufacturers, including RJR Tobacco. As of February 23, 2000, 502 such suits
have been served upon RJR Tobacco. One of these cases, however, was voluntarily
dismissed on February 8, 2000.

CLASS ACTIONS

Lawsuits have been brought by individuals purporting to act as
representatives of classes of plaintiffs against cigarette manufacturers,
including RJR Tobacco, and, in some cases, its parent company, RJR, and others,
in state and federal courts across the country during the past six years.
Plaintiffs request that the lawsuits be certified as class actions, allowing
them to prosecute claims on behalf of a specified class, usually for personal
injury or death allegedly resulting from diseases associated with cigarette
smoking. The first of these cases was the now-dismissed nationwide Castano class
action, which was filed in federal court in Louisiana in March 1994. The Castano
case was decertified by the United States Court of Appeals for the Fifth Circuit
on May 23, 1996.

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Trial continues in Engle v. R. J. Reynolds Tobacco Co., Circuit Court,
Dade County, Florida, Case No. 94-08273-CA-20, in which a class consisting of
Florida residents or their survivors who claim to have diseases or medical
conditions caused by their alleged "addiction" to cigarettes has been certified.
The trial is divided into three phases. On July 7, 1999, the jury found against
RJR Tobacco and the other cigarette manufacturer defendants in the initial
phase, which included common issues related to certain elements of liability,
general causation and a potential award of or entitlement to punitive damages.
The second phase of the trial, which currently consists of the claims of three
of the named class representatives, began on November 1, 1999. In addition, the
trial court has ordered that the jury shall determine punitive damages, if any,
on a class-wide basis if there is a finding of liability in any of the three
cases being tried in phase two. The Company and certain other defendants
appealed this order to the Florida Third District Court of Appeal, which left
the order intact. On October 29, 1999, RJR Tobacco and certain other defendants
filed a petition asking the Florida Supreme Court to review the appropriateness
of determining punitive damages on a class-wide basis. On November 3, 1999, the
Florida Supreme Court agreed to address the issue and asked for further briefing
by the parties. On December 27, 1999, the Florida Supreme Court decided not to
review that issue at this time. The third phase will address all other class
members' claims in individual trials before separate juries.

Compensatory damages, if any, would not have to be paid to any plaintiff
until the end of his or her trial and the appellate process. As currently
structured, punitive damages, if any, will not be awarded to any individual
plaintiff until the completion of both the second and third phases of Engle. The
Company does not believe it would be necessary to post bond to stay execution of
any judgment awarding punitive damages until a judgment is entered awarding
punitive damages to an individual plaintiff. However, in a worst case scenario,
at the end of the second phase, the court could enter a judgment for punitive
damages on behalf of the entire class in an amount not capable of being bonded,
resulting in the possible execution of the judgment before it could be reviewed
on appeal. The Company believes that the entry of a judgment for punitive
damages on behalf of the entire class would be contrary to U.S. and Florida law
and will take all appropriate actions to prevent this scenario from occurring.

Immediately prior to the Fifth Circuit's decision in the Castano case, a
nicotine-dependence class action was filed in Indiana state court against United
States cigarette manufacturers, including RJR Tobacco, and its parent company,
RJR. In June 1996, defendants removed the case to federal court. Plaintiffs'
motion to remand the case to state court was granted. Norton v. RJR Nabisco
Holdings Corp., Superior Court, Madison County, Indiana, Case
No.48D01-9605-CP-0271.

In May 1996, a physical injury and nicotine-dependence class action was
filed in Maryland state court against United States cigarette manufacturers,
including RJR Tobacco, and its parent company, RJR. The case was removed by
defendants to federal court and was subsequently remanded to state court.
Richardson v. Philip Morris, Inc., Circuit Court, Baltimore City, Maryland, No.
96145050. On January 28, 1998, the Circuit Court for Baltimore City granted
plaintiffs' motion for class certification. The Maryland Court of Appeals is
reviewing defendants' petition for a writ of mandamus which seeks reversal of
the class certification decision.

In May 1996, a nicotine-dependence/medical monitoring class action was
filed in Louisiana state court against four United States cigarette
manufacturers, including RJR Tobacco, and its parent company, RJR. Scott v.
American Tobacco Co., Inc., District Court, Parish of Orleans, Louisiana, Docket
No. 96-8461. On April 16, 1997, the trial court granted plaintiffs' motion for
class certification on behalf of Louisiana residents who require medical
monitoring. In the class certification ruling, the court also dismissed the
wholesaler defendants from the action. The remaining defendants removed the case
to federal court on April 16, 1997. On December 2, 1997, plaintiffs' motion to
remand the case to the Civil District Court of Orleans Parish was granted. In
November 1998, an intermediate appellate court affirmed the trial court's
certification of the medical monitoring class. In February 1999, the Louisiana
Supreme Court declined to hear defendants' appeal of the class certification
ruling. A hearing regarding trial plans was held on December 20, 1999. A
scheduling order setting a trial date is expected to be entered soon.

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In June 1996, a nicotine-dependence class action was filed in New York
state court against RJR Tobacco, RJR, The Tobacco Institute, and The Council for
Tobacco Research. Hoskins v. R. J. Reynolds Tobacco Co., Supreme Court, New York
County, New York, Case No. 96110951. Plaintiffs filed similar cases against the
other manufacturers on or about the same time. In December 1996, defendants
filed motions to dismiss the complaint and to deny class certification. On
October 28, 1997, the trial court denied defendants' motions to dismiss and
granted plaintiffs' motion for class certification. On July 16, 1998, the New
York Supreme Court Appellate Division reversed the class certification decision
and dismissed all claims. Plaintiffs appealed the decision. On October 26, 1999,
the New York Court of Appeals affirmed the appellate court's decision dismissing
the case.

In June 1996, a physical injury and nicotine-dependence class action was
filed in the District of Columbia against United States cigarette manufacturers,
including RJR Tobacco, and its parent company, RJR. RJR has been voluntarily
dismissed from this case. Reed v. Philip Morris, Inc, Superior Court, District
of Columbia, Case No. CA-05070-96. Plaintiffs' motion for class certification
was denied on August 18, 1997. Plaintiffs filed an amended complaint on July 17,
1998, and renewed their motion for class certification. The trial court again
denied class certification on July 23, 1999.

In August 1996, a nicotine-dependence class action was filed in
Pennsylvania state court against United States cigarette manufacturers,
including RJR Tobacco, and its parent company, RJR, and was subsequently removed
to federal court. Barnes (formerly Arch) v. American Tobacco Co., Inc., United
States District Court for the Eastern District of Pennsylvania, Case No.
96-5903-CN. On August 22, 1997, Judge Clarence Newcomer granted plaintiffs'
motion for class certification for medical monitoring. The class definition was:
"All current residents of Pennsylvania who are cigarette smokers as of December
1, 1996 and who began smoking before age 19 while they were residents of
Pennsylvania." Defendants filed a Motion for Summary Judgment on August 25, 1997
based on plaintiffs' claims for medical monitoring. On October 17, 1997 Judge
Newcomer granted defendants' motion for summary judgment against each of the six
class representatives (five on statute of limitations grounds and one on a
medical monitoring issue). Judge Newcomer also decertified the class, finding
that plaintiffs' claims of nicotine-dependence and theories of negligence and
strict liability raised too many individual issues for class certification. In
November 1998, the United States Court of Appeals for the Third Circuit upheld
the trial court's decertification of the class and dismissal of the case. In
March 1999, plaintiffs filed a petition for writ of certiorari to the United
States Supreme Court. On May 17, 1999, the United States Supreme Court refused
to hear plaintiffs' appeal.

In August 1996, a nicotine-dependence class action was filed in Alabama
state court, on behalf of Alabama and North Carolina residents, against four
United States cigarette manufacturers, including RJR Tobacco. In September 1996,
the case was removed to federal court. Lyons v. American Tobacco Co., Inc.,
United States District Court for the Southern District of Alabama, Southern
Division, Case No. 96-0881-BH-S. Plaintiffs' motion to remand the case to state
court was denied. There has been no activity in this case since the hearing on
May 15, 1998 to consider transfer of the litigation for coordinated or
consolidated pretrial proceedings.

In August 1996, a nicotine-dependence class action was filed in Ohio state
court on behalf of Ohio residents against United States cigarette manufacturers,
including RJR Tobacco, and its parent company, RJR. This case was subsequently
removed to federal court in September 1996. Chamberlain v. American Tobacco Co.,
Inc., United States District Court for the Northern District of Ohio, Case No.
1:96CV2005. Plaintiffs' motion to remand the case to state court was denied.
Plaintiffs' motion for class certification was denied. Afterward, defendants
filed a motion to dismiss the individual complaints, which was granted on
November 22, 1999, with the exception of fraud claims.

In September 1996, a nicotine-dependence class action was filed in
Minnesota state court against four United States cigarette manufacturers,
including RJR Tobacco, and its parent company, RJR. The case was removed by
defendants to federal court in September 1996. Plaintiffs' motion to remand the
case to state court was denied. Thompson (formerly Masepohl) v. American Tobacco
Co., Inc., United States District Court for the District of Minnesota, Third
Division, Case No. CV3-6-888. On November 22, 1999, plaintiffs' motion for class
certification was denied by the trial court.

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In September 1996, a class action was filed in Tennessee state court
against four United States cigarette manufacturers, including RJR Tobacco, on
behalf of all individuals and entities in the United States who have paid
premiums to a Blue Cross or Blue Shield organization for medical insurance. The
complaint alleges that defendants' actions have resulted in increased medical
insurance premiums for all class members and seeks recovery under various
consumer protection statutes as well as under theories of breach of special duty
and unjust enrichment. This case was removed by defendants to federal court.
Plaintiffs' motion to remand the case to state court was granted. Perry v.
Philip Morris, Inc., Circuit Court, Coffee County, Tennessee, Case No. 27,960.
Defendants have asked the court to defer ruling on their pending motion to
dismiss until the Tennessee Court of Appeals rules in a related case -
Steamfitters Local Union No. 614.

In October 1996, a nicotine-dependence class action was filed in New
Mexico state court against four United States cigarette manufacturers, including
RJR Tobacco, and its parent company, RJR. RJR has been dismissed from this case.
Connor v. American Tobacco Co., Inc., District Court, Bernalillo County, New
Mexico, Case No. CV-96-9422. A hearing was held on January 24, 2000, on
defendants' motion to consolidate this case with the Jimenez case, also pending
in this court.

In October 1996, a nicotine-dependence class action was filed in federal
court in Puerto Rico against four United States cigarette manufacturers,
including RJR Tobacco. Ruiz v. American Tobacco Co., Inc., United States
District Court for the District of Puerto Rico, Civil Action No. 96-2300.
Plaintiffs' motion for class certification was denied on March 17, 1998. This
case was dismissed and judgment entered in favor of defendants on January 19,
2000.

In November 1996, a nicotine-dependence class action was filed in federal
court in Arkansas against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Hansen (formerly McGinty) v. American
Tobacco Co., Inc., United States District Court for the Eastern District of
Arkansas, Western Division, Case No. LRC 96-881. Plaintiffs' motion for class
certification was denied July 21, 1999. Plaintiffs appealed this ruling to the
United States Court of Appeals for the Eighth Circuit, which denied plaintiffs'
request to appeal. On December 15, 1999, defendants filed their motion to sever
the individual cases which is currently pending before the trial court.

In January 1997, a nicotine-dependence class action was filed in West
Virginia state court against United States cigarette manufacturers, including
RJR Tobacco, and its parent company, RJR. Despite the fact that RJR Tobacco and
RJR had not been served, they joined with other defendants in removing the case
to federal court in February 1997. Blankenship (formerly McCune) v. American
Tobacco Co., Inc., Circuit Court, Kanawha County, West Virginia, Case No.
2:97-0204. Plaintiffs' motion to remand the case was granted on January 30,
1998. The West Virginia Supreme Court transferred all tobacco cases, including
Blankenship, to Judge Recht in Wheeling, West Virginia. Judge Recht has set a
class certification hearing for July 17, 2000, and a tentative trial date of
October 2, 2000.

In February 1997, a nicotine-dependence class action was filed in Hawaii
state court against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Peterson v. American Tobacco Co., Inc.,
Circuit Court, Hawaii, Case No. 97-0490-02. Defendants removed this case in
March 1997. Plaintiffs' motion to remand this action back to state court was
granted on October 6, 1999. On December 29, 1999, the court granted a motion to
designate the case as complex.

In February 1997, a nicotine-dependence class action was filed in Kansas
state court against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. This case was removed to federal court in
March 1997. Emig v. American Tobacco Co., Inc., United States District Court for
the District of Kansas, Case No. 97-1121. In December 1998, the court denied
plaintiffs' motion for class certification. This case was voluntarily dismissed
on March 9, 1999.

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In February 1997, a physical injury class action was filed in federal
court in Oklahoma against United States cigarette manufacturers, including RJR
Tobacco. Walls v. American Tobacco Co., Inc., United States District Court for
the Northern District of Oklahoma, Case No.97-CV-218-H. On December 9, 1998, the
federal court refused to certify for class treatment a number of claims, and
certified five questions of Oklahoma state law to the Oklahoma Supreme Court.
The Supreme Court of the State of Oklahoma has not yet issued its opinion
regarding the certified questions of law.

In March 1997, a physical injury class action was filed in state court in
West Virginia against United States cigarette manufacturers, including RJR
Tobacco. Defendants removed this case to federal court in April 1997. Plaintiff
filed a First Amended Complaint on September 26 1997, dropping plaintiff Ima
Jean Ingle. On March 2, 1998, the case was remanded to state court. Muncy
(formerly Ingle and formerly Woods) v. Philip Morris, Inc., Circuit Court,
McDowell County, West Virginia, Case No. 1:97-0336. The West Virginia Supreme
Court transferred all tobacco cases, including Muncy, to Judge Recht in
Wheeling, West Virginia.

In March 1997, a nicotine-dependence class action was filed in state court
in Nevada against United States cigarette manufacturers, including RJR Tobacco,
and its parent company, RJR (added via amended complaint). Defendants removed
the case to federal court on March 21, 1997. Plaintiffs filed, but withdrew, a
motion for remand. Selcer v. R. J. Reynolds Tobacco Co., United States District
Court for the District of Nevada, Case No. CVS-97-00334 PMP. On June 1, 1999,
the court entered an order certifying certain issues to the Nevada Supreme Court
and staying all motions for class certification pending a ruling by the Supreme
Court of Nevada on the issues certified. The parties are awaiting oral argument
before the Supreme Court of Nevada.

In April 1997, a physical injury class action was filed in Wisconsin state
court against United States cigarette manufacturers, including RJR Tobacco.
Defendants removed the case to federal court in May 1997. Plaintiffs' motion to
remand the case to the Circuit Court for Rock County was granted August 27,
1997. Defendants removed the case on diversity grounds on April 17, 1998, and
plaintiffs' motion for remand was denied on June 10, 1998. Insolia v. Philip
Morris, Inc., United States District Court for the Western District of
Wisconsin, Case No. 97-CV-230J. In December 1998, the court denied plaintiffs'
motion for class certification, and summary judgment was granted on all claims
but one. Plaintiffs dismissed the sole remaining claim and appealed to the
United States Court of Appeals for the Seventh Circuit. Oral argument was heard
on January 19, 2000.

In April 1997, a nicotine-dependence class action was filed in state court
in New Jersey against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Cosentino v. Philip Morris, Inc., Superior
Court, Middlesex County, New Jersey, Case No. L-5135-97. This case was
consolidated for class certification purposes with Kirstein, Lippincott,
Piscitello, and Tepper. On October 22, 1998, the court denied plaintiffs' motion
for class certification. Plaintiffs filed a motion for leave to appeal on
February 26, 1999, which the court denied on April 12, 1999. On July 15, 1999,
the judge entered an order requiring plaintiffs to file amended and severed
complaints within 45 days or the case would be dismissed. Plaintiffs Cosentino
and Lanterman did file amended individual complaints.

In May 1997, a physical injury class action was filed in federal court in
Texas against United States cigarette manufacturers, including RJR Tobacco and
others. Cole v. The Tobacco Institute, United States District Court for the
Eastern District of Texas, Case No. 1:97-CV-0256. This case is stayed pending
final disposition in another smoking and health related lawsuit - Sanchez v.
Liggett & Myers, Inc.

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In May 1997, a physical injury class action was filed in the state court
in New York against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Geiger v. American Tobacco Co., Inc.,
Supreme Court, Queens County, New York, Case No. 010687. In July 1997, the court
certified an interim class of all New York smokers with lung and/or throat
cancer and their survivors. On July 6, 1998, the New York Appellate Division
(Second Department) reversed the trial court's class certification order and
remanded the case for discovery and a hearing on class certification. On June
23, 1999, the trial court denied class certification. On October 15, 1999,
plaintiffs appealed the court's decision denying class certification.
Plaintiffs have six months to perfect the appeal by filing a brief.

In May 1997, a nicotine-dependence class action was filed in state court
in Tennessee against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Defendants removed this case to the
federal court in June 1997. Anderson v. American Tobacco Co., Inc., United
States District Court for the Eastern District of Tennessee, Case No.
3:97-CV-1441. Plaintiffs' motion to remand was denied. The case has been stayed
since January 29, 1998.

In May 1997, a nicotine-dependence class action was filed in state court
in New Jersey against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Kirstein (formerly Enright) v. American
Tobacco Co., Inc., Superior Court, Camden County, New Jersey, Case No. 699. On
October 14, 1997, the case was transferred to Middlesex County Superior Court,
and consolidated for class certification purposes with Cosentino, Lippincott,
Piscitello, and Tepper. On October 22, 1998, the court denied plaintiffs' motion
for class certification. Plaintiffs filed a motion for leave to appeal the
Superior Court's ruling on February 26, 1999. This motion was denied on April
12, 1999. On September 15, 1999, the parties stipulated to a dismissal of this
action.

In May 1997, a nicotine-dependence class action was filed in state court
in New Jersey against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Tepper v. Philip Morris, Inc., Superior
Court, Bergen County, New Jersey, Case No. L-4983-97-E. On October 14, 1997, the
case was transferred to Middlesex County Superior Court, and consolidated for
class certification purposes with Cosentino, Kirstein, Lippincott, and
Piscitello. On October 22, 1998, the court denied plaintiffs' motion for class
certification. Plaintiffs filed a motion for leave to appeal on February 26,
1999, which the court denied on April 12, 1999. On July 15, 1999, the court
ordered that plaintiffs file amended and severed individual complaints within 45
days of this order. Matthew Tepper and his son, Scott, remained plaintiffs under
this original docket number. Four of the original plaintiffs were severed, and
two of these - Bruce Shortino and Patricia Watkins - filed individual amended
complaints against tobacco manufacturing defendants other than RJR Tobacco.

In May 1997, a physical injury class action was filed in federal court in
Illinois against United States cigarette manufacturers, including RJR Tobacco,
and its parent company, RJR. Clay v. American Tobacco Co., Inc., Case No.
97-4167-JPG. The court entered an order voluntarily dismissing this case on
August 9, 1999.

In May 1997, a physical injury class action was filed in Michigan state
court against United States cigarette manufacturers, including RJR Tobacco, and
its parent company, RJR. Taylor v. American Tobacco Co., Inc., Circuit Court,
Wayne County, Michigan, Case No. 97-715975. On January 10, 2000, the trial court
denied certification of the class.

In June 1997, a physical injury/nicotine-dependence class action was filed
in state court in New Jersey against United States cigarette manufacturers,
including RJR Tobacco, and its parent company, RJR. Lippincott v. American
Tobacco Co., Inc., Superior Court, Camden County, New Jersey, Case No.
L-4702-97. On October 14, 1997 the case was transferred to Middlesex County
Superior Court, and consolidated for class certification purposes with
Cosentino, Kirstein, Piscitello, and Tepper. On October 22, 1998, the court
denied plaintiffs' motion for class certification. Plaintiffs filed a motion for
leave to appeal on February 26, 1999, which was denied on April 12, 1999. On
July 15, 1999, the court ordered that plaintiffs file amended and severed
individual complaints within 45 days of this order. On September 15, 1999, the
parties stipulated to a dismissal of this action.

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In June 1997, a physical injury class action was filed in state court in
Iowa against United States cigarette manufacturers, including RJR Tobacco, and
its parent company, RJR. The case was removed to federal court. Brammer v. R. J.
Reynolds Tobacco Co., United States District Court for the Southern District of
Iowa, Case No. 4-97-CV-10461. There was very little activity in this case in
1999, other than parent companies being dismissed from the lawsuit.

In June 1997, a physical injury class action including those who desire to
participate in smoking cessation programs was filed in state court in California
against United States cigarette manufacturers, including RJR Tobacco, and its
parent company, RJR. Brown v. American Tobacco Co., Inc., Superior Court, San
Diego County, California, Case No. 711400. A hearing on class certification is
scheduled for March 23, 2000.

In July 1997, a nicotine-dependence class action was filed in state court
in New Jersey against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Piscitello v. Philip Morris, Inc.,
Superior Court, Middlesex County, New Jersey, Case No. MID-L-7378-97. On October
14, 1997, the case was consolidated for class certification purposes with
Cosentino, Kirstein, Lippincott, and Tepper. On October 22, 1998, the court
denied plaintiffs' motion for class certification. Plaintiffs filed a motion for
leave to appeal on February 26, 1999, which was denied on April 12, 1999. On
July 15, 1999, the court ordered that plaintiffs file amended and severed
individual complaints within 45 days of this order. On October 27, 1999, the
parties stipulated to a dismissal of this action.

In July 1997, a physical injury class action was filed in state court in
Illinois against United States cigarette manufacturers, including RJR Tobacco,
and its parent company, RJR. Defendants removed the case to federal court in
December 1997. Denberg (formerly Daley) v. American Brands, Inc., United States
District Court for the Northern District of Illinois, Case No. 97L07963. Class
certification discovery is beginning in this case.

In September 1997, an ETS class action was filed in federal court in New
York on behalf of federal prisoners against United States cigarette
manufacturers, including RJR Tobacco, and its parent company, RJR. Nwanze v
Philip Morris Cos., Inc., United States District Court for the Southern District
of New York, Case No.
97-CIV-7344. RJR Tobacco has not been effectively served.

In September 1997, a physical injury/nicotine-dependence class action was
filed in federal court in Texas against United States cigarette manufacturers,
including RJR Tobacco. Bush v. Philip Morris, Inc., United States District Court
for the Eastern District of Texas, Case No. 597CV180. An order granting the
parties' joint motion for a stay is in effect.

In October 1997, a physical injury class action was filed in federal court
in Tennessee against United States cigarette manufacturers, including RJR
Tobacco. Newborn v. Brown & Williamson Tobacco Corp., United States District
Court for the Western District of Tennessee, Case No. 97-2938. On September 23,
1999, the court entered its judgment dismissing this case with prejudice.

In October 1997, an ETS class action on behalf of casino workers was filed
in federal court in Nevada against United States cigarette manufacturers,
including RJR Tobacco, and its parent company, RJR. Badillo v. American Tobacco
Co., Inc., United States District Court for the District of Nevada, Case No.
CV-N-97-00573-DWH. On June 1, 1999, the Court entered an order certifying issues
to the Nevada Supreme Court, and staying all motions for class certification
pending a ruling by the Supreme Court of Nevada on the issues certified. The
parties are awaiting oral argument before the Supreme Court of Nevada.

In November 1997, a physical injury class action was filed in federal
court in South Carolina against United States cigarette manufacturers, including
RJR Tobacco, and its parent company, RJR. Aksamit v. Brown & Williamson Tobacco
Corp., United States District Court for the District of South Carolina, Case No.
6-97-3636-21. The hearing on class certification is scheduled for May 2000.

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In November 1997, an ETS class action was filed in state court in
Louisiana. Defendants removed this case to the United States District Court for
the Eastern District of Louisiana on December 12, 1997. Young v. American
Tobacco Co., Inc., Circuit Court, Orleans Parish, Louisiana, Case No. 97-19984.
The case was remanded to state court on February 2, 1998. The parties are
negotiating on a proposed case management order to submit to the court.

In December 1997, a medicare payment recoupment class action was filed in
federal court in Texas against United States cigarette manufacturers, including
RJR Tobacco. Mason v. American Tobacco Co., Inc., United States District Court
for the Northern District of Texas, Case No. 7-97CV-293-X. There has been little
activity in this case since the September 19, 1999 order allowing plaintiffs to
voluntarily dismiss the claim in their complaint for relief under the Medical
Care Recovery Act.

In December 1997, an ETS class action was filed in federal court in Nevada
against cigarette manufacturers, including RJR Tobacco. Dienno v. Liggett Group,
Inc., United States District Court for the District of Nevada, Case No.
CV-S-98-489-DWH (RLH) In December 1998, this case was consolidated with the
Badillo case. On June 1, 1999, the Court entered an order certifying issues to
the Nevada Supreme Court, and staying all motions for class certification
pending a ruling by the Supreme Court of Nevada on the issues certified. The
parties are awaiting oral argument before the Supreme Court of Nevada.

In February 1998, a class action was filed in federal court in Utah
against United States cigarette manufacturers, including RJR Tobacco, and its
parent company, RJR. Jackson v. Philip Morris, Inc., United States District
Court for the District of Utah, Case No. 2:98CV00178B. The motions to dismiss of
RJR, The Tobacco Institute, B.A.T. Industries, British American, Batus Holdings,
Loews and American Brands were heard on January 27, 2000.

In February 1998, a physical injury class action was filed against
asbestos manufacturers, cigarette manufacturers, including RJR Tobacco, and its
parent company, RJR. Parsons v. A C & S, Inc., Circuit Court, Kanawha County,
West Virginia, Case No. 98-C-388. This case has been stayed pending a final
resolution of the motion to refer tobacco litigation to the Mass Litigation
Panel. On February 21, 2000, a pretrial hearing was held.

In March 1998, an unfair trade practices class action was filed against
RJR Tobacco, and its parent company, RJR, in state court in Pennsylvania,
alleging that the labels "light" and "ultralight" on certain of RJR Tobacco's
cigarettes are misleading. Oliver v. R. J. Reynolds Tobacco Co., Court of Common
Pleas, Philadelphia County, Pennsylvania, Case No. 000268. Class certification
discovery is underway, and a class certification hearing is scheduled for June
20, 2000.

In April 1998, an ETS class action on behalf of casino workers was filed
in state court in New Jersey against United States cigarette manufacturers,
including RJR Tobacco, and its parent company, RJR. Avallone v. American Tobacco
Co., Inc., Superior Court, Middlesex County, New Jersey, Case No. MID-L-488398.
On April 13, 2000, the trial court denied plaintiffs' motion for class
certification. Plaintiffs filed a motion for reconsideration of the court's
class certification decision on May 10, 1999. On December 2, 1999, the court
denied plaintiffs' motion for reconsideration.

In April 1998, a nicotine-dependence class action was filed in state court
in California against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Daniels v. Philip Morris Cos, Inc.,
Superior Court, San Diego County, California, Case No. 719446. The hearing on
plaintiffs' motion for class certification is scheduled for March 30, 2000.

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In April 1998, an ETS class action was filed in state court in Nevada
against United States cigarette manufacturers, including RJR Tobacco, and its
parent company, RJR. Defendants removed the case to federal court on May 20,
1998. Christensen v. Philip Morris Cos., Inc., United States District Court for
the District of Nevada, Case No. CV-S-98-00717-LDG (RLH). Defendants have never
been properly served. On June 1, 1999, the court entered an order certifying
issues to the Nevada Supreme Court and staying all motions for class
certification pending ruling by the Supreme Court of Nevada on the issues
certified. The parties are awaiting oral argument before the Supreme Court of
Nevada.

In June 1998, a class action claiming fraud was filed against United
States cigarette manufacturers, including RJR Tobacco, and others. Cleary v.
Philip Morris, Inc., Circuit Court, Cook County, Illinois, Case No. 98L06427. On
February 3, 1999, the court denied defendants' motion to dismiss. On January 19,
2000, plaintiffs filed an amended complaint. A status conference is scheduled
for March 22, 2000.

In July 1998, a nicotine-dependence and physical injury class action was
filed in state court in North Carolina against United States cigarette
manufacturers, including RJR Tobacco, and its parent company, RJR. Creekmore v.
Brown & Williamson Tobacco Corp., Superior Court, Buncombe County, North
Carolina, Case No. 98 CV 03403. On April 22, 1999, plaintiffs filed an amended
complaint. A stipulation of voluntary dismissal was filed May 11, 1999, that
dismissed RJR and several others. Currently pending before the court is a joint
motion, filed July 6, 1999, to recommend exceptional case designation -- the
case would be assigned to one judge appointed by the Chief Justice of the North
Carolina Supreme Court.

In August 1998, a physical injury class action was filed in state court in
New Mexico against United States cigarette manufacturers, including RJR Tobacco.
Jimenez v. Brown & Williamson Tobacco Corp., District Court, Bernalillo County,
New Mexico, Case No. CV-98 08035. On January 21, 2000, the court heard oral
argument on defendants' motion to consolidate this case with the Connor case
(discussed above) and motion to strike peremptory challenge.

In September 1998, a deceptive trade practices class action was filed
against RJR Tobacco for the marketing of lights and ultralights cigarettes.
Moree v. R. J. Reynolds Tobacco Co., United States District Court for the
Eastern District of Texas, Case No. 1:98CV1833. This case was voluntarily
dismissed by order dated June 2, 1999.

In October 1998, a medical monitoring class action was filed in state
court in Pennsylvania against United States cigarette manufacturers, including
RJR Tobacco, and its parent company, RJR. Defendants removed the case to federal
court on November 16, 1998. Sweeney v. American Tobacco Co., Inc., Court of
Commons Pleas, Allegheny County, Pennsylvania, Case No. GD98-16226. This case
was remanded to state court on April 28, 1999.

In October 1998, a civil rights class action was filed in federal court in
Pennsylvania alleging that United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR, engaged in "discriminatory targeting of
tobacco products sales to Black Americans." Brown v. Philip Morris, Inc., United
States District Court for the Eastern District of Pennsylvania, Case No.
98-5518. On September 21, 1999, the court granted defendants' motion to dismiss.
This case is currently on appeal to the United States Court of Appeals for the
Third Circuit.

In October 1998, a class action was filed in state court in New Jersey
against RJR Tobacco and RJR on behalf of New Jersey residents who purchased and
smoked RJR Tobacco's light or ultralight cigarettes on or after March 3, 1992.
Trombino v. R. J. Reynolds Tobacco Co., Superior Court, Middlesex County, New
Jersey, Case No. L-11263-98. RJR Tobacco filed its answer to plaintiffs' first
amended complaint on October 1, 1999.

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In November 1998, a nicotine dependence/physical injury class action was
filed on behalf of all California smokers in state court in California against
the State of California and other public entities, as well as against United
States cigarette manufacturers, including RJR Tobacco. Smokers for Fairness v.
California, Superior Court, Los Angeles County, California, Case No. BC 198123.
On June 10, 1999, the court granted plaintiffs' request for dismissal.

In December 1998, a nicotine-dependence class action was filed in state
court in Missouri against United States cigarette manufacturers, including RJR
Tobacco. On January 20, 1999, the case was removed to federal court. Gatlin v.
American Tobacco Co., Inc., United States District Court for the Eastern
District of Missouri, Case No. 982-10021, Division 1. The parties stipulated to
a dismissal of this action on February 8, 2000.

In December 1998, a nicotine-dependence class action was filed in state
court in Missouri against United States cigarette manufacturers, including RJR
Tobacco, and its parent company, RJR. Jones v. American Tobacco Co., Inc.,
Circuit Court, Jackson County, Missouri, Case No. 98-CV-30687. This case was
removed to federal court on February 12, 1999. On February 17, 1999, the court
remanded the case to state court. Plaintiffs have attempted to effectuate
service by mail. Defendants, however, have declined to accept service because
service by mail is not sufficient pursuant to Missouri law.

In April 1999, a class action was filed in New York against United States
cigarette manufacturers, including RJR Tobacco. Simon (formerly Sturgeon) v.
Philip Morris, Inc., United States District Court for the Eastern District of
New York, Case No. CV 99 1988. A class certification hearing is scheduled for
June 12, 2000.

In April 1999, a class action was filed in Alabama on behalf of all minors
in the States of Alabama who smoke, against United States cigarette
manufacturers, including RJR Tobacco, and its parent company, RJR. Julian v.
Philip Morris Cos., Inc., Circuit Court, Montgomery County, Alabama, Case No.
CV-1999-1245-GR. Defendants removed this case to federal court on May 19, 1999.
Plaintiffs filed their motion to remand the case on June 17, 1999, which the
court granted on August 26, 1999. The case has been inactive since the court's
remand ruling in August.

In March 1999, a class action was filed in Massachusetts on behalf of all
persons having a history of smoking cigarettes which were purchased in
Massachusetts, against United States cigarette manufacturers, including RJR
Tobacco. Tobacco Consumers' Group Number 3 v. R. J. Reynolds Tobacco Co., United
States District Court for the District of Massachusetts, Boston, Case No.
99-CV-10950-GAO. Defendants removed this case to federal court on April 16,
1999.

In November 1999, a class action was filed in Ohio on behalf of Salem
Lights smokers who do not have a claim for personal injury from smoking, against
RJR Tobacco, and its parent company, RJR. Nichols v. R. J. Reynolds Tobacco Co.,
United States District Court for the Northern District of Ohio, Case No. CV 99
11 4539. Defendants removed this case to federal court on December 10, 1999.
Plaintiffs filed a motion to remand on January 25, 2000. RJR Tobacco files its
opposition to remand on February 11, 2000.

WHOLESALER ANTITRUST CASES

Plaintiffs in these lawsuits are tobacco wholesalers who are suing United
States cigarette manufacturers, including RJR Tobacco, and its parent company,
RJR, alleging that cigarette manufacturers combined and conspired to set the
price of cigarettes, in violation of antitrust statutes and various state unfair
business practices statutes, as a result of which plaintiffs suffered economic
injury. In all cases, plaintiffs are asking the court to certify the lawsuits as
class actions, and to allow the respective plaintiffs to pursue the lawsuits as
representatives of other persons in the United States, and throughout the world,
that purchased cigarettes directly from one or more of the defendants.

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A.D. Bedell Wholesale Co., Inc. v. Philip Morris, Inc., United States
District Court for the Western District of Pennsylvania, Case No. 99-558, was
filed in April 1999. Defendants' joint motion to dismiss the complaint remains
pending before the court.

Buffalo Tobacco Products v. Philip Morris Cos., Inc., United States
District Court for the District of Columbia, Case No. 1:00CV00224, was filed on
February 8, 2000.

Serrone v. Philip Morris Cos., Inc, Circuit Court, Wayne County, Michigan,
Case No. 00-004035 CZ, was filed on February 8, 2000.

Lennon v. Philip Morris Cos., Inc., Supreme Court, New York County, New
York, Case No. 102396, was filed on February 9, 2000.

Munoz v. R. J. Reynolds Tobacco Co., Superior Court, San Francisco County,
California, Case No. 309834, was filed on February 9, 2000.

Romero v. Philip Morris Cos., Inc., District Court, Rio Arriba County, New
Mexico, Case No. D0117CV200000462, was filed on February 9, 2000.

Withers v. Philip Morris Cos., Inc., Circuit Court, Jefferson County,
Tennessee, Case No. 17,194-I, was filed on February 9, 2000.

Quickle v. Philip Morris Cos., Inc., Circuit Court, Brooke County, West
Virginia, Case No. 00-C-28-RI, was filed on February 12, 2000.

Ludke v. Philip Morris Cos., Inc., District Court, Hennepin County,
Minnesota, Case No. MC-00-1954, was filed on February 14, 2000.

Faherty v. Philip Morris Cos., Inc., Superior Court, Cumberland County,
Maine, Case No. CV00-117, was filed on February 16, 2000.

Shafer v. Philip Morris Cos., Inc., District Court, Morton County, North
Dakota, Case No. 00-C-1107, was filed on February 16, 2000.

Vetter v. Philip Morris Cos., Inc., Circuit Court, Hughes County, South
Dakota, Case No. 0056, was filed on February 16, 2000.

TOBACCO GROWERS' CASE

DeLoach v. Philip Morris Cos., Inc., United States District Court for the
District of Columbia, Case No. 1:00CV00294, was filed on February 16, 2000. The
class action complaint was filed on behalf of an estimated 520,000 tobacco
growers and quota holders in the United States. The complaint alleges that the
major tobacco companies conspired among themselves, and with fourteen attorneys
general and one individual, to subvert and undermine the longstanding regulatory
system administered by the U.S. Department of Agriculture, pursuant to federal
statutes and regulations governing the production and sale of cigarette tobacco
in the United States. The suit asserts claims for violation of Section 2 of the
Sherman Antitrust Act, breach of fiduciary duty, and fraud. The plaintiffs seek
damages, including treble damages under the antitrust statute, totaling $69
billion.

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HEALTH CARE COST RECOVERY LITIGATION

In certain of the 65 pending proceedings, various local government
entities and others seek reimbursement for health care expenditures allegedly
caused by tobacco products. The claims asserted in these health care cost
recovery actions vary. Generally, plaintiffs assert the equitable claim that the
tobacco industry was "unjustly enriched" by plaintiffs' payment of health care
costs allegedly attributable to smoking and seek reimbursement of those costs.
The plaintiffs also assert one or more of the following additional claims: the
equitable claim of indemnity, common law claims of negligence, strict liability,
breach of express and implied warranty, violation of a voluntary undertaking or
special duty, fraud, negligent misrepresentation, conspiracy, public nuisance,
claims under state and federal statutes governing consumer fraud, antitrust,
deceptive trade practices and false advertising, and claims under federal or
state RICO statutes.

Each plaintiff seeks reimbursement of health care costs. Other relief
sought by some, but not all, plaintiffs includes punitive damages, treble
damages for alleged antitrust law violations, injunctions prohibiting alleged
marketing and sales to minors, disclosure of research, disgorgement of profits,
funding of anti-smoking programs, disclosure of nicotine yields and payment of
attorney and expert witness fees.

The defendants, including RJR Tobacco, raise a variety of defense,
including: failure to state a valid claim, lack of benefit; adequate remedy at
law; "unclean hands" (namely, that plaintiffs cannot recover because they
participated in, and benefited from, the sale of cigarettes); lack of antitrust
injury; federal preemption; and lack of proximate cause and statute of
limitations. In addition, defendants argue that they should be entitled to
"set-off" any alleged damages to the extent a governmental entity benefits
economically from the sale of cigarettes through the receipt of excise taxes or
otherwise.

Defendants also argue that all of these cases are improper because
plaintiffs must proceed under principles of subrogation and assignment. Under
traditional theories of recovery, a payor of medical costs (such as an insurer)
can seek recovery of health care costs from a third party solely by "standing in
the shoes" of the injured party. Defendants argue that plaintiffs should be
required to bring an action on behalf of each individual health care recipient
and should be subject to all defenses available against the allegedly injured
party.

The following cases are health care cost recovery suits filed against RJR
Tobacco, and, in some cases, its parent company, RJR, that were active in 1999.
These cases have been further broken down as to the type of plaintiff involved.

STATE OR COMMONWEALTH
HEALTH CARE COST RECOVERY

On November 23, 1998, major tobacco manufacturers entered into a Master
Settlement Agreement with attorneys general representing 46 states, the District
of Columbia, Puerto Rico, Guam, the Virgin Islands, American Samoa and the
Northern Marianas (collectively referred to as the "settling states"). The MSA
resolves the various health care cost recovery actions brought by the
states/commonwealths/territories, and their various political subdivisions, and
contains releases of certain additional present and future claims.

The MSA became final on November 12, 1999 when over 80% of the settling
states approved the MSA. As of February 23, 2000, 46 settling states had
approved the MSA.

TERRITORY
HEALTH CARE COST RECOVERY

The Republic of the Marshall Islands v. American Tobacco Co., Inc., High
Court, Marshall Islands, Case No. 1997-261, was filed in October 1997. On
January 7, 2000, plaintiff filed a second amended complaint. Discovery is
ongoing, and trial has been scheduled for October 1, 2000.

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CITY/COUNTY
HEALTH CARE COST RECOVERY

Claims similar to those advanced in the state attorneys general actions
have also been asserted by cities and/or counties in separate actions. In
addition to the variety of substantive defenses described above, it is the
industry's position that recovery in any such actions (if any) should be subject
to the offset provisions of the MSA, and therefore, beyond the potential cost of
defending these actions through trial, there should be no additional financial
exposure as a result of these cases.

Certain of the city/county cases have been dismissed in light of the
approval in the relevant jurisdictions of the MSA. Others, however, were active
during 1999, and remain pending to date.

San Francisco v. Philip Morris, Inc., United States District Court for the
Northern District of California, Case No. C-96-2090 DLJ, was filed in June 1996.
On February 2, 2000, the parties stipulated to a dismissal of this lawsuit.

California v. Philip Morris, Inc., Superior Court, San Francisco County,
Case No. 980864, was filed in September 1996. On June 10, 1999, plaintiffs'
request for dismissal was accepted by the court.

Davis v. R. J. Reynolds Tobacco Co., Superior Court, San Diego County,
California, Case No. 00706458, was filed in July 1996. On February 25, 1999,
plaintiffs voluntarily dismissed certain defendants, including RJR Tobacco.

City of New York v. The Tobacco Institute, Supreme Court, New York County,
New York, Case No. 406225/96, was filed in October 1996. In January 1999, the
court ruled that the pending motions in this case, including motions to dismiss,
were "moot" as this case has been settled as part of the MSA.

County of Erie v. The Tobacco Institute, Supreme Court, Erie County, New
York, Case No. I 1997/359, was filed in January 1997. In February 1999, the
court stayed this action until decision of Erie County's appeal of the New York
trial court's approval of the MSA or until further order of the court. On
January 5, 2000, the parties filed a stipulation discontinuing this action.

County of Cook v. Philip Morris, Inc., Circuit Court, Cook County,
Illinois, Case No. 97-L-4550, was filed in April 1997. On December 10, 1999,
certain defendants filed a motion for summary judgment, which is currently
pending before the court.

City of Birmingham v. American Tobacco Co., Inc., United States District
Court for the Northern District of Alabama, Case No. CV-97-P-1449-W, was filed
in May 1997. The parties stipulated to a dismissal that was granted by the court
on October 26, 1999.

City of St. Louis v. American Tobacco Co., Inc., United States District
Court for the Eastern District of Missouri, Case No. 4:98CV02087ERW, was filed
in November 1998. The parties are currently awaiting the court's ruling on
certain defendants' motion to dismiss the first amended petition which was filed
on December 16, 1999.

St. Louis County v. American Tobacco Co., Inc., United States District
Court for the Eastern District of Missouri, Case No. 4:98CV02104ERW, was filed
in November 1998. Defendants have until February 17, 2000 to file answer or
other response to plaintiffs' complaint.

County of Allegheny v. American Tobacco Co., Inc., United States District
Court for the Western District of Pennsylvania, Case No. 99-365, was filed in
March 1999. Plaintiffs voluntarily dismissed this case on May 14, 1999.

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County of Wayne v. Philip Morris, Inc., United States District Court for
the Eastern District of Michigan, Case No. 99-936252-NZ, was filed in December
1999. Defendants removed the case to federal court on December 22, 1999. RJR
Tobacco filed its answer to the complaint on December 23, 1999.

UNIONS
HEALTH CARE COST RECOVERY

Lawsuits have been brought by union trust funds against cigarette
manufacturers, including RJR Tobacco and others (RJR in some cases), in state
and federal courts across the country in the past three years. The funds seek
recovery on an aggregate basis for their payment of medical expenses of their
"participants" - unionized employees and their dependents -- allegedly injured
by cigarettes. The complaints in these cases are substantially identical, and
more than 30 of the cases purport to be class actions on behalf of all union
funds in a particular state.

Stationary Engineers Local 393 Health & Welfare Trust Fund v. Philip
Morris, Inc., United States District Court for the Northern District of
California, Case No. C-97-1519-MMC, was filed in April 1997. On April 30, 1998,
defendants' motion to dismiss was granted in part and denied. Plaintiffs
appealed this ruling to the United States Court of Appeals for the Ninth
Circuit. On February 15, 2000, an agreement was reached to dismiss the case for
a waiver of costs. A stipulation of dismissal reflecting this agreement is to be
filed with the court.

Northwest Laborers-Employers Health & Security Trust Fund v. Philip
Morris, Inc., United States District Court for the Western District of
Washington, Case No. C97-849-WD, was filed in May 1997. In December 1998, the
court denied defendants' motion for judgment on the pleadings. On December 17,
1999, the court granted the parties' joint motion for preliminary approval of
agreement to dismiss upon certain conditions. A hearing on the final approval of
the preliminary approval order and notice to the class of dismissal was held on
February 1, 2000, at which time the court granted plaintiffs' motion to dismiss
their appeal to the United States Court of Appeals for the Ninth Circuit.

Iron Workers Union Insurance Fund v. Philip Morris, Inc. United States
District Court for the Northern District of Ohio, Case No. 1:97 CV 144, was
filed in May 1997. In October 1998, the trial court granted plaintiffs' motion
for certification of a class consisting of all Ohio labor health and welfare
funds. In February 1999, the United States Court of Appeals for the Sixth
Circuit declined to review the trial court's certification of the class. The
trial of this case began on February 22, 1999. On March 18, 1999, a verdict was
returned in favor of defendants on all counts. On May 11, 1999, plaintiffs moved
the court for a new trial. However, on October 4, 1999, the parties consented
to, and the court granted, a voluntary dismissal.

Laborers District Council Health and Welfare Trust Fund v. Philip Morris,
Inc., United States District Court for the Western District of Kentucky, Case
No. 3:97CV-394-H, was filed in June 1997. On October 6, 1999, a consent order of
dismissal was entered by the court.

Massachusetts Laborers Health and Welfare Fund v. Philip Morris, Inc.,
United States District Court for the District Court of Massachusetts, Case No.
97-11552-GAO, was filed in June 1997. On October 5, 1999, plaintiffs filed a
first amended complaint. Defendants have obtained from plaintiff's counsel an
open-ended extension of time within which to file their answers.

Hawaii Health & Welfare Fund for Operating Engineers v. Philip Morris,
Inc., United States District Court for the District of Hawaii, Case No.
97-00833, was filed in June 1997. In January 1999, the court granted defendants'
motion to dismiss based on the remoteness doctrine. Plaintiffs appealed this
ruling to the United States Court of Appeals for the Ninth Circuit. On February
15, 2000, an agreement was reached to dismiss the case for a waiver of costs. A
stipulation of dismissal reflecting this agreement is to be filed with court.

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United Federation of Teachers Welfare Fund v. Philip Morris, Inc., United
States District Court for the Southern District of New York, Case No.97CIV4676,
was filed in June 1997. On March 25, 1999, the federal district court granted in
part, and dismissed in part, plaintiffs' complaint. Plaintiffs appealed this
ruling to the United States Court of Appeals for the Second Circuit, who, on
April 9, 1999, reversed the district court's ruling, and ordered the district
court to dismiss plaintiffs' complaint. On April 23, 1999, plaintiffs petitioned
the Second Circuit for a panel rehearing. On July 30, 1999, plaintiffs requested
a pre-motion conference for leave to file a second amended complaint in the
federal district court, which the Second Circuit denied. On August 18, 1999, the
Second Circuit remanded the case back to the federal district court with
directions to dismiss plaintiffs' complaint. On November 4, 1999, plaintiffs
filed a petition for certiorari to the U.S. Supreme Court, which was denied on
January 10, 2000.

Laborers Local 17 Health & Benefit Fund v. Philip Morris, Inc., United
States District Court for the Southern District of New York, Case Number
97CIV4550, was filed in June 1997. On March 25, 1999, the federal district court
granted in part, and dismissed in part, plaintiffs' complaint. Plaintiffs
appealed this ruling to the United States Court of Appeals for the Second
Circuit, which, on April 9, 1999, reversed the district court's ruling, and
ordered the district court to dismiss plaintiffs' complaint. On April 23, 1999,
plaintiffs petitioned the Second Circuit for a panel rehearing. On July 30,
1999, plaintiffs requested a pre-motion conference for leave to file a second
amended complaint in the federal district court, which the Second Circuit
denied. On August 18, 1999, the Second Circuit remanded the case back to the
federal district court with directions to dismiss plaintiffs' complaint. On
November 4, 1999, plaintiffs filed a petition for certiorari to the U.S. Supreme
Court, which was denied on January 10, 2000.

Oregon Laborers-Employers Health & Welfare Trust Fund v. Philip Morris,
Inc., United States District Court for the District of Oregon, Case No.
9706-04707, was filed in June 1997. Plaintiffs filed a motion for class
certification. On August 3, 1998, the federal district court granted defendants'
motion for judgment on the pleadings. On July 14, 1999, the Ninth Circuit Court
of Appeals affirmed the district court's dismissal. Plaintiffs filed a petition
for certiorari to the United States Supreme Court on October 12, 1999. On
January 10, 2000, the United States Supreme Court denied the petition.

Laborers and Operating Engineers Utility Agreement Health & Welfare Trust
Fund v. Philip Morris, Inc., United States District Court for the District of
Arizona, Case No. 97-1406-PHXSMM, was filed in June 1997. In February 17 1999,
the court granted defendants' motion to dismiss the first amended complaint.
Plaintiffs appealed this ruling to the United States Court of Appeals for the
Ninth Circuit. On February 15, 2000, an agreement was reached to dismiss the
case for a waiver of costs. A stipulation of dismissal reflecting this agreement
is to be filed with court.

Central Laborers Welfare Fund v. Philip Morris, Inc., United States
District Court for Southern District of Illinois, Case No. 97-568-WDS, was filed
in June 1997. Currently pending before the court are defendants' motion to
dismiss, and motion to transfer venue.

Ark-La-Miss Laborers Welfare Fund v. Philip Morris, Inc., United States
District Court for the Eastern District of Louisiana, Case No. 97-1944, was
filed in June 1997. On March 31, 1999, this court ordered this case stayed, and
administratively closed, pending a decision by the United States Court of
Appeals for the Fifth Circuit in the Texas Carpenters case. On January 19, 2000,
the Fifth Circuit affirmed the trial court's dismissal of the Texas Carpenters
case.

International Operating Engineers Local 132 (formerly West Virginia
Laborers Pension Fund) v. Philip Morris, Inc., United States District Court for
the Southern District of West Virginia, Case No. 3:97-0708, was filed in July
1997. On June 29, 1999, the court entered an order dismissing this action.

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Eastern States Health & Welfare Fund v. Philip Morris, Inc., Supreme
Court, New York County, New York, Case No. 97/603869, was filed in July 1997. On
January 6, 1998, the judge issued an order stating that the group of similar
union cases pending before the court (Eastern States, Puerto Rican ILGWU, IBEW
Local 363, IBEW Local 25, Local 840, Local 138, 138A and 138B, Long Island
Regional Council of Carpenters, Day Care Council-Local 205, Local 1199 National
Benefit Fund, and Local 1199 Home Care Industry) were related for the purposes
of pretrial discovery and would be assigned the same judge. On August 28, 1998,
defendants filed a motion to dismiss. The court granted in part, and denied in
part, their motion. On August 18, 1999, defendants filed a supplemental notice
of motion to dismiss on statute of limitation grounds. On August 23, 1999,
defendants filed a request for judicial intervention to dismiss this action
because of delinquent discovery and inactivity. The court has not yet entered an
order officially dismissing the case.

Rhode Island Laborers Health & Welfare Fund v. American Tobacco Co., Inc.,
United States District Court for the District of Rhode Island, Case No. 97-500L,
was filed in July 1997. Discovery is ongoing.

Connecticut Pipe Trades Health Fund v. Philip Morris, Inc., United States
District Court for the District of Connecticut, Case No. 397CV01305 (JBA), was
filed in July 1997. On November 22, 1999, the parties' joint stipulation of
dismissal was approved by the court.

Asbestos Workers Local 53 Health and Welfare Fund v. Philip Morris, Inc.,
United States District Court for the Eastern District of Louisiana, Case No.
97-2570, was filed in August 1997. On March 31, 1999, this court ordered this
case stayed, and administratively closed, pending a decision by the United
States Court of Appeals for the Fifth Circuit in the Texas Carpenters case. On
January 19, 2000, the Fifth Circuit affirmed the trial court's dismissal of the
Texas Carpenters case.

Teamsters No. 142 Health and Welfare Trust Fund v. Philip Morris, Inc.,
United States District Court for the Northern District of Indiana, Case No.
3:97CV00667RM, was filed in September 1997. The court listed this case "as being
in a state of `suspended animation' and the defendants are not required to take
any action at this time." Plaintiffs' counsel will contact the court if and when
he wishes to activate this case.

Puerto Rican ILGWU Health & Welfare Fund v. Philip Morris, Inc., Supreme
Court, New York County, New York, Case No. 97/604785, was filed in September
1997. On August 28, 1998, defendants filed their motion to dismiss. The court
granted in part, and denied in part, their motion. On August 18, 1999,
defendants filed a supplemental notice of motion to dismiss on statute of
limitation grounds. On August 23, 1999, defendants filed a request for judicial
intervention to dismiss this action because of delinquent discovery and
inactivity. The court has not yet entered an order officially dismissing the
case.

Arkansas Carpenters Health & Welfare Fund v. Philip Morris, Inc., United
States District Court for the District of Arkansas, Case No. LR-C-97-0754, was
filed in September 1997. On September 28, 1999, the court granted defendants'
motions to dismiss On October 22, 1999, plaintiffs appealed this ruling to the
United States Court of Appeals for the Eighth Circuit. On November 19, 1999,
plaintiffs-appellants' filed a motion to dismiss their appeal which was granted,
and entered by the appellate court on November 22, 1999, and by the trial court
on December 2, 1999.

Central States Joint Board Health and Welfare Trust Fund v. Philip Morris,
Inc., United States District Court for the Northern District of Illinois, Case
No. 97C8114, was filed in October 1997. On December 1, 1998, the federal court
granted defendants' motion to dismiss. On November 15, 1999, the U.S. Court of
Appeals for the Seventh Circuit affirmed the trial court's ruling.

Texas Carpenters Health Benefit Fund v. Philip Morris, Inc., United States
District Court for the Eastern District of Texas, Case No. 97-CV-0625, was filed
in October 1997. On January 19, 2000, the United States Court of Appeals for the
Fifth Circuit affirmed the trial court's August 31, 1998 order granting
defendants' motion to dismiss the complaint.

17
<PAGE> 18

International Brotherhood of Teamsters Local 734 Health and Welfare Trust
Fund v. Philip Morris, Inc., United States District Court for the Northern
District of Illinois, Case No. 97C8113, was filed in October 1997. On December
1, 1998, the federal court granted defendants' motion to dismiss. On November
15, 1999, the U.S. Court of Appeals for the Seventh Circuit affirmed the trial
court's ruling.

New Mexico and West Texas Multi-Craft Health & Welfare Fund v. Philip
Morris, Inc., District Court, Bernalillo County, New Mexico, Case No.
CV-97-0009118, was filed in October 1997. In December 1998, the court dismissed
the case with prejudice noting that the "remoteness doctrine was the principle
catalyst for this decision."

IBEW Local 25 Health & Welfare Benefit Fund v. Philip Morris, Inc.,
Supreme Court, New York County, New York, Case No. 97/122255, was filed in
November 1997. On August 28, 1998, defendants filed their motion to dismiss,
which the court granted in part, and denied in part. On August 18, 1999,
defendants filed a supplemental notice of motion to dismiss on statute of
limitation grounds. On August 23, 1999, defendants filed a request for judicial
intervention to dismiss this action because of delinquent discovery and
inactivity. The court has not yet entered an order officially dismissing the
case.

IBEW Local 363 Welfare Fund v. Philip Morris, Inc., Supreme Court, New
York County, New York, Case No. 97/122254, was filed in November 1997. On August
28, 1998, defendants filed their motion to dismiss, which the court granted in
part and denied in part. On August 18, 1999, defendants filed a supplemental
notice of motion to dismiss on statute of limitation grounds. On August 23,
1999, defendants filed a request for judicial intervention to dismiss this
action because of delinquent discovery and inactivity. The court has not yet
entered an order officially dismissing the case.

Long Island Regional Council of Carpenters Welfare Fund v. Philip Morris,
Inc., Supreme Court, New York County, New York, Case No. 97/122258, was filed in
November 1997. On August 28, 1998, defendants filed their motion to dismiss. The
court granted in part, and denied in part, their motion. On August 18, 1999,
defendants filed a supplemental notice of motion to dismiss on statute of
limitation grounds. On August 23, 1999, defendants filed a request for judicial
intervention to dismiss this action because of delinquent discovery and
inactivity. The court has not yet entered an order officially dismissing the
case.

Local 840, International Brotherhood of Teamsters Health & Insurance Fund
v. Philip Morris, Inc., Supreme Court, New York County, New York, Case No.
97/122256, was filed in November 1997. On August 28, 1998, defendants filed
their motion to dismiss. The court granted in part, and denied in part, their
motion. On August 18, 1999, defendants filed a supplemental notice of motion to
dismiss on statute of limitation grounds. On August 23, 1999, defendants filed a
request for judicial intervention to dismiss this action because of delinquent
discovery and inactivity. The court has not yet entered an order officially
dismissing the case.

Local 138, 138A, and 138B International Union of Operating Engineers
Welfare Fund v. Philip Morris, Inc., Supreme Court, New York County, New York,
Case No. 97/122257, was filed in November 1997. On August 28, 1998, defendants
filed their motion to dismiss. The court granted in part, and denied in part,
their motion. On August 18, 1999, defendants filed a supplemental notice of
motion to dismiss on statute of limitation grounds. On August 23, 1999,
defendants filed a request for judicial intervention to dismiss this action
because of delinquent discovery and inactivity. The court has not yet entered an
order officially dismissing the case.

United Food & Commercial Workers Union v. Philip Morris, Inc., United
States District Court for the Northern District of Alabama, Case No. CV-97-1340,
was filed in November 1997. On December 30, 1997, defendants removed this case
to federal court. On August 11, 1999, the trial court entered an order denying
plaintiffs' motion to amend its complaint, and granting defendants' motion to
dismiss. The court also vacated conditional class certification previously
granted by the state court, and dismissed the case as to the claims of the other
class members. On September 1, 1999, plaintiffs appealed the federal district
court's ruling to the United States Court of Appeals for the Eleventh Circuit,
where briefing has been completed. The Eleventh Circuit has not yet scheduled
oral argument.

18
<PAGE> 19

Screen Actors Guild-Producers Health & Welfare Fund Plan v. Philip Morris,
Inc., Superior Court, Los Angeles County, California, Case No. BS181603, was
filed in November 1997. On July 26, 1999, the court granted plaintiffs' motion
to intervene into Operating Engineers Local 12.

Day Care Council Local 205 D.C. 1717 Welfare Fund v. Philip Morris, Inc.,
Supreme Court, New York County, New York, Case No. 97/606240, was filed in
December 1997. On August 28, 1998, defendants filed their motion to dismiss. The
court granted in part, and denied in part, their motion. On August 18, 1999,
defendants filed a supplemental notice of motion to dismiss on statute of
limitation grounds. On August 23, 1999, defendants filed a request for judicial
intervention to dismiss this action because of delinquent discovery and
inactivity. The court has not yet entered an order officially dismissing the
case.

Local 1199 National Benefit Fund for Health and Human Services Employees
v. Philip Morris, Inc., Supreme Court, New York County, New York, Case No.
97/606241, was filed in December 1997. On August 28, 1998, defendants filed
their motion to dismiss. The court granted in part, and denied in part, their
motion. On August 18, 1999, defendants filed a supplemental notice of motion to
dismiss on statute of limitation grounds. On August 23, 1999, defendants filed a
request for judicial intervention to dismiss this action because of delinquent
discovery and inactivity. The court has not yet entered an order officially
dismissing the case.

Local 1199 Home Care Industry Benefit Fund v. Philip Morris, Inc., Supreme
Court, New York County, New York, Case No. 97/606249, was filed in December
1997. On August 28, 1998, defendants filed their motion to dismiss. The court
granted in part, and denied in part, their motion. On August 18, 1999,
defendants filed a supplemental notice of motion to dismiss on statute of
limitation grounds. On August 23, 1999, defendants filed a request for judicial
intervention to dismiss this action because of delinquent discovery and
inactivity. The court has not yet entered an order officially dismissing the
case.

Operating Engineers Local 12 Health & Welfare Fund v. American Tobacco
Co., Inc., Superior Court, Los Angeles County, California, Case No. BC 177968,
was filed in December 1997. On July 26, 1999, the court granted plaintiffs'
motion to consolidate several similar cases, pending before the same judge, with
this case designated as the lead and controlling case for the consolidation.

Carpenters & Joiners Welfare Fund v. Philip Morris, Inc., United States
District Court for the District of Minnesota, Case No. 98-515JMR/FLN, was filed
in December 1997. Defendants' motion to dismiss plaintiffs' amended complaint
was granted by the trial court on April 29, 1999. This ruling is currently on
appeal in the United States Court of Appeals for the Eighth Circuit.

Operating Engineers Local 324 Health Care Fund v. Philip Morris, Inc.,
Circuit Court, Wayne County, Michigan, Case No. 5:98-CV-60020, was filed in
December 1997. On February 26, 1999, the court granted defendants' motion to
dismiss plaintiffs' first amended complaint. This case is currently on appeal in
the Michigan Court of Appeals.

Steamfitters Local Union No. 614 Health and Welfare Fund v. Philip Morris,
Inc., Circuit Court, Shelby County, Tennessee, Case No. 92260-2, was filed in
January 1998. The parties have completed briefing on defendants' interlocutory
appeal of the January 29, 1999 order denying in part defendants' motion to
dismiss. Oral argument before Tennessee Court of Appeals took place on November
22, 1999; however, no ruling has yet been made.

The National Asbestos Workers Medical Fund v. Philip Morris, Inc., United
States District Court for the Eastern District of New York, Case No. CV 98 1492,
was filed in February 1998. On October 19, 1998, the court denied defendants'
motion to dismiss. Trial in this case is scheduled for June 5, 2000.

U.A. Local No. 467 Health and Welfare Trust Fund v. Philip Morris, Inc.,
Superior Court, San Mateo County, California, Case No. 404308, was filed in
March 1998. On July 26, 1999, the court granted plaintiffs' motion to
consolidate this case with Operating Engineers Local 12, which is the lead and
controlling case for the consolidation.

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<PAGE> 20

Milwaukee Carpenters District Council Health Fund, Welfare Benefit Plan
and Its Trustees v. Philip Morris, Inc., United States District Court for the
Eastern District of Wisconsin, Case No. 98 CV 0394, was filed in March 1998. On
January 13, 2000, this case was dismissed with prejudice by court order.

Service Employees International Union Health & Welfare Fund v. Philip
Morris, Inc., United States District Court for the District of Columbia, Case
No. 1:98CV00704-GK, was filed in March 1998. On December 21, 1999, in the three
union cases of: (1) Michael H. Holland; (2) Service Employees International
Union; and (3) S.E.I.U. Local 74, a federal district court judge in the District
of Columbia held that plaintiffs' complaints would not be dismissed on
remoteness grounds and that plaintiffs' RICO claims could continue at this
stage, despite the multiple courts of appeals' rulings holding otherwise in
similar cases. The judge, however, did dismiss certain other claims in these
suits.

Bay Area Automotive Group Welfare Fund v. Philip Morris, Inc., Superior
Court, San Francisco County, California, Case No. 994380, was filed in April
1998. This case was voluntarily dismissed on August 6, 1999.

Bay Area Delivery Drivers Security Fund v. Philip Morris, Inc., Superior
Court, Alameda County, California, Case No. 797589-9, was filed in April 1998.
This case was voluntarily dismissed on August 6, 1999.

Teamsters Benefit Trust v. Philip Morris, Inc., Superior Court, Alameda
County, California, Case No. 796981-5, was filed in April 1998. This case was
voluntarily dismissed on August 6, 1999.

Newspaper Periodical Drivers Local 921 v. Philip Morris, Inc., Superior
Court, San Mateo County, California, Case No. 404469, was filed in April 1998.
This case was voluntarily dismissed on August 6, 1999.

U.A. Local No. 343 Health and Welfare Trust Fund v. Philip Morris, Inc.,
Superior Court, Alameda County, California, Case No. 796956-4, was filed in
April 1998. This case was voluntarily dismissed on August 6, 1999.

U.A. Local No. 159 Health and Welfare Trust Fund v. Philip Morris, Inc.,
Superior Court, Alameda County, California, Case No. 796938 8, was filed in
April 1998. This case was voluntarily dismissed on August 6, 1999.

Sign Pictorial and Display Industry Welfare Fund v. Philip Morris, Inc.,
Superior Court, San Francisco County, California, Case No. 994403, was filed in
April 1998. This case was voluntarily dismissed on August 6, 1999.

San Francisco Newspaper Publishers and Northern California Newspaper Guild
Health & Welfare Trust v. Philip Morris, Inc., Superior Court, San Francisco
County, California, Case No. 994409, was filed in April 1998. This case was
voluntarily dismissed on August 6, 1999.

Pipe Trades District Council No. 36 Health & Welfare Trust Fund v. Philip
Morris, Inc., Superior Court, Alameda County, California, Case No. 797130-1, was
filed in April 1998. This case was voluntarily dismissed on August 6, 1999.

Milwaukee Carpenters District Council Health Fund, Welfare Benefit Plan
and its Trustees v. Philip Morris, Inc., Circuit Court, Milwaukee County,
Wisconsin, Case No. 98CV001704, was filed in April 1998. On September 13, 1999,
plaintiffs' motion to dismiss was granted by the court.

20
<PAGE> 21

North Coast Trust Fund v. Philip Morris, Inc., Superior Court, San
Francisco County, California, Case No. 994575, was filed in April 1998. On July
26, 1999, the court granted plaintiffs' motion to consolidate this case with
Operating Engineers Local 12, which is the lead and controlling case for the
consolidation.

Northern California Bakery Drivers Security Fund v. Philip Morris, Inc.,
Superior Court, Alameda County, California, Case No. 797362-6, was filed in
April 1998. This case was voluntarily dismissed on August 6, 1999.

U.A. Local No. 393 Health and Welfare Trust Fund v. Philip Morris, Inc.,
Superior Court, Alameda County, California, Case No. 798474-3, was filed in May
1998. On July 26, 1999, the court granted plaintiffs' motion to consolidate this
case with Operating Engineers Local 12, which is the lead and controlling case
for the consolidation.

Northern California Plasterers Health & Welfare Trust Fund v. Philip
Morris, Inc., Superior Court, San Francisco County, California, Case No. 995226,
was filed in May 1998. This case was voluntarily dismissed on August 6, 1999.

Northern California General Teamsters Security Fund v. Philip Morris,
Inc., Superior Court, Alameda County, California, Case No. 798492 9, was filed
in May 1998. This case was voluntarily dismissed on August 6, 1999.

Utah Laborers Health & Welfare Trust Fund v. Philip Morris, Inc., United
States District Court for the District of Utah, Case No. 2:98CV403C, was filed
in June 1998. On March 31, 1999, the court denied defendants' motion to dismiss.
On November 22, 1999, the United States Court of Appeals for the Tenth Circuit
granted defendants' petition to appeal this ruling.

Joint Benefit Trust v. Philip Morris, Inc., Superior Court, Alameda
County, California, Case No. 799495-5, was filed in June 1998. This case was
voluntarily dismissed on August 6, 1999.

Northern California Pipe Trades Health and Welfare Trust v. Philip Morris,
Inc., Superior Court, Alameda County, California, Case No. 799692-4, was filed
in June 1998. This case was voluntarily dismissed on August 6, 1999.

S.E.I.U. Local 74 Welfare Fund v. Philip Morris, Inc., United States
District Court for the District of Columbia, Case No. 1:98CV01569, was filed in
June 1998. On December 21, 1999, in the three union cases of: (1) Michael H.
Holland; (2) Service Employees International Union; and (3) S.E.I.U. Local 74, a
federal district court judge in the District of Columbia held that plaintiffs'
complaints would not be dismissed on remoteness grounds and that plaintiffs'
RICO claims could continue at this stage, despite the multiple courts of
appeals' rulings holding otherwise in similar cases. The judge, however, did
dismiss certain other claims in these suits

Shop Ironworkers Local 790 Welfare Plan v. Philip Morris, Inc., Superior
Court, Alameda County, California, Case No. 801309-3, was filed in July 1998.
This case was voluntarily dismissed on August 6, 1999.

IBEW Local 595 Health and Welfare Trust Fund v. Philip Morris, Inc.,
Superior Court, Alameda County, California, Case No. 801292-0, was filed in July
1998. This case was voluntarily dismissed on August 6, 1999.

Plastering Industry Welfare Trust Fund v. Philip Morris, Inc., Superior
Court, San Francisco County, California, Case No. 996189, was filed in July
1998. This case was voluntarily dismissed on August 6, 1999.

21
<PAGE> 22

Northern California Tile Industry Health & Welfare Trust Fund v. Philip
Morris, Inc., Superior Court, San Francisco County, California, Case No. 996822,
was filed in July 1998. This case was voluntarily dismissed on August 6, 1999.

Central Valley Painting & Decorating Health & Welfare Trust Fund v. Philip
Morris, Inc., Superior Court, San Francisco County, California, Case No. 996262,
was filed in July 1998. This case was voluntarily dismissed on August 6, 1999.

Contractors, Laborers, Teamsters & Engineers Health & Welfare Plan v.
Philip Morris, Inc., United States District Court for the District of Nebraska,
Case No. 8:98CV364, was filed in August 1998. In February 1999, the court
granted defendants' motion to dismiss for failure to state a claim.

Holland v. Philip Morris, Inc., United States District Court for the
District of Columbia, Case No. 1:98CV01716, was filed in August 1998. On
December 21, 1999, in the three union cases of: (1) Michael H. Holland; (2)
Service Employees International Union; and (3) S.E.I.U. Local 74, a federal
district court judge in the District of Columbia held that plaintiffs'
complaints would not be dismissed on remoteness grounds and that plaintiffs'
RICO claims could continue at this stage, despite the multiple courts of
appeals' rulings holding otherwise in similar cases. The judge, however, did
dismiss certain other claims in these suits.

San Francisco Culinary, Bartenders and Service Employees Welfare Fund v.
Philip Morris, Inc., Superior Court, San Francisco County, California, Case No.
996855, was filed in September 1998. This case was voluntarily dismissed on
August 6, 1999.

Central Coast Trust Fund v. Philip Morris, Inc., Superior Court, San
Francisco County, California, Case No. 998208, was filed in September 1998. This
case was voluntarily dismissed on August 6, 1999.

Sheet Metal Workers Trust Fund v. Philip Morris, Inc., United States
District Court for the District of Columbia, Case No. 1:99CV02326, was filed in
August 1999. On December 21, 1999, the court denied certain defendants' motions
to dismiss in part, but granted the motion in part with respect to plaintiffs'
failure to state a claim.

Bergeron v. Philip Morris, Inc., United States District Court for the
Eastern District of New York, Case No. CV 99 6142, was filed in September 1999.
As of December 31, 1999, defendants were in the process of filing a motion to
dismiss.

INSURERS/SELF-INSURERS
HEALTH CARE COST RECOVERY

Claims for recovery of health costs have also been filed by four groups of
health care insurers, as well as a private entity that operates its employee
health care programs on a self-insured basis. The claims advanced in these cases
are comparable to those advanced in the union health care cost recovery actions.

Great Lakes Sales & Marketing (formerly Williams & Drake Co., Inc.) v.
American Tobacco Co., Inc., United States District Court for the Western
District of Pennsylvania, Case No. 98553, was filed in March 1998. On December
21, 1998, the trial court dismissed this case with prejudice. Plaintiffs
appealed this ruling to the United States Court of Appeals for the Third
Circuit, which affirmed the trial court's decision on April 20, 1999.

Group Health Plan v. Philip Morris, Inc., United States District Court for
the District of Minnesota, Case No. 98-CV-1036, was filed in March 1998. On
January 25, 2000, the court granted in part, and denied in part, defendants'
motion to dismiss. Trial is scheduled for December 1, 2000.

22
<PAGE> 23

Regence Blueshield v. Philip Morris, Inc., United States District Court
for the Western District of Washington, at Seattle, Case No. C98-0559R, was
filed in April 1998. In January 6, 1999, the court granted certain defendants'
motion to dismiss. On February 4, 1999, plaintiffs appealed this ruling to the
United States Court of Appeals for the Ninth Circuit. On September 15, 1999,
plaintiffs-appellant filed a motion for stay or in the alternative for extension
of time to file opening briefs, which is still pending before the Ninth Circuit.

Blue Cross and Blue Shield of New Jersey, Inc. v. Philip Morris, Inc.,
United States District Court for the Eastern District of New York, Case No. CV
98 3287, was filed in April 1998. On February 25, 1999, the trial court denied
certain defendants' motions to dismiss for failure to state a claim and failure
to join necessary parties. Trial in this case is scheduled for May 22, 2000.

Arkansas Blue Cross and Blue Shield v. Philip Morris, Inc., United States
District Court for the Northern District of Illinois, Case No. 98 C 2612, was
filed in April 1998. On March 31, 1999, the trial court denied defendants' joint
motion to dismiss. Defendants appealed this ruling to the United States Court of
Appeals for the Seventh Circuit, which reversed and remanded the case to the
trial court with instructions to dismiss the complaint. On December 21, 1999,
the trial court entered an order dismissing plaintiffs' complaint. Plaintiffs
filed a motion to amend their complaint and a motion to vacate the December 21,
1999 dismissal, which the trial court denied on January 20, 2000, pursuant to
the order of the Seventh Circuit.

INDIAN TRIBES
HEALTH CARE COST RECOVERY

Muscogee Creek Nation v. American Tobacco Co., Inc., Muscogee Creek Tribal
Court, Oklahoma, Case No. CV 97-27, was filed in June 1997. On December 28,
1999, the court entered an order granting plaintiffs' motion for voluntary
dismissal.

Lower Brule Sioux Nation v. American Tobacco Co., Inc., Lower Brule Sioux
Tribal Court, South Dakota, Case No. 97-5-0057, was filed in June 1997. Pending
approval of a tolling agreement between all parties regarding the voluntary
dismissal of the complaint, any applicable statute of limitations shall be
tolled with respect to any claims the Tribe may assert against defendants. The
tolling period shall run from September 14, 1997 to 365 days after the date the
Tribe's voluntary dismissal is filed in Tribal Court. A stipulation and proposed
order to stay the proceedings for 540 days was sent to plaintiff's counsel in
January 2000, with instructions to sign and return for filing with the court.
The signed stipulation has not yet been filed.

Crow Creek Sioux Tribe v. American Tobacco Co., Inc., Tribal Court of the
Crow Creek Sioux, South Dakota, Case No. CV 97-09-082, was filed in September
1997. Pending approval of a tolling agreement between all parties regarding the
voluntary dismissal of the complaint, any applicable statute of limitations
shall be tolled with respect to any claims the Tribe may hereafter assert
against defendants. The tolling period shall run from September 14, 1997 to 365
days after the date the Tribe's voluntary dismissal is filed in Tribal Court. An
order staying the case for 540 days was entered on February 8, 2000.

The Standing Rock Sioux Tribe v. American Tobacco Co., Inc., Standing Rock
Sioux Tribal Court, North Dakota, was filed in May 1998. On March 1, 1999,
defendants' motion to dismiss was denied. On April 27, 1999, the Court, upon
motion of defendants, entered an order staying proceedings. On August 6, 1999,
the Tribe's petition for review was granted. The parties are currently briefing
the pending appeal.

The Sisseton-Wahpeton Sioux Tribe v. American Tobacco Co., Inc.,
Sisseton-Wahpeton Sioux Tribal Court, North Dakota, was filed in May 1998. On
November 2, 1999, the court granted in part, and denied in part, defendants'
motion to dismiss plaintiffs' first amended complaint. On November 12, 1999,
defendants filed a petition to for intermediate appeal, which the appeal court
granted on December 1, 1999. On January 20, 2000, the appeal court entered an
order staying all proceedings until July 1, 2000.

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<PAGE> 24

Pechanga Band of Luiseno Mission Indians v. Philip Morris, Inc., Superior
Court, San Diego County, California, Case No. 725419, was filed in October 1998.
On January 7, 2000, plaintiffs filed a second amended complaint. On February 7,
2000, RJR Tobacco filed its answer.

Yukon-Kuskokwim Health Corporation v. Philip Morris, Inc., Superior Court,
Bethel, Alaska, Case No. 4BE-99-84 CL, was filed in April 1999. Plaintiffs
voluntarily dismissed this action on August 20, 1999.

Acoma Pueblo v. American Tobacco Co., Inc., District Court, Sante Fe
County, New Mexico, Case No. CIV 91049 WWD, was filed in June 1999. On November
18, 1999, the court entered an order staying this case until July 1, 2000.

The Navajo Nation v. Philip Morris, Inc., District Court, Navajo Nation,
Arizona, Case No. WR-CV:449-99, was filed in August 1999. This case was filed on
August 11, 1999. On October 20, 1999, defendants filed a motion to dismiss
plaintiffs' complaint, to which plaintiffs have filed their opposition.
Defendants reply brief was filed on January 21, 2000. No date has been set for
oral argument on defendants' motion.

INTERNATIONAL
HEALTH CARE COST RECOVERY

Certain foreign countries have filed lawsuits in United States' courts
asserting claims comparable to those asserted in the domestic health care cost
recovery actions. These cases are as follows.

Panama v. American Tobacco Co., Inc., United States District Court for the
Eastern District of Louisiana, Case No. 98-17752 F, was filed in October 1998.
This case was removed by defendants to federal court on November 15, 1998. On
December 4, 1998, plaintiffs filed a motion to remand the case back to state
court, which was granted on May 28, 1999. Defendants appealed this ruling to the
United States Court of Appeals for the Fifth Circuit on June 25, 1999, and
further moved to federal district court, on August 30, 1999, for a stay pending
the appeal. Briefing is underway in the appellate court.

Her Majesty The Queen in Right of British Columbia v. Imperial Tobacco,
Ltd., Supreme Court, British Columbia, Vancouver Registry, Case No. C985776, was
filed in November 1998. On February 21, 2000, the British Columbia Supreme Court
declared the cost recovery act unconstitutional and dismissed the action.

Bolivia v. Philip Morris, Inc., United States District Court for the
Southern District of Texas, Case No. G-99-110, was filed in January 1999. In
March 1999, the United States District Court for the Southern District of Texas
transferred this case to the United States District Court for the District of
Columbia. On February 19, 1999, defendants removed this case United States
District Court for the Southern District of Texas, Galveston Division. On March
18, 1999, plaintiff filed a motion to remand the case back to state court. On
April 12, 1999, defendants filed their motion to dismiss. On June 10, 1999, the
Multidistrict Litigation Panel ("MDL") transferred this case to the District of
Columbia for consolidated proceedings. A conditional transfer order (to the MDL)
was filed on November 26, 1999. On December 10, 1999, federal district court
Judge Hoveler granted defendants' motion for stay and stayed plaintiff's motion
to remand.

Venezuela v. Philip Morris Cos., Inc., United States District Court for
the Southern District of Florida, Miami Division, Case No. 99-01943 CA, was
filed in January 1999. On June 10, 1999, the MDL transferred this case to the
District of Columbia for consolidated proceedings. Even though RJR Tobacco has
never been officially served with process, it filed its answer to the complaint
on January 3, 2000.

Thailand v. The Tobacco Institute, United States District Court for the
Southern District of Texas, Case No. H-99-0320, was filed in January 1999. This
case was voluntarily dismissed on June 16, 1999.

24
<PAGE> 25

Rio de Janeiro v. Philip Morris Cos., Inc., District Court, Angelina
County, Texas, Case No. 32198-99-7, was filed in July 1999. Defendants removed
this case to federal district court on August 11, 1999. Plaintiffs filed a
motion to remand on August 16, 1999. A conditional transfer order to the MDL
Panel was filed on August 30, 1999. Defendants also filed a motion to stay the
proceedings pending transfer of this case to the MDL Panel on August 30. On
September 14, 1999, this case was remanded back to Angelina County District
Court. On September 15, 1999, the conditional transfer order was vacated. On
September 24, 1999, defendants appealed this ruling to the United States Court
of Appeals for the Fifth Circuit.

Goias v. Philip Morris Cos., Inc., United States District Court for the
District of Columbia, Case No. 99-3061-CIV, was filed in October 1999. On
December 22, 1999, this case was transferred to the United States District Court
for the District of Columbia for inclusion in the consolidated pretrial
proceedings (MDL Panel).

Ukraine v. American Brands, Inc., United States District Court for the
District of Columbia, Case No. 1:99CV03080 PLF, was filed in November 1999. On
December 23, 1999, this case was transferred to the United States District Court
for the District of Columbia for inclusion in the consolidated pretrial
proceedings (MDL Panel).

TAXPAYER
HEALTH CARE COST RECOVERY

Coyne v. American Tobacco Co., Inc., United States District Court for the
Northern District of Ohio, Case No. 96-2247, was filed in September 1996. On
October 16, 1996, defendants removed this case to federal district court which
granted defendants motion to dismiss on February 12, 1998. On March 12, 1998,
plaintiffs appealed the trial court's dismissal to the United States Court of
Appeals for the Sixth Circuit. On July 29, 1999, the Sixth Circuit remanded this
case back to state court where it had been originally filed -- Common Pleas
Court of Cuyahoga County, Ohio. On December 10, 1999, plaintiffs filed a motion
for leave to amend the complaint, to which defendants filed their brief in
opposition on January 10, 2000.

Beckom v. American Tobacco Co., Inc., United States District Court for the
Eastern District of Tennessee, Case No. 3:97-CV-0436, was filed in May 1997. On
November 3, 1998, the trial court granted defendants' motion to dismiss. On
November 20, 1998, plaintiffs appealed this ruling to the United States Court of
Appeals for the Sixth Circuit. Briefing has been completed and the Sixth Circuit
heard oral argument on February 3, 2000.

Woods v. American Tobacco Co., Inc., United States District Court for the
Middle District of North Carolina, Case No. 1:98 CV 138, was filed in February
1998. The parties are currently awaiting the court's decision on defendants'
motion to dismiss.

UNIVERSITY
HEALTH CARE COST RECOVERY

University of South Alabama v. American Tobacco Co., Inc., United States
District Court for the District of Alabama, Case No. 97-0552-BH-S, was filed in
May 1997. In March 1999, the Court of Appeals reversed the trial court's
dismissal of this case. On January 13, 2000, a stipulation of dismissal was
filed.

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HOSPITAL
HEALTH CARE COST RECOVERY

Association of Washington Public Hospital Districts v. Philip Morris,
Inc., United States District Court for the Western District of Washington, Case
No. C98-1675, was filed in November 1998. On December 14, 1999, the trial court
granted defendants' motion to dismiss plaintiffs' complaint. On January 15,
2000, plaintiffs appealed this ruling to the United States Court of Appeal for
the Ninth Circuit.

Allegheny General Hospital v. Philip Morris, Inc., United States District
Court for the Western District of Pennsylvania, Case No. 98-18956, was filed in
December 1998. On November 4, 1999, the trial court granted defendants' motion
to dismiss plaintiffs' first amended complaint. On December 3, 1999, plaintiffs
appealed this ruling to the United States Court of Appeals for the Third
Circuit.

FEDERAL
HEALTH CARE COST RECOVERY

United States v. Philip Morris, Inc., United States District Court for the
District of Columbia, Case No. 99-CV-02496 (GK), was filed in September 1999.
The U.S. Department of Justice brought this action against various industry
members, including RJR Tobacco. The government seeks to recover federal funds
expended in providing health care to smokers who have developed diseases and
injuries alleged to be smoking-related, and, in addition, seeks, pursuant to the
federal RICO statute, disgorgement of profits the government contends were
earned as a consequence of a RICO racketeering "enterprise." On December 27,
1999, defendants filed a motion to dismiss challenging all counts included in
the complaint. Briefing on that motion is still underway, with oral argument
currently scheduled for May 15, 2000.

ASBESTOS CONTRIBUTION

Twelve lawsuits, of which 9 remain pending, have been filed against RJR
Tobacco by asbestos companies and/or related asbestos-related trust funds
asserting claims for unjust enrichment, restitution, contribution, indemnity and
unfair contribution. These theories are based on the assertion that the asbestos
entities have "overpaid" claims brought against them to the extent that tobacco
use, not asbestos exposure, was the cause of the alleged personal injuries with
respect to which they have paid compensation. As with the other health care cost
recovery actions, the complaints typically seek to aggregate the alleged damages
associated with tens of thousands of underlying claims, without specifically
identifying a single individual who claims injury by virtue of tobacco use.

Thomas v. R. J. Reynolds Tobacco Co., Circuit Court, Jefferson County,
Mississippi, Case No. 96-0065, was filed in August 1996. The claims of plaintiff
Owens Corning have been severed from those of the individual plaintiffs in this
case. Trial in the Owens Corning portion of the case is scheduled February 1,
2001. The individual plaintiffs' trial has not yet been scheduled, although the
Special Master has recommended the trial to begin in June 2001.

Raymark Industries, Inc. v. R. J. Reynolds Tobacco Co., Circuit Court,
Duval County, Florida, Case No. 97-5254 CA-F, was filed in September 1997. The
case remains effectively stayed following Raymark's March 1998 bankruptcy
filing.

Raymark Industries, Inc. v. American Tobacco Co., Inc., United States
District Court for the Northern District of Georgia, Case No. 1 97-CV-2711, was
filed in September 1997. On August 7, 1998, federal district court Judge Story
entered an order staying this case pending further order of the court. The clerk
was directed to administratively close the case pending completion of the
bankruptcy proceedings. There has been no other activity since the August 7,
1998 order.

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Falise v. American Tobacco Co., Inc., United States District Court for the
Eastern District of New York, Case No. 97 CV 7640, was originally filed in
November 1997. However, on November 2, 1999, the court entered an order
dismissing this case due to jurisdictional grounds. On November 11, 1999,
plaintiffs filed a new complaint in the same court -- Falise v. American Tobacco
Co., Inc., United States District Court for the Eastern District of New York,
Case No. CV 99-7392 -- and amended it on December 17, 1999. Trial in this case
is scheduled for April 17, 2000.

Fibreboard Corp. v. R. J. Reynolds Tobacco Co., Superior Court, Alameda
County, California, Case No. 791919-8, was filed in November 1997. Discovery is
ongoing.

Keene Creditors Trust v. Brown & Williamson Tobacco Corp., Supreme Court,
New York County, New York, Case No. 606479/97, was filed in December 1997.
Defendants' answer or other response to plaintiffs' complaint is due on May 24,
2000.

Conwed Corp. v. R. J. Reynolds Tobacco Co., United States District Court
for the District of Minnesota, Case No. 98-CV-1412, was filed in April 1998. On
April 29, 1999, the trial court granted defendants' motion to dismiss and
dismissed plaintiffs' amended complaint without prejudice.

Raymark Industries, Inc. v. American Tobacco Co., Inc., United States
District Court for the Eastern District of New York, Case No. 98-CV-675, was
filed in May 1998. Trial is scheduled for October 2, 2000.

H.K. Porter Co., Inc. v. American Tobacco Co., Inc., United States
District Court for the Eastern District of New York, Case No. CV 97-7658 (JBW),
was filed in June 1998. Trial is scheduled for September 11, 2000.

The Seibels Bruce Group, Inc. v. R. J. Reynolds Tobacco Co., United States
District Court for the Northern District of California, Case No. C99-0593 MHP,
was filed in December 1998. On September 21, 1999, the court granted defendants'
motion to dismiss.

UNR Asbestos-Disease Claims Trust v. Brown & Williamson Tobacco Corp.,
Supreme Court, New York County, New York, Case No. 105152/99, was filed in March
1999. Defendants' answer or response to plaintiffs' complaint is due on May 25,
2000.

CERTAIN OTHER NON-INDIVIDUAL CASES
PROPOSITION 65

California v. Brown & Williamson Tobacco Corp., Superior Court, San
Francisco County, California, Case No. 996781, was filed in July 1998. Discovery
in this case is ongoing. Trial is scheduled for June 6, 2000.

California v. Philip Morris, Inc., Superior Court, Los Angeles County,
California, Case No. BC 19427, was filed in July 1998. Discovery in this case is
ongoing. Trial is scheduled for June 6, 2000.

CERTAIN OTHER NON-INDIVIDUAL CASES
MSA-RELATED

Wynn v. Philip Morris, Inc., Circuit Court, Jefferson County, Alabama,
Case No. CV-9803295, was filed in May 1998. On September 13, 1999, the court
granted defendants' motion to dismiss.

Hise v. Philip Morris, Inc., United States District Court for the Northern
District of Oklahoma, Case No. 98CV947 C (E), was filed in December 1998. On
April 29, 1999, the trial court granted defendants' motion for summary judgment.
On May 27, 1999, plaintiffs appealed the trial court's dismissal to the United
States Court of Appeals for the Tenth Circuit. Briefing on the appeal is
underway.

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Vaughan v. Gilmore, Circuit Court, Henrico County, Virginia, Case No.
998147, was filed in December 1998. On February 23, 1999, the court dismissed
this case.

Perry v. Walkup, Chancery Court, Davidson County, Tennessee, Case No.
98-3771-II, was filed in December 1998. Plaintiffs' complaint for declaratory
judgment was filed on December 18, 1998. The plaintiffs have appealed denial of
their motion to intervene in the Tennessee attorney general action. On December
14, 1999, the State of Tennessee requested that the Tennessee Supreme Court
assume jurisdiction over the consolidated appeals. On January 10, 2000, the
Tennessee Supreme Court granted the State's motion, and assumed jurisdiction.

Vaughan v. Earley, Circuit Court, Henrico County, Virginia, Case No.
HK-10-1, was filed in January 1999. On February 23, 1999, the court dismissed
this case.

Forces Action Project v. California, United States District Court for the
Northern District of California, Case No. C 99-0607 EDL, was filed in February
1999. On January 5, 2000, the trial court granted defendants' motion to dismiss.

Oliva v. Florida, Circuit Court, Leon County, Florida, Case No. 99-2234,
was filed in April 1999. On November 24, 1999, plaintiffs voluntarily dismissed
certain defendants, including RJR Tobacco.

Harris v. Owens, United States District Court for the District of
Colorado, Case No. 99-S-953, was filed in May 1999. On September 10, 1999, the
parties filed a stipulation and motion for the dismissal of the tobacco
defendants, including RJR Tobacco, from this case.

Table Bluff Reservation v. Philip Morris, Inc., United States District
Court for the Northern District of California, Case No. C 99-02621, was filed in
June 1999. On November 12, 1999, the trial court granted defendants' motion to
dismiss the complaint. On November 18, 1999, plaintiffs appealed the trial
court's dismissal to the United States Court of Appeals for the Ninth Circuit.

Turner W. Branch, P.A. v. Brown & Williamson Tobacco Corp., United States
District Court for the District of New Mexico, Case No. CV-99 08036, was filed
in August 1999. On September 7, 1999, defendants removed this case to federal
court. On October 29, 1999, the court granted defendants' motion to complete
arbitration and for a stay pending the completion of the arbitration.

PTI, Inc., v. Philip Morris, Inc., United States District Court for the
Central District of California, Case No. 99-08235 NM (Ex), was filed in August
1999. On November 1, 1999, certain defendants filed a motion to dismiss which is
scheduled for hearing on March 13, 2000.

Skillings v. Illinois, United States District Court for the Central
District of Illinois, Case No. 99-2087, was filed in August 1999. On November 8,
1999, the court entered an order dismissing certain defendants, including RJR
Tobacco, from this lawsuit.