COPT Defense Properties (CDP) 8-K Agreement of Purchase and Sale

EXHIBIT 12

CORPORATE OFFICE PROPERTIES TRUST

Ratio of earnings to combined fixed charges and preferred share dividends

(Dollars in thousands)

	Six months ended		Years ended December 31,
	June 30, 2003		2002		2001		2000		1999		1998
Income before minority interest, income taxes, discontinued operations, extraordinary item and cumulative effect of accounting change	15,375		29,454		27,485		22,229		20,616		8,896
Loss on early retirement of debt	—		(312	)	(213	)	(153	)	(903	)	—
Equity in loss (income) in unconsolidated entities	186		402		84		310		(198	)	(139	)
Distributed income of equity investees	—		295		104		—		—		—
Fixed charges (from below)	40,317		57,860		49,740		42,119		30,735		16,465
Capitalized interest (from below)	(1,306	)	(3,091	)	(5,295	)	(3,889	)	(1,510	)	(77	)
Preferred share dividends included in fixed charges	(5,067	)	(10,134	)	(6,857	)	(3,802	)	(2,854	)	(327	)
Preferred unit distributions included in fixed charges	(1,049	)	(2,287	)	(2,287	)	(2,240	)	(2,620	)	(3,412	)
Repurchase of preferred units in excess of recorded book value	(11,224	)	—		—		—		—		—
Total earnings	37,232		72,187		62,761		54,574		43,266		21,406
Fixed charges and preferred dividends:
Interest expense on continuing operations	20,172		39,067		32,289		29,786		21,190		11,994
Interest expense on discontinued operations	100		291		484		668		618		213
Capitalized interest	1,306		3,091		5,295		3,889		1,510		77
Amortization of debt issuance costs-expensed	1,184		2,189		1,818		1,382		975		423
Amortization of debt issuance costs-capitalized	—		59		119		199		35		—
Preferred share dividends	5,067		10,134		6,857		3,802		2,854		327
Preferred unit distributions	1,049		2,287		2,287		2,240		2,620		3,412
Interest included in rental expense	215		430		378		—		30		19
Loss on early retirement of debt	—		312		213		153		903		—
Repurchase of preferred units in excess of recorded book value	11,224		—		—		—		—		—
Total fixed charges and preferred dividends	40,317		57,860		49,740		42,119		30,735		16,465
Ratio of earnings to combined fixed charges and preferred dividends	N/A (1	)	1.25		1.26		1.30		1.41		1.30

(1)           During the six months ended June 30, 2003, the Company's fixed charges and preferred share dividends included a nonrecurring deemed distribution of $11,224 in connection with its repurchase of Series C Preferred Units in the Operating Partnership at an amount in excess of the recorded book value of the units. As a result, earnings were inadequate to cover fixed charges and preferred share dividends by approximately $3,085 in the six months ended June 30, 2003.