Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Stockholders' Equity

13. STOCKHOLDERS’ EQUITY

Issuance of Class A Common Shares—During the year ended December 31, 2011, the Company issued an aggregate of 2,434,561 shares of Class A common stock and delivered 3,515,362 shares from Class A common stock held by its subsidiaries in connection with the LAM Merger (as described in Note 12 of Notes to Consolidated Financial Statements) and certain prior year business acquisitions.

Lazard Group Distributions—As previously described, Lazard Group’s common membership interests are held by subsidiaries of Lazard Ltd and by LAZ-MD Holdings. Pursuant to provisions of the Operating Agreement, Lazard Group distributions in respect of its common membership interests are allocated to the holders of such interests on a pro rata basis. Such distributions represent amounts necessary to fund (i) any dividends Lazard Ltd may declare on its Class A common stock and (ii) tax distributions in respect of income taxes that Lazard Ltd’s subsidiaries and the members of LAZ-MD Holdings incur as a result of holding Lazard Group common membership interests.

During the years ended December 31, 2013, 2012 and 2011, Lazard Group distributed the following amounts to LAZ-MD Holdings and the subsidiaries of Lazard Ltd:

	Year Ended December 31,
	2013		2012		2011
Tax distributions:
LAZ-MD Holdings	$	80	$	–	$	699
Subsidiaries of Lazard Ltd		2,896		–		16,800
	$	2,976	$	–	$	17,499
Other distributions:
LAZ-MD Holdings	$	920	$	5,170	$	4,383
Subsidiaries of Lazard Ltd		121,620		135,108		70,572
	$	122,540	$	140,278	$	74,955

Pursuant to Lazard Group’s Operating Agreement, Lazard Group allocates and distributes to its members a substantial portion of its distributable profits in installments, as soon as practicable after the end of each fiscal year. Such installment distributions usually begin in February.

Exchange of Lazard Group Common Membership Interests—During the years ended December 31, 2013, 2012 and 2011, Lazard Ltd issued 839,658, 5,207,112 and 876,814 shares of Class A common stock, respectively, in connection with the exchange of a like number of Lazard Group common membership interests (received from members of LAZ-MD Holdings in exchange for a like number of LAZ-MD Holdings exchangeable interests).

See “Noncontrolling Interests” below for additional information regarding Lazard Ltd’s and LAZ-MD Holdings’ ownership interests in Lazard Group.

Share Repurchase Program—During the years ended December 31, 2013, 2012 and 2011, the Board of Directors of Lazard Ltd authorized the repurchase of Class A common stock and Lazard Group common membership interests as set forth in the table below.

Date	Share Repurchase Authorization		Expiration
February, 2011	$	250,000		December 31, 2012
October, 2011	$	125,000		December 31, 2013
April, 2012	$	125,000		December 31, 2013
October, 2012	$	200,000		December 31, 2014
October, 2013	$	100,000		December 31, 2015

The Company expects that the share repurchase program, with respect to the Class A common stock, will primarily be used to offset a portion of the shares that have been or will be issued under the Lazard Ltd 2005 Equity Incentive Plan (the “2005 Plan”) and the Lazard Ltd 2008 Incentive Compensation Plan (the “2008 Plan”). Pursuant to such authorizations, purchases have been made in the open market or through privately negotiated transactions. Purchases with respect to such program are set forth in the table below:

	Number  of Shares/Common Membership Interests Purchased		Average Price  Per Share/Common Membership Interest
Years Ending December 31:
2011		6,135,189	$	33.39
2012		12,817,196	$	27.66
2013		3,488,101	$	37.98

As a result of the delivery of shares of Class A common stock through December 31, 2013 relating to (i) the settlement of vested restricted stock units (“RSUs”) and deferred stock units (“DSUs”), (ii) the incentive plan share awards of shares of restricted Class A common stock, (iii) the delivery of shares of restricted Class A common stock in exchange for RSUs and (iv) the delivery of shares of Class A common stock in connection with business acquisitions and the LAM Merger, there were 8,317,065 and 12,802,938 shares of Class A common stock held by our subsidiaries at December 31, 2013 and 2012, respectively. Such shares of Class A common stock are reported, at cost, as “Class A common stock held by subsidiaries” on the accompanying consolidated statements of financial condition.

As of December 31, 2013, a total of $121,589 of share repurchase capacity remained available under the Company’s share repurchase authorizations, of which $21,589 and $100,000 will expire on December 31, 2014 and 2015, respectively.

Preferred Stock—Lazard Ltd has 15,000,000 authorized shares of preferred stock, par value $0.01 per share, inclusive of its Series A and Series B preferred stock. Series A and Series B preferred shares were issued in connection with certain prior year business acquisitions and are each non-participating securities convertible into Class A common stock, and have no voting or dividend rights. During the year ended December 31, 2011, 14,100 shares of Series A preferred stock was converted into shares of Class A common stock, resulting in the issuance of 2,434,561 shares of Class A common stock. As of both December 31, 2013 and 2012, 7,921 shares of Series A preferred stock were outstanding, and no shares of Series B preferred stock were outstanding. At December 31, 2013 and 2012, no shares of Series A preferred stock were convertible into shares of Class A common stock on a contingent or a non-contingent basis.

Accumulated Other Comprehensive Income (Loss), Net of Tax—The table below reflects the components of AOCI at December 31, 2013 and activity during the year then ended:

	Currency Translation Adjustments			Interest Rate Hedge			Employee Benefit Plans			Total AOCI			Amount Attributable to Noncontrolling Interests			Total Lazard Ltd AOCI
Balance, January 1, 2013	$	19,405		$	(2,502	)	$	(128,536	)	$	(111,633	)	$	(1,092	)	$	(110,541	)
Activity January 1 to December 31, 2013:
Other comprehensive gain (loss) before reclassifications		(15,536	)		–			(13,500	)		(29,036	)		495			(29,531	)
Adjustments for items reclassified to earnings, net of tax		–			2,502			4,605			7,107			39			7,068
Net other comprehensive income (loss)		(15,536	)		2,502			(8,895	)		(21,929	)		534			(22,463	)
Balance, December 31, 2013	$	3,869		$	–		$	(137,431	)	$	(133,562	)	$	(558	)	$	(133,004	)

The table below reflects adjustments for items reclassified out of AOCI, by component, for the year ended December 31, 2013:

Amortization of interest rate hedge	$	2,502	(a)
Amortization relating to employee benefit plans		6,534	(b)
Less – related income taxes		1,929
Net of tax		4,605
Total reclassifications, net of tax	$	7,107

(a) Included in “interest expense” and “operating expenses—other” in the amounts of $939 and $1,563, respectively, on the consolidated statements of operations.

(b) Included in the computation of net periodic benefit cost (see Note 15 of Notes to Consolidated Financial Statements). Such amount is included in “compensation and benefits” expense on the consolidated statement of operations.

Noncontrolling Interests—Noncontrolling interests principally represent interests held in (i) Lazard Group by LAZ-MD Holdings and (ii) Edgewater’s management vehicles that the Company is deemed to control, but does not own.

The following tables summarize the ownership interests in Lazard Group held by Lazard Ltd and LAZ-MD Holdings:

	Lazard Ltd					LAZ-MD Holdings					Total Lazard Group Common Membership Interests
As of December 31:	Common Membership Interests		% Ownership			Common Membership Interests		% Ownership
2011		123,009,311		94.8	%		6,756,779		5.2	%		129,766,090
2012		128,216,423		98.8	%		1,549,667		1.2	%		129,766,090
2013		129,056,081		99.5	%		710,009		0.5	%		129,766,090

The change in Lazard Ltd’s ownership in Lazard Group in the years ended December 31, 2013, 2012 and 2011 did not materially impact Lazard Ltd’s stockholders’ equity.

The tables below summarize net income (loss) attributable to noncontrolling interests for the years ended December 31, 2013, 2012 and 2011 and noncontrolling interests as of December 31, 2013 and 2012 in the Company’s consolidated financial statements:

	Net Income (Loss) Attributable to Noncontrolling Interests Year Ended December 31,
	2013			2012			2011
Edgewater	$	3,913		$	3,491		$	4,130
LAZ-MD Holdings		1,198			5,114			11,964
Other		(209	)		(129	)		(452	)
Total	$	4,902		$	8,476		$	15,642

	Noncontrolling Interests As Of December 31,
	2013		2012
Edgewater	$	66,641	$	75,262
LAZ-MD Holdings		2,566		5,405
Other		582		1,217
Total	$	69,789	$	81,884

Dividends Declared, December 2013 and January 29, 2014—On December 10, 2013, the Board of Directors of Lazard Ltd (i) declared a special dividend of $0.25 per share on its Class A common stock payable on December 27, 2013 to stockholders of record on December 20, 2013 and (ii) on January 29, 2014, the Board of Directors of Lazard Ltd declared a quarterly dividend of $0.30 per share on its Class A common stock, payable on February 21, 2014, to stockholders of record on February 10, 2014.