EXHIBIT 12.3
RJR NABISCO HOLDINGS CORP.
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
(Dollars in Millions)
1st Qtr.
1998 1997 1996 1995 1994 1993
-------- ------ ------ ------ ------ ------
Earnings before fixed charges:
Income before income taxes.................. $ 13 $1,016 $1,199 $1,266 $1,375 $111
Less minority interest in pre-tax income
of Nabisco Holdings....................... 18 142 22 105 -- --
----- ----- ----- ----- ----- -----
Adjusted income before taxes................ (5) 874 1,177 1,161 1,375 111
Interest and debt expense................... 221 912 927 899 1,065 1,209
Interest portion of rental expense.......... 15 61 56 54 51 52
----- ----- ----- ----- ----- -----
Earnings before fixed charges................ $ 231 $1,847 $2,160 $2,114 $2,491 $1,372
===== ===== ===== ===== ===== =====
Combined fixed charges and preferred
stock dividends:
Interest and debt expense................... 221 912 927 899 1,065 1,209
Interest portion of rental expense.......... 15 61 56 54 51 52
Capitalized interest........................ 1 6 15 12 11 9
Preferred stock dividends (1)............... 15 153 307 411 594 368
----- ----- ----- ----- ----- -----
Combined fixed chargesand preferred
stock dividends.............................. $ 252 $1,132 $1,305 $1,376 $1,721 $1,638
===== ===== ===== ===== ===== =====
Ratio of earnings to combined fixed
charges and preferred stock
dividends................................ -- 1.632 1.655 1.536 1.447 --
===== ===== ===== ===== ===== =====
Deficiency in the coverage of combined
fixed charges and preferred stock
dividends by earnings before fixed
charges...................................... $ (21) -- -- -- -- $(266)
===== ===== ===== ===== ===== =====
- -------------
(1) Preferred stock dividends have been increased to present their equivalent
pre-tax amounts, as applicable.
Incorporation By Reference of Registration
Statement on Form S-3 (File No.:333-60811)
RJR Nabisco, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on From S-3 in its entirety Registration Statement on
Form S-3 (File Nos.: 333-6811, 333-60811-01, 333-60811-02, 333-60811-03,
333-60811-04, 333-60811-05 and 333-60811-06), as amended, declared effective
at August 31, 1998 by the Securities and Exchange Commission including each
document incorporated or deemed to be incorporated by reference therein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR
Nabisco, Inc. has duly caused this Amendment No. 3 to this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 11th day
of September, 1998.
RJR NABISCO, INC.
By: /s/ H. Colin McBride
---------------------------------------
Senior Vice President,
Associate General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven F. Goldstone Chairman and Chief Executive September 11, 1998
- ----------------------------- Officer (Principal Executive
Steven F. Goldstone Officer)
/s/ David B. Rickard Senior Vice President and Chief September 11, 1998
- ----------------------------- Financial Officer (Principal
David B. Rickard Financial Officer)
/s/ Richard G. Russell Senior Vice President and September 11, 1998
- ----------------------------- Controller (Principal
Richard G. Russell Accounting Officer)
* Director September 11, 1998
- -----------------------------
John T. Chain, Jr.
* Director September 11, 1998
- -----------------------------
Julius L. Chambers
* Director September 11, 1998
- -----------------------------
John L. Clendenin
* Director September 11, 1998
- -----------------------------
Ray J. Groves
* Director September 11, 1998
- -----------------------------
Fred H. Langhammer
* Director September 11, 1998
- -----------------------------
H. Eugene Lockhart
* Director September 11, 1998
- -----------------------------
Theodore E. Martin
* Director September 11, 1998
- -----------------------------
Rozanne L. Ridgway
*By /s/ H. Colin McBride
--------------------------
H. Colin McBride
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR
Nabisco Holdings Corp. has duly caused this Amendment No. 3 to this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 11th day of September, 1998.
RJR NABISCO HOLDINGS CORP.
By: /s/ H. Colin McBride
---------------------------------------
H. Colin McBride
Senior Vice President,
Associate General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven F. Goldstone Chairman and Chief Executive September 11, 1998
- ------------------------------- Officer (Principal Executive
Steven F. Goldstone Officer)
/s/ David B. Rickard Senior Vice President and September 11, 1998
- ------------------------------- Chief Financial Officer
David B. Rickard (Principal Financial Officer)
/s/Richard G. Russell Senior Vice President and September 11, 1998
- ------------------------------- Controller (Principal
Richard G. Russell Accounting Officer)
* Director September 11, 1998
- -------------------------------
John T. Chain, Jr.
* Director September 11, 1998
- -------------------------------
Julius L. Chambers
* Director September 11, 1998
- -------------------------------
John L. Clendenin
* Director September 11, 1998
- -------------------------------
Ray J. Groves
* Director September 11, 1998
- -------------------------------
Fred H. Langhammer
* Director September 11, 1998
- -------------------------------
H. Eugene Lockhart
* Director September 11, 1998
- -------------------------------
Theodore E. Martin
* Director September 11, 1998
- -------------------------------
Rozanne L. Ridgway
*By /s/ H. Colin McBride
------------------------------
H. Colin McBride
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust II certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 3 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 11th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST II
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust III certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 3 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 11th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST III
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust IV certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 3 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 11th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST IV
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust V certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 3 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 11th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST V
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust VI certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 3 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 11th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST VI
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee