Exhibit 12 ---------- CONRAIL INC. ----------- COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES ----------------------------------------------------- ($ In Millions) Quarters Ended Quarters Ended Quarters Ended Quarters Ended Years Ended March 31, June 30, September 30, December 31, December 31, -------------- -------------- -------------- -------------- -------------------- 1995 1994(1) 1995 1994 1995 1994 1995(2) 1994 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Earnings -------- Pre-tax income (loss) $ 91 $(53) $165 $166 $188 $ 174 $(52) $245 $392 $532 $440 Add: Interest expense 48 47 50 48 49 48 47 49 194 192 185 Rental expense interest factor 14 9 16 9 12 7 11 17 53 42 29 Less equity in undistributed earnings of 20-50% owned companies (5) (3) (5) (4) (4) (3) (6) (7) (20) (17) (14) ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Earnings available for fixed charges $148 $ - $226 $219 $245 $226 $ - $304 $619 $749 $640 ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== Fixed Charges ------------- Interest expense 48 47 50 48 49 48 47 49 194 192 185 Rental expense interest factor 14 9 16 9 12 7 11 17 53 42 29 Capitalized interest 1 1 1 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Fixed charges $ 62 $ 56 $ 66 $ 57 $ 61 $ 56 $ 58 $ 66 $247 $235 $215 ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== Ratio of earnings to fixed charges 2.39x - 3.42x 3.84x 4.02x 4.04x - 4.61x 2.51X 3.19x 2.98x ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== <FN> Note: For the purpose of computing the ratio of earnings to fixed charges, earnings represent income before income taxes plus fixed charges, less equity in undistributed earnings of 20% to 50% owned companies. Fixed charges represent interest expense together with interest capitalized and a portion of rent under long-term operating leases representative of an interest factor. (1) During the first quarter of 1994, the Company recorded a charge of $51 million (after tax benefits of $33 million) for a non-union employee voluntary retirement program and related costs. After this one-time charge, earnings were insufficient by $56 million to cover fixed charges for the quarter. (2) In the fourth quarter of 1995, the Company recorded an asset disposition charge of $176 million (after tax benefits of $109 million). After this charge, earnings were insufficient by $58 million to cover fixed charges for the quarter. </FN>