Verint Systems (VRNT) 10-K 2016 FY Annual report

EXHIBIT 12.1

Verint Systems Inc. and Subsidiaries

Ratios of Earnings to Fixed Charges

and

Ratios of Earnings to Combined Fixed Charges and Preference Security Dividends

	Year Ended January 31,
(in thousands, except ratios)	2016			2015			2014			2013			2012
Earnings:
Income before provision (benefit) for income taxes	$	23,180		$	21,403		$	63,315		$	67,764		$	46,157
Add: Fixed charges	40,218			42,151			34,330			35,900			37,423
Subtract: Noncontrolling interest in pre-tax income of subsidiaries	(5,526		)	(6,293		)	(6,081		)	(5,783		)	(4,376		)
	$	57,872		$	57,261		$	91,564		$	97,881		$	79,204
Fixed Charges and Preference Security Dividends:
Interest expense, including amortization of discounts	$	20,586		$	27,529		$	27,119		$	27,544		$	29,237
Amortization of deferred debt-related costs	13,300			9,133			2,662			3,489			3,120
Interest component of rent expense	6,332			5,489			4,549			4,867			5,066
Total Fixed Charges	40,218			42,151			34,330			35,900			37,423
Dividends on convertible preferred stock (pre-tax)	—			—			211			18,883			18,118
Total Fixed Charges and Preference Security Dividends	$	40,218		$	42,151		$	34,541		$	54,783		$	55,541
Ratio of Earnings to Fixed Charges	1.4			1.4			2.7			2.7			2.1
Ratio of Earnings to Fixed Charges and Preference Security Dividends	1.4			1.4			2.7			1.8			1.4

Earnings consists of our consolidated net income before income taxes, plus fixed charges, reduced by the non-controlling interest in the pre-tax income of a consolidated subsidiary that did not incur fixed charges. Fixed charges consist of interest expense (including only interest expense on third party indebtedness and excluding interest expense accrued on uncertain tax positions), amortization of debt discounts and capitalized expenses related to indebtedness as well as a portion of rental expense deemed by us to be representative of the interest factor within rental payments under operating leases. Preference security dividends represent the estimated amount of pre-tax earnings necessary to pay dividends on our previously outstanding Series A Convertible Preferred Stock. Dividends on our Series A Convertible Preferred Stock were cumulative. Our Series A Convertible Preferred Stock was canceled on February 4, 2013, in connection with our merger with CTI. No dividends had been declared or paid on our Series A Convertible Preferred Stock.