Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during our most recent fiscal quarter that has materially affected, or is likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), and the related report of our independent registered public accounting firm, are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.
Item 9B. Other Information
On December 13, 2024 , Peter R. Orszag , the Company’s Chief Executive Officer and Chairman , adopted a trading plan for the sale of shares of the Company’s common stock, which is designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act. The plan expires on the earlier of April 30, 2025 or upon the sale of the maximum number of shares under the trading plan. The aggregate number of shares to be sold under the plan is equal to 50% of the shares underlying equity awards that are scheduled to vest during the term of the plan, representing up to approximately 130,000 shares of the Company’s common stock. Sales of the shares pursuant to the plan, together with any incremental sales to the Company, are intended to cover estimated taxes and other personal expenditures.
During the three months ended December 31, 2024, no other director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “Non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding members of the Board of Directors, including its audit committee and audit committee financial expert, as well as information regarding our Code of Business Conduct and Ethics that applies to our Chief Executive Officer and senior financial officers, will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference. Information regarding our executive officers is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant”.
The information required to be furnished pursuant to this item with respect to compliance with Section 16(a) of the Exchange Act will be set forth under the caption “Section 16(a) Beneficial Ownership Reporting and Compliance” in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, and is incorporated herein by reference.
We have adopted an insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors, officers and employees and other covered persons, as well as Lazard, Inc. itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and New York Stock Exchange listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Item 11. Executive Compensation
Information regarding executive officer and director compensation will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management and related shareholder matters will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2024 regarding securities issued under our 2018 Incentive Compensation Plan and 2008 Incentive Compensation Plan.
Plan
Category Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and Rights Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the
Second Column)
Equity compensation plans approved by security holders 2018 Incentive Compensation Plan(1) 22,767,840 (4)
25,079,950
Equity compensation plans approved by security holders 2008 Incentive Compensation Plan(2) 51,683 (3)
(4)
–
Total 22,819,523 (3)
25,079,950
_____________________
(1) Our 2018 Incentive Compensation Plan was approved by the stockholders of Lazard on April 24, 2018 and was amended on May 9, 2024 and April 29, 2021 to increase the aggregate number of shares authorized for issuance under
129
the 2018 Plan. The aggregate number of shares authorized for issuance under the 2018 Plan is 70 million. The 2018 Plan replaced the 2008 Incentive Compensation Plan, which was terminated on April 24, 2018.
(2) Our 2008 Incentive Compensation Plan was approved by the stockholders of Lazard on May 6, 2008. The 2008 Incentive Compensation Plan was terminated on April 24, 2018, although awards granted under the 2008 Incentive Compensation Plan remain outstanding and continue to be subject to its terms.
(3) Represents outstanding stock unit awards and PIPRs, after giving effect to forfeitures, as of December 31, 2024. As of that date, the only grants made under the 2018 Incentive Compensation Plan have been in the form of stock unit awards and profits interest participation rights. See Note 16 of Notes to Consolidated Financial Statements for a description of the plans.
(4) Each restricted stock unit awarded under our 2018 Incentive Compensation Plan and 2008 Incentive Compensation Plan was granted at no cost to the persons receiving them and represents the contingent right to receive the equivalent number of shares of common stock. Performance-based units awarded represent the contingent right to receive common stock based on the achievement of both performance-based and market-based criteria, the number of shares of common stock that ultimately may be received generally will range from zero to 2.4 times the target number. Profits interest participation rights, including P-PIPRs and excluding SP-PIPRs, represent the contingent right to receive the equivalent number of shares of common stock in exchange for such rights, subject to the satisfaction of certain vesting criteria and the Minimum Value Condition, and, in the case of P-PIPRs, certain performance-based criteria and beginning with P-PIPRs granted in 2021, incremental market-based conditions. For P-PIPRs granted prior to February 2021, the number of shares of common stock that ultimately may be received generally will range from zero to two times the target number. For P-PIPRs awards granted beginning in February 2021, subject to both performance-based and incremental market-based criteria, the number of shares that may be received will range from zero to 2.4 times the target number. SP-PIPRs are eligible to vest in three tranches based on the achievement of service conditions and Tranche-specific common stock milestones. See Note 16 of Notes to Consolidated Financial Statements.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions, and director independence, will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information regarding principal accountant fees and services will be presented in Lazard, Inc.’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be held in Spring 2025, and is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Report:
1. Consolidated Financial Statements
The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed on page F-1 hereof and in Part II, Item 8 hereof.
2. Financial Statement Schedule
The financial statement schedule required in the Annual Report on Form 10-K is listed on page F-1 hereof. The required schedule appears on pages F-2 through F-6 hereof. All other schedules have been omitted because they are not applicable, not required or the information required is included in the Company’s consolidated financial statements or notes thereto.
3. Exhibits
3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report (File No. 001-32492) on Form 8-K filed on January 2, 2024).
3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report (File No. 001-32492) on Form 8-K filed on January 2, 2024).
4.1 Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report (File No. 001-32492) on Form 8-K filed on January 2, 2024).
4.2 Indenture, dated as of May 10, 2005, by and between Lazard Group LLC and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Lazard Group LLC’s Registration Statement (File No. 333-126751) on Form S-4 filed on July 21, 2005).
4.3 Sixth Supplemental Indenture, dated as of February 13, 2015, between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on February 13, 2015).
4.4 Seventh Supplemental Indenture, dated as of November 4, 2016, between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on November 7, 2016).
4.5 Eighth Supplemental Indenture, dated as of September 19, 2018, between Lazard Group LLC and the Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on September 19, 2018).
4.6 Ninth Supplemental Indenture, dated as of March 11, 2019, between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on March 11, 2019).
4.7 Tenth Supplemental Indenture, dated as of March 12, 2024, between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on March 12, 2024).
4.8 Eleventh Supplemental Indenture, dated as of December 12, 2024, among Lazard Group LLC, La zard, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-32492) filed on December 12, 2024).
4.9 Form of Senior Note (included in Exhibits 4.3 , 4.4 , 4.5 , 4.6 and 4.7 ).
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4.10 Description of Registrant’s Common Stock.
10.1 Third Amended and Restated Operating Agreement of Lazard Group LLC, dated as of March 31, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
10.2 Second Amended and Restated Tax Receivable Agreement, dated as of October 26, 2015, by and among Ltd Sub A, Ltd Sub B and LTBP Trust (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on October 28, 2015).
10.3 Lease, dated as of January 27, 1994, by and between Rockefeller Center Properties and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on February 11, 2005).
10.4 Fourth Amendment dated as of February 16, 2011, by and among RCPI Landmark Properties, L.L.C. (as the successor in interest to Rockefeller Center Properties), RCPI 30 Rock 22234849, L.L.C. and Lazard Group LLC (as the successor in interest to Lazard Frères & Co. LLC), to the Lease dated as of January 27, 1994, by and among Rockefeller Center Properties and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 29, 2011).
10.5* Lazard, Inc. 2008 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 24, 2008).
10.6* Lazard , Inc. 2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 15, 2018).
10.7* First Amendment to the Lazard , Inc. 2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 16, 2021).
10.8* Second Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (File Nos. 333-154977 , 333-193845 , 333-217597 , 333-224552 and 333-269977 ) filed on February 2, 2024).
10.9* Third Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 21, 2024).
10.10* First Amendment to the Lazard, Inc. 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Post-Effective Amendment No. 1 to Registration Statements on Form S-8 (File Nos. 333-154977 , 333-193845 , 333-217597 , 333-224552 and 333-269977 ) filed on February 2, 2024).
10.11* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 31, 2022, by and among the Registrant, Lazard Group LLC and Kenneth M. Jacobs (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022).
10.12* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Kenneth M. Jacobs (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on May 26, 2023).
10.13* Letter Agreement, dated November 2 2 , 2024, by and between Kenneth M. Jacobs and Lazard, Inc.
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10.14* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 31, 2022, by and among the Registrant, Lazard Group LLC and Evan L. Russo (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022) .
10.15* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Evan L. Russo (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on May 26, 2023).
10.16* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 31, 2022, by and among the Registrant, Lazard Group LLC and Peter R. Orszag (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022).
10.17* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Peter R. Orszag (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on May 26, 2023).
10.18* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Group LLC and Ashish Bhutani (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 3, 2019).
10.19* Resignation Letter Agreement, dated as of March 31, 2022, by and between the Registrant and Ashish Bhutani (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022).
10.20* Letter Agreement, dated as of January 1, 2023, by and between Lazard Asset Management LLC and Ashish Bhutani (incorporated by reference to Exhibit 10.13 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
10.21* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Group LLC and Alexander F. Stern (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 3, 2019).
10.22* Resignation Letter Agreement, dated as of March 31, 2022, by and between the Registrant and Alexander F. Stern (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on April 6, 2022).
10.23* Letter Agreement, dated as of January 1, 2023, by and between Lazard Frères & Co. LLC and Alexander F. Stern (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
10.24* Letter Agreement, dated as of July 23, 2022, by and between Lazard Group LLC and Mary Ann Betsch (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on July 28, 2022).
10.25* Agreement relating to Retention and Noncompetition and Other Covenants, dated as of August 23, 2023, by and between the Registrant, Lazard Group LLC and Mary Ann Betsch (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on August 25, 2023).
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10.26* Letter Agreement, dated as of June 29, 2023, by and between Lazard Frères & Co. LLC and Michael Gathy (incorporated by reference to Exhibit 10.22 to the Registrant's Quarterly Report (File No. 001-32492) on Form 10-Q filed on October 27, 2023).
10.27* Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 7, 2024, by and among Registrant, Lazard & Co., Services Limited and Alexandra Soto (incorporated by reference to Exhibit 10.25 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 26, 2024).
10.28* Form of Award Letter for Annual Grant of Deferred Stock Units to Non-Executive Directors (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on September 8, 2005).
10.29* Directors’ Fee Deferral Unit Plan (incorporated by reference to Exhibit 10.39 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on May 11, 2006) .
10.30 Second Amended and Restated Credit Agreement, dated as of June 6, 2023, among Lazard Group LLC, the Banks from time to time parties thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.23 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on July 31, 2023).
10.31 First Amendment to Second Amended and Restated Credit Agreement, dated as of December 23, 2024, by and among Lazard Group LLC, Lazard, Inc., the Banks party thereto and Citibank, N.A., as Administrative Agent.
10.32* Form of Agreement for Performance-Based Profits Interest Participation Right Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on April 30, 2019).
10.33* Form of Agreement evidencing grant of Performance-Based Restricted Participation Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on May 4, 2021).
10.34* Form of Agreement evidencing grant of Lazard Fund Interests to Named Executive Officers under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on May 4, 2021).
10.35* Form of Agreement for Profits Interest Participation Right Units under the 2018 Compensation Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-32492) filed on May 4, 2021).
10.36* Form of Agreement for Profits Interest Participation Right Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
10.37* Form of Agreement evidencing grant of Restricted Stock Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2023).
19.1 Insider T rading P olicy .
21.1 Subsidiaries of the Registrant .
22.1 List of Issuers of Guaranteed Securities.
23.1 Consent of Independent Registered Public Accounting Firm.
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31.1 Rule 13a-14(a) Certification of Peter R. Orszag.
31.2 Rule 13a-14(a) Certification of Mary Ann Betsch.
32.1** Section 1350 Certification for Peter R. Orszag.
32.2** Section 1350 Certification for Mary Ann Betsch.
97.1 Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report (File No. 001-32492) on Form 10-K filed on February 23, 2024).
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
_____________________
* Management contract or compensatory plan or arrangement.
** Furnished herewith. These exhibits shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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LAZARD, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
ITEMS 15(a)(1) AND 15(a)(2)
Page No.
Management’s Report on Internal Control Over Financial Reporting
69
Reports of Independent Registered Public Accounting Firm
70
Consolidated Financial Statements
Consolidated Statements of Financial Condition as of December 31, 2024 and 2023
73
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
75
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
76
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
77
Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the years ended December 31, 2024, 2023 and 2022
79
Notes to Consolidated Financial Statements
82
Supplemental Financial Information
128
Financial Statement Schedules
Schedule I—Condensed Financial Information of Registrant (Parent Company Only)
Condensed Statements of Financial Condition as of December 31, 2024 and 2023
F- 2
Condensed Statements of Operations for the years ended December 31, 2024, 2023 and 2022
F- 3
Condensed Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
F- 4
Condensed Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
F- 5
Notes to Condensed Financial Statements
F- 6
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.
F-1
LAZARD, INC.
(parent company only)
CONDENSED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2024 AND 2023
(dollars in thousands, except per share data)
December 31,
2024 2023
ASSETS
Cash and cash equivalents $ 1,049 $ 1,901
Investments in subsidiaries, equity method 634,732 ( 1,402,500 )
Due from subsidiaries 225 1,824,782
Deferred tax assets 1,192 –
Other assets 1,052 –
Total Assets $ 638,250 $ 424,183
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Due to subsidiaries $ 1,831 $ –
Other liabilities 179 424
Total Liabilities 2,010 424
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, par value $ .01 per share; 15,000,000 shares authorized; no shares issued and outstanding at December 31, 2024 and 2023
– –
Common stock:
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)
1,128 1,128
Additional paid-in-capital 327,810 247,204
Retained earnings 1,472,113 1,402,636
Accumulated other comprehensive loss, net of tax ( 326,742 ) ( 289,950 )
1,474,309 1,361,018
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 Stockholders’ Equity 636,240 423,759
Total Liabilities and Stockholders’ Equity $ 638,250 $ 424,183
See notes to condensed financial statements.
F-2
LAZARD, INC.
(parent company only)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
(dollars in thousands)
Year Ended December 31,
2024 2023 2022
REVENUE
Equity in earnings (losses) of subsidiaries $ 244,705 $ ( 181,720 ) $ 238,987
Interest and other income 35,334 112,418 120,733
Total revenue (loss) 280,039 ( 69,302 ) 359,720
OPERATING EXPENSES
Professional services 2,289 5,974 2,083
Other 81 203 120
Total operating expenses 2,370 6,177 2,203
OPERATING INCOME ( LOSS) 277,669 ( 75,479 ) 357,517
Benefit for income taxes ( 2,243 ) – –
NET INCOME (LOSS) $ 279,912 $ ( 75,479 ) $ 357,517
See notes to condensed financial statements.
F-3
LAZARD, INC.
(parent company only)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
(dollars in thousands)
Year Ended December 31,
2024 2023 2022
NET INCOME (LOSS) $ 279,912 $ ( 75,479 ) $ 357,517
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Currency translation adjustments:
Currency translation adjustments before reclassification ( 36,862 ) 31,106 ( 64,778 )
Adjustment for items reclassified to earnings – 1,826 32
Employee benefit plans:
Actuarial gain (loss) (net of tax expense (benefit) of $ 1,069 , $( 7,606 ) and $( 5,978 ) for the years ended December 31, 2024, 2023 and 2022, respectively)
1,716 ( 24,510 ) ( 11,413 )
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 ) –
Adjustments for items reclassified to earnings (net of tax expense of $ 1,926 , $ 1,521 and $ 994 for the years ended December 31, 2024, 2023 and 2022, respectively)
6,579 5,233 4,152
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
( 36,792 ) 5,904 ( 72,007 )
COMPREHENSIVE INCOME (LOSS) $ 243,120 $ ( 69,575 ) $ 285,510
See notes to condensed financial statements.
F-4
LAZARD, INC.
(parent company only)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
(dollars in thousands)
Year Ended December 31,
2024 2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 279,912 $ ( 75,479 ) $ 357,517
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) losses of subsidiaries ( 244,705 ) 181,720 ( 238,987 )
Dividends received from subsidiaries 179,030 25,000 79,500
Deferred tax benefit ( 1,192 ) – –
Changes in due to/from subsidiaries ( 33,584 ) 42,772 ( 16,663 )
Changes in other operating assets and liabilities ( 1,296 ) 254 14
Net cash provided by operating activities 178,165 174,267 181,381
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock dividends ( 179,017 ) ( 173,075 ) ( 181,880 )
Net cash used in financing activities ( 179,017 ) ( 173,075 ) ( 181,880 )
Net increase (decrease) in cash and cash equivalents ( 852 ) 1,192 ( 499 )
Cash and cash equivalents, January 1 1,901 709 1,208
Cash and cash equivalents, December 31 $ 1,049 $ 1,901 $ 709
See notes to condensed financial statements.
F-5
LAZARD, INC.
(parent company only)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(dollars in thousands)
1. BASIS OF PRESENTATION
The accompanying Lazard, Inc. condensed financial statements (the “Parent Company Financial Statements”), including the notes thereto, should be read in conjunction with the consolidated financial statements of Lazard, Inc. and its subsidiaries (the “Company”) and the notes thereto.
In connection with the Conversion, in 2024, Lazard, Inc. retired $ 1,859,972 of borrowings from subsidiaries at par for no cash consideration which increased its investment in subsidiaries by an equivalent amount.
The Parent Company Financial Statements as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosures in the condensed financial statements. Management believes that the estimates utilized in the preparation of the condensed financial statements are reasonable. Actual results could differ materially from these estimates.
The Parent Company Financial Statements include investments in subsidiaries, accounted for under the equity method.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 24, 2025
LAZARD, INC.
By: /s/ Peter R. Orszag
Peter R. Orszag
Chief Executive Officer and Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Peter R. Orszag
Chief Executive Officer and Chairman of the Board of
Directors
February 24, 2025
Peter R. Orszag
(Principal Executive Officer)
/s/ Mary Ann Betsch Chief Financial Officer February 24, 2025
Mary Ann Betsch (Principal Financial Officer)
/s/ Michael Gathy
Chief Accounting Officer February 24, 2025
Michael Gathy
/s/ Ann-Kristin Achleitner Director February 24, 2025
Ann-Kristin Achleitner
/s/ Andrew M. Alper Director February 24, 2025
Andrew M. Alper
/s/ Stephen R. Howe Jr. Director February 24, 2025
Stephen R. Howe Jr.
/s/ Michelle Jarrard Director February 24, 2025
Michelle Jarrard
/s/ Iris Knobloch
Director February 24, 2025
Iris Knobloch
/s/ Jane L. Mendillo Director February 24, 2025
Jane L. Mendillo
/s/ Dan Schulman
Lead Independent Director
February 24, 2025
Dan Schulman
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