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Income Taxes
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

19.

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 Unincorporated Business Tax (“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 revised 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 included several provisions that limited the benefit of the tax rate reduction, such as restricting the deductibility of interest expense and other corporate business expenses. The Tax Act further included 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 in the year ended December 31, 2017. See also Note 21 for the impact of the Tax Act on the tax receivable agreement obligation.

The Tax Act also required 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 did 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 a provisional amount of deferred tax expense in the year ended December 31, 2017 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 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 in the year ended December 31, 2017. In 2018, we finalized our analysis of the provisional items, including the one-time repatriation tax, and adjustments to previously recorded provisional amounts related to the Tax Act were not material to the Company’s consolidated financial statements.

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 $11,000, $33,000, and $9,000 from the vesting of share-based incentive compensation in the provision for income taxes in the consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017, respectively. 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.

The components of the Company’s provision for income taxes for the years ended December 31, 2019, 2018 and 2017, 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,

 

 

 

2019

 

 

2018

 

 

2017

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

3,756

 

 

$

2,507

 

 

$

349

 

Foreign

 

 

62,885

 

 

 

95,279

 

 

 

64,119

 

State and local

 

 

3,469

 

 

 

5,145

 

 

 

(32

)

Total current

 

 

70,110

 

 

 

102,931

 

 

 

64,436

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

15,139

 

 

 

49,604

 

 

 

480,085

 

Foreign

 

 

2,091

 

 

 

(12,632

)

 

 

12,928

 

State and local

 

 

7,642

 

 

 

8,414

 

 

 

8,150

 

Total deferred

 

 

24,872

 

 

 

45,386

 

 

 

501,163

 

Total

 

$

94,982

 

 

$

148,317

 

 

$

565,599

 

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

U.S. federal statutory income tax rate

 

 

21.0

%

 

 

21.0

%

 

 

35.0

%

U.S. tax reform

 

 

3.0

 

 

 

1.0

 

 

 

43.4

 

Foreign source income not subject to U.S.

   income tax

 

 

(5.3

)

 

 

(2.2

)

 

 

(4.2

)

Change in U.S. federal valuation allowance

 

 

0.6

 

 

 

2.1

 

 

 

(3.4

)

Share-based incentive compensation

 

 

(2.9

)

 

 

(5.0

)

 

 

(4.0

)

Foreign taxes

 

 

5.8

 

 

 

5.4

 

 

 

1.9

 

Foreign tax credits

 

 

(2.6

)

 

 

(4.3

)

 

 

(2.0

)

State and local taxes

 

 

2.4

 

 

 

1.7

 

 

 

2.5

 

Income of non-controlling interests

 

 

(0.5

)

 

 

(0.1

)

 

 

(0.3

)

Uncertain tax positions

 

 

1.8

 

 

 

0.2

 

 

 

(0.4

)

Other

 

 

0.9

 

 

 

2.0

 

 

 

-

 

Effective income tax rate

 

 

24.2

%

 

 

21.8

%

 

 

68.5

%

 

See Note 23 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,

 

 

 

2019

 

 

2018

 

Deferred Tax Assets:

 

 

 

 

 

 

 

 

Basis adjustments (a)

 

$

233,371

 

 

$

288,764

 

Compensation and benefits

 

 

167,631

 

 

 

159,799

 

Net operating loss and tax credit carryforwards

 

 

272,456

 

 

 

249,509

 

Depreciation and amortization

 

 

1,815

 

 

 

1,764

 

Other

 

 

62,159

 

 

 

35,801

 

Gross deferred tax assets

 

 

737,432

 

 

 

735,637

 

Valuation allowance

 

 

(76,486

)

 

 

(73,114

)

Deferred tax assets (net of valuation allowance)

 

 

660,946

 

 

 

662,523

 

Deferred Tax Liabilities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

12,019

 

 

 

14,550

 

Compensation and benefits

 

 

7,058

 

 

 

9,816

 

Goodwill

 

 

29,876

 

 

 

26,124

 

Other

 

 

28,754

 

 

 

19,828

 

Deferred tax liabilities

 

 

77,707

 

 

 

70,318

 

Net deferred tax assets

 

$

583,239

 

 

$

592,205

 

 

(a)

The basis adjustments recorded as of December 31, 2019 and 2018 are primarily the result of additional basis from acquisitions of interests, including the impact of the tax receivable agreement obligation.

The historical profitability of each tax paying entity is an important factor in determining whether to record a valuation allowance and when to release any such allowance. 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 $76,486 and $73,114 of deferred tax assets held by these entities as of December 31, 2019 and 2018, respectively.

Changes in the deferred tax assets valuation allowance for the years ended December 31, 2019, 2018 and 2017 was as follows:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Beginning Balance

 

$

73,114

 

 

$

61,456

 

 

$

69,593

 

Charged (credited) to provision for income taxes

 

 

3,515

 

 

 

14,156

 

 

 

(23,670

)

Charged (credited) to other comprehensive income and

   other (a)

 

 

(143

)

 

 

(2,498

)

 

 

15,533

 

Ending Balance

 

$

76,486

 

 

$

73,114

 

 

$

61,456

 

 

(a)

In accordance with the 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.

The Company had net operating loss and tax credit carryforwards for which related deferred tax assets of $272,456 were recorded at December 31, 2019 primarily relating to:

 

(i)

indefinite-lived carryforwards (subject to various limitations) of approximately $40,000 in Australia, Germany, Hong Kong, Singapore and the U.S.; and

 

(ii)

certain carryforwards of approximately $177,000 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 2014. 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, 2019, 2018 and 2017 is as follows:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Balance, January 1 (excluding interest and penalties

   of $15,901, $15,136 and $15,392, respectively)

 

$

77,889

 

 

$

78,674

 

 

$

78,396

 

Increases in gross unrecognized tax benefits relating

   to tax positions taken during:

 

 

 

 

 

 

 

 

 

 

 

 

Prior years

 

 

11,764

 

 

 

653

 

 

 

1,598

 

Current year

 

 

22,383

 

 

 

17,961

 

 

 

19,823

 

Decreases in gross unrecognized tax benefits

   relating to:

 

 

 

 

 

 

 

 

 

 

 

 

Tax positions taken during prior years

 

 

(19

)

 

 

(699

)

 

 

(2,961

)

Settlements with tax authorities

 

 

(7,251

)

 

 

(1,218

)

 

 

-

 

Lapse of the applicable statute of limitations

 

 

(17,880

)

 

 

(17,482

)

 

 

(18,182

)

Balance, December 31 (excluding interest and

   penalties of $18,376, $15,901 and $15,136,

   respectively)

 

$

86,886

 

 

$

77,889

 

 

$

78,674

 

 

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

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Unrecognized tax benefits at the end of the year that,

   if recognized, would favorably affect the effective

   tax rate (includes interest and penalties of $18,376,

   $15,901 and $15,136, respectively)

 

$

85,603

 

 

$

78,693

 

 

$

78,841

 

Unrecognized tax benefits that, if recognized, would not

   affect the effective tax rate

 

$

19,659

 

 

$

15,097

 

 

$

14,969

 

Interest and penalties recognized in current income

   tax expense (after giving effect to the reversal of

   interest and penalties of $3,455, $4,889 and

   $6,185, respectively)

 

$

2,475

 

 

$

765

 

 

$

(256

)

 

The Company anticipates that it is reasonably possible that approximately $13,100 of unrecognized tax benefits, including interest and penalties recorded at December 31, 2019, may be recognized within 12 months as a result of the lapse of the statute of limitations in various tax jurisdictions.