Exhibit 12 CONRAIL, INC. COMPUTATIONS OF THE RATIO OF EARNINGS TO FIXED CHARGES ($ In Millions) Quarters Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 ---- ---- ---- ---- Earnings Pre-tax income Add: $ 216 $ 188 $ 304 $ 444 Interest expense 44 49 137 147 Rental expense interest factor 12 12 40 42 Less equity in undistributed earnings of 20%-50% owned companies (5) (4) (13) (14) ------- ------- -------- ------- Earnings available for fixed charges $ 267 $ 245 $ 468 $ 619 ======= ======= ======== ======= Fixed charges Interest expense 44 49 137 147 Rental expense interest factor 12 12 40 42 ------- ------- -------- ------ Fixed charges $ 56 $ 61 $ 177 $ 189 ======= ======= ======== ====== Ratio of earnings to fixed charges 4.77x 4.02x 2.64x 3.28x For purposes of computing the ratio of earnings to fixed charges, earnings represent income before taxes plus fixed charges, less equity in undistributed earnings of 20% to 50% owned companies. Fixed charges represent interest expense together with any interest capitalized and a portion of rent under long-term operating leases representative of an interest factor.