What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-24 compared with 2024-02-23 · 458 added, 449 removed, 1376 unchanged (40% of the section changed)

19 unchanged sentences

Management of Lazard, Inc.

(formerly Lazard Ltd) and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting.

and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with U.S.

13 unchanged sentences

To the stockholders and the Board of Directors of Lazard, Inc.:

(formerly Lazard Ltd):

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Lazard Ltd and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have audited the internal control over financial reporting of Lazard, Inc.

and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

21 unchanged sentences

To the stockholders and the Board of Directors of Lazard, Inc.:

(formerly Lazard Ltd):

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial condition of Lazard Ltd and subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income, cash flows, and changes in stockholders’ equity and redeemable noncontrolling interests for each of the three years in the period ended December 31, 2023, the related notes and the schedule listed in the Index at Item 8 (collectively the “consolidated financial statements”).

We have audited the accompanying consolidated statements of financial condition of Lazard, Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income, cash flows, and changes in stockholders’ equity and redeemable noncontrolling interests for each of the three years in the period ended December 31, 2024, the related notes and the schedule listed in the Index at Item 8 (collectively the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (U.S.

72 unchanged sentences

15,000,000 shares authorized;

Series A - no shares issued and outstanding

Series B - no shares issued and outstanding

issued and outstanding at December 31, 2024 and 2023

Common stock:

Class A, par value $ .01 per share ( 500,000,000 shares authorized;

Par value $ .01 per share ( 500,000,000 shares authorized;

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

3 unchanged sentences

1,474,309 1,361,018

Class A common stock held by subsidiaries, at cost ( 25,340,287 and 26,814,213 shares at December 31, 2023 and 2022, respectively)

Common stock held by subsidiaries, at cost ( 22,467,315 and 25,340,287 shares at December 31, 2024 and 2023, respectively)

( 838,069 ) ( 937,259 )

Total Lazard Ltd Stockholders’ Equity 423,759 556,463

Total Lazard Stockholders’ Equity 636,240 423,759

Noncontrolling interests 48,914 58,428

21 unchanged sentences

Fund administration and outsourced services 107,173 110,878 109,978

Amortization and other acquisition-related costs 334 60 60

Provision (benefit) pursuant to tax receivable agreement ( 43,894 ) ( 1,209 ) 2,199

Benefit pursuant to tax receivable agreement ( 8,237 ) ( 43,894 ) ( 1,209 )

Other 60,203 73,000 44,912

4 unchanged sentences

LESS - NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 6,796 18,172 34,966

NET INCOME (LOSS) ATTRIBUTABLE TO LAZARD LTD $ ( 75,479 ) $ 357,517 $ 528,064

ATTRIBUTABLE TO LAZARD LTD CLASS A COMMON STOCKHOLDERS:

NET INCOME (LOSS) ATTRIBUTABLE TO LAZARD $ 279,912 $ ( 75,479 ) $ 357,517

ATTRIBUTABLE TO LAZARD COMMON STOCKHOLDERS:

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

18 unchanged sentences

1,716 ( 24,510 ) ( 11,413 )

Prior service cost (net of tax benefit of $ 2,567 for the year ended December 31, 2023)

Prior service cost (net of tax benefit of $ 2,747 and $ 2,567 for the years ended December 31, 2024 and 2023, respectively)

( 8,225 ) ( 7,751 ) –

4 unchanged sentences

LESS - COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 6,735 18,173 34,966

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO LAZARD LTD $ ( 69,575 ) $ 285,510 $ 542,585

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO LAZARD $ 243,120 $ ( 69,575 ) $ 285,510

See notes to consolidated financial statements.

7 unchanged sentences

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

Depreciation and amortization of property 42,853 42,336 38,315

Noncash lease expense 63,552 60,624 74,024

Currency translation adjustment reclassification 1,826 32 23,645

Amortization of deferred expenses and share-based incentive compensation

448,487 429,857 406,302

Amortization and other acquisition-related costs 334 60 60

Noncash lease expense 66,807 63,552 60,624

Depreciation and amortization of property 36,281 42,853 42,336

Currency translation adjustment reclassification – 1,826 32

Deferred tax provision (benefit) 11,068 ( 81,068 ) 42,709

Provision (benefit) pursuant to tax receivable agreement ( 43,894 ) ( 1,209 ) 2,199

Benefit pursuant to tax receivable agreement ( 8,237 ) ( 43,894 ) ( 1,209 )

Gain on sale of owned office building ( 114,271 ) – –

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

1 unchanged sentence

Loss on LGAC liquidation – 17,929 –

Other adjustments ( 280 ) – –

(Increase) decrease in operating assets and increase (decrease) in operating liabilities:

6 unchanged sentences

Additions to property ( 45,498 ) ( 28,297 ) ( 49,511 )

Disposals of property 490 573 642

Proceeds from sale of property 194,283 – –

Purchase of equity method investment ( 17,488 ) – –

Purchase of debt securities ( 98,350 ) – –

Proceeds from sales and maturities of debt securities 100,000 – –

Other disposals of property 2,110 490 573

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

Other investing activities ( 985 ) – ( 7,500 )

Net cash used in investing activities ( 38,323 ) ( 56,438 ) ( 39,056 )

Net cash provided by (used in) investing activities 134,072 ( 38,323 ) ( 56,438 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from (payments for) customer deposits, net ( 48,484 ) ( 572,025 ) ( 373,044 )

Proceeds from:

Customer deposits, net – – 350,868

LGAC IPO – – 575,000

Issuance of senior debt, net of expenses 395,961 – –

Contributions from noncontrolling interests 2,411 2,077 514

Payments for:

Customer deposits, net ( 572,025 ) ( 373,044 ) –

Extinguishment of senior debt ( 399,149 ) – –

Distributions to noncontrolling interests ( 1,822 ) ( 5,802 ) ( 32,051 )

Tax receivable agreement ( 30,951 ) ( 32,208 ) ( 21,036 )

LGAC IPO underwriting fees and other offering costs – – ( 9,352 )

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

Purchase of Class A common stock ( 102,051 ) ( 691,705 ) ( 406,149 )

Class A common stock dividends ( 173,075 ) ( 181,880 ) ( 195,944 )

Purchase of common stock ( 59,500 ) ( 102,051 ) ( 691,705 )

Common stock dividends ( 179,017 ) ( 173,075 ) ( 181,880 )

Settlement of share-based incentive compensation in satisfaction of tax withholding requirements ( 64,344 ) ( 54,529 ) ( 61,916 )

1 unchanged sentence

Other financing activities ( 19,167 ) ( 12,452 ) ( 10,897 )

Net cash provided by (used in) financing activities ( 1,571,194 ) ( 1,382,035 ) 195,836

Net cash used in financing activities ( 439,669 ) ( 1,571,194 ) ( 1,382,035 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 52,846 ) 30,438 ( 186,125 )

22 unchanged sentences

Income (Loss),

Net of Tax Class A

Held By Subsidiaries Total

8 unchanged sentences

Comprehensive income (loss):

Net income (loss) ( 75,479 ) ( 75,479 ) 6,191 ( 69,288 ) 11,981

Other comprehensive income - net of tax 5,904 5,904 1 5,905

Net income 279,912 279,912 991 280,903 5,805

Other comprehensive loss - net of tax ( 36,792 ) ( 36,792 ) ( 61 ) ( 36,853 )

Amortization of share-based incentive compensation

1 unchanged sentence

Dividend equivalents 30,378 ( 31,418 ) ( 1,040 ) ( 14,896 ) ( 15,936 )

Class A common stock dividends ($ 2.00 per share)

Common stock dividends ($ 2.00 per share)

( 179,017 ) ( 179,017 ) ( 179,017 )

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 $ 253

Purchase of common stock 1,409,988 ( 59,500 ) ( 59,500 ) ( 59,500 )

Delivery of common stock in connection with share-based incentive compensation and related tax expense of $ 1,341

( 225,480 ) ( 4,279,314 ) 158,554 ( 66,926 ) 1,241 ( 65,685 )

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 – –

Distributions to noncontrolling interests, net ( 3,725 ) ( 3,725 )

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

Delivery of common stock ( 142 ) ( 3,790 ) 142 – –

Contributions from noncontrolling interests, net 589 589

LFI Consolidated Funds ( 13,851 )

Change in redemption value of redeemable noncontrolling interests

( 412 ) ( 412 ) ( 177 ) ( 589 ) 589

LGAC liquidation:

Distribution to redeemable noncontrolling interests

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 ( 506 ) 144 ( 6 ) ( 512 ) ( 512 )

9 unchanged sentences

Income (Loss),

Net of Tax Class A

Held By Subsidiaries Total

8 unchanged sentences

Comprehensive income (loss):

Net income 357,517 357,517 20,954 378,471 14,012

Other comprehensive loss - net of tax ( 72,007 ) ( 72,007 ) ( 72,007 )

Net income (loss) ( 75,479 ) ( 75,479 ) 6,191 ( 69,288 ) 11,981

Other comprehensive income - net of tax 5,904 5,904 1 5,905

Amortization of share-based incentive compensation

1 unchanged sentence

Dividend equivalents 24,615 ( 25,523 ) ( 908 ) ( 10,692 ) ( 11,600 )

Class A common stock dividends ($ 1.94 per share)

Common stock dividends ($ 2.00 per share)

( 173,075 ) ( 173,075 ) ( 173,075 )

Purchase of Class A common stock 19,666,798 ( 691,705 ) ( 691,705 ) ( 691,705 )

Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefit of $ 6,441

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

Delivery of common stock in connection with share-based incentive compensation and related tax benefit of $ 253

( 216,762 ) ( 4,220,444 ) 156,822 ( 59,940 ) 5,664 ( 54,276 )

Business acquisitions and related equity transactions:

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

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

Distributions to noncontrolling interests, net ( 3,725 ) ( 3,725 )

2 unchanged sentences

( 412 ) ( 412 ) ( 177 ) ( 589 ) 589

LGAC liquidation:

Distribution to redeemable noncontrolling interests

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 ( 582 ) 5,240 ( 149 ) ( 731 ) ( 17 ) ( 748 )

19 unchanged sentences

Comprehensive income (loss):

Net income (loss) 528,064 528,064 18,146 546,210 ( 3,665 )

Other comprehensive income- net of tax 14,521 14,521 – 14,521

Net income 357,517 357,517 20,954 378,471 14,012

Other comprehensive loss - net of tax ( 72,007 ) ( 72,007 ) ( 72,007 )

Amortization of share-based incentive compensation 227,177 227,177 13,464 240,641

Dividend equivalents 18,026 ( 19,001 ) ( 975 ) ( 9,897 ) ( 10,872 )

Class A common stock dividends ($ 1.88 per share)

Common stock dividends ($ 1.94 per share)

( 181,880 ) ( 181,880 ) ( 181,880 )

Purchase of Class A common stock 9,124,295 ( 406,149 ) ( 406,149 ) ( 406,149 )

Delivery of Class A common stock in connection with share-based incentive compensation and related tax expense of $ 1,539

Purchase of common stock 19,666,798 ( 691,705 ) ( 691,705 ) ( 691,705 )

Delivery of common stock in connection with share-based incentive compensation and related tax benefit of $ 6,441

( 224,383 ) ( 40,559 ) ( 4,906,386 ) 205,957 ( 58,985 ) 3,508 ( 55,477 )

Business acquisitions and related equity transactions:

Delivery of Class A common stock ( 35,885 ) ( 1,018,048 ) 35,885 – –

Dividend equivalents 61 ( 61 ) – –

Distributions to noncontrolling interests, net - ( 31,537 ) ( 31,537 )

LFI Consolidated Funds - 18,279 18,279

Contribution from redeemable noncontrolling interests, net 534,746

Change in redemption value of redeemable noncontrolling interests 3,879 3,879 1,662 5,541 ( 5,541 )

2 unchanged sentences

________________________

(*) Includes 112,766,091 shares of the Company’s Class A common stock issued at December 31, 2023, 2022 and 2021.

(*) Includes 112,766,091 shares of the Company’s common stock issued at December 31, 2024, 2023 and 2022.

See notes to consolidated financial statements.

2 unchanged sentences

ORGANIZATION AND BASIS OF PRESENTATION

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

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.

Lazard provides advice on mergers and acquisitions, capital markets and capital solutions, restructuring and liability management, geopolitics, and other strategic matters, as well as asset management and investment solutions to institutions, corporations, governments, partnerships, family offices, and high net worth 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.

1 unchanged sentence

common stock.

As the Conversion became effective on January 1, 2024, the accompanying consolidated financial statements as of December 31, 2023 and 2022, and for the years ended December 31, 2023, 2022 and 2021 and related notes reflect Lazard as an exempted company incorporated under the laws of Bermuda named Lazard Ltd.

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 December 31, 2023 and 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:

• 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 a special purpose acquisition company that was sponsored by an affiliate of the Company, Lazard Growth Acquisition Corp.

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 2022 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 December 31, 2024 and 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 including mergers and acquisitions (“M&A”) advisory, capital markets advisory, shareholder advisory, sovereign advisory, geopolitical advisory, restructuring and liability management, capital raising and placement, and other strategic matters;

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

3 unchanged sentences

• Voting interest entities (“VOEs”) where the Company holds a majority of the voting interest in such VOEs and

• Variable interest entities (“VIEs”) where the Company is the primary beneficiary having the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or receive benefits from, the VIE that could be potentially significant to the VIE (see Note 24).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

obligation to absorb losses of, or receive benefits from, the VIE that could be potentially significant to the VIE (see Note 24).

When the Company does not have a controlling interest in an entity, but exerts significant influence over such entity’s operating and financial decisions, the Company either (i) applies the equity method of accounting in which it records a proportionate share of the entity’s net earnings or losses or (ii) elects the option to measure its investment at fair value.

Intercompany transactions and balances have been eliminated.

The consolidated financial statements include Lazard Ltd, Lazard Group and Lazard Group’s principal operating subsidiaries:

The consolidated financial statements include Lazard, Inc.

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

Lazard Frères & Co.

2 unchanged sentences

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

Lazard Growth Acquisition Corp.

In February 2021, 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 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.

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 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 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 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.

The warrants exercisable for LGAC Class A ordinary shares that were issued in connection with the LGAC IPO (the “LGAC Warrants”) met 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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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 consolidated statements of operations for the year ended December 31, 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.

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

Amortization and other acquisition-related costs are reported in “operating expenses-other” in the consolidated statements of operations and “amortization of deferred expenses and share-based incentive compensation” in the consolidated statements of cash flows.

Such amounts were previously reported separately.

Prior year information has been recast to reflect the updated presentation.

SIGNIFICANT ACCOUNTING POLICIES

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• the vesting of share-based and other deferred compensation plan awards;

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

• other matters that affect the reported amounts and disclosure of contingencies in the consolidated financial statements.

4 unchanged sentences

The level of these deposits and investments may be driven by the level of LFB demand deposits (which can fluctuate significantly on a daily basis) and by changes in asset allocation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Restricted Cash— Primarily represents LGAC restricted cash (see Note 1) in 2022, escrowed cash balances that the Company cannot access prior to meeting certain requirements and other restricted cash deposits made by the Company, including those to satisfy the requirements of clearing organizations.

Restricted Cash— Primarily represents escrowed cash balances that the Company cannot access prior to meeting certain requirements and other restricted cash deposits made by the Company, including those to satisfy the requirements of clearing organizations.

Receivables and Allowance for Credit Losses— The Company’s receivables represent fee receivables, amounts due from customers and other receivables.

3 unchanged sentences

For fee receivables, the allowance for credit losses is determined together for all Financial Advisory fees, except for Private Capital Advisory given the different nature of the business, client composition, and risk characteristics.

An allowance for credit losses is determined separately for Private Capital Advisory.

An allowance for credit losses is determined separately for Private Capital Advisory fees.

In addition, a separate allowance for credit losses is determined for all Asset Management fees.

7 unchanged sentences

See Note 5 for additional information regarding the Company’s receivables and allowance for credit losses.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Investments— Investments in debt and marketable equity securities held either directly, or indirectly through asset management funds are accounted for at fair value, with any increase or decrease in fair value recorded in earnings.

Such amounts are reflected in “revenue-other” in the consolidated statements of operations.

The Company has elected the fair value option for certain investments held by asset management funds that would otherwise have been accounted for using the equity method of accounting.

Accounting for these investments at fair value is consistent with how the Company accounts for other investments held by asset management funds.

The fair value of such investments is generally based on quoted prices in an active market.

Changes in fair value are recorded in earnings and reflected in “revenue-other” in the consolidated statements of operations.

Investments also include interests in alternative investment funds and private equity funds, each accounted for at fair value, and investments accounted for under the equity method of accounting.

4 unchanged sentences

Securities transactions and the related revenue and expenses are recorded on a “trade date” basis.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

See Notes 6 and 7 for additional information regarding the Company’s investments.

1 unchanged sentence

Buildings are depreciated on a straight-line basis over their estimated useful lives.

Leasehold improvements are capitalized and are amortized over the lesser of the economic useful life of the improvement or the term of the lease.

Leasehold improvements are capitalized and are amortized over the lesser of the economic useful life of the improvement or the remaining term of the lease.

Depreciation of furniture and equipment, including computer hardware and software, is determined on a straight-line basis using estimated useful lives.

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See Note 10 for additional information regarding the Company’s ROU assets and operating lease liabilities.

Goodwill and Other Intangible Assets— Goodwill has an indefinite life and is tested for impairment annually, as of November 1, or more frequently if circumstances indicate impairment may have occurred.

Goodwill and Other Intangible Assets— Goodwill has an indefinite life and is tested for impairment annually or more frequently if circumstances indicate impairment may have occurred.

In 2024, the Company changed its goodwill impairment testing date from November 1 to October 1 to align impairment testing procedures with its quarter-end financial reporting.

The change was applied prospectively and was not material to the Company’s consolidated financial statements as it did not delay, accelerate or avoid an impairment charge.

The Company performs a qualitative assessment about whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount in lieu of actually calculating the fair value of the reporting unit.

1 unchanged sentence

If the carrying value of a reporting unit exceeds its fair value, the Company would recognize an impairment loss equal to the excess.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

10 unchanged sentences

The Company reports its derivative instruments separately as assets and liabilities unless a legal right of set-off exists under a master netting agreement enforceable by law, in which case the Company would net the applicable assets and liabilities and related receivable and payable for net cash collateral under such contracts.

The Company’s derivative instruments are recorded at

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

their fair value, and are included in “other assets” and “other liabilities” on the consolidated statements of financial condition.

The Company’s derivative instruments are recorded at their fair value, and are included in “other assets” and “other liabilities” on the consolidated statements of financial condition.

Gains and losses on the Company’s derivative instruments are generally included in “interest income” and “interest expense” or “revenue-other”, depending on the nature of the underlying item, in the consolidated statements of operations.

2 unchanged sentences

For information regarding LFI and other similar deferred compensation arrangements, see Notes 6, 8 and 16.

For information regarding LGAC Warrants that are accounted for as derivative liabilities, see Notes 1 and 8.

Deposits and Other Customer Payables— Principally consists of LFB customer-related demand deposits.

4 unchanged sentences

Such assets and liabilities include cash and cash equivalents, deposits with banks and short-term investments, restricted cash, receivables, investments (excluding investments accounted for under the equity method of accounting), derivative instruments, deposits and other customer payables.

Redeemable Noncontrolling Interests— See Notes 15 and 24 for information regarding consolidated VIE interests held by employees and Note 1 for information regarding interests in LGAC classified as temporary equity.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Redeemable Noncontrolling Interests— See Notes 15 and 24 for information regarding consolidated VIE interests held by employees.

Investment Banking and Other Advisory Fees — Fees for Financial Advisory services are recorded when:

2 unchanged sentences

Revenues associated with the reimbursement of such expenses are recorded when the Company is contractually entitled to reimbursement and presented within investment banking and other advisory fees.

Revenues are recorded net of taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and collected from clients.

Asset Management Fees —Fees for Asset Management services are primarily comprised of management fees and incentive fees.

4 unchanged sentences

Revenues associated with the reimbursement of such expenses are recorded when the Company is contractually entitled to reimbursement and presented within asset management fees.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Revenues are recorded net of taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and collected from clients.

In addition, the Company earns performance-based incentive fees on various investment products, including traditional products and alternative investment funds such as hedge funds and private equity funds.

12 unchanged sentences

Equity-based incentive compensation is primarily recognized in “compensation and benefits” expense.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Income Taxes— Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse.

12 unchanged sentences

• historical experience with tax attributes expiring unused;

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

• near-term and medium-term financial outlook.

5 unchanged sentences

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 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.

The Company has adopted the new guidance and updated its segment disclosures in Note 23.

Income Taxes (Topic 740):

4 unchanged sentences

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

and similar awards should be accounted for as share-based arrangements within the scope of Topic 718.

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

The Company will apply the new guidance prospectively to any profits interest and similar awards granted or modified on or after the date of adoption.

The Company does not expect the adoption to result in a material impact to its financial statements.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses — In November 2024, the FASB issued an accounting standard update to require additional information about the types of expenses in commonly presented expense captions.

The amendments are effective for annual periods beginning after December 15, 2026, and the subsequent interim periods, with early adoption permitted.

The amendments shall be applied either prospectively or retrospectively.

The Company is currently evaluating the new guidance.

REVENUE RECOGNITION

12 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

typically not recognized until there is an announcement date or a completion date, respectively, due to the uncertainty associated with those events.

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.

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

7 unchanged sentences

Consideration for these management services is generally variable and includes performance or incentive fees.

The fees allocated to these management services that are unrecognized as of the end of the reporting period are generally amounts that are subject to constraints due to the uncertainty associated with performance targets and clawbacks.

The fees allocated to these management services that are unrecognized as of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

the end of the reporting period are generally amounts that are subject to constraints due to the uncertainty associated with performance targets and clawbacks.

In addition to the above, contracts with clients include trade-based commission income, which is recognized at the point in time of execution and presented within other revenue.

3 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 consolidated financial statements.

At December 31, 2024, the Company had deferred revenue of $ 136,536 included in “other liabilities” on the consolidated statements of financial condition.

During the year ended December 31, 2024, the Company recognized $ 24,821 in revenue that was included in the deferred revenue balance as of December 31, 2023 of $ 140,417 .

RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

2 unchanged sentences

Of the Company’s fee receivables at December 31, 2024 and 2023, $ 130,682 and $ 113,929 , respectively, represented financing receivables for our Private Capital Advisory fees.

At December 31, 2023 and 2022, customers and other receivables included $ 86,412 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 December 31, 2023 and 2022.

At December 31, 2024 and 2023, customers and other receivables included $ 82,985 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 December 31, 2024 and 2023.

The aggregate carrying amount of other fees and customers and other receivables was $ 539,956 and $ 561,978 at December 31, 2024 and 2023, respectively.

3 unchanged sentences

Beginning Balance $ 28,503 $ 17,738 $ 33,957

Bad debt expense, net of reversals 20,875 4,012 3,807

Charge-offs, foreign currency translation and other adjustments ( 10,110 ) ( 20,231 ) ( 6,499 )

Provision for credit losses, net of reversals 11,793 20,875 4,012

Charge-offs ( 7,841 ) ( 10,670 ) ( 17,900 )

Foreign currency translation and other adjustments ( 422 ) 560 ( 2,331 )

Ending Balance $ 32,033 $ 28,503 $ 17,738

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

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 December 31, 2024 and 2023:

Debt $ – $ 4,285

Equities 54,717 43,889

Equity 58,623 54,717

Alternative investments (a) 59,230 61,680

2 unchanged sentences

Private equity 43,412 46,818

642,962 639,607

Total funds 539,425 642,962

Investments, at fair value 598,048 701,964

4 unchanged sentences

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 8 and 16).

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

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 in order to seed strategies in our Asset Management business.

Debt securities primarily consists of U.S.

Treasury securities with remaining maturities at time of purchase of greater than three months and less than one year and 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 in order to seed strategies in our Asset Management business, and amounts related to LFI discussed above.

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.

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

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.

2 unchanged sentences

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

(“EGCP III”), a fund primarily making

(“EGCP III”), a fund primarily making equity and buyout investments in middle market companies and (ii) 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”).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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.

Equity method investments include an interest in a venture capital asset management entity accounted for under the equity method of accounting.

The carrying value includes amounts related to intangible assets, which are amortized, and goodwill.

During the years ended December 31, 2024, 2023 and 2022, the Company reported in “revenue-other” on its 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:

9 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.

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, deposits with banks and short-term investments, or investments 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 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;

3 unchanged sentences

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 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.

1 unchanged sentence

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 consolidated statements of operations.

The inputs used to derive the fair value of the contingent consideration include the application of probabilities when

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

assessing certain performance thresholds for the relevant periods.

Any change in the fair value is recognized in “operating expenses-other” in the consolidated statements of operations.

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

The fair value of derivatives classified as Level 1 is based on the listed market price of such instruments.

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:

3 unchanged sentences

and the fair value of derivative liabilities related to LFI and other similar deferred compensation arrangements is based on the value of the underlying investments, adjusted for forfeitures.

The fair value of derivatives classified as Level 3 is based on a Black-Scholes valuation model that utilizes both observable and unobservable inputs.

Unobservable inputs include model adjustments for valuation uncertainty.

Investments Measured at Net Asset Value (“NAV”) —As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of certain investments.

4 unchanged sentences

Level 1 Level 2 Level 3 NAV Total

Debt $ 4,285 $ – $ – $ – $ 4,285

Equities 54,224 – 493 – 54,717

Cash and cash equivalents (a) $ 5,982 $ – $ – $ – $ 5,982

Deposits with banks and short-term

investments (a) 24,666 – – – 24,666

Equity 58,034 – 589 – 58,623

Alternative investments 10,763 – – 48,467 59,230

8 unchanged sentences

Total $ 4,529 $ 274,280 $ 4,495 $ – $ 283,304

__________________________________

(a) Level 1 represents U.S.

Treasury securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2 unchanged sentences

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

6 unchanged sentences

Issuances Sales/

Transfers (b) Foreign

Settlements Foreign

Adjustments Ending

Equities $ 646 $ 54 $ – $ ( 281 ) $ 74 $ 493

Equity $ 493 $ 46 $ 109 $ – $ ( 59 ) $ 589

Private equity funds 273 – – – ( 17 ) 256

1 unchanged sentence

Contingent consideration

liability (c) $ – $ 274 $ 7,754 $ ( 1,445 ) $ – $ 6,583

liability (b) $ 6,583 $ 212 $ – $ ( 2,300 ) $ – $ 4,495

Total Level 3 liabilities $ 6,583 $ 212 $ – $ ( 2,300 ) $ – $ 4,495

4 unchanged sentences

Earnings (a) Purchases/

Issuances Sales/

Settlements Foreign

Acquisitions/Issuances Sales/

Settlements/Transfers (c) Foreign

Adjustments Ending

Equities $ 578 $ 99 $ – $ – $ ( 31 ) $ 646

Equity $ 646 $ 54 $ – $ ( 281 ) $ 74 $ 493

Private equity funds 18,772 – – ( 18,508 ) 9 273

Total Level 3 assets $ 19,418 $ 54 $ – $ ( 18,789 ) $ 83 $ 766

Contingent consideration

liability (b) $ – $ 274 $ 7,754 $ ( 1,445 ) $ – $ 6,583

Total Level 3 liabilities $ – $ 274 $ 7,754 $ ( 1,445 ) $ – $ 6,583

Year Ended December 31, 2022

2 unchanged sentences

Issuances Sales/

Transfers (b) Foreign

Settlements Foreign

Adjustments Ending

Equities $ 1,671 $ ( 796 ) $ – $ ( 235 ) $ ( 62 ) $ 578

Equity $ 578 $ 99 $ – $ – $ ( 31 ) $ 646

Private equity funds 293 – 18,000 ( 13 ) 492 18,772

Total Level 3 assets $ 871 $ 99 $ 18,000 $ ( 13 ) $ 461 $ 19,418

Derivatives $ – $ – $ 11,500 $ ( 11,500 ) $ – $ –

Total Level 3 liabilities $ – $ – $ 11,500 $ ( 11,500 ) $ – $ –

_____________________

(a) Earnings recorded in “ other revenue ” for investments in Level 3 assets for the years ended December 31, 2024, 2023 and 2022 include net unrealized gains (losses) of $ 46 , $( 6 ) and $ 99 , respectively.

Unrealized losses of $ 274 were recorded in “ amortization and other acquisition-related costs ” for the contingent consideration liability for the year ended December 31, 2023.

(b) Transfers out of Level 3 private equity funds during the years ended December 31, 2023 and 2021 reflect investments valued at NAV as of December 31, 2023 and 2021.

Transfers out of Level 3 derivatives during the year ended December 31, 2021 reflected transfers of derivative liabilities for LGAC Warrants to Level 1 principally due to a change in the inputs used to value these derivatives.

(c) For the year ended December 31, 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 years ended December 31, 2023, 2022 and 2021.

Unrealized losses of $ 212 and $ 274 were recorded in “ operating expenses-other ” for the contingent consideration liability for the years ended December 31, 2024 and 2023, respectively.

(b) For the year ended December 31, 2023, acquisitions represent the initial recognition of the contingent consideration liability (noncash transaction).

Settlements for the years ended December 31, 2024 and 2023 represent aggregate cash and noncash settlement of contingent consideration after the acquisition date.

(c) Transfers out of Level 3 private equity funds during the year ended December 31, 2023 reflect investments valued at NAV that were previously valued based on the acquisition price.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2 unchanged sentences

December 31, 2024

Fair Value Measurements Using:

Carrying Value Fair Value Level 1 Level 2 Level 3

Carrying Value Fair Value Fair Value Measurements Using:

Level 1 Level 2 Level 3

Financial Assets:

11 unchanged sentences

December 31, 2023

Carrying Value Fair Value Measurements Using:

Fair Value Level 1

Carrying Value Fair Value Fair Value Measurements Using:

Financial Assets:

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_____________________

(a) monthly ( 74 %) and quarterly ( 26 %)

(a) monthly ( 100 %)

(b) daily ( 5 %) and monthly ( 95 %)

(d) monthly ( 34 %) and annually ( 66 %)

(d) monthly ( 100 %)

(e) Unfunded commitments to private equity investments consolidated but not owned by Lazard of $ 20,205 are excluded.

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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 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 consolidated statements of financial condition, and those derivative assets and liabilities are shown separately in the table below.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

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

December 31, 2024

10 unchanged sentences

Net derivatives in "other assets" and "other liabilities" 3,787 274,280

Amounts not netted (a):

Amounts not netted on the statement of financial

condition (a):

Cash collateral – ( 1,132 )

6 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

5 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 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.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8 unchanged sentences

Total $ ( 17,410 ) $ ( 61,006 ) $ 82,084

See Note 1 for additional information on LGAC Warrants.

PROPERTY, NET

6 unchanged sentences

165,727 162,075

Computer software 3 - 5

67,523 68,638

Construction in progress 33,793 11,788

3 unchanged sentences

________________________

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

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

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

Effective January 1, 2024, depreciation expense will no longer be recorded on this asset.

The Company as a Lessee

(a) On July 22, 2024, the Company completed the sale of an owned office building, including rights to the operating lease income, for gross proceeds of $ 194,283 .

The carrying amount of the property at the time of sale was $ 72,594 .

The asset was previously classified as property held for sale.

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

The sale resulted in a gain of $ 114,271 , which has been recognized in “revenue-other” on the consolidated statements of operations for the year ended December 31, 2024 and is reported in the Corporate segment.

In the table above, computer software is being reported separately where it was previously included as a component of furniture and equipment.

Prior year information has been recast to reflect the updated presentation.

The Company leases office space and equipment under non-cancelable lease agreements, which expire on various dates through 2039.

4 unchanged sentences

lease expense for these leases is recognized over the lease term on a straight-line basis.

The operating lease liabilities at commencement reflect total lease payments discounted using an incremental borrowing rate (on a collateralized basis) based on the lease term (the “Discount”), as an implicit rate was not readily determinable for any of the Company’s operating leases.

The Company determines its Discount with consideration of the Company’s public debt issuances as well as publicly available data for instruments with similar characteristics.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

determinable for any of the Company’s operating leases.

The Company determines its Discount with consideration of the Company’s public debt issuances as well as publicly available data for instruments with similar characteristics.

For office space and equipment leases, the Company accounts for the lease and non-lease components as a single lease component.

26 unchanged sentences

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

In addition, to the table above, the Company had undiscounted future lease payments of $ 119,225 related to an operating lease that was signed but not yet commenced at December 31, 2023.

This operating lease will commence in 2024 with a lease term of 15 years.

The Company as a Lessor

The Company has entered into a lease agreement which provides a third-party the right to use its owned office building.

The lease contains options to renew and terminate and is classified as an operating lease.

The following table presents the carrying value of the assets subject to leases reported on the consolidated statements of financial condition :

December 31, 2023

Property, net $ 72,921

Accumulated depreciation $ 104,171

The Company classified the owned office building as held for sale as of December 31, 2023.

For the year ended December 31, 2023, the Company’s operating lease income included in “ revenue-other ” on the consolidated statements of operations was $ 6,393 .

The following table presents undiscounted future cash inflows under the operating lease as of December 31, 2023:

Year Ending December 31,

Thereafter 24,820

Total lease payment to be received $ 60,670

In addition to the table above, the Company signed a lease agreement for additional office facilities, with lease commencement anticipated in 2027.

The lease term is 10 years and has undiscounted future lease payments of approximately $ 91,000 .

GOODWILL AND OTHER INTANGIBLE ASSETS

3 unchanged sentences

$ 393,575 $ 394,928

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Changes in the carrying amount of goodwill for the years ended December 31, 2024, 2023 and 2022 are as follows:

10 unchanged sentences

Pursuant to the Company’s goodwill impairment tests for the years ended December 31, 2024, 2023 and 2022, the Company determined that no impairment existed.

Amortization expense of intangible assets, included in “amortization and other acquisition-related costs” in the consolidated statements of operations, for the years ended December 31, 2023, 2022 and 2021 was $ 60 , $ 60 and $ 60 , respectively.

OTHER ASSETS AND OTHER LIABILITIES

1 unchanged sentence

Current income and other tax receivables $ 46,694 $ 69,700

Prepaid compensation (see Note 16)

115,972 112,124

Prepaid compensation 94,329 115,972

Other advances and prepayments 112,909 117,452

10 unchanged sentences

Securities sold, not yet purchased 4,529 4,809

Deferred offering costs – 20,125

Other 24,006 27,270

2 unchanged sentences

(a) Deferred revenue primarily relates to cash received for carried interest subject to clawback and unearned advisory fees received from private equity investments.

Revenue recognized during the year ended December 31, 2023 that was included in the deferred revenue balance as of December 31, 2022 was $ 18,775 .

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

1 unchanged sentence

December 31, 2024 December 31, 2023

Principal Unamortized

Effective Interest

Rate Principal Unamortized

Principal Unamortized

Lazard Group 2025 Senior Notes

Lazard Group 2025 Senior Notes (a)

$ 400,000 2/13/25 3.75 % – % $ – $ – $ – $ 400,000 $ 531 $ 399,469

5 unchanged sentences

500,000 3/11/29 4.375 % 4.56 % 500,000 3,875 496,125 500,000 4,022 495,978

Lazard Group 2031 Senior Notes (a)

400,000 3/15/31 6.00 % 6.16 % 400,000 4,077 395,923 – – $ –

Total $ 1,700,000 $ 12,948 $ 1,687,052 $ 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.

On June 6, 2023 , Lazard Group entered into a Second Amended and Restated Credit Agreement with a group of lenders for a five-year , $ 200,000 senior revolving credit facility expiring in June 2028 (the “Second Amended and Restated Credit Agreement”).

The Second Amended and Restated Credit Agreement amended and restated the three-year , $ 200,000 senior revolving credit facility that was due to expire in July 2023 (the “Previous Credit Agreement”) in its entirety.

Borrowings under the Second Amended and Restated Credit Agreement generally will bear interest at adjusted term SOFR plus an applicable margin for specific interest periods determined based on Lazard Group’s highest credit rating from an

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

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

Shortly following the offering, 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.

On December 12, 2024, the remaining $ 164,347 aggregate principal amount of the 2025 Notes was redeemed or otherwise retired.

On December 12, 2024, Lazard, Inc.

provided an unconditional and irrevocable guarantee for the repayment of the Lazard Group 2027 Notes, 2028 Notes, 2029 Notes and 2031 Notes (collectively, the “Lazard Group Senior Notes”).

The guarantee covers both the principal and interest payments on the senior debt and will remain in effect until all the Lazard Group Senior Notes are repaid.

As of December 31, 2024, the maximum future payments that Lazard, Inc.

could be required to make under this guarantee is the same as the carrying amount on the consolidated statements of financial

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

internationally recognized credit agency.

condition plus accrued interest.

On December 23, 2024, in conjunction with the Lazard, Inc.

guarantee of the Lazard Group Senior Notes, Lazard, Inc.

provided an unconditional and irrevocable guarantee for the obligations of Lazard Group under the Second Amended and Restated Credit Agreement (see below).

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

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

In conjunction with the Lazard, Inc.

guarantee of the Lazard Group Senior Notes, on December 23, 2024, the Company and Lazard Group entered into the First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”).

As of December 31, 2024, the Company had approximately $ 208,800 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 December 31, 2023, the Company was in compliance with such provisions.

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

The Second Amended and Restated Credit Agreement, 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.

Debt maturities relating to senior borrowings outstanding at December 31, 2024 for each of the five years in the period ending December 31, 2029 and thereafter are set forth in the table below.

5 unchanged sentences

COMMITMENTS AND CONTINGENCIES

Commitments— See Notes 7 and 17 for information regarding commitments relating to investment capital funding commitments and obligations to fund our pension plans, respectively.

See Notes 7 and 17 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 consolidated financial position or results of operations.

2 unchanged sentences

The Company may experience significant variation in its revenue and earnings on an annual basis.

Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any particular year.

The Company believes, however, based on currently available information, that the results of any pending matters, in the aggregate, will not have a material effect on its business or financial condition.

Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

particular year.

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

Share Repurchase Program — 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 as of December 31, 2024.

Date Repurchase

2 unchanged sentences

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 Lazard’s 2018 Incentive Compensation Plan, as amended (the “2018 Plan”).

July 2024 $ 200,000 December 31, 2026

The Company’s purchases under the share repurchase program over time are used to offset dilution from 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.

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There were 22,467,315 and 25,340,287 shares of our common stock held by our subsidiaries at December 31, 2024 and 2023, respectively.

Such shares of common stock are reported, at cost, as “Class A common stock held by subsidiaries” on the accompanying consolidated statements of financial condition.

Such shares of common stock are reported, at cost, as “Common stock held by subsidiaries” on the accompanying consolidated statements of financial condition.

During 2024, 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.

2 unchanged sentences

The aggregate value of all such purchases in 2024, 2023 and 2022 was approximately $ 14,300 , $ 11,100 and $ 16,500 , respectively.

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

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

During the year ended December 31, 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.

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 December 31, 2023, 2022 and 2021, no shares of Series A or Series B preferred stock were outstanding.

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

As of December 31, 2024, a total of $ 200,000 of share repurchase authorization remained available under Lazard, Inc.’s share repurchase program, which will expire on December 31, 2026 .

During the year ended December 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Other comprehensive income (loss) before reclassifications 31,107 ( 32,261 ) ( 1,154 ) 1 ( 1,155 )

Other comprehensive loss before reclassifications ( 36,923 ) ( 6,509 ) ( 43,432 ) ( 61 ) ( 43,371 )

Adjustments for items reclassified to earnings, net of tax – 6,579 6,579 – 6,579

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Balance, January 1, 2023 $ ( 156,924 ) $ ( 138,930 ) $ ( 295,854 ) $ – $ ( 295,854 )

Other comprehensive loss before reclassifications ( 64,778 ) ( 11,413 ) ( 76,191 ) – ( 76,191 )

Other comprehensive income (loss) before reclassifications 31,107 ( 32,261 ) ( 1,154 ) 1 ( 1,155 )

Adjustments for items reclassified to earnings, net of tax 1,826 5,233 7,059 – 7,059

Net other comprehensive loss ( 64,746 ) ( 7,261 ) ( 72,007 ) – ( 72,007 )

Net other comprehensive income (loss) 32,933 ( 27,028 ) 5,905 1 5,904

Balance, December 31, 2023 $ ( 123,991 ) $ ( 165,958 ) $ ( 289,949 ) $ 1 $ ( 289,950 )

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Balance, January 1, 2022 $ ( 92,178 ) $ ( 131,669 ) $ ( 223,847 ) $ – $ ( 223,847 )

Other comprehensive income (loss) before reclassifications ( 48,099 ) 33,315 ( 14,784 ) – ( 14,784 )

Other comprehensive loss before reclassifications ( 64,778 ) ( 11,413 ) ( 76,191 ) – ( 76,191 )

Adjustments for items reclassified to earnings, net of tax 32 4,152 4,184 – 4,184

Net other comprehensive income (loss) ( 24,454 ) 38,975 14,521 – 14,521

Net other comprehensive loss ( 64,746 ) ( 7,261 ) ( 72,007 ) – ( 72,007 )

Balance, December 31, 2022 $ ( 156,924 ) $ ( 138,930 ) $ ( 295,854 ) $ – $ ( 295,854 )

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________________________

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

(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 consolidated statements of operations.

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

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 16), (iii) LGAC interests (see Note 1) and (iv) consolidated VIE interests held by employees (see Note 24).

The tables below summarize net income (loss) attributable to noncontrolling interests for the years ended December 31, 2023, 2022 and 2021 and noncontrolling interests as of December 31, 2023 and 2022 in the Company’s consolidated financial statements:

Net Income (Loss)

Attributable to Noncontrolling Interests

Year Ended December 31,

2023 2022 2021

Edgewater $ 6,051 $ 31,314 $ 10,466

LFI Consolidated Funds 10,150 ( 11,415 ) 7,950

LGAC 1,968 15,064 ( 3,940 )

Total $ 18,172 $ 34,966 $ 14,481

Noncontrolling Interests

as of December 31,

Edgewater $ 46,571 $ 44,681

Profits interest participation rights 11,843 10,792

LFI Consolidated Funds – 74,164

LGAC – ( 10,714 )

Total $ 58,428 $ 118,936

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 December 31, 2023 (see Note 24).

Consolidated VIE interests held by employees (vested LFI awards), which may be redeemed at any time at

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

the option of the holder for cash, are recorded on the Company’s 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.

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 consolidated statements of financial position at redemption value and classified as temporary equity.

Dividends Declared, January 29, 2025 —On January 29, 2025 , the Board of Directors of Lazard declared a quarterly dividend of $ 0.50 per share on our common stock.

2 unchanged sentences

Share-Based Incentive Plan Awards

A description of the Company’s 2018 Plan and 2008 Incentive Compensation Plan (the “2008 Plan”) and activity with respect thereto during the years ended December 31, 2023, 2022 and 2021 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.

Total shares available for issuance under incentive compensation plans are primarily from the 2018 Plan, which became effective on April 24, 2018 and was amended on May 9, 2024 to increase the aggregate number of shares authorized for issuance by 20,000,000 shares.

The aggregate number of shares authorized for issuance under the 2018 Plan is 70,000,000 .

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.

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 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 consolidated statements of operations:

Such shares may be issued pursuant to the grant or exercise of stock options;

stock appreciation rights;

restricted stock units, restricted stock awards, and deferred stock units (collectively “RSUs”);

performance-based restricted stock units (“PRSUs”);

profits interest participation rights (“PIPRs”);

and other share-based awards.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following reflects the expense with respect to share-based incentive plans, which is primarily recorded within “compensation and benefits” expense in the Company’s accompanying consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

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PRSUs 1,110 2,488 2,011

RSAs 25,073 23,923 17,765

PIPRs 55,335 55,712 86,810

DSUs 1,862 2,233 2,116

Total $ 277,743 $ 250,570 $ 240,641

2 unchanged sentences

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 CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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.

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.

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.

RSUs and PRSUs

RSUs generally require future service as a condition for vesting (unless the recipient is then eligible for retirement under the Company’s retirement policy or is a non-executive member of the Board of Directors) 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 year ended December 31, 2023, dividend participation rights required the issuance of 711,673 RSUs and the associated charge to “retained earnings” (with corresponding credits to “additional paid-in-capital”) was $ 21,638 .

In connection with RSUs that settled during the year ended December 31, 2023, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,213,264 shares of common stock during the year.

Accordingly, 2,158,820 shares of common stock, respectively, held by the Company were delivered during the year ended December 31, 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 receives upon vesting of a PRSU is calculated by reference to certain performance-based and market-based metrics that relate to Lazard Ltd’s performance over a three-year period.

RSUs generally include a dividend participation right during the applicable vesting period, which is payable in additional units.

During the year ended December 31, 2024, dividend participation rights required the issuance of an aggregate 748,876 units of RSUs and the associated aggregate charge to “retained earnings” (with a corresponding credit to “additional paid-in-capital”) was $ 30,378 .

In connection with RSUs and PRSUs that settled during the year ended December 31, 2024, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,621,960 and 29,690 shares, respectively, of common stock during the year.

Accordingly, 2,649,234 and 33,479 shares, respectively, of common stock held by the Company were delivered during the year ended December 31, 2024.

PRSUs are a type of RSU that is incrementally subject to performance-based and service-based vesting conditions and a market-based condition.

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

2 unchanged sentences

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 year ended December 31, 2023 were 62,654 .

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.

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

NOTES TO 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 for the year ended December 31, 2023:

RSUs PRSUs DSUs

The following is a summary of activity relating to RSUs and PRSUs for the year ended December 31, 2024:

Units Weighted

Fair Value Units Weighted

Balance, January 1, 2024 12,633,027 $ 36.16 125,465 $ 41.07

3 unchanged sentences

Settled ( 4,271,194 ) $ 38.52 ( 63,169 ) $ 46.63

PRSUs performance units earned (a) 30,775 $ 46.63

Balance, December 31, 2024 16,212,004 $ 37.07 62,296 $ 35.44

_____________________

(a) Represents PRSUs earned during the fiscal year under the performance conditions of previously-granted PRSU awards in excess of the target payout levels of such awards.

The weighted-average grant date fair value of RSUs granted in 2023 and 2022 was $ 36.54 and $ 33.69 , respectively.

The weighted-average grant date fair value of PRSUs granted in 2022 and 2021 was $ 35.44 and $ 46.63 , respectively.

The weighted-average grant date fair value of DSUs granted in 2023, 2022 and 2021 was $ 29.71 , $ 35.78 and $ 46.75 , respectively.

As of December 31, 2023, the total estimated unrecognized compensation expense of RSUs and PRSUs was $ 122,498 and $ 1,185 , respectively.

The Company expects to expense such amounts over weighted-average periods of approximately 0.9 and 0.4 years, respectively, subsequent to December 31, 2023.

The following is a summary of activity related to RSAs associated with compensation arrangements during the year ended December 31, 2023:

RSAs Weighted

Balance, January 1, 2023 1,266,424 $ 36.99

Granted (including 94,985 relating to dividend participation)

670,064 $ 37.60

Forfeited ( 15,897 ) $ 39.14

Settled ( 684,645 ) $ 39.13

Balance, December 31, 2023 1,235,946 $ 36.10

The weighted-average grant date fair value of RSAs granted in 2023, 2022 and 2021 was $ 37.60 , $ 33.37 and $ 43.80 , respectively.

In connection with RSAs that settled during the year ended December 31, 2023, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 279,385 shares of common stock during the year.

Accordingly, 405,260 shares of common stock held by the Company were delivered during the year ended December 31, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

RSAs 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 year ended December 31, 2023, dividend participation rights required the issuance of 94,985 RSAs and the associated charge to “retained earnings” (with corresponding credits to “additional paid-in-capital”) was $ 2,977 .

At December 31, 2023, estimated unrecognized RSAs expense was $ 15,967 , with such expense to be recognized over a weighted average period of approximately 0.8 years subsequent to December 31, 2023.

Profits Interest Participation Rights

Profits interest participation rights (“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.

The weighted-average grant date fair value of PRSUs granted in 2022 was $ 35.44 .

As of December 31, 2024, the total estimated unrecognized compensation expense of RSUs was $ 201,065 .

The Company expects to expense such amounts over weighted-average periods of approximately 1.7 years subsequent to December 31, 2024.

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.

1 unchanged sentence

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.

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.

3 unchanged sentences

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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

4 unchanged sentences

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

• 40 % if, during the seven years following the date of grant, the Company’s 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”).

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

Each Tranche, as described below, 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”).

SP-PIPRs 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”);

• 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.

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.

8 unchanged sentences

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

Performance units earned (b) 484,827 $ 46.63

Balance, December 31, 2024 3,331,563 $ 35.77 963,660 $ 35.44 2,250,000 $ 15.06

1 unchanged sentence

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

(b) Represents P-PIPRs earned during the fiscal year under the performance conditions of previously-granted P-PIPR awards in excess of the target payout levels of such awards.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

The weighted-average grant date fair value of ordinary PIPRs and SP-PIPRs granted in 2023 was $ 34.50 and $ 15.06 , respectively.

The weighted-average grant date fair value of ordinary PIPRs and P-PIPRs granted in 2022 was $ 32.95 and $ 35.44 , respectively.

The weighted-average gr ant date fair value of ordinary PIPRs and SP-PIPRs granted in 2023 was $ 34.50 and $ 15.06 , respectively.

The weighted-average grant date fair value of ordinary PIPRs and P-PIPRs granted in 2022 was $ 32.95 and $ 35.44 , respectively.

2 unchanged sentences

As of December 31, 2024, the total estimated unrecognized compensation expense of all profits interest participation rights was $ 51,032 and the Company expects to expense such amount over a weighted-average period of approximately 2.9 years subsequent to December 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

LFI and Other Similar Deferred Compensation Arrangements

19 unchanged sentences

Total $ 116,585 $ 205,820 $ 110,617

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Cash Retention Awards

During the year ended December 31, 2024, the Company granted and paid approximately $ 94,000 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 consolidated statements of operations.

Amortization expense for the year ended December 31, 2024 was $ 51,377 .

The remaining prepaid compensation asset was $ 37,380 as of December 31, 2024.

Incentive Awards Granted in the First Quarter of 2025

In the first quarter of 2024, the Company granted approximately $ 374,000 of deferred share-based incentive compensation awards to eligible employees as part of the 2023 year-end compensation process.

In the first quarter of 2025, the Company granted approximately $ 441,000 of deferred incentive compensation awards to eligible employees as part of the 2024 year-end compensation process.

These grants included:

and LFI and other similar deferred compensation arrangements.

The Company also granted approximately $ 95,000 of cash retention awards that are subject to a required three-year service period subsequent to payment by the Company.

If the service requirement is not met, the award is subject to clawback.

The cash retention awards will be amortized over the requisite service period beginning on the grant date.

RSUs, PIPRs, and LFI and other similar deferred compensation arrangements.

EMPLOYEE BENEFIT PLANS

1 unchanged sentence

The Company also offers defined contribution plans to its employees.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

pension plans generally provide benefits to participants based on average levels of compensation.

The pension plans generally provide benefits to participants based on average levels of compensation.

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 consolidated statements of operations.

2 unchanged sentences

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

Contributions to the non-U.S.

Contributions to both the U.S.

pension plans during the year ending December 31, 2025 are not expected to be material.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following table summarizes the changes in the benefit obligations, the fair value of the assets, the funded status and amounts recognized in the consolidated statements of financial condition for the post-retirement plans.

27 unchanged sentences

For the years ended December 31, 2024 and 2023, the change in the benefit obligation related to the actuarial (gain) loss is principally attributable to changes in the discount rates.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following table summarizes the fair value of plan assets, the accumulated benefit obligation and the projected benefit obligation at December 31, 2024 and 2023:

8 unchanged sentences

Projected benefit obligation $ 16,606 $ 19,999 $ 425,819 $ 470,702 $ 442,425 $ 490,701

NOTES TO 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), the return on the Company’s post-retirement plan assets, benefits paid, contributions and other amounts recognized in AOCI for the years ended December 31, 2024, 2023 and 2022:

9 unchanged sentences

Net actuarial loss 7,969 6,647 5,040

Settlement loss – – 1,056

Net periodic benefit cost (credit) $ 3,802 $ 4,080 $ ( 7,663 )

10 unchanged sentences

Net amount recognized in total periodic benefit cost and AOCI $ 3,484 $ 39,759 $ 4,582

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The assumptions used to develop actuarial present value of the projected benefit obligation and net periodic pension cost as of or for the years ended December 31, 2024, 2023 and 2022 are set forth below:

6 unchanged sentences

Expected long-term rate of return on plan assets 5.4 % 5.1 % 3.4 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Generally, the Company determined the discount rates for its defined benefit plans by utilizing indices for long-term, high-quality bonds and ensuring that the discount rate does not exceed the yield reported for those indices after adjustment for the duration of the plans’ liabilities.

4 unchanged sentences

2030-2034 139,498

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Plan Assets — The following tables present the categorization of our pension plans’ assets as of December 31, 2024 and 2023, measured at fair value, into a fair value hierarchy and investments measured at NAV or its equivalent as a practical expedient in accordance with fair value measurement disclosure requirements:

9 unchanged sentences

Total $ 103,808 $ 90,357 $ – $ 244,761 $ 438,926

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

As of December 31, 2023

13 unchanged sentences

Consistent with the plans’ investment strategies, at December 31, 2024 and 2023, the Company’s U.S.

pension plan had 50 % and 57 %, respectively, of the plans’ assets invested in equity funds in Level 1 and measured at NAV or its equivalent as a practical expedient, 47 % and 42 %, respectively, invested in Level 1 debt funds, and at December 31, 2023 and 2022, 3 % and 1 %, respectively, invested in cash, which is a Level 1 asset.

pension plan had 53 % and 50 %, respectively, of the plans’ assets invested in equity funds in Level 1 and measured at NAV or its equivalent as a practical expedient, 47 % and 47 %, respectively, invested in Level 1 debt funds, and at December 31, 2023, 3 % was invested in cash, which is a Level 1 asset.

The Company’s non-U.S.

1 unchanged sentence

78 % and 70 %, respectively, of the plans’ assets invested in debt and debt funds that are Level 1, Level 2 and measured at NAV or its equivalent as a practical expedient, and 3 % and 4 %, respectively, of the plans’ assets invested in cash, which is a Level 1 asset, other investments, which is a Level 2 asset, or in alternative investment funds that are primarily measured at NAV.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Investment Policies and Strategies —The primary investment goal is to ensure that the pension plans remain well funded, taking account of the likely future risks to investment returns and contributions.

6 unchanged sentences

Such contributions amounted to $ 21,136 , $ 22,190 and $ 19,692 for the years ended December 31, 2024, 2023 and 2022, respectively, which are included in “compensation and benefits” expense on the consolidated statements of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

COST-SAVING INITIATIVES

The Company conducted firm-wide cost-saving initiatives that will continue through the first quarter of 2024.

Expenses and losses associated with the cost-saving initiatives for the year ended December 31, 2023 consisted of the following:

The Company conducted firm-wide cost-saving initiatives over the course of 2023, which were completed during the first quarter of 2024.

Expenses and losses associated with the cost-saving initiatives for the years ended December 31, 2024 and 2023 consisted of the following:

Year Ended December 31, 2024

4 unchanged sentences

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

Other 708 14 1,397 2,119

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

Year Ended December 31, 2023

Financial Advisory Asset Management Corporate Total

Severance and other employee

termination expenses (included

in "compensation and benefits"

expense) $ 98,219 $ 49,152 $ 34,732 $ 182,103

Technology asset impairments

7 unchanged sentences

Total $ 102,428 $ 57,499 $ 40,077 $ 200,004

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Additional compensation and benefits expense of approximately $ 40,000 was incurred in the first quarter of 2024.

Activity related to the obligations pursuant to the cost-saving initiatives during the year ended December 31, 2024 was as follows:

7 unchanged sentences

(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.

See Note 1 for information on Lazard’s Conversion to a U.S.

C-Corporation on January 1, 2024.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

is subject to U.S.

federal income taxes on all its 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 components of the Company’s provision (benefit) for income taxes for the years ended December 31, 2024, 2023 and 2022, and a reconciliation of the U.S.

14 unchanged sentences

federal statutory income tax rate 21.0 % 21.0 % 21.0 %

BEAT and GILTI tax – – 0.4

Foreign source income not subject to U.S.

17 unchanged sentences

Details of the Company’s deferred tax assets and liabilities are as follows:

Deferred Tax Assets:

Gross Deferred Tax Assets:

Basis adjustments (a) $ 74,214 $ 96,534

7 unchanged sentences

Deferred tax assets (net of valuation allowance) 587,173 589,106

Deferred Tax Liabilities:

Gross Deferred Tax Liabilities:

Depreciation and amortization 8,049 9,221

2 unchanged sentences

Other 22,929 17,587

Deferred tax liabilities 95,623 103,687

Gross deferred tax liabilities 108,675 95,623

Net deferred tax assets $ 478,498 $ 493,483

3 unchanged sentences

Certain of our tax-paying entities have individually experienced losses on a cumulative three year basis or have tax attributes that may expire unused.

In addition, some of our tax-paying entities have recorded a valuation allowance on substantially all of their deferred tax assets due to the combined effect of operating losses in certain subsidiaries of these entities as well as foreign taxes that together substantially offset any U.S.

tax liability.

12 unchanged sentences

The Company had net operating loss and tax credit carryforwards for which related deferred tax assets of $ 259,134 were recorded at December 31, 2024 primarily relating to:

(i) indefinite-lived net operating loss carryforwards (subject to various limitations) of approximately $ 92,000 in Australia, Germany, Hong Kong, Saudi Arabia, Singapore and the U.S.;

(i) indefinite-lived net operating loss carryforwards (subject to various limitations) of approximately $ 91,000 in Brazil, Germany, Hong Kong, Saudi Arabia and the U.S.;

(ii) carryforwards of approximately $ 151,000 that expire in different periods, including U.S.

foreign tax credits of $ 5,600 that begin to expire in 2024 and are fully offset by a valuation allowance.

foreign tax credits of which $ 19,000 , if unused, will expire in 2028 and are fully offset by a valuation allowance.

With few exceptions, the Company is no longer subject to income tax examination by foreign tax authorities and by U.S.

33 unchanged sentences

2024 2023 2022

Net income (loss) attributable to Lazard Ltd $ ( 75,479 ) $ 357,517 $ 528,064

Add - adjustment for earnings attributable to participating securities

Net income (loss) attributable to Lazard $ 279,912 $ ( 75,479 ) $ 357,517

Adjustment for earnings attributable to participating securities

( 6,886 ) ( 4,440 ) ( 5,732 )

Net income (loss) attributable to Lazard Ltd - basic ( 79,919 ) 351,785 519,417

Add - adjustment for earnings attributable to participating securities

Net income (loss) attributable to Lazard - basic 273,026 ( 79,919 ) 351,785

Adjustment for earnings attributable to participating securities

1,233 – 2,641

Net income (loss) attributable to Lazard Ltd - diluted $ ( 79,919 ) $ 354,426 $ 526,485

Net income (loss) attributable to Lazard - diluted $ 274,259 $ ( 79,919 ) $ 354,426

Weighted average number of shares of common stock outstanding

89,858,730 86,751,822 93,994,663

Add - adjustment for shares of common stock issuable on a non-contingent basis

Weighted average number of shares of common stock issuable on a non-contingent basis

3,280,622 2,242,163 1,669,466

1 unchanged sentence

93,139,352 88,993,985 95,664,129

Add - dilutive effect, as applicable, of:

Weighted average number of incremental shares of common stock issuable from share-based incentive compensation (a)

2 unchanged sentences

102,392,171 88,993,985 100,997,674

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

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

Basic $ 2.93 $ ( 0.90 ) $ 3.68

1 unchanged sentence

_____________________

(a) The aggregate weighted average number of incremental shares of common stock issuable from RSUs, PRSUs and PIPRs for the year ended December 31, 2023 of 4,779,627 , 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 year ended December 31, 2024 of 1,463,646 and from RSUs, PRSUs and PIPRs for the year ended December 31, 2023 of 4,779,627 , 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

5 unchanged sentences

The Second Amended and Restated Tax Receivable Agreement, dated as of October 26, 2015 (the “TRA”), between Lazard and LTBP Trust, a Delaware statutory trust (the “Trust”), provides for the payment by our subsidiaries to the Trust of (i) approximately 45 % of the amount of cash savings, if any, in U.S.

federal, state and local income tax or

federal, state and local income tax or franchise tax that we actually realize as a result of the increases in the tax basis of certain assets and of certain other tax benefits related to the TRA, and (ii) an amount that we currently expect will equal 85 % of the cash tax savings that may

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

franchise tax that we actually realize as a result of the increases in the tax basis of certain assets and of certain other tax benefits related to the TRA, and (ii) an amount that we currently expect will equal 85 % of the cash tax savings that may arise from tax basis increases attributable to payments under the TRA.

arise from tax basis increases attributable to payments under the TRA.

Our subsidiaries expect to benefit from the balance of cash savings, if any, in income tax that our subsidiaries realize from such tax basis increases.

2 unchanged sentences

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.

1 unchanged sentence

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 in the year ended December, 31 2023 of reducing the estimated liability under the TRA.

For the years ended December 31, 2023, 2022 and 2021, the Company recorded a “provision (benefit) pursuant to tax receivable agreement” on the consolidated statements of operations of $( 43,894 ), $( 1,209 ) and $ 2,199 , respectively.

In addition, the Company made a payment under the TRA in the year ended December 31, 2023 of $ 32,208 .

The periodic revaluation of the TRA liability and the assumptions reflected in the estimate had the effect in the year ended December 31, 2024 of reducing the estimated liability under the TRA.

As a result, for the years ended December 31, 2024, 2023 and 2022, the Company recorded a “benefit pursuant to tax receivable agreement” on the consolidated statements of operations of $ 8,237 , $ 43,894 and $ 1,209 , respectively.

The cumulative liability relating to our obligations under the TRA as of December 31, 2024 and 2023 was $ 75,899 and $ 115,087 , respectively, and is recorded in “tax receivable agreement obligation” on the consolidated statements of financial condition.

5 unchanged sentences

In addition, the ratio of aggregate indebtedness (as defined) to net capital may not exceed 15:1.

At December 31, 2023, LFNY exceeded its minimum requirement for regulatory net capital of $ 6,529 , and was in compliance with its aggregate indebtedness to net capital ratio requirement.

At December 31, 2024, LFNY’s regulatory net capital was $ 145,582 , which exceeded the minimum requirement by $ 138,248 .

LFNY’s aggregate indebtedness to net capital ratio was 0.76 :1 as of December 31, 2024.

subsidiaries of the Company, including LCL, Lazard Fund Managers Limited and Lazard Asset Management Limited (collectively, the “U.K.

3 unchanged sentences

CFLF, under which asset management and commercial banking activities are carried out in France, is subject to regulation by the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”) for its banking activities conducted through its subsidiary, LFB.

LFB, as a registered bank, is engaged primarily in commercial and private banking services for clients

LFB, as a registered bank, is engaged primarily in commercial and private banking services for clients and funds managed by LFG (asset management) and other clients, and asset-liability management.

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 December 31, 2024, the consolidated regulatory net capital of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

and funds managed by LFG (asset management) and other clients, and asset-liability management.

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 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 .

CFLF was $ 146,131 , which exceeded the minimum requirement set for regulatory capital levels by $ 61,858 .

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.

In 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.

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, 2024, the regulatory net capital of the combined European regulated group was $ 167,784 , which exceeded the minimum requirement set for regulatory capital levels by $ 73,786 .

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.

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.

4 unchanged sentences

The Company’s reportable segments offer different products and services and are managed separately, as different levels and types of expertise are required to effectively manage the segments’ transactions.

Each segment is reviewed to determine the allocation of resources and to assess its performance.

The Company’s principal operating activities are included in its Financial Advisory and Asset Management business segments as described in Note 1.

In addition, as described in Note 1, the Company records selected other activities in its Corporate segment.

The Company’s segment information for the years ended December 31, 2023, 2022 and 2021 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 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.

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, information technology, facilities management and senior management activities.

For the years ended December 31, 2023, 2022 and 2021, no individual client constituted more than 10% of the net revenue of any of the Company’s business segments.

Each segment is reviewed by the Chief Operating Decision Maker (the “CODM”) to determine the allocation of resources and to assess its performance.

The Company’s reportable segments are Financial Advisory, Asset Management, and Corporate, which are described in Note 1.

The Company’s CODM is the Company’s Chief Executive Officer.

The CODM assesses the segments’ performance by each segment’s adjusted operating income (loss) attributable to each of the segments.

The Company previously disclosed each segments’ U.S.

GAAP operating income (loss) as the segment’s measure of profit and loss.

Comparable prior year information has been recast to reflect the updated measure.

Adjusted operating income (loss) is also used by the CODM to allocate compensation and non-compensation related resources to each segment.

For the years ended December 31, 2024, 2023 and 2022, no individual client constituted more than 10% of the net revenue of any of the Company’s reportable segments.

The table below provides select financial information about the Company’s segments, including adjusted compensation and benefits expense and adjusted non-compensation expense (both of which are significant expense categories on which the CODM is regularly provided information), other segments items, and adjusted operating income (loss).

Adjusted compensation and benefits expense and adjusted non-compensation expense include costs directly incurred by each segment, with certain adjustments.

Adjusted non-compensation expense includes expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services.

Other segment items include certain adjustments to calculate adjusted operating income, including:

• Noncontrolling interests;

• Certain distribution, introducer and management fees paid to third parties and reimbursable deal costs;

• Provision for credit losses;

• Changes in the fair value of investments held in connection with LFI and other similar deferred compensation arrangements;

• Interest expense, excluding interest expense incurred by LFB;

NOTES TO 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:

• Asset impairment charges;

• Losses associated with the closing of certain offices as part of the cost-saving initiatives, including the reclassification of currency translation adjustments to earnings from accumulated other comprehensive loss and transactions related to foreign currency exchange;

• The gain on sale of an owned office building.

Inter-segment revenues are not material for all periods presented.

The CODM does not regularly receive asset information by segment and does not use segment asset information to assess performance or allocate resources.

Year Ended December 31, 2024

2023 2022 2021

Financial Advisory Net Revenue $ 1,385,357 $ 1,666,156 $ 1,764,509

Operating Expenses (a)

1,489,862 1,304,715 1,356,567

Operating Income (Loss)

$ ( 104,505 ) $ 361,441 $ 407,942

Asset Management Net Revenue $ 1,151,496 $ 1,204,927 $ 1,424,985

Operating Expenses (a)

1,011,574 963,640 1,032,825

Operating Income $ 139,922 $ 241,287 $ 392,160

Corporate Net Revenue (Loss) $ ( 21,364 ) $ ( 97,512 ) $ 3,554

Operating Expenses (Credit) (a)

Financial Advisory

Asset Management

Net Revenue - U.S.

GAAP Basis $ 1,756,183 $ 1,186,977 $ 108,677 $ 3,051,837

Adjusted Compensation and Benefits Expense 1,132,017 603,333 168,113 1,903,463

Adjusted Non-compensation Expense 202,007 229,960 143,179 575,146

Other Segment Items ( 25,134 ) ( 87,103 ) ( 50,046 ) ( 162,283 )

Adjusted Operating Income (Loss) $ 397,025 $ 266,581 $ ( 252,661 ) $ 410,945

Other Segment Disclosures:

Interest income (included in net revenue) $ 4,730 $ 14,457 $ 34,417 $ 53,604

Depreciation and amortization of property

(included in adjusted non-compensation

expense) $ 8,398 $ 5,704 $ 22,129 $ 36,231

Year Ended December 31, 2023

Financial Advisory Asset Management Corporate Total

Net Revenue (Loss) - U.S.

GAAP Basis $ 1,385,357 $ 1,151,496 $ ( 21,364 ) $ 2,515,489

Adjusted Compensation and Benefits Expense 1,014,352 545,308 142,877 1,702,537

Adjusted Non-compensation Expense 193,661 218,903 158,940 571,504

Other Segment Items ( 28,522 ) ( 83,937 ) 36,589 ( 75,870 )

Adjusted Operating Income (Loss) $ 148,822 $ 303,348 $ ( 286,592 ) $ 165,578

Other Segment Disclosures:

Interest income (included in net revenue) $ 1,561 $ 19,752 $ 20,709 $ 42,022

Depreciation and amortization of property

(included in adjusted non-compensation

expense) $ 8,458 $ 6,448 $ 27,860 $ 42,766

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Year Ended December 31, 2022

Financial Advisory Asset Management Corporate Total

Net Revenue (Loss) - U.S.

GAAP Basis $ 1,666,156 $ 1,204,927 $ ( 97,512 ) $ 2,773,571

Adjusted Compensation and Benefits Expense 939,164 557,887 159,787 1,656,838

Adjusted Non-compensation Expense 184,439 205,061 128,673 518,173

Other Segment Items ( 13,734 ) ( 106,262 ) 115,483 ( 4,513 )

Adjusted Operating Income (Loss) $ 528,819 $ 335,717 $ ( 270,489 ) $ 594,047

Other Segment Disclosures:

Interest income (included in net revenue) $ 4,074 $ 6,247 $ 19,136 $ 29,457

Depreciation and amortization of property

(included in adjusted non-compensation

expense) $ 8,968 $ 9,363 $ 20,922 $ 39,253

The table below provides a reconciliation of the Company's consolidated adjusted operating income (loss) to the Company’s consolidated U.S.

GAAP operating income (loss).

Year Ended December 31,

2024 2023 2022

Operating Loss

Adjusted Operating Income $ 410,945 $ 165,578 $ 594,047

Operating income related to noncontrolling interests and similar

arrangements (a)

6,787 18,169 34,963

Total Net Revenue $ 2,515,489 $ 2,773,571 $ 3,193,048

Operating Expenses (a)

Interest expense (b)

( 87,795 ) ( 77,457 ) ( 76,528 )

Operating Income (Loss)

Amortization and other acquisition-related costs ( 242 ) ( 334 ) ( 60 )

Asset impairment charges – ( 19,129 ) –

Losses associated with cost-saving initiatives (c)

( 587 ) ( 4,878 ) –

Expenses associated with cost-saving initiatives ( 48,142 ) ( 195,126 ) –

Gain on sale of property (d)

Expenses associated with sale of property (e)

( 17,002 ) – –

(a) Operating expenses include depreciation and amortization of property as set forth in table below.

Year Ended December 31,

Expenses related to office space reorganization (f)

– – ( 3,764 )

Financial Advisory $ 8,517 $ 8,968 $ 8,480

Asset Management

Expenses associated with senior management transition (g)

– ( 10,674 ) ( 33,019 )

Benefit pursuant to tax receivable obligation ("TRA") (h)

8,237 43,894 1,209

Total $ 42,853 $ 42,336 $ 38,315

Financial Advisory $ 1,154,483 $ 1,099,921

Asset Management (b) 1,232,364 1,786,830

Corporate (b) 2,248,934 2,965,810

Total $ 4,635,781 $ 5,852,561

Operating Income (Loss) - U.S.

GAAP Basis $ 386,472 $ ( 79,957 ) $ 516,848

_____________________

(b) Effective December 31, 2023, certain assets, primarily “deposits with banks and short-term investments”, previously reported in the Corporate segment are reported in the Asset Management segment resulting from a change in the segment in which such assets are managed.

Comparable prior year information has been recast to reflect the updated presentation.

(a) Revenue and expenses related to the consolidation of noncontrolling interests and similar arrangements are excluded because the Company has no economic interest in such amounts.

(b) Interest expense (excluding interest expense incurred by LFB) is added back in determining adjusted net revenue because such expense relates to corporate financing activities and is not considered to be a cost directly related to the revenue of our business.

(c) Represents losses associated with the closing of certain offices as part of the cost-saving initiatives, including the reclassification of currency translation adjustments to earnings from accumulated other comprehensive losses in the years ended December 31, 2024 and 2023 and transactions related to foreign currency exchange in the year ended December 31, 2023.

(d) Represents gain on the sale of an owned office building.

(e) Represents estimated statutory profit-sharing expenses associated with the sale of an owned office building.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

(f) Represents building depreciation and other costs related to office space reorganization.

(g) Represents expenses associated with senior management transition reflecting the departure of certain executive officers.

(h) Represents the effect of the periodic revaluation of the TRA liability.

Geographic Information

6 unchanged sentences

2024 2023 2022

Net Revenue - U.S.

Americas $ 1,536,298 $ 1,193,056 $ 1,487,056

2 unchanged sentences

Total $ 3,051,837 $ 2,515,489 $ 2,773,571

Operating Income:

Operating Income (Loss) - U.S.

Americas $ 101,675 $ ( 224,857 ) $ 235,640

8 unchanged sentences

CONSOLIDATED VIEs

The Company’s consolidated VIEs as of December 31, 2022 include LGAC (see Note 1) and as of December 31, 2023 and 2022 include certain funds (“LFI Consolidated Funds”) that were established for the benefit of employees participating in the Company’s existing LFI deferred compensation arrangement.

LFI Consolidated Funds

The Company’s consolidated VIEs as of December 31, 2024 and 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 $ 68,452 and $ 113,174 of LFI held by Lazard Group as of December 31, 2024 and 2023, respectively, can only be used to settle the obligations of LFI Consolidated Funds.

The Company’s consolidated VIE assets and liabilities for LFI

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Company’s consolidated VIE assets and liabilities for LFI Consolidated Funds as reflected in the consolidated statements of financial condition consist of the following at December 31, 2023 and 2022.

Consolidated Funds as reflected in the consolidated statements of financial condition consist of the following at December 31, 2024 and 2023.

Cash and cash equivalents $ 2,456 $ 4,627

7 unchanged sentences

$ 367 $ 23,851

Lazard Growth Acquisition Corp.

In addition, the Company’s consolidated VIEs for the year ended December 31, 2023 included Lazard Growth Acquisition Corp.

I (“LGAC”), a former special purpose acquisition company.

The Company held a controlling financial interest in LGAC through a subsidiary’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.

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 consolidated statement of operations for the year ended December 31, 2023.

In addition, $ 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.

SUPPLEMENTAL FINANCIAL INFORMATION

3 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-K

Item 8. Financial Statements and Supplementary Data