Judi Frost Mackey - Spokeswoman Kenneth M. Jacobs - Chairman of the Board and Chief Executive Officer Matthieu Bucaille - Chief Financial Officer.

Alexander Blostein - Goldman Sachs Group Inc., Research Division Devin P. Ryan - JMP Securities LLC, Research Division Ashley N. Serrao - Crédit Suisse AG, Research Division Brennan Hawken - UBS Investment Bank, Research Division Douglas Sipkin - Susquehanna Financial Group, LLLP, Research Division Christoph M. Kotowski - Oppenheimer & Co.

Inc., Research Division Joel Jeffrey - Keefe, Bruyette, & Woods, Inc., Research Division Patrick J. O'Shaughnessy - Raymond James & Associates, Inc., Research Division.

Good morning, and welcome to Lazard's First Quarter 2014 Earnings Conference Call. This call is being recorded. [Operator Instructions] At this time, I will turn the call over to Judi Frost Mackey, Lazard's Director of Global Communications. Please go ahead..

Good morning, and thank you for joining our conference call to review Lazard's results for the first quarter of 2014. Hosting the call today are Ken Jacobs, Lazard's Chairman and Chief Executive Officer; and Matthieu Bucaille, Chief Financial Officer. A replay of this call will be available on our website at lazard.com beginning today after 10:00 a.m.

Today's call may contain forward-looking statements. These statements are based on our current expectations about future events that are subject to known and unknown risks, uncertainties and assumptions.

There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.

These factors include, but are not limited to, those discussed in Lazard's filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Lazard assumes no responsibility for the accuracy or completeness of any of these forward-looking statements.

Investors should not rely upon forward-looking statements as predictions of future events. Lazard is under no duty to update any of these forward-looking statements after the date on which they are made. Today's discussion may also include certain non-GAAP financial measures.

A description of these non-GAAP financial measures and their reconciliation to the comparable GAAP measures are contained in our earnings release, which has been issued this morning. For today's call, we will focus on highlights of our performance.

The details of our earnings can be found in our press release issued this morning and in our investor presentation of supplemental information, both of which are posted on our website. Following the remarks, Ken and Matthieu will be happy to answer your questions. I will now turn the call over to our Chairman and Chief Executive Officer, Ken Jacobs..

Thank you, Judi. Good morning. Lazard's first quarter results reflect strong performance in both our businesses. We achieved record first quarter operating revenue of $540 million, with first quarter records in Asset Management and in M&A Advisory.

Our revenue streams were balanced and diversified across regions, sectors and client-side, underscoring the breadth and depth of Lazard's global franchise. Financial Advisory results were driven by increased activity in North America, Europe and Asia Pacific.

Recent M&A announcements highlight Lazard's competitive strength in large, complex and strategic assignments.

Since the end of the first quarter, among the transactions we've announced where we are advising on are GlaxoSmithKline's 3-part transaction with Novartis in consumer, oncology and vaccines; General Electric's acquisition of Alstom's thermal renewables and grid businesses; Pepco's sale to Exelon; and TIAA-CREF's acquisition of Nuveen.

Cross-border M&A accounted for about half of our first quarter completions. These included transformative strategic transactions such as Fiat's acquisition of the remaining stake in Chrysler and Shire's purchase of ViroPharma.

Our investments in Capital Advisory and sovereign advisory continue to produce results as we advise corporations and governments on balance sheet matters, capital raising and privatizations.

In the last 12 months, Lazard has advised on 40% of European IPOs with independent advisors and in the U.S., we recently advised the Treasury Department on the sale of Ally Financial common stock in a $2.4 billion IPO. Asset Management has continued its steady growth.

Operating revenue increased to our first quarter record of 9% over last year's first quarter. As of March 31, AUM reached a record high of $189 billion with net inflows for the quarter driven by our broad range of equity and fixed income strategies. Our RFP pipeline remains healthy.

We're seeing demand for international, global, emerging markets, local and multi-asset strategies in both fixed income and equities. We continue to expand our investment platforms and our global distribution network. In the first quarter, Lazard Asset Management opened the Dubai office. This is our second Asset Management office in the Middle East.

Now, Matthieu will provide color on our financial results and capital management..

Thank you, Ken. Lazard's operating revenue increased 31% in the first quarter, while adjusted net income increased 119%, reflecting the substantial operating leverage of our business model.

Financial Advisory operating revenue increased 64% from strong performance in M&A and Other Advisory, compared to a relatively lower level of completions in the first quarter of 2013. Financial Advisory's strong first quarter was partially offset by declines in restructuring and capital raising.

Restructuring results reflected the continued lower level of corporate defaults. Capital raising results were affected by the timing of Private Fund Advisory closing. They also reflected the evolution of our business towards Capital Structure Advisory.

As we've said previously, whether operating revenue was above or below expectations, our advisory fees in particular, fluctuate from quarter-to-quarter. One quarter does not necessarily make a trend. Therefore, looking at our performance over the last 12 months basis is generally more meaningful in quarterly comparison.

On this basis, Financial Advisory operating revenue increased 16% and M&A and Other Advisory increased 23%. In Asset Management, our record first quarter was driven by a 9% year-over-year increase in management fees, in line with the average AUM growth. On a sequential basis, management fees grew 1%, also in line with average AUM.

During the quarter, AUM increased by $2.5 billion, from the end of last year. The increase was driven by net inflows of $0.8 billion, as well as market and foreign exchange adjustments of $1.7 billion. Inflows were balanced and diversified, driven by a number of our emerging markets, global and merchant regional strategies.

The inflows were partially offset by net outflows primarily in one global equity and one local equity strategy. Turning to expenses.

Because full year revenue and the 3 -- and the year-end compensation environments are difficult to predict at this point, we are accruing compensation at a 58.8% adjusted compensation ratio, which is consistent with the full year 2013 ratio. This compares with 60% adjusted compensation ratio in the first quarter of last year.

Adjusted non-compensation expense increased just 3%. This primarily reflected increased outsourcing expenses in our Asset Management business. Finally, regarding capital management, year-to-date, we have returned $225 million to shareholders, primarily through dividends and share repurchases.

We have already largely achieved our objective of offsetting the potential dilution from 2013 year end equity risk. In conclusion, we remain focused on our target of a 25% operating margin in 2014, assuming a similar level of activity in both of our businesses than in 2012.

And we are maintaining our discipline on comps, even as we continue to invest in growth. Ken will now conclude our remarks..

Thank you, Matthieu. This year has begun stronger than last year and we're cautiously optimistic about the macroeconomic environment. As always, we are focused on the long-term rather than a single quarter. The U.S. continues to lead the global recovery and Europe is stabilizing.

An increasing global M&A activity is a sign that CEOs and boards are gaining confidence in the recovery. Based on the investments we've made and the efficiencies we've created in our business, Lazard is in an excellent position.

We have an unrivaled global network of relationships, with key decision makers in business, governments and investing institutions. Asset Management is a world-class global franchise with a strong pattern of performance across equities and fixed income. Financial Advisory is still to scale globally, with deep roots in every major region of the world.

A high concentration of senior level expertise at Lazard is a powerful competitive advantage, particularly when it comes to advising on complex, global and strategic assignments. Both of our businesses have capacity for increased activity and organic growth. We have substantial operating leverage to drive profitable growth.

Our firm continues to generate significant cash flow. And we're returning capital to our shareholders. Let's open the call to questions. Thank you..

[Operator Instructions] We'll hear first from Alex Blostein from Goldman Sachs..

Ken, I was hoping you could spend a minute on the backdrop in Europe. It seems like the M&A environment there is starting to get a little bit better and giving you guys a significant presence in the region.

I was hoping you may spend a minute on what you're hearing from the corporate clients there and how should we think about, I guess, the activity there over the next 12 to 18 months and if things continue to recover on the macro front?.

valuation, financing, sentiment. Valuations, a little bit richer than they've been historically, but if you're constructive about the macro environment, then you probably have pretty constructive about valuations longer term. Financing continues to be available, readily available as it has been since the crisis -- end of the crisis.

And balance sheets of companies are strong, both across the developed world. And sentiment is really starting to improve as a result, we believe of the improvements in the macro environment, both in U.S. and more stability in Europe. And that has now become more broadly accepted, not only in the U.S, but also probably more broadly accepted in Europe.

And that's the sentiment shift, I think, we've all been waiting for to help to kickstart the M&A cycle. And that seems to be in place in the U.S. or increasingly in place in U.S. and I think we're beginning to see it take root in Europe as well then..

Got it. And then, just broader question on the margins for the business for you guys. Clearly, the start of the year is pretty robust, M&A continues to get little bit better. So without getting too far ahead of ourselves, but it feels like the revenue opportunity for this year could be better than it was in 2012.

Now, assuming that that's the backdrop, and again, it's a big if, but how, I guess, should we think about the margin opportunity about the kind of the 25% target if the environment and the revenue backdrop continues to improve?.

Well, look. We started this -- our targets were initiated when we are at about a 12% operating margin for the business and 25% is not in a long way away at that time. And we're closing in on it. We're laser-focused on the 25%.

And needless to say to the extent that we have additional performance on revenue, we're going to balance it carefully between investment and return to shareholders. And those are the -- as you know, everything we do in terms of investment gets expensed through the P&L. And so consequently, we're going to be thoughtful about the mix between the 2.

But the key thing at this point is just to stay laser-focused on the 25% margin..

We'll hear next from Devin Ryan from JMP Securities..

So with just with respect to the emerging markets volatility in the first quarter. It didn't really, I think, have much impact on the Asset Management business. Just curious if there was any impact on flows there at all or if there's any anticipation of the lag impact.

Just I know that the investors are institutional so they tend to move a little bit slower. So just curious if you're seeing anything as a result of that emerging markets volatility..

Look, we keep a careful eye on this because obviously, volatility in markets is something that can affect flows. That said, we had net inflows across our emerging market platform in the first quarter, which is a good sign. We continue to have decent performance. And importantly, RFP activity continues to be pretty good.

And so, overall, the volatility is something, as I said earlier, that we're going to keep a careful eye on, but we've been fortunate so far..

Okay, great. And then with respect to the M&A business. I appreciate some of the color there. But are there any industries in particular that you'd highlight where you feel like maybe that sense of urgency has changed where there's been a couple of deals and it creates a little bit of a domino effect.

If there's any industries where you feel like that's happening or could happen as a result of certain larger deals that have maybe occurred more recently?.

So look, we've seen activity across the breadth of our sectors and also across various regions. It was a good quarter and the announcements since the end of quarter have also been pretty good for us. If you step back and you look at the market as a whole, clearly just there has been a pickup in the activity in the health care sector.

This is really probably a function of the fundamental restructuring of the health care sector that's going on in the United States. And the impact that has on really everybody that is in the health care universe from pharma companies to device and supply companies to service sector. And so that probably continues for a while.

The TNT sectors have been pretty active with this technology last year, it's probably shifted a bit now to the cable companies, telecom providers. Clearly, the shifts in the cable space are going to have impact on a lot of people.

And so consequently, that probably continues for a while in the United States and we're seeing similar types of activity in Europe and then same industry. Pig was a little bit more active for us and probably industrial has picked up as the economy improves. That's probably the one which is more centered into an improvement in the macro cycle ..

Okay, great. And then just lastly with respect to the expense initiative. Is there anything left to this kind of still working its way through expenses. I know in the comp side, it's going to be a little hard for us to gauge that just given how your accruing at that level that 2013 ended.

But I guess maybe more specifically, with respect to non-comps, is there anything else that we kind of move through the year that we would expect to see come out or is it just too nuanced..

Well, let me -- I think, you'll see some of it actually impacting the first quarter. It's a mix of some of the initiatives we took at the time of the restructuring plus there's a lot of discipline around expenses around here.

And I think you'd find in the first quarter, our non-comp expenses were roughly flat with last year at this time, with a pretty significant increase in revenue. I think our revenues were up in sort of comp 31% and non-comp was up about 3%.

And that's a -- that I think is reflective of the initiatives we undertook as part of our cost restructuring exercise plus a lot of discipline around these costs..

Got it. And then I guess I'm thinking that as you see that. I appreciate the color. I guess just maybe working forward from here, is it pretty much there today or is there still some expense high that we can look at to say....

And there's a little bit more probably on the non-comp side. But I think it's a mix of a little bit more of the sentinel effect of being focused on cost and plus there's a lot of discipline..

Yes. Understood. I guess, and lastly on that front. When you talked about the ability to take expenses out. There is still kind of a view of an offset of investing back into the business a bit and maybe adding some people.

So I'd love to just get an update there, where you are, how those conversations are going with respect to adding people and making some of those investments back into the business..

That's a good question. And I think you can see from -- that we continue to be reasonably active. We've hired a team in the Middle East for our Asset Management business, which is going to significantly improve our position both with regard to getting assets, as well as being able to invest locally in the Middle East. And that's a nice addition.

And then we continue to, where we see it, add talents on the Advisory side. I think over the course of this year, we're going to moderate it against what we see as good opportunities in the marketplace for investment that is hiring people or teams in either of our businesses.

Weigh it against our needs, which are not that significant given the breadth of our platform and the concentration already of senior people here as well as the need to meet our targets. So we're balancing between it. Obviously, when we see something that really makes a difference, we'll act on it. We have the resources to do it.

But we're going to weigh this carefully against what our targets are..

We'll hear next from Ashley Serrao from Crédit Suisse..

Can you talk about what you're hearing from the financial sponsor community about putting record levels of dry powder to work? Is this still more from Middle Market scene or are we kind of graduating from that?.

Well, if we continue to be active, quite active, in the Middle Market. And that's -- the midsized LBO firms. There's a lot of activity there, both on the sell-side and also putting money to work. I think in the larger firms, you're seeing a little bit more interest, little bit more activity.

I'm not -- I'm still not confident you're going to see the really big deals that we saw at the tail end of the last cycle. But I think incrementally, you'll see some more activity over time..

Got it.

As then as you talk to CEOs globally today, are you sensing an increased appetite to do deals versus buying back stock and increasing dividends?.

Look, I think there is -- with the improvement in the macroeconomic cycle, I think that generally speaking, people are probably a little bit more optimistic about putting their cash to work because they're a little bit more certain about what the returns are going to be with regard to an improving economy -- in light of an improving economy.

So consequently, yes, there's probably a little bit more openness to putting excess capital to work and acquisitions as opposed to only returning it to shareholders through dividend and share repurchase. I think there is a very significant shift in focus from the last cycle or even the cycle before about the importance of capital allocation.

So those decisions are made probably with a lot more thought and a lot more rigor than they may have been in past cycles. And so consequently, I think companies have gotten quite sophisticated. And we think we add some value here.

In terms of thinking through the decision around capital allocation, do you put it to use towards acquisitions, do you reinvest it into your business through R&D or do you give it back to shareholders? And I think people think that those is really the 4 ways to pour in cash in addition to paying down debt, of which there isn't nearly as much as there used to be on corporate balance sheets..

Great. Thanks for all the color there.

And then finally, can you just comment on how the landscape in Australia is evolving?.

Well, last year was a pretty good full year for everyone. A lot of it has to do with elections. The [indiscernible] cycle still isn't as robust as it was pre-crisis or even in the beginning of the crisis. But it seems to be improving a little bit..

We'll take our next question from Brennan Hawken from UBS..

So maybe starting out with the Asset Management. And looking at the strategic equity product growth and AUM there has been really particularly strong performance statistics really excellent.

So when we think about that product, how should we think about capacity constraints? Are there any or how do you guys think about that?.

There are always capacity constraints. And we're very sensitive to that because clearly, we want to make sure that we are properly reinvesting and have enough opportunity to get the kind of returns that we think our clients demand. I don't think we fit the limits on that particular business. But we're closer today than we were a year or 2 ago..

No doubt. Okay, but is there any way we can maybe think about it.

Is it away from the $20 billion strategy or higher than that? Is there a way to frame it or is it too early to know at this stage?.

I think it's a little early to know at this stage. But it's clearly something we're sensitive to..

Okay. That's fair. And then how about on Global Thematics, maybe an update on the flows there. I think you guys said on the last call that you expected to remain in outflow in the coming year.

Is that still the case? And what -- how are you guys think about turning around that performance?.

Well, look, we continue to be experiencing net outflows this quarter. It's -- this is a long-term team-based strategy that is, generally speaking, benchmark agnostic. And it tends to have a pretty lumpy performance over shorter-time horizons.

And it looks a little bit different in different clients because of different currencies, different valuations by different currencies. We've had some relative performances soft on a 3-year basis. For those that are more into towards a much longer term basis, it's still pretty good. We remain highly confident about the team that's in place.

And we believe that the medium long-term performance of the product is intact. And we just have to really -- weather these -- weather the outflows right now and the short-term performance issues..

Okay.

So not necessarily planning any further changes in order to try to turn that performance, the near-term performance?.

We have a lot of confidence in the team. We obviously lost one of the senior members of the team last year. The remaining 4 members are still fully engaged in the business so we've added an additional member to the team over the course of last year. And we're pretty confident about the team and the strategy. And these things don't turn on a dime..

Sure, sure. Good. And then I'd back into the outflows out of Global Thematics of about $10 billion for the last year.

Is that the roughly right ballpark?.

We don't comment on the individual flows for a particular business..

Okay, no problem. And then last one on margins, when you guys think about your firm-wide margin in 25%, and there's no question, it's terrific turnaround from the levels it was a few years ago.

You guys did a great job with that, but I think folks that are bulls on the stock today and buying into the continued improvement, take a look at maybe where competitors in your 2 primary businesses are and then think about where margins can go.

So can you help us think about how you benchmark your primary businesses and how you think about your firm-wide margins with respect to benchmarking to comps?.

Sure. I mean we are pretty explicit about this in our Shareholder Letter of 2012. And what we said at the time is that we were shooting for a blended margin of about 25% after all allocations and such.

Pre-allocations that suggest a margin in the low 40s for the Asset Management business, which we thought was benchmarked pretty well against some institutional manager -- managers.

And then in the high teens and low 20s for the Advisory -- I'm sorry, in the low 30s pre -- high point low 30s, pre-allocations in the advisory business, which we also thought matched up pretty well against our advisory peers on a apples-to-apples basis.

That is looking at our awarded basis which is the only way to look at it, those businesses on an apples-to-apples basis. And when you put in all the corporate costs and allocations and everything else, that worked out to a blended margin of around 25%. And at that time, the mix of businesses wasn't too different.

And while the asset mix has probably -- asset has become a slightly larger portion of the business, there's a lot of operating leverage on the Advisory side of the business as you start to see some revenue improvements in some of the markets which have been underperforming. So overall, that's how we got to where we got to on the margin targets.

And we still feel that's a pretty good place to be. And at the moment, we started at 12%, 2 years ago, and we're really focused on getting to 25%. That's our goal and that's what we're going to try to achieve this year..

We'll hear next from Douglas Sipkin from Susquehanna..

I have 2 questions. First I wanted to sort of just drill down a little bit on the earnings results. And then a bigger picture question around talent.

First off, I guess, just surprised obviously very strong quarter all around, great M&A, just wondering, was there anything unique to the corporate finance and other in the quarter? Just -- it seemed like it was a pretty good environment for really all types of capital market activity.

So I'm just wondering was there anything unique this quarter to some of that weakness there?.

Yes. I think the underperformance or -- in the capital raising area for us which really in our Private Fund Advisory Group where we just had a lack of closings in this quarter. And that really -- compared to last year and prior periods, it's really as simple as that..

Great. That make sense.

And then with respect to modeling the comp, I'm just trying to figure, now are we going to roll with this 58.8% rate through, 3 quarters and then adjust in Q4? Or is it really you guys aren't sure yet?.

I'm sort of chuckling, it's a good question. We -- what we're going to do is for the first quarter as we did last year, we pick up the rates from the previous year and we should probably be pretty flat with that until we have a much better sense of how the year is going to come out, what the compensation trends are for the year.

Comp is not really paid until the fourth quarter. Everything until then is an estimate and you don't really have visibility on what your full year is until the fourth quarter and you don't really have visibility on what the comp environment looks like until the fourth quarter.

So this is probably a good predictor to the whole mix and then when we get to the fourth quarter, then we'll really assess exactly where we are both in terms of the year, as well as in terms of the comp environment..

Okay, great. And then that's a good segue into the bigger picture question. Obviously, the environment's getting better. There's a lot of strategic activity happening.

Are you guys sensing maybe that this talent migration that you have benefited from in sort of the large independent firms, well, you guys are the largest but have also seemed to benefit from.

Or do you get the sense of maybe of getting a little bit more competitive again as the bigger banks start to see these fee streams given the capital requirements they're under combined with sort of the improving environment?.

Look, as the M&A environment improves, you tend to see some growth in comp costs relative to downturns in the cycle. So I think we could expect to see a little bit of that. We're laser-focused all the time on retention and what we have to do to keep and attract those people.

That said, this cycle is probably a little bit different than the last cycle because of the pressure on our larger competitors, the larger integrated banks around their ability to turn their cost to capital.

And it's a challenge to really become aggressive around spending money, compensation, expenses generally, if you're still not quite earning your cost to capital.

And I think one of the challenges in the larger banks is to achieve that objective, and then it becomes -- once they achieve that then perhaps the environment becomes a little more conducive to spending and investing. So that's a little bit of a governor probably on some of the inflation of comp costs that we've seen compared to last cycles.

But you're right. I mean as the cycle improves, you probably can see a little bit more focus on recruiting compensation by some of the larger banks than perhaps was experienced previously. But we're pretty confident about our team, our position in the marketplace.

And unlike some of our smaller, some of the smaller independents, we are not on a rapid acquisition -- a hiring binge, we're built to -- we're scaled today. And we obviously always are on the lookout for great senior talent.

But our model is an improvement in our profitability and productivity is not really completely dependent on the ability just to hire people to grow the business..

Got you. And then follow-up question. So obviously you guys have implemented a pretty nice transition in the business model, bringing down costs and things like that. I'm just going off of the MD count at the end of 2013. I mean, is that sort of bottoming out now? Obviously that's gone down pretty steadily over the last 2 years.

I mean, can we expect to see some flat lining or even an increase in that going forward?.

Look, there's not a specific MD number we targeted. Really it's a function of the people we have and their ability to function really effectively as partners to the firm and our ability to find outside talent. I think we have more than enough capacity in-house to grow revenues off the base where we are today.

And enough capacity in-house to some have some nice growth if the market continues to improve. And as I said earlier, these steps that we find great people that could really be additive in our platform, I think we have the investment resources necessary to do what we need to do to both hire them and achieve our targets..

We'll take our next question from Chris Kotowski with Oppenheimer & Co..

So I was wondering, I mean, this quarter, you highlighted $225 million of capital returns, against $81 million of net income. And last year, the highlighted $416 million of capital returns against the GAAP income of around $160 million. So I mean, that's like $640 million of capital returns against $240 million of earnings.

And how long can -- I guess my question is, how long can capital returns exceed the earnings? Is there more room to squeeze cash out of the balance sheet? And you also highlighted that you had accomplished what you'd set out to do, which is to offset the dilution.

Does that mean that capital returns are more or less done for the year?.

So it's kind of a loaded question with a lot of parts to it. First, our cash flow of our business tends to be in excess of net income by about 110, 115 -- 10% or 15% higher than our net income generally speaking. So the net income tends to understate the cash that's created by the business. That's number one.

Number two is, you're right, it can't go on infinitely. I mean, infinitely, we have no -- nothing left on our balance sheet. So obviously, there are limits to it.

But we, I think, told everyone that we're very focused on converting cash and then where we have excess cash giving it back to shareholders where we don't have the opportunity to pay down debt on attractive basis and we did a refinancing last year. We paid down some debt, we're focused to bid on, on the next maturity, which is in 2017.

So that -- in some respect, may take some of our cash resources over the next couple of years or to the effect that we can use it effectively and profitably. And I think, giving it on the head, we will -- we've offset largely the dilution associated with the grants so far this year.

And to the extent that we see profitability going up, and operating income going up and cash flow going up, we're going to -- where we aren't using it to pay down debt. We're going to be using it to returning to shareholders. And that's going to be through a mix of share repurchases and dividends, which is in the way we've done it in the past.

And where we see the opportunities liberating cash in some of the balance sheet that we don't really need for the business, because either we've got more efficient or we're able to restructure our business so that cash becomes available, we'll do that. And that's something we've been pretty effective at over the last few years..

Keep in mind, also Chris, that our net income, we have a large chunk -- we have a large amortization associated with our [indiscernible] and that amortization is something that is to be looked at, at the same time as you look at our share buybacks..

We'll take our next question from Joel Jeffrey with Keefe, Bruyette, & Woods..

Just have a bit of a follow-up to the last question.

In thinking about the share count going forward and the fact that you think you've offset the potential dilution from the incentive comp, other than the share price increasing includes are there any reason to think that the share count would continue to -- would go up any further this year?.

No, it's fixed share price increases, just the treasury method..

Okay. And then just lastly, we've certainly seen a number of large deals sort of proposed and then actually announced.

I'd like to get your thoughts on how you might think the regulators are viewing these deals and the chances of some of these larger deals actually getting through?.

Look, every deal is different. And so it's pretty difficult to generalize across spectrums.

And I'd say that in the early part of our cycle and especially on that the company type of deals, big deals, people tend to do things that are sort of down what we described as the center of the fair wave and consequently, generally speaking, they perhaps are a little bit tougher from our regulatory standpoint as a result of that.

There are companies that they know or fit well. But that said, the regulatory environment well, comps has been pretty fair over the last few years. And some things get through easily, that you expect to get through easily. Some things get through easily that our people on the outside think are hard and some things are really hard.

And I think we have a mix of deals like that in the market today..

We'll take our next question from Alex Blostein from Goldman Sachs..

Just wanted to follow-up on the broader M&A environment and one of the things that we're starting to notice is various tax strategies by our larger corporates globally.

And I'm just wondering to what extent do you think that has contributed to the pickup and cross-border M&A and when you think about what your corporate clients are telling you, is there a change in a focus on tax strategies, particularly here in the U.S.

or folks looking to deal with things outside?.

That's a great question. I think that generally, you have a couple of factors that work here. First, there is obviously a lot of cash, which is tracked abroad on behalf of U.S. companies, as a result of the punitive rates to bring it back to the United States.

That, combined with probably an improving outlook, macroeconomically, across most industries, is probably going to result in a little bit more cross-border activity on the part of U.S. companies to try to deploy that cash.

I mean we've seen deals over a period of time of actually using the cash to acquire things abroad, as well as some inversion deals. But the driver is probably a mix of that cash sitting abroad combined with the fact that people are now a little bit more optimistic about the overall macro environment.

So therefore they're a little more prone to actually deploy it. In addition to that, particularly in the health care sector, you're seeing a bunch of these inversion deals. Part of that is unique to the health care sector because of patents and where they sit in the attractiveness of how their health part of it is the same factors I just described.

And part of it is the fact that there's just a tremendous restructuring of the health care environment in the U.S., which is driving deal activity in the health care sector globally.

So it's a mix on those factors, cash being parked abroad, the punitive rates to bring it back to the United States, a better macro environment and some things unique to the health care environment that underlies a lot of activity in health care..

We'll take our next question from Patrick O'Shaughnessy with Raymond James..

So my first question is as we look at the M&A landscape, it seems like we're starting to see the emergence of more and more in the smaller boutiques and then you touched on that earlier on the call. To what extent are you coming across these guys more as you're searching for mandates on potential deals? And is it more of a U.S.

phenomenon that you're really coming against these guys than in Europe?.

Well our core competition are the leading M&A firms globally for the kind of assignments we work on. I think what you've seen is a shift of talent from some of the -- those brackets into some of the smaller independents and certainly a lot of these smaller shops that have been started over the course of the last couple of years or so.

Where -- what I can speak to is only our own experience in our own platform. And the thing that Lazard has that is differentiated is that we're a global business, a scale business, we compete against virtually all -- compete against across virtually all industry sectors and we have presence in all the major geographies.

And we're local in virtually all those geographies. And we stick -- and as a result of that, we have this unique global network that is able to deliver a global point of view with strong local content. And the thing that distinguishes Lazard today is the sheer concentration of senior-level talent.

And it compares really only to a couple of the largest -- of our largest competitors. And the real power of that for us is the ability to have this network relationships with decision makers around the world, CEOs, investing institutions, governments, and the ability to really make that available to our client base is what distinguishes us.

And I think when you look at the kind of the things we're working on, those are kinds of things that really require that concentration of senior-level expertise. And the ability to do it across-borders, across languages, across cultures and across sectors and that's something that is pretty much unique to Lazard..

That's helpful. And then a quick question for Matthieu here.

As we think about tax rate for the rest of 2014, what's the right number that we should be assuming in our models?.

I think, you should continue to sink a few points below 25%..

This now concludes the Lazard conference call..