What changed in this filing

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Item 1. Financial Statements

2024-04-26 compared with 2023-10-27 · 418 added, 613 removed, 677 unchanged (60% of the section changed)

Financial Statements (Unaudited)

Condensed Consolidated Statements of Financial Condition as of September 30, 2023 and December 31, 2022

Condensed Consolidated Statements of Operations for the three month and nine month periods ended September 30, 2023 and 2022

Condensed Consolidated Statements of Comprehensive Income for the three month and nine month periods ended September 30, 2023 and 2022

Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2023 and 2022

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the three month and nine month periods ended September 30, 2023 and 2022

Condensed Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023

Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2024 and 2023

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three month periods ended March 31, 2024 and 2023

Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2024 and 2023

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the three month periods ended March 31, 2024 and 2023

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

MARCH 31, 2024 AND DECEMBER 31, 2023

(dollars in thousands, except for per share data)

September 30,

2024 December 31,

3 unchanged sentences

Receivables (net of allowance for credit losses of $ 30,086 and $ 28,503

at September 30, 2023 and December 31, 2022, respectively):

at March 31, 2024 and December 31, 2023, respectively):

Fees 459,703 560,552

2 unchanged sentences

Investments 620,615 701,964

Property (net of accumulated amortization and depreciation of $ 405,811 and $ 395,109 at September 30, 2023 and December 31, 2022, respectively)

Property (net of accumulated amortization and depreciation of $ 419,680 and $ 414,547 at March 31, 2024 and December 31, 2023, respectively, including $ 71,343 and $ 72,921 of property held for sale at March 31, 2024 and December 31, 2023, respectively)

227,539 232,516

1 unchanged sentence

Goodwill and other intangible assets (net of accumulated amortization

of $ 70,184 and $ 70,118 at September 30, 2023 and December 31, 2022, respectively)

of $ 67,696 and $ 67,681 at March 31, 2024 and December 31, 2023, respectively)

394,113 394,928

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

MARCH 31, 2024 AND DECEMBER 31, 2023

(dollars in thousands, except for per share data)

September 30,

2024 December 31,

16 unchanged sentences

Common stock:

Class A, par value $ 0.01 per share ( 500,000,000 shares authorized;

112,766,091 shares issued at September 30, 2023 and December 31, 2022, including shares held by subsidiaries as indicated below)

Par value $ 0.01 per share ( 500,000,000 shares authorized;

112,766,091 shares issued at March 31, 2024 and December 31, 2023, including shares held by subsidiaries)

Additional paid-in-capital 134,573 247,204

2 unchanged sentences

1,216,535 1,361,018

Class A common stock held by subsidiaries, at cost ( 25,356,940 and 26,814,213

shares at September 30, 2023 and December 31, 2022, respectively)

Common stock held by subsidiaries, at cost ( 22,248,005 and 25,340,287

shares at March 31, 2024 and December 31, 2023, respectively)

( 823,821 ) ( 937,259 )

Total Lazard Ltd Stockholders’ Equity 361,318 556,463

Total Lazard Stockholders’ Equity 392,714 423,759

Noncontrolling interests 55,817 58,428

1 unchanged sentence

Total Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity $ 4,586,970 $ 4,635,781

$ 4,295,506 $ 5,852,561

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2024 AND 2023

(dollars in thousands, except for per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Investment banking and other advisory fees $ 453,027 $ 277,408

19 unchanged sentences

NET INCOME (LOSS) 40,224 ( 15,199 )

LESS - NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS ( 365 ) 16,995 10,245 20,265

NET INCOME (LOSS) ATTRIBUTABLE TO LAZARD LTD $ 7,139 $ 105,797 $ ( 139,046 ) $ 315,153

ATTRIBUTABLE TO LAZARD LTD CLASS A COMMON STOCKHOLDERS:

LESS - NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 4,469 6,973

NET INCOME (LOSS) ATTRIBUTABLE TO LAZARD $ 35,755 $ ( 22,172 )

ATTRIBUTABLE TO LAZARD COMMON STOCKHOLDERS:

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

5 unchanged sentences

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2024 AND 2023

(dollars in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

NET INCOME (LOSS) $ 40,224 $ ( 15,199 )

1 unchanged sentence

Currency translation adjustments ( 16,262 ) 14,539

Currency translation adjustments before reclassification ( 19,935 ) ( 54,439 ) ( 2,946 ) ( 134,129 )

Adjustment for items reclassified to earnings 2,129 138 2,157 265

Employee benefit plans:

Actuarial gain (loss) (net of tax expense of

Actuarial gain (loss) (net of tax expense (benefit) of

$ 288 and $( 595 ) for the three months ended

September 30, 2023 and 2022, respectively, and $ 121 and $ 4,436 for the nine months ended September 30, 2023 and 2022, respectively)

March 31, 2024 and 2023, respectively)

815 ( 2,801 )

1 unchanged sentence

tax expense of $ 455 and $ 376 for the three months

ended September 30, 2023 and 2022, respectively, and $ 1,135 and $ 748 for the nine months ended September 30, 2023 and 2022, respectively)

1,580 1,162 3,916 2,816

ended March 31, 2024 and 2023, respectively)

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX ( 14,045 ) 12,898

COMPREHENSIVE INCOME (LOSS) 26,179 ( 2,301 )

LESS - COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS ( 364 ) 16,995 10,245 20,264

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO LAZARD LTD $ ( 4,034 ) $ 61,444 $ ( 136,251 ) $ 204,618

LESS - COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 4,469 6,974

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO LAZARD $ 21,710 $ ( 9,275 )

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2024 AND 2023

(dollars in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 40,224 $ ( 15,199 )

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization of property 9,134 11,144

Noncash lease expense 16,278 15,155

Currency translation adjustment reclassification 2,157 265

Amortization of deferred expenses and share-based incentive compensation 121,410 108,254

3 unchanged sentences

Impairment of equity method investments and other receivables – 22,981

Impairment of assets associated with cost-saving initiatives 8,561 -

Loss on LGAC liquidation – 17,929

4 unchanged sentences

Accrued compensation and benefits and other liabilities ( 244,935 ) ( 359,848 )

Net cash provided by (used in) operating activities ( 176,934 ) 519,661

Net cash used in operating activities ( 89,986 ) ( 411,418 )

CASH FLOWS FROM INVESTING ACTIVITIES:

2 unchanged sentences

Acquisition of business, net of cash acquired – ( 10,516 )

Other investing activities - ( 7,500 )

Net cash used in investing activities ( 6,607 ) ( 15,126 )

1 unchanged sentence

Proceeds from:

Issuance of senior debt, net of expenses 396,000 –

Customer deposits, net 90,815 –

1 unchanged sentence

Payments for:

Extinguishment of senior debt ( 233,073 ) –

Customer deposits, net – ( 239,051 )

2 unchanged sentences

Distribution to redeemable noncontrolling interests in connection with LGAC redemption – ( 585,891 )

Purchase of Class A common stock ( 102,051 ) ( 612,175 )

Class A common stock dividends ( 129,367 ) ( 138,914 )

Purchase of common stock ( 22,005 ) ( 98,925 )

Common stock dividends ( 43,715 ) ( 42,524 )

Settlement of share-based incentive compensation in satisfaction of tax withholding requirements ( 55,632 ) ( 45,165 )

1 unchanged sentence

Other financing activities ( 6,678 ) ( 5,110 )

Net cash used in financing activities ( 1,420,921 ) ( 600,832 )

Net cash provided by (used in) financing activities 98,487 ( 1,072,415 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 22,225 ) 15,705

1 unchanged sentence

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH— January 1 1,224,983 2,639,400

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—September 30 $ 1,006,775 $ 2,962,715

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—March 31 $ 1,204,652 $ 1,156,146

See notes to condensed consolidated financial statements.

1 unchanged sentence

THE CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION:

September 30,

2024 December 31,

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2023

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2024

(dollars in thousands)

4 unchanged sentences

Income (Loss),

Net of Tax Class A

Net of Tax Common Stock

Held By Subsidiaries Total

6 unchanged sentences

Shares $ Shares $

Balance - July 1, 2023 112,766,091 $ 1,128 $ 167,622 $ 1,431,181 $ ( 281,886 ) 25,896,701 $ ( 958,067 ) $ 359,978 $ 55,907 $ 415,885 $ 83,583

Balance - January 1, 2024 112,766,091 $ 1,128 $ 247,204 $ 1,402,636 $ ( 289,950 ) 25,340,287 $ ( 937,259 ) $ 423,759 $ 58,428 $ 482,187 $ 87,675

Comprehensive income (loss):

Net income (loss) 7,139 7,139 2,886 10,025 ( 3,251 )

Other comprehensive income (loss) - net of tax ( 11,173 ) ( 11,173 ) 1 ( 11,172 )

Net income 35,755 35,755 1,852 37,607 2,617

Other comprehensive loss - net of tax ( 14,045 ) ( 14,045 ) ( 14,045 )

Amortization of share-based incentive compensation 69,773 69,773 425 70,198

Dividend equivalents 9,441 ( 9,847 ) ( 406 ) ( 5,121 ) ( 5,527 )

Class A common stock dividends ($ 0.50 per share)

Common stock dividends ($ 0.50 per share)

( 43,715 ) ( 43,715 ) ( 43,715 )

Purchase of Class A common stock 85,035 ( 2,954 ) ( 2,954 ) ( 2,954 )

Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefit of $ 164

Purchase of common stock 564,692 ( 22,005 ) ( 22,005 ) ( 22,005 )

Delivery of common stock in connection with share-based incentive compensation and related tax expense of $ 764

( 193,080 ) ( 3,656,974 ) 135,443 ( 57,637 ) 1,241 ( 56,396 )

Contributions from noncontrolling interests,

Business acquisitions and related equity transactions:

Common stock issuable 1,235 1,235 1,235

Distributions to noncontrolling interests, net – ( 1,008 ) ( 1,008 )

LFI Consolidated Funds – – – ( 1,817 )

Balance - September 30, 2023 112,766,091 $ 1,128 $ 202,617 $ 1,388,508 $ ( 293,059 ) 25,356,940 $ ( 937,876 ) $ 361,318 $ 58,243 $ 419,561 $ 81,781

Balance - March 31, 2024 112,766,091 $ 1,128 $ 134,573 $ 1,384,829 $ ( 303,995 ) 22,248,005 $ ( 823,821 ) $ 392,714 $ 55,817 $ 448,531 $ 88,475

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2023

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2023

(dollars in thousands)

4 unchanged sentences

Income (Loss),

Net of Tax Class A

Net of Tax Common Stock

Held By Subsidiaries Total

12 unchanged sentences

Dividend equivalents 7,119 ( 7,367 ) ( 248 ) ( 4,839 ) ( 5,087 )

Class A common stock dividends ($ 1.50 per share)

Common stock dividends ($ 0.50 per share)

( 42,524 ) ( 42,524 ) ( 42,524 )

Purchase of Class A common stock 2,782,662 ( 102,051 ) ( 102,051 ) ( 102,051 )

Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefit of $ 254

Purchase of common stock 2,692,161 ( 98,925 ) ( 98,925 ) ( 98,925 )

Delivery of common stock in connection with share-based incentive compensation and related tax expense of $ 392

( 176,320 ) ( 3,364,092 ) 125,099 ( 51,221 ) 5,664 ( 45,557 )

Business acquisitions and related equity transactions:

Class A common stock issuable 1,775 1,775 1,775

Delivery of Class A common stock ( 1,533 ) ( 41,384 ) 1,533 - -

Common stock issuable 1,775 1,775 1,775

Delivery of common stock ( 1,533 ) ( 41,384 ) 1,533 – –

Distributions to noncontrolling interests, net – ( 1,992 ) ( 1,992 )

3 unchanged sentences

Distribution to redeemable noncontrolling interests ( 585,891 )

Reversal to net loss of amounts previously charged to additional

paid-in-capital and

noncontrolling interests

13,195 13,195 4,734 17,929

Reversal of deferred offering costs liability

14,087 14,087 6,038 20,125

Other ( 581 ) 5,240 ( 149 ) ( 730 ) ( 17 ) ( 747 )

Balance - September 30, 2023 112,766,091 $ 1,128 $ 202,617 $ 1,388,508 $ ( 293,059 ) 25,356,940 $ ( 937,876 ) $ 361,318 $ 58,243 $ 419,561 $ 81,781

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2022

(dollars in thousands)

Common Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss),

Net of Tax Class A

Held By Subsidiaries Total

Stockholders’

Equity Noncontrolling

Interests Total

Stockholders’

Equity Redeemable

Noncontrolling

Shares $ Shares $

Balance - July 1, 2022 112,766,091 $ 1,128 $ 71,918 $ 1,628,182 $ ( 290,029 ) 18,240,059 $ ( 695,537 ) $ 715,662 $ 111,295 $ 826,957 $ 575,710

Comprehensive income (loss):

Net income 105,797 105,797 13,253 119,050 3,742

Other comprehensive loss - net of tax ( 44,353 ) ( 44,353 ) - ( 44,353 )

Amortization of share-based incentive compensation 70,281 70,281 4,635 74,916

Dividend equivalents 5,100 ( 5,343 ) ( 243 ) ( 1,823 ) ( 2,066 )

Class A common stock dividends ($ 0.50 per share)

( 46,238 ) ( 46,238 ) ( 46,238 )

Purchase of Class A common stock 6,650,998 ( 236,990 ) ( 236,990 ) ( 236,990 )

Delivery of Class A common stock in

connection with share-based incentive

compensation and related tax benefit

( 19,685 ) ( 464,482 ) 17,513 ( 2,172 ) - ( 2,172 )

Distributions to noncontrolling interests, net - ( 17,420 ) ( 17,420 )

LFI Consolidated Funds - 6,702 6,702

Change in redemption value of redeemable noncontrolling interests 670 670 287 957 ( 957 )

Other ( 1,538 ) 7,661 ( 240 ) ( 1,778 ) ( 241 ) ( 2,019 )

Balance - September 30, 2022 112,766,091 $ 1,128 $ 126,746 $ 1,682,398 $ ( 334,382 ) 24,434,236 $ ( 915,254 ) $ 560,636 $ 116,688 $ 677,324 $ 578,495

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2022

(dollars in thousands)

Common Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss),

Net of Tax Class A

Held By Subsidiaries Total

Stockholders’

Equity Noncontrolling

Interests Total

Stockholders’

Equity Redeemable

Noncontrolling

Shares $ Shares $

Balance - January 1, 2022 112,766,091 $ 1,128 $ 144,729 $ 1,560,636 $ ( 223,847 ) 12,046,140 $ ( 507,426 ) $ 975,220 $ 102,744 $ 1,077,964 $ 575,000

Comprehensive income (loss):

Net income 315,153 315,153 11,017 326,170 9,248

Other comprehensive loss - net of tax ( 110,535 ) ( 110,535 ) ( 1 ) ( 110,536 )

Amortization of share-based incentive compensation 188,529 188,529 12,573 201,102

Dividend equivalents 13,189 ( 13,919 ) ( 730 ) ( 8,074 ) ( 8,804 )

Class A common stock dividends ($ 1.44 per share)

( 138,914 ) ( 138,914 ) ( 138,914 )

Purchase of Class A common stock 17,249,880 ( 612,175 ) ( 612,175 ) ( 612,175 )

Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefit of $ 6,604

( 222,190 ) ( 40,558 ) ( 4,869,445 ) 204,587 ( 58,161 ) 3,508 ( 54,653 )

Distributions to noncontrolling interests, net - ( 26,674 ) ( 26,674 )

LFI Consolidated Funds - 20,110 20,110

Change in redemption value of redeemable noncontrolling interests 4,027 4,027 1,726 5,753 ( 5,753 )

Reversal to net loss of amounts previously charged to additional paid-in-capital and noncontrolling interests 13,195 13,195 4,734 17,929

Reversal of deferred offering cost liability 14,087 14,087 6,038 20,125

Other – ( 17 ) ( 17 )

Balance - September 30, 2022 112,766,091 $ 1,128 $ 126,746 $ 1,682,398 $ ( 334,382 ) 24,434,236 $ ( 915,254 ) $ 560,636 $ 116,688 $ 677,324 $ 578,495

Balance - March 31, 2023 112,766,091 $ 1,128 $ 94,312 $ 1,604,650 $ ( 282,957 ) 26,100,898 $ ( 965,707 ) $ 451,426 $ 56,983 $ 508,409 $ 89,472

See notes to condensed consolidated financial statements.

2 unchanged sentences

ORGANIZATION AND BASIS OF PRESENTATION

Lazard Ltd, a Bermuda holding company, and its subsidiaries (collectively referred to as “Lazard Ltd”, “Lazard”, “we” or the “Company”), including Lazard Ltd’s indirect investment in Lazard Group LLC, a Delaware limited liability company (collectively referred to, together with its subsidiaries, as “Lazard Group”), is one of the world’s preeminent financial advisory and asset management firms that specializes in crafting solutions to the complex financial and strategic challenges of our clients.

We serve a diverse set of clients around the world, including corporations, governments, institutions, partnerships and individuals.

Lazard Ltd indirectly held 100 % of all outstanding Lazard Group common membership interests as of September 30, 2023 and December 31, 2022.

Lazard Ltd, through its control of the managing members of Lazard Group, controls Lazard Group, which as of December 31, 2022 was governed by an Amended and Restated Operating Agreement dated as of February 4, 2019.

Such operating agreement was subsequently amended and restated effective as of January 1, 2023 (as so amended and restated, the “Operating Agreement”).

Lazard Ltd’s primary operating asset is its indirect ownership of the common membership interests of, and managing member interests in, Lazard Group, whose principal operating activities are included in two business segments:

is one of the world’s preeminent financial advisory and asset management firms, incorporated in Delaware, that specializes in crafting solutions to the complex financial and strategic challenges of our clients.

We serve a diverse set of clients around the world, including corporations, governments, institutions, partnerships, family offices and individuals.

On January 1, 2024, Lazard completed its conversion (the “Conversion”) from an exempted company incorporated under the laws of Bermuda named Lazard Ltd to a U.S.

C-Corporation named Lazard, Inc.

Pursuant to the Conversion, each share of Lazard Ltd common stock was converted into one share of Lazard, Inc.

common stock.

References to “Lazard” or the “Company” refer to (i) Lazard, Inc.

and its subsidiaries following the Conversion and (ii) Lazard Ltd and its subsidiaries prior to the Conversion.

As the Conversion became effective on January 1, 2024, the accompanying financial statements and related notes as of December 31, 2023 and for the three months ended March 31, 2023 reflect Lazard as an exempted company incorporated under the laws of Bermuda named Lazard Ltd.

indirectly held 100 % of all outstanding common membership interests of Lazard Group LLC, a Delaware limited liability company (collectively referred to, together with its subsidiaries, as “Lazard Group”) as of March 31, 2024 and December 31, 2023.

Lazard, Inc., through its control of the managing members of Lazard Group, controls Lazard Group, which is governed by an Amended and Restated Operating Agreement that is effective as of January 1, 2023 (the “Operating Agreement”).

Lazard, Inc.’s primary operating asset is its indirect ownership of the common membership interests of, and managing member interests in, Lazard Group, whose principal operating activities are included in two business segments:

• Financial Advisory, which offers corporate, partnership, institutional, government, sovereign and individual clients across the globe a wide array of financial advisory services regarding strategic and mergers and acquisitions (“M&A”) advisory, capital markets advisory, shareholder advisory, restructuring and liability management, sovereign advisory, geopolitical advisory and other strategic advisory matters and capital raising and placement, and

• Asset Management, which offers a broad range of global investment solutions and investment and wealth management services in equity and fixed income strategies, asset allocation strategies, alternative investments and private equity funds to corporations, public funds, sovereign entities, endowments and foundations, labor funds, financial intermediaries and private clients.

In addition, we record selected other activities in our Corporate segment, including management of cash, investments, deferred tax assets, outstanding indebtedness, certain contingent obligations, and certain assets and liabilities associated with (i) Lazard Group’s Paris-based subsidiary, Lazard Frères Banque SA (“LFB”), and (ii) in 2022, a special purpose acquisition company that was sponsored by an affiliate of the Company, Lazard Growth Acquisition Corp.

In addition, we record selected other activities in our Corporate segment, including management of cash, investments, deferred tax assets, outstanding indebtedness and certain contingent obligations.

Basis of Presentation

The accompanying condensed consolidated financial statements of Lazard Ltd have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting.

The accompanying condensed consolidated financial statements of Lazard have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting.

Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in Lazard Ltd’s Annual Report on Form 10-K for the year ended December 31, 2022.

GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in Lazard, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

The accompanying December 31, 2023 unaudited condensed consolidated statement of financial condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S.

2 unchanged sentences

Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the condensed consolidated financial statements and the accompanying disclosures.

For example, discretionary compensation and benefits expense for interim periods is accrued based on the year-to-date amount of revenue earned, and an estimated annual ratio of compensation and benefits expense to revenue, with the applicable

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

amounts adjusted for certain items.

discretionary compensation and benefits expense for interim periods is accrued based on the year-to-date amount of revenue earned, and an estimated annual ratio of compensation and benefits expense to revenue, with the applicable amounts adjusted for certain items.

Although these estimates are based on management’s knowledge of current events and actions that Lazard may undertake in the future, actual results may differ materially from the estimates.

The consolidated results of operations for the three month and nine month periods ended September 30, 2023 are not indicative of the results to be expected for any future interim or annual period.

The condensed consolidated financial statements include Lazard Ltd and its subsidiaries including Lazard Group and Lazard Group’s principal operating subsidiaries:

The condensed consolidated results of operations for the three month period ended March 31, 2024 are not indicative of the results to be expected for any future interim or annual period.

The condensed consolidated financial statements include Lazard, Inc.

and its subsidiaries including Lazard Group and Lazard Group’s principal operating subsidiaries:

Lazard Frères & Co.

LLC (“LFNY”), a New York limited liability company, along with its subsidiaries, including Lazard Asset Management LLC and its subsidiaries (collectively referred to as “LAM”);

the French limited liability companies Compagnie Financière Lazard Frères SAS (“CFLF”), along with its subsidiaries, LFB and Lazard Frères Gestion SAS (“LFG”), and Maison Lazard SAS and its subsidiaries;

the French limited liability companies Compagnie Financière Lazard Frères SAS (“CFLF”), along with its subsidiaries, Lazard Frères Banque SA (“LFB”) and Lazard Frères Gestion SAS (“LFG”), and Maison Lazard SAS and its subsidiaries;

and Lazard & Co., Limited (“LCL”), through Lazard & Co., Holdings Limited (“LCH”), an English private limited company, together with their jointly owned affiliates and subsidiaries.

6 unchanged sentences

Lazard Growth Acquisition Corp.

In February 2021, LGAC consummated its $ 575,000 initial public offering (the “LGAC IPO”).

LGAC is a dormant special purpose acquisition company, that was incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

In February 2021, Lazard Growth Acquisition Corp.

I (“LGAC”) consummated its $ 575,000 initial public offering (the “LGAC IPO”).

LGAC was a special purpose acquisition company, that was incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

LGACo 1 LLC, a Delaware series limited liability company and the Company’s subsidiary, was the sponsor of LGAC.

LGAC is considered to be a VIE.

The Company holds a controlling financial interest in LGAC through the sponsor’s ownership of Class B founder shares of LGAC.

As a result, both LGAC and the sponsor are consolidated in the Company’s financial statements.

The proceeds from the LGAC IPO of $ 575,000 were held in a trust account, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds in the trust account to the LGAC shareholders in connection with the redemption of LGAC’s Class A ordinary shares, subject to certain conditions.

The cash held in the trust account was recorded in “restricted cash” on the condensed consolidated statements of financial condition as of December 31, 2022.

Transaction costs, which consisted of a net underwriting fee of $ 8,500 , $ 20,125 of non-cash deferred underwriting fees (included in “other liabilities” on the condensed consolidated statements of financial condition as of December 31, 2022) and $ 852 of other offering costs, were charged against the gross proceeds of the LGAC IPO.

“Redeemable noncontrolling interests” of $ 583,471 associated with the publicly held LGAC Class A ordinary shares were recorded on the Company’s condensed consolidated statements of financial condition as of December 31, 2022 at redemption value and classified as temporary equity.

Changes in redemption value are recognized immediately as they occur and will adjust the carrying value of redeemable noncontrolling interests to equal the redemption value at the end of

LGAC was considered to be a VIE.

The Company held a controlling financial interest in LGAC through the sponsor’s ownership of Class B founder shares of LGAC.

As a result, both LGAC and the sponsor were consolidated in the Company’s financial statements.

“Redeemable noncontrolling interests” of $ 583,471 associated with the publicly held LGAC Class A ordinary shares were recorded on the Company’s consolidated statements of financial condition as of December 31, 2022 at redemption value and classified as temporary equity.

Changes in redemption value were recognized immediately as they occurred and adjusted the carrying value of redeemable noncontrolling interests to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable noncontrolling interests were affected by credits or charges to additional paid-in-capital and noncontrolling interests attributable to certain members of LGACo 1 LLC based on pro rata ownership.

On February 23, 2023, LGAC redeemed all of its outstanding publicly held Class A ordinary shares as a result of LGAC not consummating a Business Combination within the time period required by its amended and restated memorandum and articles of association resulting in the distribution of $ 585,891 of the cash held in the trust account to the LGAC shareholders.

The Company recognized $ 17,929 of losses on the liquidation of LGAC in “revenue-other” on the

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

each reporting period.

Increases or decreases in the carrying amount of redeemable noncontrolling interests shall be affected by credits or charges to additional paid-in-capital and noncontrolling interests attributable to certain members of LGACo 1 LLC based on pro rata ownership.

The warrants exercisable for LGAC Class A ordinary shares that were issued in connection with the LGAC IPO (the “LGAC Warrants”) meet the definition of a liability under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815 and were classified as derivative liabilities which were remeasured at fair value at each balance sheet date until exercised or cancelled, with changes in fair value reported to earnings.

The Company recognized $ 17,929 of losses on the liquidation of LGAC in “revenue-other” on the condensed consolidated statement of operations for the nine month period ended September 30, 2023.

In addition, the $ 20,125 of non-cash deferred underwriting fees noted above was no longer probable of being incurred and therefore was reversed from other liabilities to additional paid-in-capital.

condensed consolidated statement of operations for the three month period ended March 31, 2023.

In addition, the $ 20,125 of non-cash deferred underwriting fees was no longer probable of being incurred and therefore was reversed from other liabilities to additional paid-in-capital.

There were no redemption rights or liquidating distributions with respect to the LGAC warrants.

RECENT ACCOUNTING DEVELOPMENTS

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures —In November 2023, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about each reportable segment’s expenses.

The amendments include new annual and interim disclosure requirements primarily related to significant segment expenses, reportable segments’ profit or loss, and information on the chief operating decision maker.

The new guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The amendments shall be applied retrospectively to all prior periods presented in the consolidated financial statements.

The Company is currently evaluating the new guidance.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures —In December 2023, the FASB issued an accounting standard update to enhance the transparency and decision usefulness of income tax disclosures.

The amendments include new annual disclosure requirements related to the rate reconciliation, information about income taxes paid, and disaggregated information on pre-tax income or loss and income tax expense from continuing operations.

The amendments also eliminated certain disclosure requirements.

The new guidance is effective for annual periods beginning after December 15, 2024, and shall be applied on a prospective basis.

The Company is currently evaluating the new guidance.

Compensation – Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards — In March 2024, the FASB issued an accounting standard update that provides guidance in determining whether profits interest and similar awards should be accounted for as share-based arrangements within the scope of Topic 718.

The amendments are effective for annual periods beginning after December 15, 2024, and shall be applied either retrospectively or prospectively.

The Company is currently evaluating the new guidance.

REVENUE RECOGNITION

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Financial Advisory (a) $ 453,507 $ 277,574

7 unchanged sentences

Retainer fees are generally fixed and recognized over the period in which the advisory services are performed.

However, transaction announcement and transaction completion fees are variable and subject to constraints, and they are typically not recognized until there is an announcement date or a completion date, respectively, due to the uncertainty associated with those events.

However, transaction

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

announcement and transaction completion fees are variable and subject to constraints, and they are typically not recognized until there is an announcement date or a completion date, respectively, due to the uncertainty associated with those events.

Therefore, in any given period, advisory fees recognized for certain transactions may relate to services performed in prior periods.

3 unchanged sentences

Consideration for these management services generally includes management fees, which are based on assets under management and recognized over the period in which the management services are performed.

The selling or distribution of fund interests is a separate performance obligation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

within management fees and other, and the benefits of such services are transferred to the Company’s clients at the point in time that such fund interests are sold or distributed.

The selling or distribution of fund interests is a separate performance obligation within management fees and other, and the benefits of such services are transferred to the Company’s clients at the point in time that such fund interests are sold or distributed.

7 unchanged sentences

Excluded variable consideration typically relates to contracts with a duration of one year or less, and is generally constrained due to uncertainties.

Therefore, when applying the practical expedients, amounts related to remaining performance obligations are not material to the Company’s financial statements.

At March 31, 2024, the Company had deferred revenue of $ 136,272 included in “other liabilities” on the condensed consolidated statements of financial condition.

During the three months ended March 31, 2024, the Company recognized $ 5,676 in revenue that was included in the deferred revenue balance as of December 31, 2023 of $ 140,417 .

RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

The Company’s receivables represent fee receivables, amounts due from customers and other receivables.

Where applicable, receivables are stated net of an estimated allowance for credit losses determined in accordance with the current expected credit losses (“CECL”) model, for general credit risk of the overall portfolio and for specific accounts deemed uncollectible, which may include situations where a fee is in dispute.

Of the Company’s fee receivables at September 30, 2023 and December 31, 2022, $ 115,379 and $ 97,964 , respectively, represented financing receivables for our Private Capital Advisory fees.

At September 30, 2023 and December 31, 2022, customers and other receivables included $ 89,753 and $ 128,890 , respectively, of customer loans, which are fully collateralized and monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans as of both September 30, 2023 and December 31, 2022.

The aggregate carrying amount of other fees and customers and other receivables was $ 427,001 and $ 425,904 at September 30, 2023 and December 31, 2022, respectively.

Activity in the allowance for credit losses for the three month and nine month periods ended September 30, 2023 and 2022 was as follows:

Where applicable, receivables are stated net of an estimated allowance for credit losses determined in accordance with the CECL model.

Of the Company’s fee receivables at March 31, 2024 and December 31, 2023, $ 98,834 and $ 113,929 , respectively, represented financing receivables for our Private Capital Advisory fees.

At March 31, 2024 and December 31, 2023, customers and other receivables included $ 81,911 and $ 86,412 , respectively, of customer loans provided by LFB to high net worth individuals and families , which are fully collateralized and monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans as of both March 31, 2024 and December 31, 2023.

The aggregate carrying amount of other fees and customers and other receivables was $ 569,738 and $ 561,978 at March 31, 2024 and December 31, 2023, respectively.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Activity in the allowance for credit losses for the three month periods ended March 31, 2024 and 2023 was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Beginning Balance $ 28,503 $ 17,738

Bad debt expense, net of reversals 4,998 7,825

Charge-offs, foreign currency translation and other adjustments ( 8,282 ) ( 15,517 ) ( 9,944 ) ( 18,661 )

Charge-offs ( 3,223 ) ( 843 )

Foreign currency translation and other adjustments ( 192 ) 209

Ending Balance $ 30,086 $ 24,929

Bad debt expense, net of reversals represents the current period provision of expected credit losses and is included in “operating expenses-other” on the condensed consolidated statements of operations.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The allowance for credit losses is substantially all related to M&A and Restructuring fee receivables and other receivables.

The Company’s investments consist of the following at September 30, 2023 and December 31, 2022:

September 30,

The allowance for credit losses is substantially all related to Financial Advisory fee receivables and other receivables.

The Company’s investments consist of the following at March 31, 2024 and December 31, 2023:

2024 December 31,

Debt $ 546 $ 4,285

Equities 40,659 43,889

Equity 59,148 54,717

Alternative investments (a) 59,418 61,680

2 unchanged sentences

Private equity 47,357 46,818

612,740 639,607

Total funds 560,921 642,962

Investments, at fair value $ 620,615 $ 701,964

Equity method investments - 15,481

Total investments $ 657,880 $ 698,977

___________________________________

(a) Interests in alternative investment funds, debt funds and equity funds include investments, including those held by LFI Consolidated Funds (see Note 20), with fair values of $ 27,145 , $ 168,624 and $ 262,223 , respectively, at September 30, 2023 and $ 24,137 , $ 142,632 and $ 266,528 , respectively, at December 31, 2022, held in order to satisfy the Company’s obligation upon vesting of previously granted Lazard Fund Interests (“LFI”) and other similar deferred compensation arrangements.

(a) Interests in alternative investment funds, debt funds and equity funds include investments, including those held by LFI Consolidated Funds (see Note 21), with fair values of $ 23,912 , $ 140,132 and $ 235,299 , respectively, at March 31, 2024 and $ 27,454 , $ 175,449 and $ 284,099 , respectively, at December 31, 2023, held in order to satisfy the Company’s obligation upon vesting of previously granted Lazard Fund Interests (“LFI”) and other similar deferred compensation arrangements.

LFI represent grants by the Company to eligible employees of interests in a number of Lazard-managed funds, subject to service-based vesting conditions (see Notes 7 and 13).

Debt primarily consists of U.S.

Treasury securities with original maturities at time of purchase of greater than three months and less than one year .

Equities primarily consist of investments in marketable equity securities of large-, mid- and small-cap domestic, international and global companies held within separately managed accounts to seed strategies and funds in our Asset Management business.

Debt securities primarily consists of investments in government securities held within separately managed accounts in order to seed strategies in our Asset Management business.

Equity securities primarily consist of investments in marketable equity securities of large-, mid- and small-cap domestic, international and global companies held within separately managed accounts in order to seed strategies in our Asset Management business.

Alternative investment funds primarily consist of interests in various Lazard-managed hedge funds, funds of funds and mutual funds.

Such amounts primarily consist of investments in funds to seed strategies and funds in our Asset Management business and amounts related to LFI discussed above.

Debt funds primarily consist of investments in funds to seed strategies and funds in our Asset Management business that invest in debt securities, amounts related to LFI discussed above and an investment in a Lazard-managed debt fund.

Equity funds primarily consist of investments in funds to seed strategies and funds in our Asset Management business that invest in equity securities, and amounts related to LFI discussed above.

Such amounts primarily consist of investments in funds in order to seed strategies in our Asset Management business, and amounts related to LFI discussed above.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Debt funds primarily consist of investments in debt securities in order to seed strategies in our Asset Management business, amounts related to LFI discussed above and an investment in a Lazard-managed debt fund.

Equity funds primarily consist of investments in equity securities in order to seed strategies in our Asset Management business, and amounts related to LFI discussed above.

Private equity investments include those owned by Lazard and those consolidated but not owned by Lazard.

1 unchanged sentence

Such investments primarily include (i) Edgewater Growth Capital Partners III, L.P.

(“EGCP III”), a fund primarily making equity and buyout investments in middle market companies, (ii) a fund targeting significant noncontrolling-stake

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

investments in established private companies and (iii) a seed investment in a fund that invests in sustainable private infrastructure opportunities.

(“EGCP III”), a fund primarily making equity and buyout investments in middle market companies, (ii) a fund targeting significant noncontrolling-stake investments in established private companies and (iii) a seed investment in a fund that invests in sustainable private infrastructure opportunities.

Private equity investments consolidated but not owned by Lazard relate to the economic interests that are owned by the management team and other investors in the Edgewater Funds (“Edgewater”).

Equity method investments represent certain partnership interests accounted for under the equity method of accounting.

During the three month and nine month periods ended September 30, 2023 and 2022, the Company reported in “revenue-other” on its condensed consolidated statements of operations net unrealized investment gains and losses pertaining to equity securities and trading debt securities still held as of the reporting date as follows:

During the three month periods ended March 31, 2024 and 2023, the Company reported in “revenue-other” on its condensed consolidated statements of operations net unrealized investment gains and losses pertaining to equity securities and trading debt securities still held as of the reporting date as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Net unrealized investment gains (losses) $ ( 23,879 ) $ ( 31,093 ) $ 14,551 $ ( 134,091 )

Net unrealized investment gains $ 11,001 $ 24,787

FAIR VALUE MEASUREMENTS

5 unchanged sentences

Items included in Level 3 include securities or other financial assets whose trading volume and level of activity have significantly decreased when compared with normal market activity and there is no longer sufficient frequency or volume to provide pricing information on an ongoing basis.

The fair value of debt is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets, or Level 2 when based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

The fair value of equities is classified as Level 1 or Level 3 as follows:

The fair value of debt securities, including instruments reported as either cash and cash equivalents or investments, is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets.

The fair value of equity securities is classified as Level 1 or Level 3 as follows:

marketable equity securities are classified as Level 1 and are valued based on the last trade price on the primary exchange for that security as provided by external pricing services;

1 unchanged sentence

The fair value of investments in alternative investment funds, debt funds and equity funds is classified as Level 1 when the fair values are based on the publicly reported closing price for the fund, or Level 2 when based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

The fair value of investments in certain private equity funds is classified as Level 3 for (i) certain investments that are valued based on the potential transaction value and (ii) when the acquisition price is considered the best measure of fair value.

The fair value of securities sold, not yet purchased, is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The fair value of the contingent consideration liability is classified as Level 3 and the fair value of the liability is remeasured at each reporting period.

The fair value of securities sold, not yet purchased, is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets.

The fair value of the contingent consideration liability is classified as Level 3.

The contingent consideration liability is initially recorded at fair value on the acquisition date and is included in “other liabilities” on the condensed consolidated statements of financial condition.

The fair value of the contingent consideration liability is remeasured at each reporting period.

The inputs used to derive the fair value of the contingent consideration include the application of probabilities when assessing certain performance thresholds for the relevant periods.

Any change in the fair value is recognized in “amortization and other acquisition-related costs” in the condensed consolidated statement of operations.

Any change in the fair value is recognized in “amortization and other acquisition-related costs” in the condensed consolidated statements of operations.

Our business acquisitions may involve the potential payment of contingent consideration upon the achievement of certain performance thresholds.

The contingent consideration liability is initially recorded at fair value of the contingent payments on the acquisition date and is included in “other liabilities” on the condensed consolidated statements of financial condition.

The fair value of derivatives entered into by the Company and classified as Level 1 is based on the listed market price of such instruments.

The fair value of derivatives entered into by the Company and classified as Level 2 is based on the values of the related underlying assets, indices or reference rates as follows:

The fair value of derivatives classified as Level 2 is based on the values of the related underlying assets, indices or reference rates as follows:

the fair value of forward foreign currency exchange rate contracts is a function of the spot rate and the interest rate differential of the two currencies from the trade date to settlement date;

5 unchanged sentences

The Company’s investments valued at NAV as a practical expedient in (i) alternative investment funds, debt funds and equity funds are redeemable in the near term, and (ii) private equity funds are not redeemable in the near term as a result of redemption restrictions.

The following tables present, as of September 30, 2023 and December 31, 2022, the classification of (i) investments and certain other assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy and (ii) investments measured at NAV or its equivalent as a practical expedient:

September 30, 2023

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following tables present, as of March 31, 2024 and December 31, 2023, the classification of (i) investments and certain other assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy and (ii) investments measured at NAV or its equivalent as a practical expedient:

March 31, 2024

Level 1 Level 2 Level 3 NAV Total

Cash and cash equivalents:

treasury securities $ 164,589 $ – $ – $ – $ 164,589

Debt – 546 – – 546

Equities 40,119 - 540 - 40,659

Equity 58,673 – 475 – 59,148

Alternative investments 12,263 – – 47,155 59,418

8 unchanged sentences

Total $ 6,166 $ 286,036 $ 4,336 $ – $ 296,538

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

December 31, 2023

Level 1 Level 2 Level 3 NAV Total

Equities $ 43,243 $ - $ 646 $ - $ 43,889

Debt $ 4,285 $ – $ – $ – $ 4,285

Equity 54,224 – 493 – 54,717

Alternative investments 15,676 – – 46,004 61,680

5 unchanged sentences

Securities sold, not yet purchased $ 4,809 $ – $ – $ – $ 4,809

Contingent consideration liability – – 6,583 – 6,583

Derivatives – 368,673 – – 368,673

Total $ 4,809 $ 368,673 $ 6,583 $ – $ 380,065

The following tables provide a summary of changes in fair value of the Company’s Level 3 assets and liabilities for the three month and nine month periods ended September 30, 2023 and 2022:

Three Months Ended September 30, 2023

Net Unrealized/

Earnings (a) Purchases/

Issuances Sales/

Settlements Foreign

Adjustments Ending

Equities $ 642 $ ( 95 ) $ - $ - $ ( 7 ) $ 540

Private equity funds 268 - - - ( 7 ) 261

Total Level 3 assets $ 910 $ ( 95 ) $ - $ - $ ( 14 ) $ 801

Contingent consideration liability $ 6,422 $ 81 $ - $ - $ - $ 6,503

Total Level 3 liabilities $ 6,422 $ 81 $ - $ - $ - $ 6,503

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Nine Months Ended September 30, 2023

Balance Net Unrealized/

Earnings (a) Purchases/Acquisitions/

Issuances Sales/

Transfers (b) Foreign

Adjustments Ending

Equities $ 646 $ ( 81 ) $ - $ - $ ( 25 ) $ 540

Private equity funds 18,772 - - ( 18,508 ) ( 3 ) 261

Total Level 3 assets $ 19,418 $ ( 81 ) $ - $ ( 18,508 ) $ ( 28 ) $ 801

Contingent consideration liability (c) $ - $ 194 $ 7,754 $ ( 1,445 ) $ - $ 6,503

Total Level 3 liabilities $ - $ 194 $ 7,754 $ ( 1,445 ) $ - $ 6,503

Three Months Ended September 30, 2022

The following tables provide a summary of changes in fair value of the Company’s Level 3 assets and liabilities for the three month periods ended March 31, 2024 and 2023:

Three Months Ended March 31, 2024

Balance Net Unrealized/

3 unchanged sentences

Adjustments Ending

Equities $ 542 $ 28 $ - $ - $ ( 41 ) $ 529

Equity $ 493 $ – $ – $ – $ ( 18 ) $ 475

Private equity funds 273 – – – ( 6 ) 267

Total Level 3 assets $ 766 $ – $ – $ – $ ( 24 ) $ 742

Nine Months Ended September 30, 2022

Contingent consideration

liability (b) $ 6,583 $ 53 $ – $ ( 2,300 ) $ – $ 4,336

Total Level 3 liabilities $ 6,583 $ 53 $ – $ ( 2,300 ) $ – $ 4,336

Three Months Ended March 31, 2023

Balance Net Unrealized/

Earnings (a) Purchases/

Earnings (a) Purchases/Acquisitions/

Issuances Sales/

1 unchanged sentence

Adjustments Ending

Equities $ 578 $ 35 $ - $ - $ ( 84 ) $ 529

Equity $ 646 $ 1 $ – $ – $ ( 13 ) $ 634

Private equity funds 18,772 – – – 367 19,139

Total Level 3 assets $ 19,418 $ 1 $ – $ – $ 354 $ 19,773

Contingent consideration

liability (b) $ – $ 33 $ 7,754 $ ( 1,445 ) $ – $ 6,342

Total Level 3 liabilities $ – $ 33 $ 7,754 $ ( 1,445 ) $ – $ 6,342

__________________________________

(a) Earnings recorded in “other revenue” for investments in Level 3 assets for the three month and nine month periods ended September 30, 2023 and 2022 include net unrealized gains (losses) of $( 76 ), $( 62 ), $ 28 and $ 35 , respectively.

Unrealized losses of $ 81 and $ 194 were recorded in “amortization and other acquisition-related costs” for the contingent consideration liability for the three month and nine month periods ended September 30, 2023.

(b) Transfers out of Level 3 private equity funds in the nine month period ended September 30, 2023 reflect investments valued at NAV as of September 30, 2023.

(a) Unrealized losses of $ 53 and $ 33 were recorded in “ amortization and other acquisition-related costs ” for the contingent consideration liability for the three month periods ended March 31, 2024 and 2023, respectively.

(b) For the three month period ended March 31, 2023, acquisitions represent the initial recognition of the contingent consideration liability (noncash transaction).

Settlements for the three month periods ended March 31, 2024 and 2023 represent aggregate cash and noncash settlement of contingent consideration after the acquisition date.

There were no transfers into or out of Level 3 within the fair value hierarchy during the three month periods ended March 31, 2024 and 2023.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

(c) For the nine month period ended September 30, 2023, acquisitions represent the initial recognition of the contingent consideration liability (noncash transaction), and settlements represent aggregate cash and noncash settlement of contingent consideration after the acquisition date.

There were no other transfers into or out of Level 3 within the fair value hierarchy during the three month and nine month periods ended September 30, 2023 and 2022.

The following tables present, at September 30, 2023 and December 31, 2022, certain investments that are valued using NAV or its equivalent as a practical expedient in determining fair value:

September 30, 2023

The following tables present, at March 31, 2024 and December 31, 2023, certain investments that are valued using NAV or its equivalent as a practical expedient in determining fair value:

March 31, 2024

Investments Redeemable

34 unchanged sentences

(b) daily ( 4 %) and monthly ( 96 %)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

3 unchanged sentences

(f) Distributions from each fund will be received as the underlying investments of the funds are liquidated.

Investment Capital Funding Commitments —At September 30, 2023, the Company’s maximum unfunded commitments for capital contributions to investment funds primarily arose from commitments to EGCP III, which amounted to $ 5,028 .

The investment period for EGCP III ended on October 12, 2016, after which point the Company’s obligation to fund capital contributions for new investments in EGCP III expired.

The Company remains obligated until October 12, 2023 (or any earlier liquidation of EGCP III) to make capital contributions necessary to fund follow-on investments and to pay for fund expenses.

The tables below present the fair value of the Company’s derivative instruments reported within “other assets” and “other liabilities” and the fair value of the Company’s derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements reported within “accrued compensation and benefits” (see Note 12) on the accompanying condensed consolidated statements of financial condition as of September 30, 2023 and December 31, 2022.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The tables below present the fair value of the Company’s derivative instruments reported within “other assets” and “other liabilities” and the fair value of the Company’s derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements reported within “accrued compensation and benefits” (see Note 13) on the accompanying condensed consolidated statements of financial condition as of March 31, 2024 and December 31, 2023.

Notional amounts provide an indication of the volume of the Company's derivative activity.

Derivative assets and liabilities, as well as the related cash collateral from the same counterparty, have been netted on the condensed consolidated statements of financial condition where the Company has obtained an appropriate legal opinion with respect to the master netting agreement.

Where such a legal opinion has not been either sought or obtained, amounts are not eligible for netting on the condensed consolidated statements of financial condition, and those derivative assets and liabilities are shown separately in the table below.

Derivative assets and liabilities, as well as the related cash collateral from the same counterparty, have been netted on the condensed consolidated statements of financial condition where the Company has a right to set off under an enforceable master netting agreement.

In addition to the cash collateral received and transferred that is presented on a net basis with derivative assets and liabilities, the Company receives and transfers additional securities and cash collateral.

These amounts mitigate counterparty credit risk associated with the Company’s derivative instruments, but are not eligible for net presentation on the condensed consolidated statements of financial condition.

September 30, 2023

March 31, 2024

Derivative Assets Derivative Liabilities

8 unchanged sentences

Net derivatives in "other assets" and "other liabilities" 3,257 286,036

Amounts not netted (a):

Amounts not netted on the statement of financial

condition (a):

Cash collateral – ( 811 )

8 unchanged sentences

Total return swaps and other 133 4,478 12,290 117,139

LGAC Warrants - - 115 11,500

LFI and other similar deferred compensation arrangements – – 365,420 352,891

4 unchanged sentences

Net derivatives in "other assets" and "other liabilities" 2,789 368,673

Amounts not netted (a):

Amounts not netted on the statement of financial

condition (a):

Cash collateral – ( 243 )

3 unchanged sentences

(a) Amounts are subject to master netting arrangements but do not meet the criteria for netting on the condensed consolidated statements of financial condition under U.S.

For some counterparties, the collateral amounts of securities and cash collateral pledged may exceed the derivative assets and derivative liabilities balances.

Where this is the case, the total amount reported is limited to the net derivative assets and net derivative liabilities balances with that counterparty.

Net gains (losses) with respect to derivative instruments (included in “revenue-other”) and the Company’s derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements (included in “compensation and benefits” expense) as reflected on the accompanying condensed consolidated statements of operations for the three month and nine month periods ended September 30, 2023 and 2022, were as follows:

For some counterparties, the amounts of securities and cash collateral pledged may exceed the derivative assets and derivative liabilities balances.

Where this is the case, the amount of collateral offset within net derivatives is limited to the net derivative assets and net derivative liabilities balances with that counterparty.

Net gains (losses) with respect to derivative instruments (included in “revenue-other”) and the Company’s derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements (included in “compensation and benefits” expense) as reflected on the accompanying condensed consolidated statements of operations for the three month periods ended March 31, 2024 and 2023, were as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Forward foreign currency exchange rate contracts $ 1,331 $ 94

3 unchanged sentences

Total $ ( 14,406 ) $ ( 22,654 )

See Note 1 for additional information on LGAC Warrants.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

1 unchanged sentence

PROPERTY, NET

At September 30, 2023 and December 31, 2022, property consisted of the following:

Life in Years September 30,

At March 31, 2024 and December 31, 2023, property consisted of the following:

Life in Years March 31,

2024 December 31,

Buildings 33 $ 163,900 $ 135,103

Leasehold improvements 3 - 20

Buildings (a) 33 $ 167,135 $ 170,830

Leasehold improvements (a) 3 - 20

233,243 233,732

3 unchanged sentences

Total 647,219 647,063

Less - Accumulated depreciation and amortization 405,811 395,109

Less - Accumulated depreciation and amortization (a) 419,680 414,547

Property, net $ 227,539 $ 232,516

________________________

(a) The Company classified assets relating to an owned office building as held for sale as of March 31, 2024 and December 31, 2023, the carrying amount of which was $ 71,343 and $ 72,921 (net of accumulated depreciation), respectively.

The owned office building is available for immediate sale in its present condition and the Company expects the owned office building to be sold during 2024.

The property held for sale is reported within the Corporate segment.

Effective January 1, 2024, depreciation expense is no longer being recorded on this asset.

In addition, a $ 6,550 receivable (included in “other assets”) related to operating lease income on the owned office building is classified as held for sale as of March 31, 2024 and December 31, 2023 .

GOODWILL AND OTHER INTANGIBLE ASSETS

The components of goodwill and other intangible assets at September 30, 2023 and December 31, 2022 are presented below:

September 30,

The components of goodwill and other intangible assets at March 31, 2024 and December 31, 2023 are presented below:

2024 December 31,

2 unchanged sentences

$ 394,113 $ 394,928

At September 30, 2023 and December 31, 2022, goodwill of $ 312,779 and $ 312,699 , respectively, was attributable to the Company’s Financial Advisory segment and, goodwill of $ 81,270 and $ 64,541 , respectively, was attributable to the Company’s Asset Management segment.

Changes in the carrying amount of goodwill for the nine month periods ended September 30, 2023 and 2022 are as follows:

Nine Months Ended

September 30,

Changes in the carrying amount of goodwill for the three month periods ended March 31, 2024 and 2023 are as follows:

Three Months Ended March 31,

Financial Advisory Asset Management Total Financial Advisory Asset Management Total

Balance, January 1 $ 313,628 $ 81,270 $ 394,898 $ 312,699 $ 64,541 $ 377,240

1 unchanged sentence

Foreign currency translation adjustments ( 800 ) – ( 800 ) 239 – 239

Balance, September 30 $ 394,049 $ 375,784

The acquisition in the nine month period ended September 30, 2023 was attributable to the Company’s Asset Management segment.

All other changes in the carrying amount of goodwill for the nine month periods ended September 30, 2023 and 2022 are attributable to the Company’s Financial Advisory segment.

Amortization expense of intangible assets, included in “amortization and other acquisition-related costs” in the condensed consolidated statements of operations, for both the three month and nine month periods ended September 30, 2023 and 2022 was $ 15 and $ 45 , respectively.

Balance, March 31 $ 312,828 $ 81,270 $ 394,098 $ 312,938 $ 81,247 $ 394,185

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Senior debt is comprised of the following as of September 30, 2023 and December 31, 2022:

Senior debt is comprised of the following as of March 31, 2024 and December 31, 2023:

Outstanding as of

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Amount Maturity

Rate(a) Principal Unamortized

Rate(b) Principal Unamortized

Debt Costs Carrying

1 unchanged sentence

Debt Costs Carrying

Notes $ 400,000 2/13/25 3.75 % $ 400,000 $ 649 $ 399,351 $ 400,000 $ 1,003 $ 398,997

Notes 300,000 3/1/27 3.625 % 300,000 1,333 298,667 300,000 1,625 298,375

Notes 500,000 9/19/28 4.50 % 500,000 4,225 495,775 500,000 4,864 495,136

Notes 500,000 3/11/29 4.375 % 500,000 4,214 495,786 500,000 4,794 495,206

Lazard Group 2025 Senior Notes (a) $ 400,000 2/13/25 3.75 % $ 164,347 $ 170 $ 164,177 $ 400,000 $ 531 $ 399,469

Lazard Group 2027 Senior Notes 300,000 3/1/27 3.625 % 300,000 1,138 298,862 300,000 1,235 298,765

Lazard Group 2028 Senior Notes 500,000 9/19/28 4.50 % 500,000 3,799 496,201 500,000 4,012 495,988

Lazard Group 2029 Senior Notes 500,000 3/11/29 4.375 % 500,000 3,828 496,172 500,000 4,022 495,978

Lazard Group 2031 Senior Notes (a) 400,000 3/15/31 6.00 % 400,000 3,968 396,032 – – –

Total $ 1,864,347 $ 12,903 $ 1,851,444 $ 1,700,000 $ 9,800 $ 1,690,200

__________________________

(a) The effective interest rates of Lazard Group’s 3.75 % senior notes due February 13, 2025 (the “2025 Notes”), Lazard Group’s 3.625 % senior notes due March 1, 2027 (the “2027 Notes”), Lazard Group’s 4.50 % senior notes due September 19, 2028 (the “2028 Notes”) and Lazard Group’s 4.375 % senior notes due March 11, 2029 (the “2029 Notes”) are 3.87 %, 3.76 %, 4.67 % and 4.53 %, respectively.

The Company’s senior debt at September 30, 2023 and December 31, 2022 is carried at their principal balances outstanding, net of unamortized debt costs.

At those dates, the fair value of such senior debt was approximately $ 1,586,000 and $ 1,602,000 , respectively.

(a) In March 2024, Lazard Group completed an offering of $ 400,000 aggregate principal amount of 6.00 % senior notes due 2031.

Interest on the 2031 Notes is payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2024.

Lazard Group used a portion of the net proceeds from the 2031 Notes to purchase in a tender offer $ 235,653 aggregate principal amount of the 2025 Notes.

(b) The effective interest rates of the 2025 Notes, the 2027 Notes, the 2028 Notes, the 2029 Notes and the 2031 Notes are 3.79 %, 3.76 %, 4.67 %, 4.53 % and 6.14 %, respectively.

The Company’s senior debt is carried at its principal amount outstanding, net of unamortized debt costs.

At March 31, 2024 and December 31, 2023, the fair value of such senior debt was approximately $ 1,815,000 and $ 1,652,000 , respectively.

The fair value of the Company’s senior debt is based on market quotations.

4 unchanged sentences

The Second Amended and Restated Credit Agreement contains certain covenants, events of default and other customary provisions, including customary benchmark-replacement mechanics.

At September 30, 2023 and December 31, 2022, no amounts were outstanding under the Second Amended and Restated Credit Agreement and the Previous Credit Agreement, respectively.

As of September 30, 2023, the Company had approximately $ 209,000 in unused lines of credit available to it, including the credit facility provided under the Second Amended and Restated Credit Agreement.

As of March 31, 2024, the Company had approximately $ 209,200 in unused lines of credit available to it, including the credit facility provided under the Second Amended and Restated Credit Agreement.

The Second Amended and Restated Credit Agreement and the indenture and the supplemental indentures relating to Lazard Group’s senior notes contain certain covenants, events of default and other customary provisions, including a customary make-whole provision in the event of early redemption, where applicable.

As of September 30, 2023, the Company was in compliance with such provisions.

As of March 31, 2024, the Company was in compliance with such provisions.

All of the Company’s senior debt obligations are unsecured.

2 unchanged sentences

COMMITMENTS AND CONTINGENCIES

Guarantees —A subsidiary of LAM guaranteed a revolving credit facility of an unconsolidated fund expiring on October 1, 2023.

At September 30, 2023, the maximum amount of future payments under such guarantee is $ 10,000 .

Other Commitments —From time to time, LFB and LFNY may enter into underwriting commitments in which they will participate as an underwriter.

At September 30, 2023, LFB and LFNY had no such underwriting commitments.

See Notes 5 and 13 for information regarding commitments relating to investment capital funding commitments and obligations to fund our pension plans, respectively.

Commitments —See Notes 6 and 14 for information regarding commitments relating to investment capital funding commitments and obligations to fund our pension plans, respectively.

The fulfillment of the commitments described herein should not have a material adverse effect on the Company’s condensed consolidated financial position or results of operations.

5 unchanged sentences

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Share Repurchase Program —Since 2021 and through the nine month period ended September 30, 2023, the Board of Directors of Lazard authorized the repurchase of Lazard Ltd Class A common stock (“common stock”), the only class of common stock of Lazard outstanding as set forth in the table below:

Share Repurchase Program —The Board of Directors of Lazard authorized the repurchase of Lazard, Inc.

common stock (“common stock”) as set forth in the table below:

Date Repurchase

Authorization Expiration

April 2021 $ 300,000 December 31, 2022

February 2022 $ 300,000 December 31, 2024

July 2022 $ 500,000 December 31, 2024

The Company expects that the share repurchase program will continue to be used to offset a portion of the shares that have been or will be issued under the Lazard Ltd 2018 Incentive Compensation Plan, as amended (the “2018 Plan”).

The Company’s purchases under the share repurchase program over time are used to offset most or all of the shares that have been or will be issued under Lazard’s 2018 Incentive Compensation Plan, as amended (the “2018 Plan”).

Pursuant to the share repurchase program, purchases have been made in the open market or through privately negotiated transactions.

1 unchanged sentence

Purchases with respect to such program are set forth in the table below:

Nine Months Ended September 30:

Three Months Ended March 31:

Purchased Average

1 unchanged sentence

2024 564,692 $ 38.97

During the nine month periods ended September 30, 2023 and 2022, certain of our executive officers received common stock in connection with the vesting or settlement of previously-granted deferred equity incentive awards.

During the three month periods ended March 31, 2024 and 2023, certain of our executive officers received common stock in connection with the vesting or settlement of previously-granted deferred equity incentive awards.

The vesting or settlement 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 common stock from certain of our executive officers equal in value to all or a portion of the estimated amount of such tax.

In addition, during the nine month periods ended September 30, 2023 and 2022, the Company purchased shares of common stock from certain of our executive officers.

The aggregate value of all

The aggregate value of all such purchases during the three month periods ended March 31, 2024 and 2023 was approximately $ 11,200 and $ 11,100 , respectively.

Such shares of common stock are reported at cost, and are included in “common stock held by subsidiaries” on the accompanying condensed consolidated statements of financial condition.

As of March 31, 2024, a total of $ 178,090 of share repurchase authorization remaining available under Lazard, Inc.’s share repurchase program will expire on December 31, 2024 .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

such purchases during the nine month periods ended September 30, 2023 and 2022 was approximately $ 11,100 and $ 16,500 , respectively.

Such shares of common stock are reported at cost.

As of September 30, 2023, a total of $ 200,095 of share repurchase authorization remained available under Lazard Ltd’s share repurchase program, which authorization will expire on December 31, 2024 .

During the nine month period ended September 30, 2023, Lazard Ltd had in place trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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.

During the three month period ended March 31, 2024, Lazard, Inc.

had in place trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which it effected stock repurchases in the open market.

Preferred Stock —Lazard, Inc.

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 common stock, and had no voting or dividend rights.

As of both September 30, 2023 and December 31, 2022, no shares of Series A or Series B preferred stock were outstanding.

Accumulated Other Comprehensive Income (Loss) (“AOCI”), Net of Tax —The tables below reflect the balances of each component of AOCI at September 30, 2023 and 2022 and activity during the three month and nine month periods then ended:

Three Months Ended September 30, 2023

Adjustments Employee

Attributable to

Noncontrolling

Interests Total

Balance, July 1, 2023 $ ( 139,907 ) $ ( 141,980 ) $ ( 281,887 ) $ ( 1 ) $ ( 281,886 )

Other comprehensive income (loss) before reclassifications ( 19,935 ) 5,054 ( 14,881 ) 1 ( 14,882 )

Adjustments for items reclassified to earnings, net of tax 2,129 1,580 3,709 - 3,709

Net other comprehensive income (loss) ( 17,806 ) 6,634 ( 11,172 ) 1 ( 11,173 )

Balance, September 30, 2023 $ ( 157,713 ) $ ( 135,346 ) $ ( 293,059 ) $ - $ ( 293,059 )

Nine Months Ended September 30, 2023

As of both March 31, 2024 and December 31, 2023, no shares of Series A or Series B preferred stock were outstanding.

Accumulated Other Comprehensive Income (Loss) (“AOCI”), Net of Tax —The tables below reflect the balances of each component of AOCI at March 31, 2024 and 2023 and activity during the three month periods then ended:

Three Months Ended March 31, 2024

Adjustments Employee

3 unchanged sentences

Balance, January 1, 2024 $ ( 123,991 ) $ ( 165,958 ) $ ( 289,949 ) $ 1 $ ( 289,950 )

Other comprehensive loss before reclassifications ( 2,946 ) ( 332 ) ( 3,278 ) - ( 3,278 )

Adjustments for items reclassified to earnings, net of tax 2,157 3,916 6,073 - 6,073

Net other comprehensive income (loss) ( 789 ) 3,584 2,795 - 2,795

Balance, September 30, 2023 $ ( 157,713 ) $ ( 135,346 ) $ ( 293,059 ) $ - $ ( 293,059 )

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Three Months Ended September 30, 2022

Adjustments Employee

Attributable to

Noncontrolling

Interests Total

Balance, July 1, 2022 $ ( 171,741 ) $ ( 118,289 ) $ ( 290,030 ) $ ( 1 ) $ ( 290,029 )

Other comprehensive income (loss) before reclassifications ( 16,262 ) 815 ( 15,447 ) – ( 15,447 )

1 unchanged sentence

Net other comprehensive income (loss) ( 16,262 ) 2,217 ( 14,045 ) – ( 14,045 )

Balance, September 30, 2022 $ ( 226,042 ) $ ( 108,341 ) $ ( 334,383 ) $ ( 1 ) $ ( 334,382 )

Nine Months Ended September 30, 2022

Balance, March 31, 2024 $ ( 140,253 ) $ ( 163,741 ) $ ( 303,994 ) $ 1 $ ( 303,995 )

Three Months Ended March 31, 2023

Adjustments Employee

6 unchanged sentences

Net other comprehensive income (loss) 14,539 ( 1,641 ) 12,898 1 12,897

Balance, September 30, 2022 $ ( 226,042 ) $ ( 108,341 ) $ ( 334,383 ) $ ( 1 ) $ ( 334,382 )

The table below reflects adjustments for items reclassified out of AOCI, by component, for the three month and nine month periods ended September 30, 2023 and 2022:

Balance, March 31, 2023 $ ( 142,385 ) $ ( 140,571 ) $ ( 282,956 ) $ 1 $ ( 282,957 )

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The table below reflects adjustments for items reclassified out of AOCI, by component, for the three month periods ended March 31, 2024 and 2023:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Currency translation losses (a) $ 2,129 $ 138 $ 2,157 $ 265

Employee benefit plans:

Amortization relating to employee benefit plans (b) 1,954 1,395 5,051 3,564

Amortization relating to employee benefit plans (a) $ 1,857 $ 1,536

Less - related income taxes 455 376

1,580 1,162 3,916 2,816

Total reclassifications, net of tax $ 1,402 $ 1,160

__________________________

(a) Represents currency translation losses reclassified from AOCI associated with closing of certain of our offices.

Such amounts are included in “revenue—other” on the condensed consolidated statements of operations.

(b) Included in the computation of net periodic benefit cost (see Note 13).

(a) Included in the computation of net periodic benefit cost (see Note 14).

Such amounts are included in “operating expenses–other” on the condensed consolidated statements of operations.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Noncontrolling Interests —Noncontrolling interests principally represent (i) interests held in Edgewater’s management vehicles that the Company is deemed to control, but does not own, (ii) profits interest participation rights (see Note 13), (iii) LGAC interests (see Note 1) and (iv) consolidated VIE interests held by employees (see Note 21).

The tables below summarize net income (loss) attributable to noncontrolling interests for the three month and nine month periods ended September 30, 2023 and 2022 and noncontrolling interests as of September 30, 2023 and December 31, 2022 in the Company’s condensed consolidated financial statements:

Net Income (Loss)

The tables below summarize net income attributable to noncontrolling interests for the three month periods ended March 31, 2024 and 2023 and noncontrolling interests as of March 31, 2024 and December 31, 2023 in the Company’s condensed consolidated financial statements:

Attributable to Noncontrolling

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Edgewater $ 1,852 $ 639

Total noncontrolling interests (nonredeemable) 1,852 776

LFI Consolidated Funds 2,617 4,365

LGAC - 4,023 1,968 9,941

Other 1 - 2 2

Total $ ( 365 ) $ 16,995 $ 10,245 $ 20,265

Total noncontrolling interests (redeemable) 2,617 6,197

Total noncontrolling interests $ 4,469 $ 6,973

Noncontrolling Interests as of

September 30,

2024 December 31,

1 unchanged sentence

Profits interest participation rights 8,418 11,843

LFI Consolidated Funds - 74,164

LGAC - ( 10,714 )

Total $ 55,817 $ 58,428

Redeemable Noncontrolling Interests —Redeemable noncontrolling interests principally represent LGAC interests as of December 31, 2022 (see Note 1) and consolidated VIE interests held by employees as of September 30, 2023 (see Note 20).

Consolidated VIE interests held by employees (vested LFI awards), which may be redeemed at any time at the option of the holder for cash, are recorded on the Company’s condensed consolidated statements of financial position at redemption value and classified as temporary equity.

Changes in redemption value are recognized immediately as they occur and will adjust the carrying value of redeemable noncontrolling interests to equal the redemption value at the end of each reporting period.

Dividends Declared, October 25, 2023 —On October 25, 2023 , the Board of Directors of Lazard declared a quarterly dividend of $ 0.50 per share on our common stock.

The dividend is payable on November 17, 2023 , to stockholders of record on November 6, 2023 .

INCENTIVE PLANS

Share-Based Incentive Plan Awards

A description of Lazard Ltd’s 2018 Plan, 2008 Incentive Compensation Plan (the “2008 Plan”) and 2005 Equity Incentive Plan (the “2005 Plan”) and activity with respect thereto during the three month and nine month periods ended September 30, 2023 and 2022 is presented below.

Redeemable Noncontrolling Interests —Redeemable noncontrolling interests principally represent consolidated VIE interests held by employees (vested LFI awards), which may be redeemed at any time at the option of the holder for cash, are recorded on the Company’s condensed consolidated statements of financial position at redemption value and classified as temporary equity.

Changes in redemption value are recognized immediately as they occur and will adjust the

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Shares Available Under the 2018 Plan, 2008 Plan and 2005 Plan

The 2018 Plan became effective on April 24, 2018 and was amended on April 29, 2021 to increase the aggregate number of shares authorized for issuance under the 2018 Plan by 20,000,000 shares.

The 2018 Plan replaced the 2008 Plan, which was terminated on April 24, 2018.

The 2018 Plan originally authorized issuance of up to 30,000,000 shares of common stock, plus any shares of common stock that were subject to outstanding awards under the 2008 Plan as of March 14, 2018 that are forfeited, canceled or settled in cash following April 24, 2018, which was the date that the 2018 Plan was approved by our shareholders.

Such shares may be issued pursuant to the grant or exercise of stock options, stock appreciation rights, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), restricted stock awards (“RSAs”), profits interest participation rights, including performance-based restricted participation units (“PRPUs”) and stock performance-based restricted participation units (“SPRPUs”), and other share-based awards.

carrying value of redeemable noncontrolling interests to equal the redemption value at the end of each reporting period (see Note 21).

Dividends Declared, April 24, 2024 —On April 24, 2024 , the Board of Directors of Lazard declared a quarterly dividend of $ 0.50 per share on our common stock.

The dividend is payable on May 17, 2024 , to stockholders of record on May 6, 2024 .

INCENTIVE PLANS

Share-Based Incentive Plan Awards

A description of the 2018 Plan and Lazard’s 2008 Incentive Compensation Plan (the “2008 Plan”) and activity with respect thereto during the three month periods ended March 31, 2024 and 2023 is presented below.

Shares Available Under the 2018 Plan and 2008 Plan

Total shares available for issuance under incentive compensation plans are primarily from the 2018 Plan, which became effective on April 24, 2018.

The aggregate number of shares authorized for issuance under the 2018 Plan is 50,000,000 .

Such shares may be issued pursuant to the grant or exercise of stock options, stock appreciation rights, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), restricted stock awards (“RSAs”), profits interest participation rights (“PIPRs”), and other share-based awards, as further discussed below.

The 2008 Plan authorized the issuance of shares of common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs, PRSUs and other share-based awards.

Under the 2008 Plan, the maximum number of shares available was based on a formula that limited the aggregate number of shares that could, at any time, be subject to awards that were considered “outstanding” under the 2008 Plan to 30 % of the then-outstanding shares of common stock.

The 2008 Plan was terminated on April 24, 2018 although outstanding deferred stock unit (“DSU”) awards granted under the 2008 Plan before its termination continue to be subject to its terms.

The 2005 Plan authorized the issuance of up to 25,000,000 shares of common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs and other share-based awards.

The 2005 Plan expired in the second quarter of 2015, although outstanding DSU awards granted under the 2005 Plan before its expiration continue to be subject to its terms.

The following reflects the amortization expense recorded with respect to share-based incentive plans within “compensation and benefits” expense (with respect to RSUs, PRSUs, RSAs and profits interest participation rights, including PRPUs and SPRPUs) and “professional services” expense (with respect to DSUs) within the Company’s accompanying condensed consolidated statements of operations for the three month and nine month periods ended September 30, 2023 and 2022:

The following reflects the expense recorded with respect to share-based incentive plans within “compensation and benefits” expense (with respect to RSUs, PRSUs, RSAs and PIPRs) and “professional services” expense (with respect to DSUs) within the Company’s accompanying condensed consolidated statements of operations for the three month periods ended March 31, 2024 and 2023:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Share-based incentive awards:

2 unchanged sentences

RSAs 3,903 6,926

Profits interest participation rights 10,815 30,762 48,077 80,454

DSUs 151 175 1,744 2,052

PIPRs 8,673 19,062

Total $ 70,198 $ 70,534

Compensation and benefits expense relating to share-based awards with service and/or performance conditions is reversed if the awards are forfeited due to these conditions not being met.

Compensation and benefits expense relating to share-based awards with market conditions is not reversed if these awards are forfeited based solely on failing to meet such market conditions.

The Company periodically assesses the forfeiture rates used for such estimates, including as a result of any applicable performance conditions.

A change in estimated forfeiture rates or performance results in a cumulative adjustment to compensation and benefits expense and also would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense described below.

The Company’s share-based incentive plans and awards are described below.

Compensation and benefits expense relating to share-based awards with market-based conditions is not reversed if these awards are forfeited based solely on failing to meet such market-based conditions.

The Company periodically assesses forfeiture rates, including as a result of any applicable performance conditions.

A change in estimated forfeiture rates or performance results in a cumulative adjustment to compensation and

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

RSUs and DSUs

RSUs generally require future service as a condition for the delivery of the underlying shares of common stock (unless the recipient is then eligible for retirement under the Company’s retirement policy) and convert into shares of common stock on a one-for-one basis after the stipulated vesting periods.

The grant date fair value of the RSUs, net of an estimated forfeiture rate, is amortized over the requisite service periods (generally, one-third after two years and the remaining two-thirds after the third year), and is adjusted for actual forfeitures over such period.

benefits expense and also would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense described below.

The Company’s share-based incentive plans and awards are described below.

RSUs, PRSUs and DSUs

RSUs generally require future service as a condition for vesting (unless the recipient is then eligible for retirement under the Company’s retirement policy) and convert into shares of common stock on a one-for-one basis after the stipulated vesting periods.

The grant date fair value of the RSUs, net of an estimated forfeiture rate, is expensed over the requisite service periods (generally, one-third after two years and the remaining two-thirds after the third year), and is adjusted for actual forfeitures over such period.

RSUs generally include a dividend participation right that provides that, during the applicable vesting period, each RSU is attributed additional RSUs equivalent to any dividends paid on common stock during such period.

During the nine month period ended September 30, 2023, dividend participation rights required the issuance of 515,420 RSUs and the associated charge to “retained earnings”, net of estimated forfeitures (with corresponding credits to “additional paid-in-capital”) was $ 16,736 .

Non-executive members of the Board of Directors (“Non-Executive Directors”) receive approximately 55 % of their annual compensation for service on the Board of Directors and its committees in the form of DSUs, which resulted in 43,999 DSUs being granted during the nine month period ended September 30, 2023.

Their remaining compensation is payable in cash, which they may elect to receive in the form of additional DSUs under the Directors’ Fee Deferral Unit Plan described below.

DSUs are convertible into shares of common stock at the time of cessation of service to the Board of Directors.

During the three month period ended March 31, 2024, dividend participation rights required the issuance of 230,377 RSUs and the associated charge to “retained earnings” (with corresponding credits to “additional paid-in-capital”) was $ 8,814 .

In connection with RSUs and PRSUs that settled during the three month period ended March 31, 2024, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,240,025 and 29,690 shares, respectively, of common stock during such three month period.

Accordingly, 1,788,672 and 33,479 shares, respectively, of common stock held by the Company were delivered during the three month period ended March 31, 2024.

PRSUs are RSUs that are subject to performance-based and service-based vesting conditions, and beginning with awards granted in February 2021, a market-based condition.

The number of shares of common stock that a recipient receives upon vesting of a PRSU is calculated by reference to certain performance-based and market-based metrics that relate to Lazard, Inc.’s performance over a three-year period.

The target number of shares of common stock subject to each PRSU is one ;

however, based on the achievement of both the performance-based and market-based conditions, the number of shares of common stock that may be received will range from zero to 2.4 times the target number.

PRSUs vest on a single date approximately three years following the date of the grant, provided the applicable service and performance conditions are satisfied.

PRSUs include dividend participation rights that are subject to the same vesting restrictions (including performance conditions) as the underlying PRSUs to which they relate and are settled in cash at the same rate that dividends are paid on common stock.

Compensation expense recognized for PRSU awards is determined by multiplying the number of shares of common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value.

Non-executive members of the Board of Directors (“Non-Executive Directors”) receive a portion of their compensation for service on the Board of Directors and its committees in the form of DSUs and can elect to receive the cash-portion of their compensation in DSUs in lieu of cash.

Total DSUs granted to Non-Executive Directors during the three month period ended March 31, 2024 were 3,146 .

DSUs are convertible into shares of common stock on a one-for-one basis at the time of cessation of service to the Board of Directors.

DSUs include a cash dividend participation right equivalent to dividends paid on common stock.

Lazard Ltd’s Directors’ Fee Deferral Unit Plan permits the Non-Executive Directors to elect to receive additional DSUs in lieu of some or all of their cash fees.

The number of DSUs granted to a Non-Executive Director pursuant to this election will equal the value of cash fees that the applicable Non-Executive Director has elected to forego pursuant to such election, divided by the market value of a share of common stock on the date immediately preceding the date of the grant.

During the nine month period ended September 30, 2023, 14,415 DSUs had been granted pursuant to such Plan.

DSU awards are expensed at their fair value on their date of grant, inclusive of amounts related to the Directors’ Fee Deferral Unit Plan.

The following is a summary of activity relating to RSUs and DSUs during the nine month period ended September 30, 2023:

DSU awards are expensed at their fair value on their date of grant.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following is a summary of activity relating to RSUs, PRSUs and DSUs during the three month period ended March 31, 2024:

RSUs PRSUs DSUs

Units Weighted

Fair Value Units Weighted

Balance, January 1, 2024 11,068,351 $ 36.15 125,465 $ 41.07 328,730 $ 36.74

3 unchanged sentences

Settled ( 3,028,697 ) $ 38.45 ( 63,169 ) $ 46.63 – $ –

Balance, September 30, 2023 11,031,771 $ 36.17 324,490 $ 36.86

The weighted-average grant date fair value of RSUs granted in the nine month periods ended September 30, 2023 and 2022 was $ 36.51 and $ 33.64 , respectively.

The weighted-average grant date fair value of DSUs granted in the nine month periods ended September 30, 2023 and 2022 was $ 29.87 and $ 35.53 , respectively.

In connection with RSUs that settled during the nine month period ended September 30, 2023, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,204,403 shares of common stock during such nine month period.

Accordingly, 2,155,547 shares of common stock held by the Company were delivered during the nine month period ended September 30, 2023.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

As of September 30, 2023, estimated unrecognized RSU compensation expense was $ 156,284 , with such expense expected to be recognized over a weighted average period of approximately 1.0 year subsequent to September 30, 2023.

The following is a summary of activity related to RSAs associated with compensation arrangements during the nine month period ended September 30, 2023:

Balance, March 31, 2024 16,011,966 $ 37.01 62,296 $ 35.44 331,876 $ 36.74

The weighted-average grant date fair value of RSUs granted in the three month periods ended March 31, 2024 and 2023 was $ 38.75 and $ 37.44 , respectively.

The weighted-average grant date fair value of DSUs granted in the three month periods ended March 31, 2024 and 2023 was $ 37.22 and $ 37.85 , respectively.

As of March 31, 2024, the total estimated unrecognized compensation expense of RSUs and PRSUs was $ 365,760 and $ 704 , respectively.

The Company expects to expense such amounts over weighted-average periods of approximately 1.1 and 0.2 years, respectively, subsequent to March 31, 2024.

The following is a summary of activity related to RSAs associated with compensation arrangements during the three month period ended March 31, 2024:

RSAs Weighted

4 unchanged sentences

Settled ( 411,988 ) $ 37.40

Balance, September 30, 2023 1,240,674 $ 36.10

The weighted-average grant date fair value of RSAs granted in the nine month periods ended September 30, 2023 and 2022 was $ 37.65 and $ 33.31 , respectively.

In connection with RSAs that settled during the nine month period ended September 30, 2023, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 268,402 shares of common stock during such nine month period.

Accordingly, 391,880 shares of common stock held by the Company were delivered during the nine month period ended September 30, 2023.

Balance, March 31, 2024 835,850 $ 35.45

The weighted-average grant date fair value of RSAs granted in the three month periods ended March 31, 2024 and 2023 was $ 36.13 and $ 37.75 , respectively.

In connection with RSAs that settled during the three month period ended March 31, 2024, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 173,767 shares of common stock during such three month period.

Accordingly, 238,221 shares of common stock held by the Company were delivered during the three month period ended March 31, 2024.

RSAs granted in 2024 generally include a dividend participation right that provides that during the applicable vesting period each RSA is attributed additional RSAs equivalent to any dividends paid on common stock during such period.

During the nine month period ended September 30, 2023, dividend participation rights required the issuance of 71,900 RSAs and the associated charge to “retained earnings”, net of estimated forfeitures (with corresponding credits to “additional paid-in-capital”) was $ 2,358 .

At September 30, 2023, estimated unrecognized RSAs expense was $ 20,050 , with such expense to be recognized over a weighted average period of approximately 0.9 years subsequent to September 30, 2023.

PRSUs are RSUs that are subject to performance-based and service-based vesting conditions, and beginning with awards granted in February 2021, a market-based condition.

The number of shares of common stock that a recipient will receive upon vesting of a PRSU will be calculated by reference to certain performance-based and market-based metrics that relate to Lazard Ltd’s performance over a three-year period.

The target number of shares of common stock subject to each PRSU is one;

however, based on the achievement of both the performance-based and market-based criteria, the number of shares of common stock that may be received will range from zero to 2.4 times the target number.

PRSUs will vest on a single date approximately three years following the date of the grant, provided the applicable service and performance conditions are satisfied.

PRSUs include dividend participation rights that are subject to the same vesting restrictions (including performance criteria) as the underlying PRSUs to which they relate and are settled in cash at the same rate that dividends are paid on common stock.

During the three month period ended March 31, 2024, dividend participation rights required the issuance of 16,268 RSAs and the associated charge to “retained earnings” (with corresponding credits to “additional paid-in-capital”) was $ 627 .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following is a summary of activity relating to PRSUs during the nine month period ended September 30, 2023:

PRSUs Weighted

Balance, January 1, 2023 94,690 $ 39.27

Balance, September 30, 2023 94,690 $ 39.27

The weighted-average grant date fair value of PRSUs granted in the nine month period ended September 30, 2022 was $ 35.44 .

As of September 30, 2023, the total estimated unrecognized compensation expense was $ 1,754 , and the Company expects to amortize such expense over a weighted-average period of approximately 0.5 years subsequent to September 30, 2023.

At March 31, 2024, estimated unrecognized RSAs expense was $ 11,912 , with such expense to be recognized over a weighted average period of approximately 0.7 years subsequent to March 31, 2024.

Profits Interest Participation Rights

Profits interest participation rights are equity incentive awards that, subject to certain conditions, may be exchanged for shares of common stock pursuant to the 2018 Plan.

The Company has granted profits interest participation rights subject to service-based and performance-based vesting criteria and other conditions, and beginning in February 2021, incremental market-based vesting criteria, which we refer to as performance-based restricted participation units (“PRPUs”), to certain of our executive officers.

The Company has also granted profits interest participation rights subject to service-based vesting criteria and other conditions, but not the performance-based and incremental market-based vesting criteria associated with PRPUs, to a limited number of other senior employees, including in March 2023 to certain of our executive officers.

In August 2023, the Company granted profits interest participation rights, SPRPUs, to certain of our executive officers that are eligible to vest in three tranches, each subject to service-based vesting criteria and the achievement of specified common stock price milestones measured as of a specified anniversary of the grant date.

Profits interest participation rights, with the exception of SPRPUs, as explained below, generally provide for vesting approximately three years following the grant date, so long as applicable conditions have been satisfied.

Profits interest participation rights are a class of membership interests in Lazard Group that are intended to qualify as “profits interests” for U.S.

PIPRs are equity incentive awards that, subject to certain vesting and other conditions described below, may be exchanged for shares of common stock pursuant to the 2018 Plan.

They are a class of membership interests in Lazard Group that are intended to qualify as “profits interests” for U.S.

federal income tax purposes and are recorded as noncontrolling interests within stockholders’ equity in the Company’s condensed consolidated statements of financial condition until they are exchanged into common stock, at which time there is a reclassification to additional paid-in-capital.

The profits interest participation rights generally allow the recipient to realize value only to the extent that (i) the service-based vesting conditions and, if applicable, the performance-based and incremental market-based conditions, or stock price milestones, are satisfied, and (ii) an amount of economic appreciation in the assets of Lazard Group occurs as necessary to satisfy certain partnership tax rules (referred to as the “Minimum Value Condition”), otherwise the profits interest participation rights will be forfeited.

Upon satisfaction of such conditions, profits interest participation rights that are in parity with the value of common stock will be exchanged on a one-for-one basis for shares of common stock.

If forfeited based solely on failing to meet the Minimum Value Condition, or, if applicable, stock price milestones, the associated compensation expense would not be reversed.

With regard to the profits interest participation rights granted in February 2020, the Minimum Value Condition was met during the year ended December 31, 2021.

On March 8, 2023, the profits interest participation rights granted in February 2020, for which the Minimum Value Condition and other vesting conditions were satisfied, were exchanged on a one-for-one basis for shares of common stock.

Like outstanding RSUs and similar awards, profits interest participation rights are subject to continued employment and other conditions and restrictions and are forfeited if those conditions and restrictions are not fulfilled.

More specifically, vesting of profits interest participation rights are subject to compliance with restrictive covenants

PIPRs, with the exception of Stock Price PIPRs (“SP-PIPRs”), as explained below, generally provide for vesting approximately three years following the grant date, so long as applicable vesting and other conditions have been satisfied.

Like outstanding RSUs and similar awards, PIPRs are subject to continued employment and other conditions and restrictions and are forfeited if those conditions and restrictions are not fulfilled.

A recipient generally realizes value from PIPRs only to the extent that applicable vesting and other conditions are satisfied, and an amount of economic appreciation in the assets of Lazard Group occurs as necessary to satisfy certain partnership tax rules (referred to as the “Minimum Value Condition”), otherwise the PIPRs will be forfeited.

Upon satisfaction of such conditions, PIPRs that are in parity with the value of common stock will be exchanged on a one-for-one basis for shares of common stock.

If forfeited based solely on failing to meet the Minimum Value Condition, or, if applicable, common stock price milestones as described below, the associated compensation expense would not be reversed.

All PIPR awards are subject to service-based vesting conditions.

In addition to PIPR awards with only service based vesting conditions (“Ordinary PIPRs”) granted to certain of our executive officers and a limited number of employees, the Company has granted the following types of PIPRs to certain of our executive officers, that are subject to additional vesting and market-based conditions:

• Performance PIPRs (“P-PIPRs”), which are subject to service-based and performance-based vesting conditions, and beginning in February 2021, incremental market-based conditions.

• SP-PIPRs, which are subject to service-based vesting conditions and common stock price milestones and are eligible to vest in three tranches.

The number of shares of common stock that a recipient will receive upon the exchange of a P-PIPR award is calculated by reference to applicable performance-based vesting conditions and, beginning with P-PIPRs granted in 2021, incremental market-based conditions and only result in value to the recipient to the extent the vesting and other conditions are satisfied.

The target number of shares of common stock subject to each P-PIPR is one .

Based on the achievement of performance conditions, as determined and approved by the Compensation Committee, the number of shares of common stock that may be received in connection with the P-PIPR awards granted prior to February 2021 will range from zero to two times the target number.

For the P-PIPR awards granted beginning in February 2021, subject to both performance-based and incremental market-based conditions, the number of shares that may be received will range from zero to 2.4 times the target number.

Unless applicable vesting and other conditions are satisfied during the three-year performance period, and the Minimum Value Condition is satisfied within five years following the grant date, all P-PIPRs will be forfeited.

SP-PIPRs are eligible to vest in three tranches (each, a “Tranche”) based on the achievement of service conditions and Tranche-specific common stock price milestones measured as of a specified anniversary of the date of grant, as described below.

Their aggregate fair value at the grant date, which based on the estimated probability of achieving the common stock price milestones is approximately $ 33,900 , is expensed over the requisite service periods.

SP-PIPRs will vest:

• 20 % if, during the three years following the date of grant, the common stock price has appreciated 25 % above the average trailing 30 consecutive day stock price preceding the date of grant (the “Grant Date Stock Price”);

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

including non-compete, non-solicitation of clients, no hire of employees and confidentiality, which are similar to those applicable to PRSUs and RSUs.

In addition, profits interest participation rights must satisfy the Minimum Value Condition.

The number of shares of common stock that a recipient will receive upon the exchange of a PRPU award is calculated by reference to applicable performance-based conditions and, beginning with PRPUs granted in 2021, incremental market-based conditions and only result in value to the recipient to the extent the conditions are satisfied.

The target number of shares of common stock subject to each PRPU is one.

Based on the achievement of performance criteria, as determined by the Compensation Committee, the number of shares of common stock that may be received in connection with the PRPU awards granted prior to February 2021 will range from zero to two times the target number.

For the PRPU awards granted beginning in February 2021, subject to both performance-based and incremental market-based criteria, the number of shares that may be received will range from zero to 2.4 times the target number.

Unless applicable conditions are satisfied during the three year performance period, and the Minimum Value Condition is satisfied within five years following the grant date, all PRPUs will be forfeited, and the recipients will not be entitled to any such awards.

SPRPUs are eligible to vest in three tranches (each, a “Tranche”) based on the achievement of service conditions and Tranche-specific common stock price milestones measured as of a specified anniversary of the date of grant, as described below.

Their aggregate fair value at the grant date, which based on the estimated probability of achieving the common stock price milestones is approximately $ 33,900 , is amortized over the requisite service periods.

SPRPUs will vest:

• 20 % if, three years following the date of grant, the Company’s common stock price has appreciated 25 % above the average trailing 30 consecutive day stock price preceding the date of grant (the “Grant Date Stock Price”);

• 40 % if, five years following the date of grant, the Company’s common stock price has appreciated 50 % above the Grant Date Stock Price;

• and the remainder of the SPRPUs will vest if, seven years following the date of grant, the Company’s common stock price has appreciated 100 % above the Grant Date Stock Price.

• 40 % if, during the five years following the date of grant, the common stock price has appreciated 50 % above the Grant Date Stock Price;

• 40 % if, during the seven years following the date of grant, the common stock price has appreciated 100 % above the Grant Date Stock Price.

Each Tranche is subject to the executive’s continued employment through the applicable anniversary of the date of grant and requires that the applicable common stock price milestone is sustained for any 30 consecutive day period prior to the anniversary of the date of grant of the applicable Tranche (the “Expiration Date”).

If the vesting conditions, as described above, are not achieved as of the Expiration Date, all SPRPUs in such Tranche will be forfeited.

The following is a summary of activity relating to all profits interest participation rights, including PRPUs and SPRPUs, during the nine month period ended September 30, 2023:

Profits Interest Participation Rights Weighted

If the service conditions and common stock price milestones, as described above, are not achieved as of the Expiration Date, all SP-PIPRs in such Tranche will be forfeited.

The following is a summary of activity relating to all PIPRs during the three month period ended March 31, 2024:

Ordinary PIPRs (a) P-PIPRs SP-PIPRs

Units Weighted

Fair Value Units Weighted

Balance, January 1, 2024 2,640,769 $ 36.19 1,958,829 $ 41.12 2,250,000 $ 15.06

2 unchanged sentences

Settled ( 601,433 ) $ 43.23 ( 995,169 ) $ 46.63 – $ –

Balance, September 30, 2023 (a) 6,081,387 $ 29.50

Balance, March 31, 2024 3,408,300 $ 35.78 963,660 $ 35.44 2,250,000 $ 15.06

__________________________

(a) Table includes 1,474,002 PRPUs and 2,250,000 SPRPUs as of September 30, 2023.

This includes 2,447,224 PRPUs as of January 1, 2023, net of 973,222 PRPUs settled and 2,250,000 SPRPUs granted during the nine month period ended September 30, 2023.

The balance as of September 30, 2023 reflects the target number of PRPUs granted in February 2021 and March 2022.

There were no PRPUs granted during the nine month period ended September 30, 2023.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

weighted average grant date fair values for PRPUs and other profits interest participation rights outstanding as of January 1, 2023 were $ 40.29 and $ 39.96 , respectively.

The weighted average grant date fair values for SPRPUs and other profits interest participation rights granted during the nine month period ended September 30, 2023 was $ 15.06 and $ 35.94 , respectively.

The weighted average grant date fair values for other profits interest participation rights forfeited during the nine month period ended September 30, 2023 was $ 43.23 .

The weighted average grant date fair values for PRPUs and other profits interest participation rights settled during the nine month period ended September 30, 2023 were $ 41.76 and $ 42.89 , respectively.

The weighted average grant date fair values for PRPUs, SPRPUs and other profits interest participation rights outstanding as of September 30, 2023 were $ 39.31 , $ 15.06 and $ 37.14 , respectively.

The weighted average grant date fair value of profits interest participation rights, including PRPUs and SPRPUs, granted in the nine month periods ended September 30, 2023 and 2022 was $ 22.47 and $ 34.53 , respectively.

Compensation expense recognized for profits interest participation rights, including PRPUs, is determined by multiplying the number of shares of common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value.

Compensation expense recognized for SPRPUs is determined by multiplying the number of shares of common stock underlying such awards by the grant date fair value.

As of September 30, 2023, the total estimated unrecognized compensation expense of all profits interest participation rights, including PRPUs and SPRPUs was $ 57,590 and the Company expects to amortize such expense over a weighted-average period of approximately 1.9 years subsequent to September 30, 2023.

(a) Includes PIPR awards with only service-based vesting conditions.

Fair values shown above represent the weighted average as of grant date.

The weighted-average grant date fair value of ordinary PIPRs granted in the three month periods ended March 31, 2024 and 2023 was $ 38.26 and $ 35.94 , respectively.

Compensation expense recognized for ordinary PIPRs and P-PIPRs is determined by multiplying the number of shares of common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value.

Compensation expense recognized for SP-PIPRs is determined by multiplying the number of shares of common stock underlying such awards by the grant date fair value.

As of March 31, 2024, the total estimated unrecognized compensation expense of all profits interest participation rights was $ 100,467 and the Company expects to expense such amount over a weighted-average period of approximately 1.3 years subsequent to March 31, 2024.

LFI and Other Similar Deferred Compensation Arrangements

In connection with LFI and other similar deferred compensation arrangements, granted to eligible employees, which generally require future service as a condition for vesting, the Company recorded a prepaid compensation asset and a corresponding compensation liability on the grant date based upon the fair value of the award.

The prepaid asset is amortized on a straight-line basis over the applicable requisite service periods (which are generally similar to the comparable periods for RSUs) and is charged to “compensation and benefits” expense within the Company’s condensed consolidated statement of operations.

In connection with LFI and other similar deferred compensation arrangements, granted to eligible employees, which generally require future service as a condition for vesting, the Company records a prepaid compensation asset and a corresponding compensation liability on the grant date based upon the fair value of the award.

LFI and similar deferred compensation arrangements that do not require future service are expensed immediately.

The related compensation liability is accounted for at fair value as a derivative liability, which contemplates the impact of estimated forfeitures, and is adjusted for changes in fair value primarily related to changes in value of the underlying investments.

The following is a summary of activity relating to LFI and other similar deferred compensation arrangements during the nine month period ended September 30, 2023:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following is a summary of activity relating to LFI and other similar deferred compensation arrangements during the three month period ended March 31, 2024:

Asset Compensation

5 unchanged sentences

Other ( 24 ) ( 1,479 )

Balance, September 30, 2023 $ 146,045 $ 340,583

The amortization of the prepaid compensation asset will generally be recognized over a weighted average period of approximately 0.9 years subsequent to September 30, 2023.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following is a summary of the impact of LFI and other similar deferred compensation arrangements on “compensation and benefits” expense within the accompanying condensed consolidated statements of operations for the three month and nine month periods ended September 30, 2023 and 2022:

Balance, March 31, 2024 $ 122,235 $ 282,148

The amortization of the prepaid compensation asset will generally be recognized over a weighted average period of approximately 0.8 years subsequent to March 31, 2024.

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Amortization and the impact of forfeitures $ 35,699 $ 34,528

1 unchanged sentence

Total $ 45,072 $ 50,981

Cash Retention Awards

In the first quarter of 2024, the Company granted and paid approximately $ 92,000 of cash retention awards that are subject to repayment in full in connection with a termination of employment for cause or resignation without good reason on or prior to the three-year service period.

In connection with these awards, the Company recorded a prepaid compensation asset on the grant date based upon the amount paid.

The prepaid compensation asset is amortized over the requisite service period beginning on the grant date and is charged to “compensation and benefits” expense in the condensed consolidated statements of operations.

Amortization expense for the three months ended March 31, 2024 was approximately $ 11,000 .

The remaining prepaid compensation asset was approximately $ 81,000 as of March 31, 2024.

EMPLOYEE BENEFIT PLANS

3 unchanged sentences

Expenses related to the Company’s employee benefit plans are included in “compensation and benefits” expense for the service cost component, and “operating expenses-other” for the other components of benefit costs on the condensed consolidated statements of operations.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Employer Contributions to Pension Plans —The Company’s funding policy for its U.S.

1 unchanged sentence

Management also evaluates from time to time whether to make voluntary contributions to the plans.

The following table summarizes the components of net periodic benefit cost (credit) related to the Company’s pension plans for the three month and nine month periods ended September 30, 2023 and 2022:

Pension Plans

Three Months Ended September 30,

Components of Net Periodic Benefit Cost (Credit):

Service cost $ 74 $ 116

Interest cost 5,322 2,642

Expected return on plan assets ( 6,068 ) ( 5,808 )

Amortization of:

Prior service cost 28 25

Net actuarial loss 1,926 1,370

Settlement loss 791 380

Net periodic benefit cost (credit) $ 2,073 $ ( 1,275 )

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The following table summarizes the components of net periodic benefit cost (credit) related to the Company’s pension plans for the three month periods ended March 31, 2024 and 2023:

Pension Plans

Nine Months Ended September 30,

Three Months Ended March 31,

Components of Net Periodic Benefit Cost (Credit):

8 unchanged sentences

COST-SAVING INITIATIVES

The Company is conducting firm-wide cost-saving initiatives over the course of 2023.

Expenses and losses associated with the cost-saving initiatives for the three month and nine month periods ended September 30, 2023 consisted of the following:

Three Months Ended September 30, 2023

The Company conducted firm-wide cost-saving initiatives over the course of 2023 and during the first quarter of 2024.

Expenses and losses associated with the cost-saving initiatives for the three month periods ended March 31, 2024 and 2023 consisted of the following:

Three Months Ended March 31, 2024

Financial Advisory Asset Management Corporate Total

3 unchanged sentences

expense) $ 32,773 $ 11,545 $ 2,292 $ 46,610

Technology asset impairments

(included in "technology and

information services") 56 515 - 571

Foreign exchange related losses

associated with closing

of certain offices (included in

"revenue-other") 2,164 - 2,483 4,647

Other 708 14 1,397 2,119

Total $ 33,481 $ 11,559 $ 3,689 $ 48,729

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2023

Financial Advisory Asset Management Corporate Total

3 unchanged sentences

expense) $ 8,777 $ 11,235 $ 728 $ 20,740

Technology asset impairments

(included in "technology and

information services") 144 7,812 - 7,956

Foreign exchange related losses

associated with closing

of certain offices (included in

"revenue-other") 2,164 - 2,483 4,647

Other 2,000 308 1,952 4,260

Total $ 8,777 $ 11,235 $ 728 $ 20,740

Activity related to the obligations pursuant to the cost-saving initiatives during the nine month period ended September 30, 2023 was as follows:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Activity related to the obligations pursuant to the cost-saving initiatives during the three month period ended March 31, 2024 was as follows:

Accrued Compensation and Benefits Other Total

3 unchanged sentences

Payments and settlements 52,349 16 52,365

Balance, September 30, 2023 $ 61,705 $ 1,303 $ 63,008

Balance, March 31, 2024 $ 36,496 $ 56 $ 36,552

___________________________________

(a) Noncash expenses reflected in “accrued compensation and benefits” activity principally represents accelerated amortization of deferred incentive compensation awards.

Noncash expenses reflected in “other” activity principally relates to technology asset impairments and certain foreign exchange related losses.

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.

The Company recorded income tax benefits of $ 11,631 and $ 23,053 for the three month and nine month periods ended September 30, 2023, respectively, and income tax provisions of $ 35,350 and $ 108,290 for the three month and nine month periods ended September 30, 2022, respectively, representing effective tax rates of 239.5 %, 15.2 %, 22.4 % and 24.4 %, respectively.

Noncash expenses reflected in “other” activity principally relates to impairments of certain operating lease right-of-use assets and certain foreign exchange related losses.

Following the Conversion on January 1, 2024, Lazard, Inc.

is subject to U.S.

federal income taxes on all its operating income and, through its subsidiaries, is also subject to state and local taxes on its income apportioned to various state and local jurisdictions.

Lazard Group operates principally through subsidiary corporations including those domiciled outside the U.S.

that are subject to local income taxes in foreign jurisdictions.

In addition, Lazard Group is subject to Unincorporated Business Tax (“UBT”) attributable to its operations apportioned to New York City.

The Company recorded an income tax provision of $ 14,337 and an income tax benefit of $ 21,725 for the three month periods ended March 31, 2024 and 2023, respectively, representing effective tax rates of 26.3 % and 58.8 %, respectively.

The difference between the U.S.

federal statutory rate of 21.0 % and the effective tax rates reflected above principally relates to (i) the tax impact of differences in the value of share based incentive compensation and other discrete items, (ii) foreign source income (loss) not subject to U.S.

income taxes (including interest on intercompany financings), (iii) taxes payable to foreign jurisdictions that are not offset against U.S.

income taxes, (iii) taxes payable to foreign jurisdictions that are not offset against U.S.

income taxes, (iv) change in the U.S.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

federal valuation allowance affecting the provision for income taxes and (v) U.S.

2 unchanged sentences

NET INCOME (LOSS) PER SHARE OF COMMON STOCK

The Company issued certain profits interest participation rights, including certain PRPUs, that the Company is required under U.S.

GAAP to treat as participating securities and therefore the Company is required to utilize the “two-class” method of computing basic and diluted net income per share.

The Company’s basic and diluted net income (loss) per share calculations using the “two-class” method for the three month and nine month periods ended September 30, 2023 and 2022 are presented below:

The Company is required to utilize the “two-class” method of computing basic and diluted net income per share because the Company issued certain PIPRs, including certain P-PIPRs, which are treated as participating securities.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The Company’s basic and diluted net income (loss) per share calculations using the “two-class” method for the three month periods ended March 31, 2024 and 2023 are presented below:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Net income (loss) attributable to Lazard Ltd $ 7,139 $ 105,797 $ ( 139,046 ) $ 315,153

Add - adjustment for earnings attributable to participating securities ( 1,029 ) ( 1,903 ) ( 2,917 ) ( 4,726 )

Net income (loss) attributable to Lazard Ltd - basic 6,110 103,894 ( 141,963 ) 310,427

Add - adjustment for earnings attributable to participating securities - 635 - 2,318

Net income (loss) attributable to Lazard Ltd - diluted $ 6,110 $ 104,529 $ ( 141,963 ) $ 312,745

Net income (loss) attributable to Lazard $ 35,755 $ ( 22,172 )

Adjustment for earnings attributable to participating securities ( 1,279 ) ( 1,125 )

Net income (loss) attributable to Lazard - basic 34,476 ( 23,297 )

Adjustment for earnings attributable to participating securities 195 –

Net income (loss) attributable to Lazard - diluted $ 34,671 $ ( 23,297 )

Weighted average number of shares of common stock outstanding 88,547,757 85,734,443

Add - adjustment for shares of common stock issuable on a non-contingent basis 2,358,796 1,533,255 2,052,635 1,575,234

Weighted average number of shares of common stock issuable on a non-contingent basis 2,712,708 1,857,409

Weighted average number of shares of common stock outstanding - basic 91,260,465 87,591,852

Add - dilutive effect, as applicable, of:

Weighted average number of incremental shares of common stock issuable from share-based incentive compensation (a) 8,091,304 –

Weighted average number of shares of common stock outstanding - diluted 99,351,769 87,591,852

Net income (loss) attributable to Lazard Ltd per share of common stock:

Net income (loss) attributable to Lazard per share of common stock:

Basic $ 0.38 $ ( 0.27 )

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___________________________________

(a) The aggregate weighted average number of incremental shares of common stock issuable from RSUs, PRSUs and profits interest participation rights for the nine month period ended September 30, 2023 of 4,785,903 , that could be potentially dilutive in future periods, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive in the current periods.

(a) The aggregate weighted average number of incremental shares of common stock issuable from PIPRs for the three month period ended March 31, 2024 of 2,167,520 and from RSUs, PRSUs and PIPRs for the three month period ended March 31, 2023 of 6,046,499 , that could be potentially dilutive in future periods, have been excluded from the computation of diluted net income (loss) per share as the effect would be antidilutive in the respective periods.

RELATED PARTIES

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The Company serves as an investment advisor for certain affiliated investment companies and fund entities and receives management fees and, for the alternative investment funds, performance-based incentive fees for providing such services.

Investment advisory fees relating to such services were $ 135,899 and $ 405,269 for the three month and nine

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

month periods ended September 30, 2023, respectively, and $ 159,749 and $ 458,462 for the three month and nine month periods ended September 30, 2022, respectively, and are included in “asset management fees” on the condensed consolidated statements of operations.

Of such amounts, $ 57,040 and $ 57,283 remained as receivables at September 30, 2023 and December 31, 2022, respectively, and are included in “fees receivable” on the condensed consolidated statements of financial condition.

Asset management fees relating to such services were $ 134,220 and $ 133,523 for the three month periods ended March 31, 2024 and 2023, respectively, and are included in “asset management fees” on the condensed consolidated statements of operations.

Of such amounts, $ 56,134 and $ 67,598 remained as receivables at March 31, 2024 and December 31, 2023, respectively, and are included in “fees receivable” on the condensed consolidated statements of financial condition.

Tax Receivable Agreement

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Any amount paid by our subsidiaries to the Trust will generally be distributed pro rata to the owners of the Trust, who include certain of our executive officers.

For purposes of the TRA, cash savings in income and franchise tax will be computed by comparing our subsidiaries’ actual income and franchise tax liability to the amount of such taxes that our subsidiaries would have been required to pay had there been no increase in the tax basis of certain assets of Lazard Group and had our subsidiaries not entered into the TRA.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

required to pay had there been no increase in the tax basis of certain assets of Lazard Group and had our subsidiaries not entered into the TRA.

The term of the TRA will continue until approximately 2033 or, if earlier, until all relevant tax benefits have been utilized or expired.

The amount of the TRA liability is an undiscounted amount based upon current tax laws and the structure of the Company and various assumptions regarding potential future operating profitability.

The assumptions reflected in the estimate involve significant judgment and if our structure or income assumptions were to change, we could be required to accelerate payments under the TRA.

The amount of the TRA liability is an undiscounted amount based upon current tax laws, the current structure of the Company and various assumptions regarding potential future operating profitability.

The assumptions reflected in the estimate involve significant judgment and if our structure or actual income are different than our assumptions, we could be required to accelerate payments under the TRA.

As such, the actual amount and timing of payments under the TRA could differ materially from our estimates.

Any changes in the amount of the estimated liability would be recorded as a non-compensation expense in the condensed consolidated statement of operations.

Any changes in the amount of the estimated liability would be recorded as a non-compensation expense in the condensed consolidated statements of operations.

Adjustments, if necessary, to the related deferred tax assets would be recorded through the “provision (benefit) for income taxes”.

Pursuant to the periodic revaluation of the TRA liability and the assumptions reflected in the estimate, the revaluation had the effect of reducing the estimated liability under the TRA.

As a result, the Company recorded a “benefit pursuant to tax receivable agreement” of $ 40,435 on the condensed consolidated statement of operations for the nine month period ended September 30, 2023.

In addition, the Company made a payment under the TRA in the nine months ended September 30, 2023 of $ 32,208 .

The cumulative liability relating to our obligations under the TRA as of September 30, 2023 and December 31, 2022 was $ 118,546 and $ 191,189 , respectively, and is recorded in “tax receivable agreement obligation” on the condensed consolidated statements of financial condition.

Pursuant to the periodic revaluation of the TRA liability and the assumptions reflected in the estimate, the revaluation had the effect in the three months ended March 31, 2023 of reducing the estimated liability under the TRA.

As a result, the Company recorded a “benefit pursuant to tax receivable agreement” of $ 40,435 on the condensed consolidated statements of operations.

The cumulative liability relating to our obligations under the TRA as of March 31, 2024 and December 31, 2023 was $ 115,001 and $ 115,087 , respectively, and is recorded in “tax receivable agreement obligation” on the condensed consolidated statements of financial condition.

See Note 12 for information regarding related party transactions pertaining to shares repurchased from certain of our executive officers.

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In addition, the ratio of aggregate indebtedness (as defined) to net capital may not exceed 15:1.

At September 30,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

2023, LFNY’s regulatory net capital was $ 73,105 , which exceeded the minimum requirement by $ 69,493 .

LFNY’s aggregate indebtedness to net capital ratio was 0.74 :1 as of September 30, 2023.

At March 31, 2024, LFNY’s regulatory net capital was $ 117,818 , which exceeded the minimum requirement by $ 114,006 .

LFNY’s aggregate indebtedness to net capital ratio was 0.49 :1 as of March 31, 2024.

subsidiaries of the Company, including LCL, Lazard Fund Managers Limited and Lazard Asset Management Limited (collectively, the “U.K.

Subsidiaries”) are regulated by the Financial Conduct Authority.

At September 30, 2023, the aggregate regulatory net capital of the U.K.

At March 31, 2024, the aggregate regulatory net capital of the U.K.

Subsidiaries was $ 179,432 , which exceeded the minimum requirement by $ 113,985 .

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The investment services activities exercised through LFB and other subsidiaries of CFLF, primarily LFG, also are subject to regulation and supervision by the Autorité des Marchés Financiers.

At June 30, 2023, the consolidated regulatory net capital of CFLF was $ 154,143 , which exceeded the minimum requirement set for regulatory capital levels by $ 68,939 .

At December 31, 2023, the consolidated regulatory net capital of CFLF was $ 156,703 , which exceeded the minimum requirement set for regulatory capital levels by $ 62,519 .

In addition, pursuant to the consolidated supervision rules in the European Union, LFB, in particular, as a French credit institution, is required to be supervised by a regulatory body, either in the U.S.

or in the European Union.

During the third quarter of 2013, the Company and the ACPR agreed on terms for the consolidated supervision of LFB and certain other non-Financial Advisory European subsidiaries of the Company (referred to herein, on a combined basis, as the “combined European regulated group”) under such rules.

Under this supervision, the combined European regulated group is required to comply with minimum requirements for regulatory net capital to be reported on a quarterly basis and satisfy periodic financial and other reporting obligations.

At June 30, 2023, the regulatory net capital of the combined European regulated group was $ 180,261 , which exceeded the minimum requirement set for regulatory capital levels by $ 86,449 .

Additionally, the combined European regulated group, together with our European Financial Advisory entities, is required to perform an annual risk assessment and provide certain other information on a periodic basis, including financial reports and information relating to financial performance, balance sheet data and capital structure.

LFB and certain other non-Financial Advisory subsidiaries of the Company in the European Union (referred to herein, on a combined basis, as the “combined European regulated group”) is subject to consolidated supervision based on an agreement with the ACPR and under such rules is required to comply with minimum requirements for regulatory net capital.

At December 31, 2023, the regulatory net capital of the combined European regulated group was $ 181,665 , which exceeded the minimum requirement

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

set for regulatory capital levels by $ 78,796 .

Additionally, the combined European regulated group, together with our Financial Advisory entities in the European Union, is required to perform an annual risk assessment and provide certain other information on a periodic basis.

Certain other U.S.

subsidiaries are subject to various capital adequacy requirements promulgated by various regulatory and exchange authorities in the countries in which they operate.

At September 30, 2023, for those subsidiaries with regulatory capital requirements, their aggregate net capital was $ 141,320 , which exceeded the minimum required capital by $ 114,703 .

At September 30, 2023, each of these subsidiaries individually was in compliance with its regulatory capital requirements.

At March 31, 2024, for those subsidiaries with regulatory capital requirements, their aggregate net capital was $ 101,442 , which exceeded the minimum required capital by $ 78,564 .

At March 31, 2024, each of these subsidiaries individually was in compliance with its regulatory capital requirements.

SEGMENT INFORMATION

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In addition, as described in Note 1, the Company records selected other activities in its Corporate segment.

The Company’s segment information for the three month and nine month periods ended September 30, 2023 and 2022 is prepared using the following methodology:

The Company’s segment information for the three month periods ended March 31, 2024 and 2023 is prepared using the following methodology:

• Revenue and expenses directly associated with each segment are included in determining operating income.

• Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other factors.

• Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including revenue, headcount, square footage and other factors.

• Segment assets are based on those directly associated with each segment, and include an allocation of certain assets relating to various segments, based on the most relevant measures applicable, including headcount, square footage and other factors.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

The Company records other revenue, interest income and interest expense among the various segments based on the segment in which the underlying asset or liability is reported.

Each segment’s operating expenses include (i) compensation and benefits expenses incurred directly in support of the businesses and (ii) other operating expenses, which include directly incurred expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services and indirect support costs (including compensation and other operating expenses related thereto) for administrative services.

Such administrative services include, but are not limited to, accounting, tax, human resources, legal, facilities management and senior management activities.

Such administrative services include, but are not limited to, accounting, tax, human resources, legal, information technology, facilities management and senior management activities.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(dollars in thousands, except for per share data, unless otherwise noted)

Management evaluates segment results based on net revenue and operating income (loss) and believes that the following information provides a reasonable representation of each segment’s contribution with respect to net revenue, operating income (loss) and total assets:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Financial Advisory Net Revenue $ 453,507 $ 277,574

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Corporate Net Revenue (Loss) $ 15,770 $ ( 19,182 )

Operating Expenses (Credit) 1,155 ( 6,590 ) 48,252 ( 46,612 )

Operating Expenses 20,504 2,574

Operating Loss $ ( 4,734 ) $ ( 21,756 )

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Operating Income (Loss) $ 54,561 $ ( 36,924 )

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Financial Advisory $ 1,026,444 $ 1,154,483

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CONSOLIDATED VIEs

The Company’s consolidated VIEs as of September 30, 2023 and December 31, 2022 include LGAC (see Note 1) and certain funds (“LFI Consolidated Funds”) that were established for the benefit of employees participating in the Company’s existing LFI deferred compensation arrangement.

The Company’s consolidated VIEs as of March 31, 2024 and December 31, 2023 include certain funds (“LFI Consolidated Funds”) that were established for the benefit of employees participating in the Company’s existing LFI deferred compensation arrangement.

Lazard invests in these funds and is the investment manager and is therefore deemed to have both the power to direct the most significant activities of the funds and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these funds.

The assets of LFI Consolidated Funds, except as it relates to $ 112,773 and $ 115,666 of LFI held by Lazard Group as of September 30, 2023 and December 31, 2022, respectively, can only be used to settle the obligations of LFI Consolidated Funds.

The Company’s consolidated VIE assets and liabilities for LFI Consolidated Funds as reflected in the condensed consolidated statements of financial condition consist of the following at September 30, 2023 and December 31, 2022.

September 30, 2023 December 31, 2022

The assets of LFI Consolidated Funds, except as it relates to $ 78,135 and $ 113,174 of LFI held by Lazard Group as of March 31, 2024 and December 31, 2023, respectively, can only be used to settle the obligations of LFI Consolidated Funds.

March 31, 2024 December 31, 2023

Cash and cash equivalents $ 4,404 $ 4,627

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements