16.	INCOME TAXES

Lazard Ltd, through its subsidiaries, is subject to U.S. federal income taxes on all of its U.S. operating income, as well as on the portion of non-U.S. income attributable to its U.S. subsidiaries. In addition, Lazard Ltd, through its subsidiaries, is subject to state and local taxes on its income apportioned to various state and local jurisdictions. Outside the U.S., Lazard Group operates principally through subsidiary corporations that are subject to local income taxes in foreign jurisdictions. Lazard Group is also subject to UBT attributable to its operations apportioned to New York City.

On December 22, 2017, the Tax Cuts and Jobs Act (“the Tax Act”) was enacted. The Tax Act significantly revises the U.S. corporate income tax system by, among other changes, lowering the corporate income tax rate from 35% to 21%, implementing a partial territorial tax system and imposing a one-time repatriation tax on the deemed repatriated earnings of foreign subsidiaries. The Tax Act also includes several provisions that may limit the benefit of the tax rate reduction, such as restricting the deductibility of interest expense and other corporate business expenses. The Tax Act further includes anti-base erosion provisions such as the base erosion and anti-abuse tax and tax on global intangible low-taxed income.

As a result of the reduction of the U.S. federal corporate tax rate to 21%, the Company was required to remeasure its deferred tax assets and liabilities at the new federal income tax rate of 21% based on the balances that existed on the date of the enactment of the Tax Act. The lower corporate tax rate resulted in a reduction of our net deferred tax assets by approximately $420,000. See also Note 18 for the impact of the Tax Act to the tax receivable agreement obligation.

The Tax Act also requires companies to pay a one-time repatriation tax on previously unremitted earnings of certain non-U.S. corporate subsidiaries. Most of the Company’s operations outside the U.S. are conducted in “pass-through” entities for U.S. income tax purposes, and, as a result, the deemed repatriation transition tax does not apply to these pass-through entities or their earnings. The Company instead provides for U.S. income taxes on a current basis for those earnings. The Company also conducts operations outside the U.S. through foreign corporate subsidiaries, and the Company recorded approximately $1,000 of deferred tax expense related to the one-time repatriation tax on the foreign earnings of those corporate subsidiaries.

In accordance with the guidance provided by Staff Accounting Bulletin No. 118, the Company has recognized the provisional tax impact related to the one-time deemed repatriation tax on certain foreign earnings and the remeasurement of our deferred tax assets. The impact of the Tax Act on the Company may differ from these provisional estimates, due to, among other items, the issuance of additional regulatory guidance, our interpretations of the provisions of the Tax Act, changes to certain estimates and amounts related to the earnings and profits of certain subsidiaries and the filing of our tax returns. We will recognize any changes to the provisional amounts as we refine our estimates and expect to complete our analysis of the provisional items during the second half of 2018.

On January 1, 2017, the Company adopted new accounting guidance on share-based incentive compensation. As a result of the adoption of this new guidance, the Company recognized excess tax benefits of approximately $9,000 from the vesting of share-based incentive compensation in the provision for income taxes in the consolidated statements of operations for the year ended December 31, 2017. The Company also recorded deferred tax assets of $81,544, net of a valuation allowance of $12,090, as of January 1, 2017, for previously unrecognized excess tax benefits (including tax benefits from dividends or dividend equivalents) on share-based incentive compensation, with an offsetting adjustment to retained earnings. See Note 3 for further information on the adoption of this new guidance.

The components of the Company’s provision (benefit) for income taxes for the years ended December 31, 2017, 2016 and 2015, and a reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rates for such years, are shown below.

	Year Ended December 31,
	2017			2016		2015
Current:
Federal	$	349		$	1,766	$	8,177
Foreign		64,119			54,253		78,086
State and local (primarily UBT)		(32	)		4,090		4,970
Total current		64,436			60,109		91,233
Deferred:
Federal		480,085			50,602		(988,900	)
Foreign		12,928			1,354		(3,960	)
State and local		8,150			11,704		(107,925	)
Total deferred		501,163			63,660		(1,100,785	)
Total	$	565,599		$	123,769	$	(1,009,552	)

	Year Ended December 31,
	2017			2016			2015
U.S. federal statutory income tax rate		35.0	%		35.0	%		35.0	%
U.S. tax reform		43.4			-			-
Foreign source income not subject to U.S. income tax		(4.2	)		(9.3	)		419.4
Change in U.S. federal valuation allowance		(3.4	)		(3.6	)		5477.0
Share-based incentive compensation		(4.0	)		-			-
Foreign taxes		(0.2	)		(0.1	)		(361.6	)
State and local taxes		2.4			3.0			522.2
Income of non-controlling interests		(0.3	)		(0.3	)		13.8
Other, net		(0.2	)		(0.8	)		(31.5	)
Effective income tax rate (a)		68.5	%		23.9	%		6074.3	%

(a)

For the year ended December 31, 2015, the effective tax rate on “operating income (loss)” includes (i) the significant effect of the release of substantially all of our valuation allowance on deferred tax assets and the recognition of deferred tax assets associated with the recording of the tax receivable agreement obligation, as described below, and (ii) the negative impact on “operating income (loss)” as a result of the provision pursuant to the tax receivable agreement.

See Note 20 regarding “operating income (loss)” by geographic region.

Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated statements of financial condition. These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred tax assets and liabilities are as follows:

	December 31,
	2017			2016
Deferred Tax Assets:
Basis adjustments (a)	$	339,133		$	692,430
Compensation and benefits		175,456			197,750
Net operating loss and tax credit carryforwards		239,959			285,694
Depreciation and amortization		1,537			850
Other		34,615			53,895
Gross deferred tax assets		790,700			1,230,619
Valuation allowance		(61,456	)		(69,593	)
Deferred tax assets (net of valuation allowance)		729,244			1,161,026
Deferred Tax Liabilities:
Depreciation and amortization		17,257			26,539
Compensation and benefits		23,251			5,447
Goodwill		21,749			27,932
Other		26,134			34,499
Deferred tax liabilities		88,391			94,417
Net deferred tax assets	$	640,853		$	1,066,609

(a)	The basis adjustments recorded as of December 31, 2017 and 2016 are primarily the result of additional basis from acquisitions of interests, including the impact of the tax receivable agreement obligation.

Prior to 2015, the Company had a valuation allowance on substantially all of our deferred tax assets at that time. However, in assessing our valuation allowance as of June 30, 2015, we considered all available information, including the magnitude of recent and current operating results, the relatively long duration of statutory carryforward periods, our historical experience utilizing tax attributes prior to their expiration dates, the historical volatility of operating results of these entities and our assessment regarding the sustainability of their profitability. At that time, we concluded that there was a sufficient history of sustained profitability at these entities that it was more likely than not that these entities would be able to realize deferred tax assets. Accordingly, during the period ended June 30, 2015, we released substantially all of the valuation allowance against the deferred tax assets held by these entities.

As a result, during the year ended December 31, 2015, we recorded a deferred tax benefit of approximately $878,000. In addition, included in basis adjustments, we also recorded (i) a separate deferred tax benefit of approximately $378,000 that reflected the tax deductibility of payments under the tax receivable agreement and (ii) a deferred tax expense of approximately $161,000 relating to the reduction of a deferred tax asset as a result of the partial extinguishment of our tax receivable agreement obligation. See Note 18 for more information regarding our accrual under the tax receivable agreement in the second quarter of 2015 and the partial extinguishment of our tax receivable agreement obligation in the third quarter of 2015.

Certain of our tax-paying entities have individually experienced losses on a cumulative three year basis or have tax attributes that may expire unused. In addition, one of our tax paying entities has recorded a valuation allowance on substantially all of its deferred tax assets due to the combined effect of operating losses in certain subsidiaries of that entity as well as foreign taxes that together substantially offset any U.S. tax liability. Taking into account all available information, we cannot determine that it is more likely than not that deferred tax assets held by these entities will be realized. Consequently, we have recorded valuation allowances on $61,456 and $69,593 of deferred tax assets held by these entities as of December 31, 2017 and 2016, respectively.

Changes in the deferred tax assets valuation allowance for the years ended December 31, 2017, 2016 and 2015 was as follows:

	Year Ended December 31,
	2017			2016			2015
Beginning Balance	$	69,593		$	89,251		$	1,044,152
Credited to provision (benefit) for income taxes		(23,670	)		(15,981	)		(954,487	)
Charged (credited) to other comprehensive income and other (a)		15,533			(3,677	)		(414	)
Ending Balance	$	61,456		$	69,593		$	89,251

(a)

In accordance with the new accounting guidance described above, 2017 includes recognition of previously unrecognized excess tax benefits offset by a valuation allowance of $12,090 recorded to retained earnings. 2016 includes acquisition-related deferred tax assets offset by a valuation allowance in the amount of $2,271.

The Company had net operating loss and tax credit carryforwards for which related deferred tax assets of $239,959 were recorded at December 31, 2017 primarily relating to:

(i)

indefinite-lived carryforwards (subject to various limitations) of approximately $26,000 in Australia, Germany, Hong Kong, Saudi Arabia, Singapore and Spain; and

(ii)

certain carryforwards of approximately $188,000 in the U.S., which begin expiring in 2029.

With few exceptions, the Company is no longer subject to income tax examination by foreign tax authorities and by U.S. federal, state and local tax authorities for years prior to 2012. While we are under examination in various tax jurisdictions with respect to certain open years, the Company does not expect that the result of any final determination related to these examinations will have a material impact on its financial statements. Developments with respect to such examinations are monitored on an ongoing basis and adjustments to tax liabilities are made as appropriate.

A reconciliation of the beginning to the ending amount of gross unrecognized tax benefits (excluding interest and penalties) for the years ended December 31, 2017, 2016 and 2015 is as follows:

	Year Ended December 31,
	2017			2016			2015
Balance, January 1 (excluding interest and penalties of $15,392, $13,083 and $13,004, respectively)	$	78,396		$	77,280		$	68,224
Increases in gross unrecognized tax benefits relating to tax positions taken during:
Prior years		1,598			5,891			-
Current year		19,823			18,438			22,212
Decreases in gross unrecognized tax benefits relating to:
Tax positions taken during prior years		(2,961	)		(5,316	)		(621	)
Settlements with tax authorities		-			(1,706	)		-
Lapse of the applicable statute of limitations		(18,182	)		(16,191	)		(12,535	)
Balance, December 31 (excluding interest and penalties of $15,136, $15,392 and $13,083, respectively)	$	78,674		$	78,396		$	77,280

Additional information with respect to unrecognized tax benefits is as follows:

	Year Ended December 31,
	2017			2016		2015
Unrecognized tax benefits at the end of the year that, if recognized, would favorably affect the effective tax rate (includes interest and penalties of $15,136, $15,392 and $13,083, respectively)	$	78,841		$	81,564	$	74,785
Unrecognized tax benefits that, if recognized, would not affect the effective tax rate	$	14,969		$	12,224	$	15,578
Interest and penalties recognized in current income tax expense (after giving effect to the reversal of interest and penalties of $6,185, $3,143 and $3,865, respectively)	$	(256	)	$	2,309	$	79

The Company anticipates that it is reasonably possible that approximately $20,000 of unrecognized tax benefits, including interest and penalties recorded at December 31, 2017, may be recognized within 12 months as a result of the lapse of the statute of limitations in various tax jurisdictions.