Stockholders' Equity

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Stockholders' Equity

11. STOCKHOLDERS’ EQUITY

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 three month periods ended March 31, 2014 and 2013, Lazard Group distributed the following amounts to LAZ-MD Holdings and the subsidiaries of Lazard Ltd (none of which related to tax distributions):

	Three Months Ended March 31,
	2014		2013
LAZ-MD Holdings	$	213	$	–
Subsidiaries of Lazard Ltd		35,917		–
	$	36,130	$	–

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.

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 the share repurchase program, 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
Three Months Ended March 31:
2013		831,157	$	36.30
2014		2,392,674	$	44.69

As of March 31, 2014, a total of $14,654 of share repurchase authorization remained available under the Company’s share repurchase program, which will expire on December 31, 2015.

In April 2014, the Board of Directors of Lazard Ltd authorized the repurchase of up to an additional $200,000 in aggregate cost of Class A common stock and Lazard Group common membership interests through December 31, 2015.

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. As of both March 31, 2014 and December 31, 2013, 7,921 shares of Series A preferred stock were outstanding, and no shares of Series B preferred stock were outstanding. At March 31, 2014 and December 31, 2013, 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 (“AOCI”)—The tables below reflect changes in the balances of each component of AOCI during the three month periods ended March 31, 2014 and 2013:

	Currency Translation Adjustments		Employee Benefit Plans			Total AOCI			Amount Attributable to Noncontrolling Interests			Total Lazard Ltd AOCI
Balance, January 1, 2014	$	3,869	$	(137,431	)	$	(133,562	)	$	(558	)	$	(133,004	)
Activity January 1 to March 31, 2014:
Other comprehensive gain (loss) before reclassifications		5,913		(557	)		5,356			17			5,339
Adjustments for items reclassified to earnings, net of tax		–		1,289			1,289			7			1,282
Net other comprehensive income		5,913		732			6,645			24			6,621
Balance, March 31, 2014	$	9,782	$	(136,699	)	$	(126,917	)	$	(534	)	$	(126,383	)

	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 March 31, 2013:
Other comprehensive loss before reclassifications		(12,433	)		–			(3,423	)		(15,856	)		(175	)		(15,681	)
Adjustments for items reclassified to earnings, net of tax		–			264			1,218			1,482			18			1,464
Net other comprehensive income (loss)		(12,433	)		264			(2,205	)		(14,374	)		(157	)		(14,217	)
Balance, March 31, 2013	$	6,972		$	(2,238	)	$	(130,741	)	$	(126,007	)	$	(1,249	)	$	(124,758	)

The table below reflects adjustments for items reclassified out of AOCI, by component, for the three month periods ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014		2013
Amortization of interest rate hedge (a)	$	–	$	264
Amortization relating to employee benefit plans (b)		1,821		1,620
Less – related income taxes		532		402
Net of tax		1,289		1,218
Total reclassifications, net of tax	$	1,289	$	1,482

(a) Included in “interest expense” on the condensed consolidated statements of operations.

(b) Included in the computation of net periodic benefit cost (see Note 13 of Notes to Condensed Consolidated Financial Statements). Such amount is included in “compensation and benefits” expense on the condensed 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 table summarizes 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 March 31:	Common Membership Interests		% Ownership			Common Membership Interests		% Ownership
2013		128,216,423		98.8	%		1,549,667		1.2	%		129,766,090
2014		129,056,081		99.5	%		710,009		0.5	%		129,766,090

The change in Lazard Ltd’s ownership in Lazard Group in the three month periods ended March 31, 2014 and 2013 did not materially impact Lazard Ltd’s stockholders’ equity.

The tables below summarize net income attributable to noncontrolling interests for the three month periods ended March 31, 2014 and 2013 and noncontrolling interests as of March 31, 2014 and December 31, 2013 in the Company’s condensed consolidated financial statements:

	Net Income Attributable to Noncontrolling Interests
	Three Months Ended March 31,
	2014		2013
Edgewater	$	4,120	$	2,366
LAZ-MD Holdings		467		192
Other		–		(269	)
Total	$	4,587	$	2,289

	Noncontrolling Interests As Of
	March 31, 2014		December 31, 2013
Edgewater	$	66,849	$	66,641
LAZ-MD Holdings		2,168		2,566
Other		780		582
Total	$	69,797	$	69,789

Dividend Declared, April 2014—On April 30, 2014, Lazard Ltd announced a quarterly dividend of $0.30 per share on its Class A common stock, payable on May 23, 2014, to stockholders of record on May 12, 2014.