|
16. |
INCOME TAXES |
Although a portion of Lazard Group’s income is subject to U.S. federal income taxes, Lazard Group primarily operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal income tax purposes. As a result, Lazard Group’s income from its U.S. operations is generally not subject to U.S. federal income taxes because such income is attributable to its partners. Lazard Group, 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 impact of this remeasurement was immaterial to the Company.
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 the relevant portion of those earnings. The Company also conducts operations outside the U.S. through foreign corporate subsidiaries. The impact of the one-time repatriation tax was immaterial to the Company.
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 $2,000 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 $4,945, 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 |
|
$ |
774 |
|
|
$ |
(2,066 |
) |
|
$ |
3,917 |
|
|
Foreign |
|
|
62,666 |
|
|
|
52,644 |
|
|
|
75,718 |
|
|
State and local (primarily UBT) |
|
|
2,038 |
|
|
|
4,320 |
|
|
|
4,811 |
|
|
Total current |
|
|
65,478 |
|
|
|
54,898 |
|
|
|
84,446 |
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
1,045 |
|
|
|
(2,902 |
) |
|
|
(124 |
) |
|
Foreign |
|
|
12,961 |
|
|
|
1,407 |
|
|
|
(3,960 |
) |
|
State and local |
|
|
2,379 |
|
|
|
(3,730 |
) |
|
|
1,186 |
|
|
Total deferred |
|
|
16,385 |
|
|
|
(5,225 |
) |
|
|
(2,898 |
) |
|
Total |
|
$ |
81,863 |
|
|
$ |
49,673 |
|
|
$ |
81,548 |
|
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|||
|
U.S. federal statutory income tax rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
Rate benefit for U.S. Partnership operations |
|
|
(35.0 |
) |
|
|
(35.0 |
) |
|
|
(35.0 |
) |
|
Foreign taxes |
|
|
11.9 |
|
|
|
10.4 |
|
|
|
13.5 |
|
|
State and local taxes |
|
|
0.7 |
|
|
|
0.1 |
|
|
|
1.1 |
|
|
Other, net |
|
|
0.3 |
|
|
|
(1.0 |
) |
|
|
0.8 |
|
|
Effective income tax rate |
|
|
12.9 |
% |
|
|
9.5 |
% |
|
|
15.4 |
% |
See Note 19 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) |
|
$ |
8,184 |
|
|
$ |
18,755 |
|
|
Compensation and benefits |
|
|
74,531 |
|
|
|
78,524 |
|
|
Net operating loss and tax credit carryforwards |
|
|
40,685 |
|
|
|
31,870 |
|
|
Depreciation and amortization |
|
|
1,525 |
|
|
|
848 |
|
|
Other |
|
|
8,060 |
|
|
|
8,093 |
|
|
Gross deferred tax assets |
|
|
132,985 |
|
|
|
138,090 |
|
|
Valuation allowance |
|
|
(54,487 |
) |
|
|
(55,194 |
) |
|
Deferred tax assets (net of valuation allowance) |
|
|
78,498 |
|
|
|
82,896 |
|
|
Deferred Tax Liabilities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,666 |
|
|
|
1,599 |
|
|
Compensation and benefits |
|
|
23,049 |
|
|
|
5,446 |
|
|
Goodwill |
|
|
388 |
|
|
|
340 |
|
|
Other |
|
|
15,944 |
|
|
|
24,369 |
|
|
Deferred tax liabilities |
|
|
41,047 |
|
|
|
31,754 |
|
|
Net deferred tax assets |
|
$ |
37,451 |
|
|
$ |
51,142 |
|
|
|
(a) |
The basis adjustments recorded as of December 31, 2017 and 2016 are primarily the result of additional basis from acquisitions of interests. |
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. 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 $54,487 and $55,194 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 |
|
$ |
55,194 |
|
|
$ |
89,100 |
|
|
$ |
101,531 |
|
|
Credited to provision for income taxes |
|
|
(15,998 |
) |
|
|
(30,185 |
) |
|
|
(12,016 |
) |
|
Charged (credited) to other comprehensive income (a) |
|
|
15,291 |
|
|
|
(3,721 |
) |
|
|
(415 |
) |
|
Ending Balance |
|
$ |
54,487 |
|
|
$ |
55,194 |
|
|
$ |
89,100 |
|
|
(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 $2,218. |
The Company had net operating loss and tax credit carryforwards for which related deferred tax assets of $40,685 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 $7,000 in the U.S., which begin expiring in 2023. |
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) |
|
$ |
47,901 |
|
|
$ |
46,822 |
|
|
$ |
42,904 |
|
|
Increases in gross unrecognized tax benefits relating to tax positions taken during: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior years |
|
|
1,598 |
|
|
|
5,891 |
|
|
|
- |
|
|
Current year |
|
|
12,608 |
|
|
|
11,194 |
|
|
|
12,456 |
|
|
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 |
|
|
(11,720 |
) |
|
|
(8,984 |
) |
|
|
(7,917 |
) |
|
Balance, December 31 (excluding interest and penalties of $15,136, $15,392 and $13,083, respectively) |
|
$ |
47,426 |
|
|
$ |
47,901 |
|
|
$ |
46,822 |
|
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) |
|
$ |
52,007 |
|
|
$ |
53,347 |
|
|
$ |
44,327 |
|
|
Unrecognized tax benefits that, if recognized, would not affect the effective tax rate |
|
$ |
10,555 |
|
|
$ |
9,946 |
|
|
$ |
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 $13,000 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.