13.

STOCKHOLDERS’ EQUITY

Exchange of Lazard Group Common Membership Interests—During the years ended December 31, 2014 and 2013, Lazard Ltd issued 710,009 and 839,658 shares of Class A common stock, respectively, in connection with the exchanges 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 Note 1 for a discussion of the Final Exchange of LAZ-MD Interests).

Share Repurchase Program—During the years ended December 31, 2015, 2014, and 2013, the Board of Directors of Lazard authorized the repurchase of Class A common stock as set forth in the table below.


Date	Repurchase Authorization		Expiration
October, 2013	$	100,000		December 31, 2015
April, 2014	$	200,000		December 31, 2015
February, 2015	$	150,000		December 31, 2016

The Company expects that the share repurchase program will primarily be used to offset a portion of the shares that have been or will be issued under the Lazard Ltd 2008 Incentive Compensation Plan (the “2008 Plan”) and the Lazard Ltd 2005 Equity Incentive Plan (the “2005 Plan”). Pursuant to the share repurchase program, purchases have been made in the open market or through privately negotiated transactions. The rate at which the Company purchases shares in connection with the share repurchase program may vary from quarter to quarter due to a variety of factors. Purchases with respect to such program are set forth in the table below:


	Number of Shares Purchased		Average Price Per Share
Years Ended December 31:

2013		3,488,101	$	37.98
2014		4,114,206	$	46.83
2015		3,438,789	$	50.24

As a result of the delivery of shares of Class A common stock through December 31, 2015, relating to (i) the settlement of vested restricted stock units (“RSUs”), (ii) the settlement of vested performance-based restricted stock units (“PRSUs”), (iii) the incentive plan awards of shares of restricted Class A common stock, and (iv) the delivery of shares of Class A common stock in connection with business acquisitions, there were 4,253,381 and 7,450,745 shares of Class A common stock held by our subsidiaries at December 31, 2015 and 2014, 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.

During 2015, 2014 and 2013, certain of our executive officers received Class A common stock in connection with the vesting of previously-granted deferred equity incentive awards. The vesting of such equity awards gave rise to a tax payable by the executive officers, and, consistent with our past practice, the Company purchased shares of Class A common stock from the executive officers equal in value to the estimated amount of such tax. The aggregate value of such purchases in 2015, 2014 and 2013 was approximately $17,700, $4,800 and $4,700, respectively. In addition, on May 12, 2014, the Company repurchased shares of Class A common stock from an executive officer under its publicly announced share repurchase program for approximately $2,000.

The shares purchased in the year ended December 31, 2014 included 1,000,000 shares purchased from Natixis S.A. on June 26, 2014 for $50,340 in connection with the sale by Natixis S.A. of its entire investment in the Company’s Class A common stock. The purchase transaction closed on July 1, 2014.

As of December 31, 2015, a total of $106,161 of share repurchase authorization remained available under the Company’s share repurchase program, which will expire on December 31, 2016.

In addition, on January 27, 2016, the Board of Directors of Lazard authorized the repurchase of up to $200,000 of additional shares of Class A common stock, which authorization will expire on December 31, 2017.

During the year ended December 31, 2015, the Company had in place trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, pursuant to which it effected stock repurchases in the open market.

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 December 31, 2015 and 2014, 7,921 shares of Series A preferred stock were outstanding, and no shares of Series B preferred stock were outstanding. At December 31, 2015 and 2014, 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 tables below reflect the balances of each component of AOCI at December 31, 2015, 2014 and 2013 and activity during the years then ended:


	Currency Translation Adjustments			Employee Benefit Plans			Total AOCI			Amount Attributable to Noncontrolling Interests			Total Lazard Ltd AOCI
Balance, January 1, 2015	$	(46,102	)	$	(154,665	)	$	(200,767	)	$	(1	)	$	(200,766	)

Activity January 1 to December 31, 2015:
Other comprehensive income (loss) before reclassifications		(51,182	)		11,283			(39,899	)		–			(39,899	)
Adjustments for items reclassified to earnings, net of tax		–			6,309			6,309			–			6,309

Net other comprehensive income (loss)		(51,182	)		17,592			(33,590	)		–			(33,590	)

Balance, December 31, 2015	$	(97,284	)	$	(137,073	)	$	(234,357	)	$	(1	)	$	(234,356	)


	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 December 31, 2014:
Other comprehensive income (loss) before reclassifications		(49,971	)		(21,983	)		(71,954	)		557			(72,511	)
Adjustments for items reclassified to earnings, net of tax		–			4,749			4,749			–			4,749

Net other comprehensive income (loss)		(49,971	)		(17,234	)		(67,205	)		557			(67,762	)

Balance, December 31, 2014	$	(46,102	)	$	(154,665	)	$	(200,767	)	$	(1	)	$	(200,766	)


	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 income (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 years ended December 31, 2015, 2014 and 2013:


	Year Ended December 31,
	2015		2014		2013
Amortization of interest rate hedge (a)	$	–	$	–	$	2,502

Amortization relating to employee benefit plans (b)		7,816		6,672		6,534
Less – related income taxes		1,507		1,923		1,929

Net of tax		6,309		4,749		4,605

Total reclassifications, net of tax	$	6,309	$	4,749	$	7,107

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

(b)	Included in the computation of net periodic benefit cost (see Note 15). Such amounts are included in “compensation and benefits” expense on the consolidated statements of operations.

Noncontrolling Interests—Noncontrolling interests principally represent interests held in (i) Edgewater’s management vehicles that the Company is deemed to control, but does not own and (ii) Lazard Group by LAZ-MD Holdings until May 2014. Following the Final Exchange of LAZ-MD Interests, Lazard Group became a wholly-owned indirect subsidiary of Lazard Ltd.

The tables below summarize net income (loss) attributable to noncontrolling interests for the years ended December 31, 2015, 2014 and 2013 and noncontrolling interests as of December 31, 2015 and 2014 in the Company’s consolidated financial statements:


	Net Income (Loss) Attributable to Noncontrolling Interests Year Ended December 31,
	2015		2014		2013
Edgewater	$	6,557	$	6,153	$	3,913
LAZ-MD Holdings		–		631		1,198
Other		2		2		(209	)

Total	$	6,559	$	6,786	$	4,902


	Noncontrolling Interests As Of December 31,
	2015		2014
Edgewater	$	53,132	$	62,584
Other		719		729

Total	$	53,851	$	63,313

Dividends Declared, February 1, 2016— On February 1, 2016, the Board of Directors of Lazard declared a special dividend of $1.20 per share, as well as a quarterly dividend of $0.35 per share, on our Class A common stock, payable on February 26, 2016, to stockholders of record on February 11, 2016.