Exhibit 12.1
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges(a) for Lazard Group and its subsidiaries on a consolidated basis (i) on a historical basis for the five fiscal years in the period ended December 31, 2012 and the nine months ended September 30, 2013 and (ii) on a pro forma basis for the fiscal year ended December 31, 2012 and for the nine months ended September 30, 2013 after giving effect to the offering and the application of the estimated net proceeds thereof as described under “Use of Proceeds” in the final prospectus supplement relating to the offering filed with the Securities and Exchange Commission on November 8, 2013, as if they had occurred on January 1, 2012.
| Nine Months Ended September 30, | Year Ended December 31, | |||||||||||||||||||||||||||||||
| 2013 | 2013 | 2012 | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||||||
| Pro forma | Pro forma | |||||||||||||||||||||||||||||||
Operating income (loss) | $ | 157,090 | $ | 144,230 | $ | 138,740 | $ | 121,593 | $ | 241,791 | $ | 246,809 | $ | (181,988 | ) | $ | 42,029 | |||||||||||||||
Add—Fixed charges | 72,119 | 84,979 | 99,108 | 116,255 | 114,998 | 121,656 | 132,785 | 161,665 | ||||||||||||||||||||||||
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Operating income (loss) before fixed charges | $ | 229,209 | $ | 229,209 | $ | 237,848 | $ | 237,848 | $ | 356,789 | $ | 368,465 | $ | (49,203 | ) | $ | 203,694 | |||||||||||||||
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Fixed Charges: | ||||||||||||||||||||||||||||||||
Interest (b) | $ | 53,625 | $ | 66,485 | $ | 74,212 | $ | 91,359 | $ | 94,211 | $ | 102,249 | $ | 113,280 | $ | 141,413 | ||||||||||||||||
Other (c) | 18,494 | 18,494 | 24,896 | 24,896 | 20,787 | 19,407 | 19,505 | 20,252 | ||||||||||||||||||||||||
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Total fixed charges | $ | 72,119 | $ | 84,979 | $ | 99,108 | $ | 116,255 | $ | 114,998 | $ | 121,656 | $ | 132,785 | $ | 161,665 | ||||||||||||||||
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Ratio of earnings to fixed charges | 3.18 | (i) | 2.70 | (d) | 2.40 | (j) | 2.05 | (e) | 3.10 | 3.03 | (f) | — | (g) | 1.26 | (h) | |||||||||||||||||
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Deficiency in the coverage of operating income (loss) before fixed charges to total fixed charges | $ | 181,988 | ||||||||||||||||||||||||||||||
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Notes (dollars in thousands):
| (a) | For purposes of computing the ratio of earnings to fixed charges: |
| • | earnings for the periods presented represent income before income taxes and fixed charges, and |
| • | fixed charges represent the interest expense and the portion of rental expense which represents an appropriate interest factor. |
| (b) | Lazard Group’s policy is to include interest expense on unrecognized tax benefits in income tax expense. Accordingly, such interest expense is not included in the computations of the ratio of earnings to fixed charges. |
| (c) | Other fixed charges consist of the interest factor in rentals. |
| (d) | Operating income for the nine months ended September 30, 2013 is presented after giving effect to a charge of $64,703 associated with the cost saving initiatives announced by Lazard Group in October 2012. Excluding the impact of such charge, the ratio of earnings to fixed charges would have been 3.46. |
| (e) | Operating income for the year ended December 31, 2012 is presented after giving effect to (i) a charge in the first quarter of $24,659 relating to severance costs and benefit payments associated with staff reductions, including the acceleration of unrecognized amortization expense of deferred incentive compensation previously granted to individuals being terminated, and (ii) a charge in the fourth quarter of $102,576 associated with the cost saving initiatives announced by Lazard Group in October 2012. Excluding the impact of such items, the ratio of earnings to fixed charges would have been 3.14. |
| (f) | Operating income for the year ended December 31, 2010 is presented after giving effect to (i) a restructuring charge of $87,108 and (ii) a charge of $24,860 relating to the amendment of Lazard Group’s retirement policy with respect to restricted stock unit (“RSU”) awards. Excluding the impact of such items, the ratio of earnings to fixed charges would have been 3.95. |
| (g) | Operating loss for the year ended December 31, 2009 is presented after giving effect to (i) a restructuring charge of $62,550, (ii) the acceleration of amortization expense of $86,514 relating to the vesting of RSUs held by Lazard Group’s former Chairman and Chief Executive Officer as the result of his death in October 2009 and (iii) the acceleration of amortization expense of $60,512 relating to the accelerated vesting of the unamortized portion of previously awarded deferred cash incentive awards. Excluding the impact of such items, the ratio of earnings to fixed charges would have been 1.21. |
| (h) | Operating income for the year ended December 31, 2008 is presented after giving effect to a charge of $199,550 relating to the merger of LAZ Sub I, LLC with and into Lazard Asset Management LLC, completed on September 25, 2008. Excluding the impact of such charge, the ratio of earnings to fixed charges would have been 2.49. |
| (i) | Pro forma operating income for the nine months ended September 30, 2013 is presented after giving effect to a charge of $64,703 associated with the cost saving initiatives announced by Lazard Group in October 2012. Excluding the impact of such charge, the pro forma ratio of earnings to fixed charges would have been 4.08. |
| (j) | Pro forma operating income for the year ended December 31, 2012 is presented after giving effect to (i) a charge in the first quarter of $24,659 relating to severance costs and benefit payments associated with staff reductions, including the acceleration of unrecognized amortization expense of deferred incentive compensation previously granted to individuals being terminated, and (ii) a charge in the fourth quarter of $102,576 associated with the cost saving initiatives announced by Lazard Group in October 2012. Excluding the impact of such items, the pro forma ratio of earnings to fixed charges would have been 3.68. |