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Stockholders' Equity
12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Stockholders' Equity

13.

STOCKHOLDERS’ EQUITY

Exchange of Lazard Group Common Membership Interests—During the year ended December 31, 2014, Lazard Ltd issued 710,009 shares of Class A common stock 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, 2016, 2015 and 2014, 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

April 2014

 

$

200,000

 

 

 

December 31, 2015

February 2015

 

$

150,000

 

 

 

December 31, 2016

January 2016

 

$

200,000

 

 

 

December 31, 2017

April 2016

 

$

113,182

 

 

 

December 31, 2017

November 2016

 

$

236,000

 

 

 

December 31, 2018

 

 

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”). 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:

 

Years Ended December 31:

 

Number of

Shares

Purchased

 

 

Average

Price Per

Share

 

2014

 

 

4,114,206

 

 

$

46.83

 

2015

 

 

3,438,789

 

 

$

50.24

 

2016

 

 

8,551,271

 

 

$

35.11

 

 

There were 7,628,786 and 4,253,381 shares of Class A common stock held by our subsidiaries at December 31, 2016 and 2015, 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 2016, 2015 and 2014, 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. In addition, during the years ended December 31, 2016 and 2014, the Company purchased shares of Class A common stock from an executive officer. The aggregate value of such purchases in 2016, 2015 and 2014 was approximately $4,900, $17,700 and $6,800, respectively.

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, 2016, a total of $355,125 of share repurchase authorization remained available under the Company’s share repurchase program, $119,125 of which will expire on December 31, 2017 and $236,000 of which will expire on December 31, 2018.

During the year ended December 31, 2016, 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 were each non-participating securities convertible into Class A common stock, and had no voting or dividend rights. As of December 31, 2016, no shares of Series A or Series B preferred stock were outstanding. As of December 31, 2015, 7,921 shares of Series A preferred stock were outstanding, and no shares of Series B preferred stock were outstanding. At December 31, 2015, 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, 2016, 2015 and 2014 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, 2016

 

$

(97,284

)

 

$

(137,073

)

 

$

(234,357

)

 

$

(1

)

 

$

(234,356

)

Activity January 1 to December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before

   reclassifications

 

 

(57,920

)

 

 

(24,473

)

 

 

(82,393

)

 

 

(1

)

 

 

(82,392

)

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

2,526

 

 

 

2,526

 

 

 

-

 

 

 

2,526

 

Net other comprehensive loss

 

 

(57,920

)

 

 

(21,947

)

 

 

(79,867

)

 

 

(1

)

 

 

(79,866

)

Balance, December 31, 2016

 

$

(155,204

)

 

$

(159,020

)

 

$

(314,224

)

 

$

(2

)

 

$

(314,222

)

 

 

 

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 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

)

The table below reflects adjustments for items reclassified out of AOCI, by component, for the years ended December 31, 2016, 2015 and 2014:

 

 

 

Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

Amortization relating to employee benefit plans (a)

 

$

4,283

 

 

$

7,816

 

 

$

6,672

 

Less - related income taxes

 

 

1,757

 

 

 

1,507

 

 

 

1,923

 

Total reclassifications, net of tax

 

$

2,526

 

 

$

6,309

 

 

$

4,749

 

 

 

(a)

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 attributable to noncontrolling interests for the years ended December 31, 2016, 2015 and 2014 and noncontrolling interests as of December 31, 2016 and 2015 in the Company’s consolidated financial statements:

 

 

 

Net Income

Attributable to Noncontrolling Interests

Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

Edgewater

 

$

5,992

 

 

$

6,557

 

 

$

6,153

 

LAZ-MD Holdings

 

 

-

 

 

 

-

 

 

 

631

 

Other

 

 

2

 

 

 

2

 

 

 

2

 

Total

 

$

5,994

 

 

$

6,559

 

 

$

6,786

 

 

 

 

Noncontrolling Interests

as of December 31,

 

 

 

2016

 

 

2015

 

Edgewater

 

$

57,238

 

 

$

53,132

 

Other

 

 

588

 

 

 

719

 

Total

 

$

57,826

 

 

$

53,851

 

 

Dividends Declared, February 1, 2017— On February 1, 2017, the Board of Directors of Lazard declared a  quarterly dividend of $0.38 per share, and a special dividend of $1.20 per share, on our Class A common stock.  The quarterly dividend and the special dividend are payable on February 24, 2017, to stockholders of record on February 13, 2017.