UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 2017

2023

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to             

________to ________

333-126751

(Commission File Number)

LAZARD GROUP LLC

(Exact name of registrant as specified in its charter)

Delaware

51-0278097

Delaware

51-0278097
(State or Other Jurisdiction of Incorporation


or Organization)

(I.R.S. Employer Identification No.)

or Organization)

30 Rockefeller Plaza

New York, NY 10112

(Address of principal executive offices)

Registrant’s telephone number: (212) 632-6000

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No

o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No

o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

x

Smaller reporting company

o

Emerging growth company

o

If the Registrant is an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No

x

As of October 20, 2017,July 21, 2023, in addition to profit participation interests, there were two managing member interests outstanding.




TABLE OF CONTENTS

When we use the terms “Lazard Group”,“Lazard” “Lazard”, “we”, “us”, “our” and “the Company”, we mean Lazard Group LLC, a Delaware limited liability company, that is the current holding company for the subsidiaries that conduct our businesses. Lazard Ltd is a Bermuda exempt company whose shares of Class A common stock (the “Class A (“common stock”), the only class of common stock of Lazard outstanding, are publicly traded on the New York Stock Exchange under the symbol “LAZ”. Lazard Ltd’s subsidiaries include Lazard Group and their respective subsidiaries. Lazard Ltd’s primary operating asset is its indirect ownership as of SeptemberJune 30, 20172023 of all of the common membership interests in Lazard Group and its controlling interest in Lazard Group. Lazard Ltd controls Lazard Group through two of its indirect wholly-owned subsidiaries that are co-managing members of Lazard Group.

Lazard Group has granted profit participation interests in Lazard Group to certain of its managing directors. The profit participation interests are discretionary profits interests that are intended to enable Lazard Group to compensate its managing directors in a manner consistent with historical practices.

Lazard Group has also granted profits interest participation rights to certain of its managing directors. See Note 12 of Notes to Condensed Consolidated Financial Statements.

Page

Page

34

61

62

63

63

63

63

63

63

64

67

i



PART I. FINANCIALFINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

Item 1.

Financial Statements (Unaudited)

Page

Page

7

9


1



LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

SEPTEMBER

JUNE 30, 20172023 AND DECEMBER 31, 2016

2022

(UNAUDITED)

(dollars in thousands)

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

June 30,
2023
December 31,
2022

ASSETS

 

 

 

 

 

 

 

 

ASSETS

Cash and cash equivalents

 

$

1,241,702

 

 

$

1,131,440

 

Cash and cash equivalents$690,240 $1,180,473 

Deposits with banks and short-term investments

 

 

652,484

 

 

 

419,668

 

Deposits with banks and short-term investments446,777 779,246 

Cash deposited with clearing organizations and other segregated cash

 

 

35,369

 

 

 

29,030

 

Receivables (net of allowance for doubtful accounts of $27,464 and $16,386 at

September 30, 2017 and December 31, 2016, respectively):

 

 

 

 

 

 

 

 

Restricted cashRestricted cash35,368 625,381 
Receivables (net of allowance for credit losses of $27,095 and $17,737 at June 30, 2023 and December 31, 2022, respectively):Receivables (net of allowance for credit losses of $27,095 and $17,737 at June 30, 2023 and December 31, 2022, respectively):

Fees

 

 

450,968

 

 

 

564,291

 

Fees528,101 491,861 

Customers and other

 

 

100,617

 

 

 

73,991

 

Customers and other146,457 160,898 

Lazard Ltd subsidiaries

 

 

19,434

 

 

 

28,702

 

Lazard Ltd subsidiaries77,442 74,005 

 

 

571,019

 

 

 

666,984

 

752,000 726,764 

Investments

 

 

426,948

 

 

 

459,422

 

Investments690,199 698,977 

Property (net of accumulated amortization and depreciation of $314,708 and $285,997

at September 30, 2017 and December 31, 2016, respectively)

 

 

200,702

 

 

 

208,997

 

Goodwill and other intangible assets (net of accumulated amortization of $60,918 and

$59,618 at September 30, 2017 and December 31, 2016, respectively)

 

 

368,331

 

 

 

358,982

 

Property (net of accumulated amortization and depreciation of $402,398 and $393,595 at June 30, 2023 and December 31, 2022, respectively)Property (net of accumulated amortization and depreciation of $402,398 and $393,595 at June 30, 2023 and December 31, 2022, respectively)236,684 250,037 
Operating lease right-of-use assetsOperating lease right-of-use assets425,553 430,665 
Goodwill and other intangible assets (net of accumulated amortization of $67,651 and $67,621 at June 30, 2023 and December 31, 2022, respectively)Goodwill and other intangible assets (net of accumulated amortization of $67,651 and $67,621 at June 30, 2023 and December 31, 2022, respectively)373,383 356,459 

Deferred tax assets

 

 

59,814

 

 

 

59,767

 

Deferred tax assets45,704 37,601 

Other assets

 

 

219,731

 

 

 

181,694

 

Other assets459,399 376,196 

Total Assets

 

$

3,776,100

 

 

$

3,515,984

 

Total Assets$4,155,307 $5,461,799 

See notes to condensed consolidated financial statements.


2



LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

SEPTEMBER

JUNE 30, 20172023 AND DECEMBER 31, 2016

2022

(UNAUDITED)

(dollars in thousands)

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

June 30,
2023
December 31,
2022

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND MEMBERS’ EQUITYLIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND MEMBERS’ EQUITY

Liabilities:

 

 

 

 

 

 

 

 

Liabilities:

Deposits and other customer payables

 

$

702,014

 

 

$

472,283

 

Deposits and other customer payables$587,838 $921,834 

Accrued compensation and benefits

 

 

488,858

 

 

 

539,944

 

Accrued compensation and benefits598,959 733,460 
Operating lease liabilitiesOperating lease liabilities506,262 512,730 

Senior debt

 

 

1,189,936

 

 

 

1,188,600

 

Senior debt1,688,957 1,687,714 

Payable to Lazard Ltd subsidiaries

 

 

64,166

 

 

 

60,898

 

Payable to Lazard Ltd subsidiaries17,247 20,189 

Deferred tax liabilities

 

 

4,009

 

 

 

8,625

 

Deferred tax liabilities6,581 3,920 

Other liabilities

 

 

549,233

 

 

 

509,494

 

Other liabilities587,863 531,968 

Total Liabilities

 

 

2,998,216

 

 

 

2,779,844

 

Total Liabilities3,993,707 4,411,815 

Commitments and contingencies

 

 

 

 

 

 

 

 

Commitments and contingencies
Redeemable noncontrolling interestsRedeemable noncontrolling interests83,583 583,471 

MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY

Members' equity (net of 8,716,667 and 6,697,790 shares of Lazard Ltd Class A

common stock, at a cost of $353,972 and $244,518 at September 30, 2017 and

December 31, 2016, respectively)

 

 

942,454

 

 

 

949,669

 

Members' equity (net of 25,857,038 and 26,774,550 shares of Lazard Ltd Class A
common stock, at a cost of $957,921 and $993,065 at June 30, 2023 and
December 31, 2022, respectively)
Members' equity (net of 25,857,038 and 26,774,550 shares of Lazard Ltd Class A
common stock, at a cost of $957,921 and $993,065 at June 30, 2023 and
December 31, 2022, respectively)
302,566 638,956 

Accumulated other comprehensive loss, net of tax

 

 

(224,632

)

 

 

(270,775

)

Accumulated other comprehensive loss, net of tax(266,986)(280,587)

Total Lazard Group LLC Members' Equity

 

 

717,822

 

 

 

678,894

 

Total Lazard Group LLC Members’ EquityTotal Lazard Group LLC Members’ Equity35,580 358,369 

Noncontrolling interests

 

 

60,062

 

 

 

57,246

 

Noncontrolling interests42,437 108,144 

Total Members’ Equity

 

 

777,884

 

 

 

736,140

 

Total Members’ Equity78,017 466,513 

Total Liabilities and Members’ Equity

 

$

3,776,100

 

 

$

3,515,984

 

Total Liabilities, Redeemable Noncontrolling Interests and Members’ EquityTotal Liabilities, Redeemable Noncontrolling Interests and Members’ Equity$4,155,307 $5,461,799 





See notes to condensed consolidated financial statements.


3



LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH AND NINESIX MONTH PERIODS ENDED SEPTEMBERJUNE 30, 20172023 AND 2016

2022

(UNAUDITED)

(dollars in thousands)

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

Investment banking and other advisory fees

 

$

305,530

 

 

$

343,154

 

 

$

1,050,471

 

 

$

894,906

 

Investment banking and other advisory fees$350,108 $403,146 $626,619 $792,572 

Asset management fees

 

 

301,719

 

 

 

254,551

 

 

 

868,522

 

 

 

729,679

 

Asset management fees271,637 269,011 533,116 584,063 

Interest income

 

 

1,615

 

 

 

1,146

 

 

 

4,959

 

 

 

3,881

 

Interest income10,854 4,055 23,113 5,776 

Other

 

 

29,155

 

 

 

22,094

 

 

 

81,092

 

 

 

49,318

 

Other29,614 (17,011)40,097 (7,615)

Total revenue

 

 

638,019

 

 

 

620,945

 

 

 

2,005,044

 

 

 

1,677,784

 

Total revenue662,213 659,201 1,222,945 1,374,796 

Interest expense

 

 

14,248

 

 

 

13,068

 

 

 

42,770

 

 

 

38,592

 

Interest expense18,802 20,938 37,662 41,948 

Net revenue

 

 

623,771

 

 

 

607,877

 

 

 

1,962,274

 

 

 

1,639,192

 

Net revenue643,411 638,263 1,185,283 1,332,848 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

Compensation and benefits

 

 

359,294

 

 

 

353,468

 

 

 

1,134,142

 

 

 

958,962

 

Compensation and benefits569,151 363,578 1,016,754 757,522 

Occupancy and equipment

 

 

29,082

 

 

 

26,962

 

 

 

87,334

 

 

 

81,114

 

Occupancy and equipment32,700 29,252 64,401 60,336 

Marketing and business development

 

 

20,045

 

 

 

16,891

 

 

 

63,463

 

 

 

60,456

 

Marketing and business development28,560 22,614 51,262 36,702 

Technology and information services

 

 

31,371

 

 

 

24,175

 

 

 

87,329

 

 

 

71,402

 

Technology and information services51,324 42,019 95,324 79,903 

Professional services

 

 

11,005

 

 

 

9,672

 

 

 

31,559

 

 

 

29,488

 

Professional services20,161 15,236 43,550 30,841 

Fund administration and outsourced services

 

 

18,292

 

 

 

17,097

 

 

 

52,539

 

 

 

46,427

 

Fund administration and outsourced services28,968 28,551 55,544 58,254 

Amortization and other acquisition-related costs

 

 

335

 

 

 

746

 

 

 

1,946

 

 

 

1,720

 

Amortization and other acquisition-related costs95 15 143 30 

Other

 

 

9,153

 

 

 

9,233

 

 

 

30,510

 

 

 

28,609

 

Other17,609 10,569 37,873 19,796 

Total operating expenses

 

 

478,577

 

 

 

458,244

 

 

 

1,488,822

 

 

 

1,278,178

 

Total operating expenses748,568 511,834 1,364,851 1,043,384 

OPERATING INCOME

 

 

145,194

 

 

 

149,633

 

 

 

473,452

 

 

 

361,014

 

OPERATING INCOME (LOSS)OPERATING INCOME (LOSS)(105,157)126,429 (179,568)289,464 

Provision for income taxes

 

 

27,367

 

 

 

21,653

 

 

 

81,802

 

 

 

49,110

 

Provision for income taxes163,767 19,385 96,779 34,998 

NET INCOME

 

 

117,827

 

 

 

127,980

 

 

 

391,650

 

 

 

311,904

 

LESS - NET INCOME ATTRIBUTABLE

TO NONCONTROLLING INTERESTS

 

 

2,261

 

 

 

83

 

 

 

5,660

 

 

 

4,989

 

NET INCOME ATTRIBUTABLE TO LAZARD

GROUP LLC

 

$

115,566

 

 

$

127,897

 

 

$

385,990

 

 

$

306,915

 

NET INCOME (LOSS)NET INCOME (LOSS)(268,924)107,044 (276,347)254,466 
LESS - NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTSLESS - NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS3,636 (3,830)10,609 3,269 
NET INCOME (LOSS) ATTRIBUTABLE TO LAZARD GROUP LLCNET INCOME (LOSS) ATTRIBUTABLE TO LAZARD GROUP LLC$(272,560)$110,874 $(286,956)$251,197 






See notes to condensed consolidated financial statements.


4



LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTH AND NINESIX MONTH PERIODS ENDED SEPTEMBERJUNE 30, 20172023 AND 2016

2022

(UNAUDITED)

(dollars in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

NET INCOME

 

$

117,827

 

 

$

127,980

 

 

$

391,650

 

 

$

311,904

 

OTHER COMPREHENSIVE INCOME (LOSS), NET OF

   TAX:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation adjustments (including a tax expense

   of $3 for the three months ended September 30, 2016

   and $9 for the nine months ended September 30, 2016)

 

 

17,818

 

 

 

(1,828

)

 

 

56,440

 

 

 

(10,106

)

Employee benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial loss (net of tax benefit of $1,197 and $17

   for the three months ended September 30, 2017 and  2016,

   respectively, and $3,673 and $315 for the nine months

   ended September 30, 2017 and 2016, respectively)

 

 

(4,715

)

 

 

(33

)

 

 

(13,819

)

 

 

(649

)

Adjustment for items reclassified to earnings (net of

   tax expense of $204 and $375 for the three months

   ended September 30, 2017 and 2016, respectively, and

   $676 and $1,171 for the nine months ended September 30,

   2017 and 2016, respectively)

 

 

1,081

 

 

 

1,134

 

 

 

3,523

 

 

 

3,441

 

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

 

 

14,184

 

 

 

(727

)

 

 

46,144

 

 

 

(7,314

)

COMPREHENSIVE INCOME

 

 

132,011

 

 

 

127,253

 

 

 

437,794

 

 

 

304,590

 

LESS - COMPREHENSIVE INCOME ATTRIBUTABLE TO

   NONCONTROLLING INTERESTS

 

 

2,261

 

 

 

82

 

 

 

5,661

 

 

 

4,989

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO

   LAZARD GROUP LLC

 

$

129,750

 

 

$

127,171

 

 

$

432,133

 

 

$

299,601

 

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
NET INCOME (LOSS)$(268,924)$107,044 $(276,347)$254,466 
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Currency translation adjustments:
Currency translation adjustments before
   reclassification
2,083 (61,510)16,652 (79,619)
Adjustment for items reclassified to earnings205 127 
Employee benefit plans:
Actuarial gain (loss) (net of tax expense (benefit) of
   $(479) and $1,816 for the three months ended
   June 30, 2023 and 2022, respectively, and $(1,074) and $2,604 for the six months ended June 30, 2023 and 2022, respectively)
(2,585)8,287 (5,386)11,726 
Adjustment for items reclassified to earnings (net of
   tax expense of $385 and $248 for the three months
   ended June 30, 2023 and 2022, respectively, and $761 and $515 for the six months ended June 30, 2023 and 2022, respectively)
1,176 805 2,336 1,654 
OTHER COMPREHENSIVE INCOME (LOSS), NET
   OF TAX
674 (52,213)13,602 (66,112)
COMPREHENSIVE INCOME (LOSS)(268,250)54,831 (262,745)188,354 
LESS - COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS3,637 (3,830)10,610 3,267 
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO LAZARD GROUP LLC$(271,887)$58,661 $(273,355)$185,087 


See notes to condensed consolidated financial statements.


5



LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINESIX MONTH PERIODS ENDED SEPTEMBERJUNE 30, 20172023 AND 2016

2022

(UNAUDITED)

(dollars in thousands)

 

Nine Months Ended

 

 

September 30,

 

Six Months Ended
June 30,

 

2017

 

 

2016

 

20232022

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

 

$

391,650

 

 

$

311,904

 

Net income (loss)Net income (loss)$(276,347)$254,466 

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

operating activities:

 

 

 

 

 

 

 

 

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

Depreciation and amortization of property

 

 

23,203

 

 

 

24,586

 

Depreciation and amortization of property21,657 20,895 
Noncash lease expenseNoncash lease expense32,422 32,405 
Currency translation adjustment reclassificationCurrency translation adjustment reclassification127 

Amortization of deferred expenses and share-based incentive compensation

 

 

283,995

 

 

 

275,894

 

Amortization of deferred expenses and share-based incentive compensation249,234 211,599 

Amortization and other acquisition-related costs

 

 

1,946

 

 

 

1,720

 

Amortization and other acquisition-related costs143 30 

Deferred tax provision (benefit)

 

 

2,413

 

 

 

(4,537

)

Deferred tax provision (benefit)(6,107)4,937 

(Increase) decrease in operating assets:

 

 

 

 

 

 

 

 

Deposits with banks and short-term investments

 

 

(171,734

)

 

 

(135,152

)

Cash deposited with clearing organizations and other segregated cash

 

 

(5,138

)

 

 

115

 

Impairment of equity method investments and other receivablesImpairment of equity method investments and other receivables22,981 
Impairment of assets associated with cost-saving initiativesImpairment of assets associated with cost-saving initiatives7,490 
Loss on LGAC liquidationLoss on LGAC liquidation17,929 
(Increase) decrease in operating assets and increase (decrease) in operating liabilities:(Increase) decrease in operating assets and increase (decrease) in operating liabilities:

Receivables-net

 

 

122,056

 

 

 

38,482

 

Receivables-net(21,513)41,961 

Investments

 

 

27,927

 

 

 

68,499

 

Investments(112,661)112,536 

Other assets

 

 

(70,944

)

 

 

(54,409

)

Other assets(6,531)(59,286)

Increase (decrease) in operating liabilities:

 

 

 

 

 

 

 

 

Deposits and other payables

 

 

164,784

 

 

 

32,186

 

Accrued compensation and benefits and other liabilities

 

 

(75,202

)

 

 

(225,337

)

Accrued compensation and benefits and other liabilities(136,678)(529,010)

Net cash provided by operating activities

 

 

694,956

 

 

 

333,951

 

Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities(207,981)90,660 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property

 

 

(15,387

)

 

 

(22,070

)

Additions to property(11,990)(19,697)

Disposals of property

 

 

285

 

 

 

865

 

Disposals of property100 213 
Acquisition of business, net of cash acquiredAcquisition of business, net of cash acquired(10,516)

Net cash used in investing activities

 

 

(15,102

)

 

 

(21,205

)

Net cash used in investing activities(22,406)(19,484)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:

 

 

 

 

 

 

 

 

Proceeds from:
Customer deposits, netCustomer deposits, net514,610 

Contributions from noncontrolling interests

 

 

-

 

 

 

93

 

Contributions from noncontrolling interests130 158 

Excess tax benefits from share-based incentive compensation

 

 

-

 

 

 

2,343

 

Other financing activities

 

 

-

 

 

 

30,518

 

Other financing activities50 50 

Payments for:

 

 

 

 

 

 

 

 

Payments for:

Capital lease obligations

 

 

(7,329

)

 

 

(1,234

)

Customer deposits, netCustomer deposits, net(349,479)

Distributions to noncontrolling interests

 

 

(3,049

)

 

 

(966

)

Distributions to noncontrolling interests(4,061)(9,462)

Purchase of Lazard Ltd Class A common stock

 

 

(252,538

)

 

 

(228,865

)

Distribution to redeemable noncontrolling interests in connection with LGAC redemptionDistribution to redeemable noncontrolling interests in connection with LGAC redemption(585,891)
Purchase of Class A common stockPurchase of Class A common stock(99,097)(375,185)

Distributions to members

 

 

(294,966

)

 

 

(248,742

)

Distributions to members(73,684)(140,870)

Settlement of vested share-based incentive compensation

 

 

(67,384

)

 

 

(55,562

)

Settlement of share-based incentive compensation in satisfaction of tax withholding requirementsSettlement of share-based incentive compensation in satisfaction of tax withholding requirements(48,708)(58,738)
LFI Consolidated Funds redemptionsLFI Consolidated Funds redemptions(31,789)(13,219)

Other financing activities

 

 

(10,083

)

 

 

(3,080

)

Other financing activities(7,209)(6,752)

Net cash used in financing activities

 

 

(635,349

)

 

 

(505,495

)

Net cash used in financing activities(1,199,738)(89,408)

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

 

65,757

 

 

 

48

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

110,262

 

 

 

(192,701

)

CASH AND CASH EQUIVALENTS—January 1

 

 

1,131,440

 

 

 

1,025,844

 

CASH AND CASH EQUIVALENTS—September 30

 

$

1,241,702

 

 

$

833,143

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASHEFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH17,410 (207,967)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASHNET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH(1,412,715)(226,199)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH— January 1CASH AND CASH EQUIVALENTS AND RESTRICTED CASH— January 12,585,100 3,400,568 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—June 30CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—June 30$1,172,385 $3,174,369 

See notes to condensed consolidated financial statements.


6



RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH WITHIN
    THE CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION:
June 30,
2023
December 31,
2022
Cash and cash equivalents$690,240 $1,180,473 
Deposits with banks and short-term investments446,777 779,246 
Restricted cash35,368 625,381 
TOTAL CASH AND CASH EQUIVALENTS AND RESTRICTED CASH$1,172,385 $2,585,100 


See notes to condensed consolidated financial statements.
7


LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE NINETHREE MONTH PERIOD ENDED SEPTEMBERJUNE 30, 2016

2023

(UNAUDITED)

(dollars in thousands)

 

 

 

 

 

 

Accumulated

Other

Comprehensive

 

 

Total

Lazard Group

 

 

 

 

 

 

Total

 

 

 

Members'

 

 

Income (Loss),

 

 

Members'

 

 

Noncontrolling

 

 

Members'

 

 

 

Equity

 

 

Net of Tax

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance - January 1, 2016 (*)

 

$

839,517

 

 

$

(189,758

)

 

$

649,759

 

 

$

53,141

 

 

$

702,900

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

306,915

 

 

 

 

 

 

 

306,915

 

 

 

4,989

 

 

 

311,904

 

Other comprehensive loss - net of tax

 

 

 

 

 

 

(7,314

)

 

 

(7,314

)

 

 

-

 

 

 

(7,314

)

Amortization of share-based incentive compensation

 

 

213,144

 

 

 

 

 

 

 

213,144

 

 

 

 

 

 

 

213,144

 

Distributions to members and noncontrolling interests, net

 

 

(248,742

)

 

 

 

 

 

 

(248,742

)

 

 

(873

)

 

 

(249,615

)

Purchase of Lazard Ltd Class A common stock

 

 

(228,865

)

 

 

 

 

 

 

(228,865

)

 

 

 

 

 

 

(228,865

)

Delivery of Lazard Ltd Class A common stock in

   connection with share-based incentive

   compensation and related tax benefit of $140

 

 

(55,422

)

 

 

 

 

 

 

(55,422

)

 

 

 

 

 

 

(55,422

)

Business acquisitions and related equity transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery of Lazard Ltd Class A common stock

and related tax benefit of $144

 

 

2,984

 

 

 

 

 

 

 

2,984

 

 

 

 

 

 

 

2,984

 

Other

 

 

6,479

 

 

 

 

 

 

 

6,479

 

 

 

 

 

 

 

6,479

 

Balance - September 30, 2016 (*)

 

$

836,010

 

 

$

(197,072

)

 

$

638,938

 

 

$

57,257

 

 

$

696,195

 

(*)

At both January 1, 2016 and September 30, 2016, in addition to profit participation interests, there were two managing member interests.


Members'
Equity
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
Total
Lazard Group
Members’
Equity
Noncontrolling
Interests
Total
Members’
Equity
Redeemable
Noncontrolling
Interests
Balance - April 1, 2023 (*)$540,926 $(267,659)$273,267 $43,292 $316,559 $89,472 
Comprehensive income (loss): 
Net income (loss)(272,560)(272,560)1,033 (271,527)2,603 
Other comprehensive income - net of tax673 673 674 
Amortization of share-based incentive compensation80,734 80,734 80,734 
Distributions to members and noncontrolling interests, net(40,000)(40,000)(1,889)(41,889)
Purchase of Class A common stock(172)(172)(172)
Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefit of $5(3,538)(3,538)(3,538)
LFI Consolidated Funds(8,492)
Dividend-equivalents(2,094)(2,094)(2,094)
Other(730)(730)(730)
Balance - June 30, 2023 (*)$302,566 $(266,986)$35,580 $42,437 $78,017 $83,583 
_________________
(*) At April 1, 2023 and June 30, 2023, in addition to profit participation interests, there were two managing member interests.









See notes to condensed consolidated financial statements.


8



LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE NINESIX MONTH PERIOD ENDED SEPTEMBERJUNE 30, 2017

2023

(UNAUDITED)

(dollars in thousands)

 

 

 

 

 

 

 

Accumulated

Other

Comprehensive

 

 

Total

Lazard Group

 

 

 

 

 

 

Total

 

 

 

 

Members'

 

 

Income (Loss),

 

 

Members'

 

 

Noncontrolling

 

 

Members'

 

 

 

 

Equity

 

 

Net of Tax

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance - January 1, 2017 (*)

 

 

$

949,669

 

 

$

(270,775

)

 

$

678,894

 

 

$

57,246

 

 

$

736,140

 

Adjustment for the cumulative effect on prior

   years from the adoption of new accounting

   guidance related to share-based incentive

   compensation

 

 

 

4,945

 

 

 

 

 

 

 

4,945

 

 

 

 

 

 

 

4,945

 

Balance, as adjusted - January 1, 2017

 

 

 

954,614

 

 

 

(270,775

)

 

 

683,839

 

 

 

57,246

 

 

 

741,085

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

385,990

 

 

 

 

 

 

 

385,990

 

 

 

5,660

 

 

 

391,650

 

Other comprehensive income - net of tax

 

 

 

 

 

 

 

46,143

 

 

 

46,143

 

 

 

1

 

 

 

46,144

 

Amortization of share-based incentive compensation

 

 

 

220,648

 

 

 

 

 

 

 

220,648

 

 

 

 

 

 

 

220,648

 

Distributions to members and noncontrolling interests,

   net

 

 

 

(294,966

)

 

 

 

 

 

 

(294,966

)

 

 

(3,049

)

 

 

(298,015

)

Purchase of Lazard Ltd Class A common stock

 

 

 

(252,538

)

 

 

 

 

 

 

(252,538

)

 

 

 

 

 

 

(252,538

)

Delivery of Lazard Ltd Class A common stock in

   connection with share-based incentive

   compensation

 

 

 

(67,384

)

 

 

 

 

 

 

(67,384

)

 

 

 

 

 

 

(67,384

)

Business acquisitions and related equity

   transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lazard Ltd Class A common stock issuable

   (including related amortization)

 

 

 

278

 

 

 

 

 

 

 

278

 

 

 

 

 

 

 

278

 

Delivery of Lazard Ltd Class A common stock and

   related tax benefit of $10

 

 

 

615

 

 

 

 

 

 

 

615

 

 

 

 

 

 

 

615

 

Other

 

 

 

(4,803

)

 

 

 

 

 

 

(4,803

)

 

 

204

 

 

 

(4,599

)

Balance - September 30, 2017 (*)

 

 

$

942,454

 

 

$

(224,632

)

 

$

717,822

 

 

$

60,062

 

 

$

777,884

 

(*)

At both January 1, 2017 and September 30, 2017, in addition to profit participation interests, there were two managing member interests.


Members'
Equity
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
Total
Lazard Group
Members’
Equity
Noncontrolling
Interests
Total
Members’
Equity
Redeemable
Noncontrolling
Interests
Balance - January 1, 2023 (*)$638,956 $(280,587)$358,369 $108,144 $466,513 $583,471 
Comprehensive income (loss): 
Net income (loss)(286,956)(286,956)1,809 (285,147)8,800 
Other comprehensive income - net of tax13,601 13,601 13,602 
Amortization of share-based incentive compensation151,268 151,268 151,268 
Distributions to members and noncontrolling interests, net(73,684)(73,684)(3,931)(77,615)
Purchase of Class A common stock(99,097)(99,097)(99,097)
Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefit of $3(48,705)(48,705)(48,705)
Business acquisitions and related equity transactions:
Class A common stock issuable1,775 1,775 1,775 
LFI Consolidated Funds(74,164)(74,164)76,614 
Change in redemption value of redeemable noncontrolling interests(412)(412)(177)(589)589 
LGAC liquidation:
Distribution to redeemable noncontrolling interests(585,891)
Reversal to net loss of amounts previously charged to members' equity and noncontrolling interests13,195 13,195 4,734 17,929 
Reversal of deferred offering costs liability14,087 14,087 6,038 20,125 
Dividend-equivalents(7,181)(7,181)(7,181)
Other(680)(680)(17)(697)
Balance - June 30, 2023 (*)$302,566 $(266,986)$35,580 $42,437 $78,017 $83,583 
_________________
(*) At January 1, 2023 and June 30, 2023, in addition to profit participation interests, there were two managing member interests.










See notes to condensed consolidated financial statements.


9



LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2022
(UNAUDITED)
(dollars in thousands)

Members'
Equity
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
Total
Lazard Group
Members’
Equity
Noncontrolling
Interests
Total
Members’
Equity
Redeemable
Noncontrolling
Interests
Balance -April 1, 2022 (*)$885,786 $(222,934)$662,852 $114,151 $777,003 $575,000 
Comprehensive income (loss): 
Net income (loss)110,874 110,874 (6,676)104,198 2,846 
Other comprehensive loss - net of tax(52,213)(52,213)(52,213)
Amortization of share-based incentive compensation72,749 72,749 72,749 
Distributions to members and noncontrolling interests, net(84,831)(84,831)(4,971)(89,802)
Purchase of Class A common stock(199,388)(199,388)(199,388)
Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefit of $1(733)(733)(733)
LFI Consolidated Funds(1,144)(1,144)
Change in redemption value of redeemable noncontrolling interests1,495 1,495 641 2,136 (2,136)
Other(1,831)(1,831)(1,830)
Balance - June 30, 2022 (*)$784,121 $(275,147)$508,974 $102,002 $610,976 $575,710 
_________________
(*) At April 1, 2022 and June 30, 2022, in addition to profit participation interests, there were two managing member interests.






















See notes to condensed consolidated financial statements.
10


LAZARD GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2022
(UNAUDITED)
(dollars in thousands)

Members'
Equity
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
Total
Lazard Group
Members’
Equity
Noncontrolling
Interests
Total
Members’
Equity
Redeemable
Noncontrolling
Interests
Balance - January 1, 2022 (*)$984,807 $(209,037)$775,770 $98,696 $874,466 $575,000 
Comprehensive income (loss): 
Net income (loss)251,197 251,197 (2,237)248,960 5,506 
Other comprehensive loss - net of tax(66,110)(66,110)(2)(66,112)
Amortization of share-based incentive compensation126,186 126,186 126,186 
Distributions to members and noncontrolling interests, net(140,870)(140,870)(9,304)(150,174)
Purchase of Class A common stock(375,185)(375,185)(375,185)
Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefit of $58(58,680)(58,680)(58,680)
LFI Consolidated Funds13,408 13,408 
Change in redemption value of redeemable noncontrolling interests3,357 3,357 1,439 4,796 (4,796)
Other(6,691)(6,691)(6,689)
Balance - June 30, 2022 (*)$784,121 $(275,147)$508,974 $102,002 $610,976 $575,710 
_________________
(*) At January 1, 2022 and June 30, 2022, in addition to profit participation interests, there were two managing member interests.
See notes to condensed consolidated financial statements.
11

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

1.

ORGANIZATION AND BASIS OF PRESENTATION


1.    ORGANIZATION AND BASIS OF PRESENTATION
Organization

The accompanying condensed consolidated financial statements are those of Lazard Group LLC and its subsidiaries (collectively referred to as “Lazard Group”, “we” or the “Company”). Lazard Group is a Delaware limited liability company, and iswhich as of December 31, 2022 was governed by an Amended and Restated Operating Agreement dated as of October 26, 2015,February 4, 2019. Such operating agreement was subsequently amended and restated effective as of January 1, 2023 (as so amended (theand restated the “Operating Agreement”).

Lazard Ltd, a Bermuda holding company, and its subsidiaries (collectively referred to as “Lazard Ltd”), including its indirect investment in Lazard Group, is one of the world’s preeminent financial advisory and asset management firms and has long specializedthat 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 SeptemberJune 30, 20172023 and December 31, 2016.2022. Lazard Ltd, through its control of the managing members of Lazard Group, controls Lazard Group.

Lazard Group’s 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 capital solutions, sovereign advisory, geopolitical advisory, and other strategic advisory matters restructurings, capital structure,and capital raising shareholder advisory, and various other financial matters,placement, and

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

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

Basis of Presentation

The accompanying condensed consolidated financial statements of Lazard Group have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in Lazard Group’s Annual Report on Form 10-K for the year ended December 31, 2016.2022. The accompanying December 31, 20162022 unaudited condensed consolidated statement of financial condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP for annual financial statement purposes. The accompanying condensed consolidated financial statements reflect all adjustments whichthat are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.

Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the condensed consolidated financial statements and the accompanying disclosures. For example, discretionary compensation and benefits expense for interim periods is accrued based on the year-to-date amount of revenue earned, and an assumedestimated annual ratio of compensation and benefits expense to revenue, with the applicable amounts adjusted for certain items. Although these estimates are based on management’s knowledge of current events and actions that Lazard may undertake in the future, actual results may differ materially from the estimates.

12

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
The consolidated results of operations for the three month and ninesix month periods ended SeptemberJune 30, 20172023 are not indicative of the results to be expected for any future interim or annual period.

9


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

The condensed consolidated financial statements include Lazard Group and Lazard Group’s principal operating subsidiaries: Lazard Frères & Co. LLC (“LFNY”), a New York limited liability company, along with its subsidiaries, including Lazard Asset Management LLC and its subsidiaries (collectively referred to as “LAM”); the French limited liability companies Compagnie Financière Lazard Frères SAS (“CFLF”), along with its subsidiaries, LFB and Lazard Frères Gestion SAS (“LFG”), and Maison Lazard SAS and its subsidiaries; and Lazard & Co., Limited (“LCL”), through Lazard & Co., Holdings Limited (“LCH”), an English private limited company, together with their jointly owned affiliates and subsidiaries.

The Company’s policy is to consolidate entities in which it has a controlling financial interest. The Company consolidates:

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.

VIE (see Note 19).

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.

Certain prior period amounts have been reclassified

Lazard Growth Acquisition Corp. I
In February 2021, LGAC consummated its $575,000 initial public offering (the “LGAC IPO”). LGAC is a dormant special purpose acquisition company, that was incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). LGACo 1 LLC, a Delaware series limited liability company and the Company’s subsidiary, was the sponsor of LGAC. LGAC is considered to conformbe a VIE. The Company holds a controlling financial interest in LGAC through the sponsor’s ownership of Class B founder shares of LGAC. As a result, both LGAC and the sponsor are consolidated in the Company’s financial statements.
The proceeds from the LGAC IPO of $575,000 were held in a trust account, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the trust account to the current period presentation, specifically by including capital lease obligations, previously presented separately,LGAC shareholders in other liabilitiesconnection with the redemption of LGAC’s Class A ordinary shares, subject to certain conditions. The cash held in the trust account was recorded in “restricted cash” on the condensed consolidated statements of financial condition.

condition as of December 31, 2022.

2.

RECENT ACCOUNTING DEVELOPMENTS

Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting—In March 2016, the Financial Accounting Standards Board (the “FASB”) issued new guidance regarding share-based incentive compensation. The new guidance includes several amendmentsTransaction costs, which affect various aspectsconsisted of the accounting for share-based incentive compensation transactions, including the income tax consequences, estimationa net underwriting fee of forfeitures, effect$8,500, $20,125 of non-cash deferred underwriting fees (included in “other liabilities” on earnings per share, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance is effective for annual and interim periods beginning after December 15, 2016. The Company adopted this new guidance on January 1, 2017. The new guidance has since January 1, 2017 affected, and the Company expects that in future periods the new guidance will affect, the provision for income taxes for the delivery of stock under share-based incentive compensation arrangements, as well as the effective tax rate in the relevant periods, which could be material to the condensed consolidated statements of operationsfinancial condition as of December 31, 2022) and $852 of other offering costs, were charged against the classification of cash flows in the relevant periods. The inclusion of excess tax benefits as an operating activity within the statement of cash flows was adopted on a prospective basis, with prior periods unadjusted. Upon adoptiongross proceeds of the new guidance,LGAC IPO.

“Redeemable noncontrolling interests” of $583,471 associated with the Company alsopublicly held LGAC Class A ordinary shares were recorded deferred tax assets of $4,945, net of a valuation allowance of $12,090, for previously unrecognized excess tax benefits (including tax benefits from dividends or dividend equivalents) on share-based incentive compensation arrangements, with an offsetting adjustment to retained earnings. With respect to forfeiture rates, the Company will continue to estimate the number of awards expected to be forfeited, rather than electing the option to account for forfeitures as they occur. See Note 14.

Revenue from Contracts with Customers—In May 2014, the FASB issued comprehensive new revenue recognition guidance. The guidance requires a company to recognize revenue when it transfers promised services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those services and requires enhanced disclosures. The guidance also changes the accounting for certain contract costs, including whether they may be offset against revenue in theCompany’s condensed consolidated statements of operations. financial condition as of December 31, 2022 at redemption value and classified as temporary equity. Changes in redemption value are recognized immediately as they occur and will adjust the carrying value of redeemable noncontrolling interests to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable noncontrolling interests shall be affected by credits or charges to members’ equity and noncontrolling interests attributable to certain members of LGACo 1 LLC based on pro rata ownership.

13

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
The warrants exercisable for LGAC Class A ordinary shares that were issued in connection with the LGAC IPO (the “LGAC Warrants”) meet the definition of a liability under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815 and were classified as derivative liabilities which were remeasured at fair value at each balance sheet date until exercised or cancelled, with changes in fair value reported to earnings. See Note 6.
On July 9, 2015,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 FASB approvedtime period required by its amended and restated memorandum and articles of association resulting in the deferraldistribution of $585,891 of the effective date ofcash held in the new revenue guidance by one yeartrust account to annual reporting periods beginning after December 15, 2017. The guidance may be adopted using a full retrospective approach or a modified cumulative effect approach.the LGAC shareholders. The Company will adoptrecognized $17,929 of losses on the liquidation of LGAC in “revenue-other” on the condensed consolidated statement of operations for the six month period ended June 30, 2023. In addition, the $20,125 of non-cash deferred underwriting fees noted above was no longer probable of being incurred and therefore was reversed from other liabilities to members’ equity. There were no redemption rights or liquidating distributions with respect to the LGAC warrants.
2.    REVENUE RECOGNITION
The Company disaggregates revenue recognition guidance uponbased on its effective datebusiness segment results and believes that the following information provides a reasonable representation of January 1, 2018how performance obligations relate to the nature, amount, timing and it intends to apply the modified cumulative effect approach upon transition. The Company’s implementation efforts include the identificationuncertainty of revenue within the scope of the guidance and the evaluation of revenue contracts. cash flows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Net Revenue:
Financial Advisory (a)$352,480 $405,940 $629,157 $795,842 
Asset Management:
Management fees and other (b)$282,335 $281,813 $560,933 $595,149 
Incentive fees (c)5,978 7,338 11,424 32,503 
Total Asset Management$288,313 $289,151 $572,357 $627,652 

The Company continues to evaluate the potential impact of the new guidance including (i) the timing of revenue recognition for


(a)Financial Advisory feesis comprised of a wide array of financial advisory services regarding M&A advisory, capital markets advisory, shareholder advisory, restructuring and (ii) the presentationcapital solutions, sovereign advisory, geopolitical advisory, and other strategic advisory and capital raising and placement work for clients. The benefits of certain contract costs. With respectthese advisory services are generally transferred to revenue recognition, the Company is assessing the potential impact of the new guidance on the Company’s recognition of certain M&A Advisory fees (e.g.,clients over time, and consideration for these advisory services typically includes transaction completion, transaction announcement and retainer fees), including whetherfees. Retainer fees are generally fixed and recognized over the period in which the advisory services are performed. However, transaction announcement and transaction completion fees are variable and subject to constraints, and they are typically not recognized until there is an announcement date or a completion date, respectively, due to the uncertainty associated with those events. Therefore, in any given period, advisory fees recognized for certain transactions may relate to services performed in prior periods. The advisory fees that may be unrecognized as of the end of a reporting period, primarily comprised of fees associated with transaction announcements and transaction completions, generally remain unrecognized due to the uncertainty associated with those events.
(b)Management fees and other is primarily comprised of management services. The benefits of these management services are transferred to the Company’s fulfillmentclients over time. Consideration for these management services generally includes management fees, which are based on assets under management and recognized over the period in which the management services are performed. The selling or distribution of itsfund interests is a separate performance obligations

10

obligation within management fees and other, and the benefits of such services are transferred to the Company’s clients at the point in time that such fund interests are sold or distributed.
(c)Incentive fees is primarily comprised of management services. The benefits of these management services are transferred to the Company’s clients over time. 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
14

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

under M&A Advisory engagement

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 would be deemed to occur over time, orwith clients include trade-based commission income, which is recognized at specific pointsthe point in time under the new guidance. Interpretive guidance on this particular issue continuesof execution and presented within other revenue. Such income may be earned by providing trade facilitation, execution, clearance and settlement, custody, and trade administration services to be deliberated by the Financial Reporting Executive Committee of the American Institute of Certified Public Accountants. clients.
With respectregard to the potential impactdisclosure requirement for remaining performance obligations, the Company elected the practical expedients permitted in the guidance to (i) exclude contracts with a duration of one year or less; and (ii) exclude variable consideration, such as transaction completion and transaction announcement fees, that is allocated entirely to unsatisfied performance obligations. 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 new guidance onpractical expedients, amounts related to remaining performance obligations are not material to the Company’s presentation of certain contract costs, the Company anticipates that the new guidance will result in the gross basis of presentation of certain contract costs that are currently presented net of certain items in revenues. The most significant changes identified to date with respect to presentation relate to (a) certain distribution costs within our Asset Management business and (b) certain reimbursable deal costs within our Financial Advisory business, both of which are currently presented net against revenues and will be presented as expenses on a gross basis under the new guidance.  The Company is currently evaluating the impact of this presentation.

Classification of Certain Cash Receipts and Cash Payments—In August and November 2016, the FASB issued updated guidance which clarifies how a company should classify certain cash receipts and cash payments on the statement of cash flows and clarifies that restricted cash should be included in the total of cash and cash equivalents on the statement of cash flows. The new guidance for both updates is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The new guidance is to be applied on a retrospective basis. The Company is currently evaluating the new guidance.

Clarifying the Definition of a Business—In January 2017, the FASB issued updated guidance to clarify the definition of a business within the context of business combinations. The updated guidance requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This updated guidance is expected to reduce the number of transactions that need to be further evaluated as business combinations. If further evaluation is necessary, the updated guidance will require that a business set include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. The updated guidance will remove the evaluation of whether a market participant could replace missing elements. The new guidance is effective for annual and interim periods beginning after December 15, 2017 and is to be applied on a prospective basis. The Company is currently evaluating the new guidance.

CompensationRetirement BenefitsImproving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost—In March 2016, the FASB issued updated guidance on the presentation of net benefit cost in the statement of operations and the components eligible for capitalization. The new guidance requires that only the service cost component of net periodic pension cost and net periodic postretirement benefit cost be presented with other employee compensation costs in operating expenses. The other components of net benefit cost, including amortization of prior service cost, and gains and losses from settlements and curtailments, are to be included in non-operating expenses. The new guidance also stipulates that only the service cost component of net benefit cost is eligible for capitalization. This new guidance is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the new guidance.

Compensation—Stock Compensation: Scope of Modification Accounting—In May 2017, the FASB issued updated guidance on modifications to share-based payment awards. The updated guidance requires entities to account for the effects of a modification to a share-based payment award unless the following are all the same immediately before and after the modification: (i) the fair value of the award, (ii) the vesting conditions of the award, and (iii) the classification of the award as an equity instrument or a liability instrument. This new guidance is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The new guidance is to be applied on a prospective basis. The Company is currently evaluating the new guidance.

Leases—In February 2016, the FASB issued updated guidance for leases. The guidance requires a lessee to (i) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial condition, (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis, and (iii) classify all cash payments within operating activities in the statement of cash flows. The new guidance is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The new guidance is to be applied on a modified retrospective basis. The Company is currently evaluating the new guidance.

Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments—In June 2016, the FASB issued new guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. The new guidance is effective for annual and interim periods beginning after December 15, 2019 with early adoption permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the new guidance.

11


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment—In January 2017, the FASB issued updated guidance which eliminated Step 2 from the goodwill impairment test. Step 2 is the process of measuring a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidancerequires entities to measure a goodwill impairment loss as the amount by which a reporting unit’s carrying value exceeds its fair value, limited to thecarrying amount ofgoodwill. The FASB also eliminated the requirements for entities that have reporting units with zero or negative carrying amounts to perform a qualitative assessment for the goodwill impairment test. Instead, those entities would be required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount. The new guidance is effective for interim or annualgoodwill impairment tests performed in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currentlyevaluating the newguidance.

statements.

3.

RECEIVABLES

3.    RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES
The Company’s receivables represent fee receivables, amounts due from customers and other receivables and amounts due from Lazard Ltd subsidiaries.

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

Of the Company’s fee receivables at June 30, 2023 and December 31, 2022, $103,434 and $97,964, respectively, represented financing receivables for our Private Capital Advisory fees.
At June 30, 2023 and December 31, 2022, customers and other receivables included $111,592 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 June 30, 2023 and December 31, 2022.
The aggregate carrying amount of other fees and customers and other receivables and amounts due from Lazard Ltd subsidiaries was $536,974 and $499,910 at June 30, 2023 and December 31, 2022, respectively.
Activity in the allowance for doubtful accountscredit losses for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 20162022 was as follows:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Beginning Balance

 

$

25,094

 

 

$

13,569

 

 

$

16,386

 

 

$

12,882

 

Beginning Balance$24,928 $33,808 $17,737 $33,955 

Bad debt expense, net of recoveries

 

 

4,753

 

 

 

1,545

 

 

 

18,584

 

 

 

4,124

 

Bad debt expense (credit), net of reversalsBad debt expense (credit), net of reversals3,195 (1,058)11,020 (542)

Charge-offs, foreign currency translation and other

adjustments

 

 

(2,383

)

 

 

(2,147

)

 

 

(7,506

)

 

 

(4,039

)

Charge-offs, foreign currency translation and other adjustments(1,028)(2,481)(1,662)(3,144)

Ending Balance

 

$

27,464

 

 

$

12,967

 

 

$

27,464

 

 

$

12,967

 

Ending Balance$27,095 $30,269 $27,095 $30,269 

Bad debt expense, net of recoveriesreversals represents the current period provision of expected credit losses and is included in “investment banking and other advisory fees”“operating expensesother” on the condensed consolidated statements of operations.

At September 30, 2017

The allowance for credit losses is substantially all related to M&A and December 31, 2016, the Company had receivables past due or deemed uncollectible of $44,372 and $22,212, respectively.

Of the Company’sRestructuring fee receivables at September 30, 2017 and December 31, 2016, $64,965 and $76,133, respectively, represented interest-bearing financingother receivables. In addition, at September 30, 2017 and  December 31, 2016, the Company had interest-bearing receivables from Lazard Ltd subsidiaries of $3,742 and $20,365, respectively.�� Based upon our historical loss experience, the credit quality of the counterparties, and the lack of past due or uncollectible amounts, there was no allowance for doubtful accounts required at those dates related to such receivables.

The aggregate carrying amount of our non-interest bearing receivables of $502,312 and $570,486 at September 30, 2017 and December 31, 2016, respectively, approximates fair value.

12

15

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

4.

4.    INVESTMENTS

The Company’s investments and securities sold, not yet purchased, consist of the following at SeptemberJune 30, 20172023 and December 31, 2016:

2022:

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

June 30,
2023
December 31,
2022

Interest-bearing deposits

 

$

552

 

 

$

456

 

Debt

 

 

6

 

 

 

-

 

Debt$5,022 $

Equities

 

 

46,181

 

 

 

41,017

 

Equities44,603 43,889 

Funds:

 

 

 

 

 

 

 

 

Funds:

Alternative investments (a)

 

 

23,518

 

 

 

32,441

 

Alternative investments (a)59,817 56,947 

Debt (a)

 

 

86,900

 

 

 

74,597

 

Debt (a)183,352 178,556 

Equity (a)

 

 

191,193

 

 

 

188,268

 

Equity (a)354,223 350,282 

Private equity

 

 

78,376

 

 

 

122,421

 

Private equity43,182 53,822 

 

 

379,987

 

 

 

417,727

 

640,574 639,607 

Equity method

 

 

222

 

 

 

222

 

Investments, at fair valueInvestments, at fair value690,199 683,496 
Equity method investmentsEquity method investments15,481 

Total investments

 

 

426,948

 

 

 

459,422

 

Total investments$690,199 $698,977 

Less:

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

552

 

 

 

456

 

Equity method

 

 

222

 

 

 

222

 

Investments, at fair value

 

$

426,174

 

 

$

458,744

 

Securities sold, not yet purchased, at fair value (included in “other liabilities”)

 

$

5,921

 

 

$

4,482

 

Securities sold, not yet purchased, at fair value
(included in “other liabilities”)
$1,550 $4,651 
___________________________________

(a)


(a)Interests in alternative investment funds, debt funds and equity funds include investments, including those held by LFI Consolidated Funds (see Note 19), with fair values of $27,181, $167,889 and $288,098, respectively, at June 30, 2023 and $24,137, $142,632 and $266,528, respectively, at December 31, 2022, held in order to satisfy the Company’s obligation upon vesting of previously granted Lazard Fund Interests (“LFI”) and other similar deferred compensation arrangements. 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 6 and 12).
Debt primarily consists of U.S. Treasury securities with fair values of $13,850, $48,451 and $124,570, respectively, at September 30, 2017 and $13,080, $37,869 and $128,219, respectively, at December 31, 2016, held in order to satisfy the Company’s liability upon vesting of previously granted Lazard Fund Interests (“LFI”) and other similar deferred compensation arrangements. LFI represent grants by the Company to eligible employees of actual or notional interests in a number of Lazard-managed funds, subject to service-based vesting conditions (see Notes 6 and 12).

Interest-bearing deposits have original maturities at time of purchase of greater than three months but equal to orand less than one year and are carried at cost that approximates fair value due to their short-term maturities.

year.

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

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

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

Private equity investments include those owned by Lazard and those consolidated but not owned by Lazard. Private equity investments owned by Lazard are primarily comprised of investments in private equity funds. Such investments primarily include (i) Edgewater Growth Capital Partners III, L.P. (“EGCP III”), a fund primarily making equity and buyout investments in middle market companies, (ii) a fund targeting significant noncontrolling-stake investments in established private companies and (iii) until the second quarter of 2017, a mezzanineseed investment in a fund (the “Mezzanine Fund”), whichrelated to our Asset Management business that invests in mezzanine debt of a diversified selection of small- to mid-cap European companies. Lazard sold its interest in the Mezzanine Fund in May 2017.

13

sustainable private infrastructure opportunities.
16

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

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

Equity method investments represent certain partnership interests accounted for under the equity method of accounting.
During the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 2016,2022, the Company reported in “revenue-other” on its condensed consolidated statements of operations net unrealized investment gains and losses pertaining to “trading”equity securities and trading debt securities still held as of the reporting date as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net unrealized investment gains

 

$

6,949

 

 

$

9,975

 

 

$

27,932

 

 

$

15,221

 

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Net unrealized investment gains (losses)$13,643 $(62,131)$38,430 $(102,998)

5.

FAIR VALUE MEASUREMENTS

5.    FAIR VALUE MEASUREMENTS
Fair Value Hierarchy of Investments and Certain Other Assets and Liabilities—Lazard categorizes its investments and certain other assets and liabilities recorded at fair value into a three-level fair value hierarchy as follows:

Level 1.

Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that Lazard has the ability to access.

Level 2.

Assets and liabilities whose values are based on (i) quoted prices for similar assets or liabilities in an active market, or quoted prices for identical or similar assets or liabilities in non-active markets, or (ii) inputs other than quoted prices that are directly observable or derived principally from, or corroborated by, market data.

Level 1.    Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that Lazard has the ability to access.

Level 3.

Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect our own assumptions about the assumptions a market participant would use in pricing the asset or liability. 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.

Level 2.    Assets and liabilities whose values are based on (i) quoted prices for similar assets or liabilities in an active market, or quoted prices for identical or similar assets or liabilities in non-active markets, or (ii) inputs other than quoted prices that are directly observable or derived principally from, or corroborated by, market data.

Level 3.    Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect our own assumptions about the assumptions a market participant would use in pricing the asset or liability. 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: 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; equity securitiesinterests in private companies are generally classified as Level 3.

The fair value of investments in alternative investment funds, debt funds and equity funds is classified as Level 1 when the fair values are primarily based on the publicly reported closing price for the fund.

The fair value of investments in certain private equity funds is classified as Level 3 for (i) certain investments that are valued based on the potential transaction value and (ii) when the acquisition price is considered the best measure of fair value.
The fair value of securities sold, not yet purchased, is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets.

The fair value of the contingent consideration liability is classified as Level 3 and the estimated fair value of the liability is remeasured at each reporting period. The inputs used to derive the fair value of the contingent consideration include the application of probabilities when assessing certain performance thresholds for the relevant periods. Any change in the fair value is recognized in “amortization and other acquisition-related costs” in the condensed consolidated statement of
17

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
operations. Our business acquisitions may involve the potential payment of contingent consideration upon the achievement of certain performance thresholds. The contingent consideration liability is initially recorded at the estimated fair value of the contingent payments on the acquisition date and is included in “other liabilities” on the condensed consolidated statements of financial condition. See Note 10.

The fair value of derivatives entered into by the Company isand classified as Level 1 is based on the listed market price of such instruments. The fair value of derivatives entered into by the Company and classified as Level 2 and is based on the values of the related underlying assets, indices or reference rates as follows: the fair value of forward foreign currency exchange rate contracts is a function of the spot rate and the interest rate differential of the two currencies from the trade date to settlement date; the fair value of total return swaps is based on the change in fair value of the related underlying equity security, financial instrument or index and a specified notional holding; the fair value of interest rate swaps is based on the interest rate yield curve; 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. See Note 6.

14


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

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. NAV is primarily determined based on information provided by external fund administrators. The Company’s investments valued at NAV as a practical expedient in (i) alternative investment funds, debt funds and equity funds are redeemable in the near term, and (ii) private equity funds are not redeemable in the near term as a result of redemption restrictions.

The following tables present, as of SeptemberJune 30, 20172023 and December 31, 2016,2022, the classification of (i) investments and certain other assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy and (ii) investments measured at NAV or its equivalent as a practical expedient:

 

September 30, 2017

 

June 30, 2023

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

NAV

 

 

Total

 

Level 1Level 2Level 3NAVTotal

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

Debt

 

$

6

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

6

 

Debt$5,022 $$$$5,022 

Equities

 

 

44,634

 

 

 

-

 

 

 

1,547

 

 

 

-

 

 

 

46,181

 

Equities43,961 642 44,603 

Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds:

Alternative investments

 

 

15,798

 

 

 

-

 

 

 

-

 

 

 

7,720

 

 

 

23,518

 

Alternative investments15,767 44,050 59,817 

Debt

 

 

86,894

 

 

 

-

 

 

 

-

 

 

 

6

 

 

 

86,900

 

Debt183,348 183,352 

Equity

 

 

191,144

 

 

 

-

 

 

 

-

 

 

 

49

 

 

 

191,193

 

Equity354,180 43 354,223 

Private equity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

78,376

 

 

 

78,376

 

Private equity268 42,914 43,182 

Derivatives

 

 

-

 

 

 

3,443

 

 

 

-

 

 

 

-

 

 

 

3,443

 

Derivatives715 715 

Total

 

$

338,476

 

 

$

3,443

 

 

$

1,547

 

 

$

86,151

 

 

$

429,617

 

Total$602,278 $715 $910 $87,011 $690,914 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

Securities sold, not yet purchased

 

$

5,921

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

5,921

 

Securities sold, not yet purchased$1,550 $$$$1,550 

Contingent consideration liability

 

 

-

 

 

 

-

 

 

 

4,010

 

 

 

-

 

 

 

4,010

 

Contingent consideration liability6,422 6,422 

Derivatives

 

 

-

 

 

 

189,142

 

 

 

-

 

 

 

-

 

 

 

189,142

 

Derivatives378,300 378,300 

Total

 

$

5,921

 

 

$

189,142

 

 

$

4,010

 

 

$

-

 

 

$

199,073

 

Total$1,550 $378,300 $6,422 $$386,272 

 

 

December 31, 2016

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

NAV

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

39,509

 

 

$

-

 

 

$

1,508

 

 

$

-

 

 

$

41,017

 

Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alternative investments

 

 

25,316

 

 

 

-

 

 

 

-

 

 

 

7,125

 

 

 

32,441

 

Debt

 

 

74,591

 

 

 

-

 

 

 

-

 

 

 

6

 

 

 

74,597

 

Equity

 

 

188,229

 

 

 

-

 

 

 

-

 

 

 

39

 

 

 

188,268

 

Private equity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

122,421

 

 

 

122,421

 

Derivatives

 

 

-

 

 

 

1,993

 

 

 

-

 

 

 

-

 

 

 

1,993

 

Total

 

$

327,645

 

 

$

1,993

 

 

$

1,508

 

 

$

129,591

 

 

$

460,737

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities sold, not yet purchased

 

$

4,482

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

4,482

 

Contingent consideration liability

 

 

-

 

 

 

-

 

 

 

3,364

 

 

 

-

 

 

 

3,364

 

Derivatives

 

 

-

 

 

 

182,223

 

 

 

-

 

 

 

-

 

 

 

182,223

 

Total

 

$

4,482

 

 

$

182,223

 

 

$

3,364

 

 

$

-

 

 

$

190,069

 

18

15


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

December 31, 2022
Level 1Level 2Level 3NAVTotal
Assets:
Investments:
Equities$43,243 $$646 $$43,889 
Funds:
Alternative investments27,073 29,874 56,947 
Debt178,552 178,556 
Equity350,242 40 350,282 
Private equity18,772 35,050 53,822 
Derivatives14,554 14,554 
Total$599,110 $14,554 $19,418 $64,968 $698,050 
Liabilities:
Securities sold, not yet purchased$4,651 $$$$4,651 
Derivatives115 327,045 327,160 
Total$4,766 $327,045 $$$331,811 
The following tables provide a summary of changes in fair value of the Company’s Level 3 assets and liabilities for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 2016:

2022:

 

Three Months Ended September 30, 2017

 

Three Months Ended June 30, 2023

 

Beginning

Balance

 

 

Net Unrealized/

Realized

Gains/Losses

Included In

Earnings (a)

 

 

Purchases/

Acquisitions

 

 

Sales/

Dispositions

 

 

Foreign

Currency

Translation

Adjustments

 

 

Ending

Balance

 

Beginning
Balance
Net Unrealized/
Realized
Gains/Losses
Included In
Earnings (a)
Purchases/
Issuances
Sales/
Settlements/
Transfers (b)
Foreign
Currency
Translation
Adjustments
Ending
Balance

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

Equities

 

$

3,072

 

 

$

130

 

 

$

-

 

 

$

(1,661

)

 

$

6

 

 

$

1,547

 

Equities$634 $13 $$$(5)$642 

Total Level 3 Assets

 

$

3,072

 

 

$

130

 

 

$

-

 

 

$

(1,661

)

 

$

6

 

 

$

1,547

 

Private equity fundsPrivate equity funds19,139 (18,508)(363)268 
Total Level 3 assetsTotal Level 3 assets$19,773 $13 $$(18,508)$(368)$910 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

Contingent consideration liability

 

$

4,108

 

 

$

(98

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

4,010

 

Contingent consideration liability$6,342 $80 $$$$6,422 

Total Level 3 Liabilities

 

$

4,108

 

 

$

(98

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

4,010

 

Total Level 3 liabilitiesTotal Level 3 liabilities$6,342 $80 $$$$6,422 

 

 

Nine Months Ended September 30, 2017

 

 

 

Beginning

Balance

 

 

Net Unrealized/

Realized

Gains/Losses

Included In

Earnings (a)

 

 

Purchases/

Acquisitions

 

 

Sales/

Dispositions

 

 

Foreign

Currency

Translation

Adjustments

 

 

Ending

Balance

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

1,508

 

 

$

4

 

 

$

1,661

 

 

$

(1,669

)

 

$

43

 

 

$

1,547

 

Total Level 3 Assets

 

$

1,508

 

 

$

4

 

 

$

1,661

 

 

$

(1,669

)

 

$

43

 

 

$

1,547

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration liability

 

$

3,364

 

 

$

646

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

4,010

 

Total Level 3 Liabilities

 

$

3,364

 

 

$

646

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

4,010

 

19


 

 

Three Months Ended September 30, 2016

 

 

 

Beginning

Balance

 

 

Net Unrealized/

Realized

Gains/Losses

Included In

Earnings (a)

 

 

Purchases/

Acquisitions

 

 

Sales/

Dispositions

 

 

Foreign

Currency

Translation

Adjustments

 

 

Ending

Balance

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

1,298

 

 

$

2

 

 

$

-

 

 

$

-

 

 

$

21

 

 

$

1,321

 

Total Level 3 Assets

 

$

1,298

 

 

$

2

 

 

$

-

 

 

$

-

 

 

$

21

 

 

$

1,321

 

16


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Nine Months Ended September 30, 2016

 

Six Months Ended June 30, 2023

 

Beginning

Balance

 

 

Net Unrealized/

Realized

Gains/Losses

Included In

Earnings (a)

 

 

Purchases/

Acquisitions

 

 

Sales/

Dispositions

 

 

Foreign

Currency

Translation

Adjustments

 

 

Ending

Balance

 

Beginning
Balance
Net Unrealized/
Realized
Gains/Losses
Included In
Earnings (a)
Purchases/Acquisitions/
Issuances
Sales/
Settlements/
Transfers (b)
Foreign
Currency
Translation
Adjustments
Ending
Balance

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

Equities

 

$

1,276

 

 

$

12

 

 

$

-

 

 

$

-

 

 

$

33

 

 

$

1,321

 

Equities$646 $14 $$$(18)$642 

Total Level 3 Assets

 

$

1,276

 

 

$

12

 

 

$

-

 

 

$

-

 

 

$

33

 

 

$

1,321

 

Private equity fundsPrivate equity funds18,772 (18,508)268 
Total Level 3 assetsTotal Level 3 assets$19,418 $14 $$(18,508)$(14)$910 
Liabilities:Liabilities:
Contingent consideration liability (c)Contingent consideration liability (c)$$113 $7,754 $(1,445)$$6,422 
Total Level 3 liabilitiesTotal Level 3 liabilities$$113 $7,754 $(1,445)$$6,422 

(a)

Earnings recorded in “other revenue” for investments in equities for the three month and nine month periods ended September 30, 2017 and the three month and nine month periods ended September 30, 2016 include net unrealized gains of $130, $2, $2 and $7, respectively. Earnings recorded in “amortization and other acquisition-related costs” for the contingent consideration liability for the three month and nine month periods ended September 30, 2017 include unrealized gains (losses) of $98 and $(646), respectively.

Three Months Ended June 30, 2022
Beginning
Balance
Net Unrealized/
Realized
Gains/Losses
Included In
Earnings (a)
Purchases/
Issuances
Sales/
Settlements
Foreign
Currency
Translation
Adjustments
Ending
Balance
Assets:
Investments:
Equities$575 $$$$(33)$542 
Private equity funds274 (18)256 
Total Level 3 assets$849 $$$$(51)$798 

Six Months Ended June 30, 2022
Beginning
Balance
Net Unrealized/
Realized
Gains/Losses
Included In
Earnings (a)
Purchases/
Issuances
Sales/
Settlements
Foreign
Currency
Translation
Adjustments
Ending
Balance
Assets:
Investments:
Equities$578 $$$$(43)$542 
Private equity funds293 (13)(24)256 
Total Level 3 assets$871 $$$(13)$(67)$798 
__________________________________

(a)Earnings recorded in “other revenue” for investments in Level 3 assets for the three month and six month periods ended June 30, 2023 and 2022 include net unrealized gains of $13, $14, $0 and $7, respectively. Unrealized losses of $80 and $113 were recorded in “amortization and other acquisition-related costs” for the contingent consideration liability for the three month and six month periods ended June 30, 2023.
(b)Transfers out of Level 3 private equity funds in the three month period ended June 30, 2023 reflect investments valued at NAV as of June 30, 2023.
20

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
(c)For the six month period ended June 30, 2023, acquisitions represent the initial recognition of the contingent consideration liability (noncash transaction), and settlements represent aggregate cash and noncash settlement of contingent consideration after the acquisition date.
There were no other transfers between anyinto or out of the Level 1, 2 and 3 categories inwithin the fair value measurement hierarchy during the three month and ninesix month periods ended September 30, 2017 and 2016. Certain investments that were valued at NAV as of December 31, 2016 were transferred to Level 2 from the NAV category in the six months ended June 30, 2017, as these investments were valued based on a probable transaction value as of the reporting date that differs from NAV. Such investments were sold in the second quarter of 2017.

2023 and 2022.

The following tables present, at SeptemberJune 30, 20172023 and December 31, 2016,2022, certain investments that are valued using NAV or its equivalent as a practical expedient in determining fair value:

June 30, 2023
Investments Redeemable
NAV
Unfunded
Commitments
% of
NAV
Not
Redeemable
Redemption
Frequency
Redemption
Notice Period
Alternative investment funds:
Hedge funds$43,391 $NA(a)30-60 days
Other659 NA(b)<30-30 days
Debt fundsNA(c)<30 days
Equity funds43 NA(d)<30-60 days
Private equity funds:
Equity growth42,914 5,579 (e)100%(f)NANA
Total$87,011 $5,579 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Liquidation Period of

Investments Not Redeemable

 

 

Investments Redeemable

 

 

Fair Value

 

 

Unfunded

Commitments

 

 

 

% of

Fair Value

Not

Redeemable

 

 

%

Next

5 Years

 

 

%

5-10

Years

 

 

%

Thereafter

 

 

Redemption

Frequency

 

Redemption

Notice Period

Alternative investment funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge funds

 

$

6,617

 

 

$

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(a)

 

<30-60 days

Funds of funds

 

 

517

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(b)

 

<30-90 days

Other

 

 

586

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(c)

 

<30-60 days

Debt funds

 

 

6

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(d)

 

30 days

Equity funds

 

 

49

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(e)

 

<30-90 days

Private equity funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity growth

 

 

78,376

 

 

 

10,085

 

(f)

 

 

100

%

 

 

16

%

 

 

39

%

 

 

45

%

 

NA

 

NA

Total

 

$

86,151

 

 

$

10,085

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(a)monthly (73%) and quarterly (27%)
(b)daily (5%) and monthly (95%)
(c)daily (100%)
(d)monthly (34%) and annually (66%)
(e)Unfunded commitments to private equity investments consolidated but not owned by Lazard of $10,652 are excluded. Such commitments are required to be funded by capital contributions from noncontrolling interest holders.
(f)Distributions from each fund will be received as the underlying investments of the funds are liquidated.
December 31, 2022
Investments Redeemable
NAVUnfunded
Commitments
% of
NAV
Not
Redeemable
Redemption
Frequency
Redemption
Notice Period
Alternative investment funds:
Hedge funds$29,259 $NA(a)30-60 days
Other615 NA(b)<30-30 days
Debt fundsNA(c)<30 days
Equity funds40 NA(d)<30-60 days
Private equity funds:
Equity growth35,050 5,455 (e)100%(f)NANA
Total$64,968 $5,455 

(a)

weekly (51%), monthly (2%) and quarterly (47%)


(b)

monthly (97%) and quarterly (3%)

(a)monthly (68%) and quarterly (32%)

(c)

daily (6%) and monthly (94%)

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

(d)

daily (100%)

21

(e)

daily (18%), monthly (50%) and quarterly (32%)

(f)

Unfunded commitments to private equity investments consolidated but not owned by Lazard of $5,915 are excluded. Such commitments are required to be funded by capital contributions from noncontrolling interest holders.

17


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Liquidation Period of

Investments Not Redeemable

 

 

Investments Redeemable

 

 

Fair Value

 

 

Unfunded

Commitments

 

 

 

% of

Fair Value

Not

Redeemable

 

 

%

Next

5 Years

 

 

%

5-10

Years

 

 

%

Thereafter

 

 

Redemption

Frequency

 

Redemption

Notice Period

Alternative investment funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge funds

 

$

6,190

 

 

$

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(a)

 

<30-60 days

Funds of funds

 

 

492

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(b)

 

<30-90 days

Other

 

 

443

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(c)

 

<30-60 days

Debt funds

 

 

6

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(d)

 

30 days

Equity funds

 

 

39

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(e)

 

<30-90 days

Private equity funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity growth

 

 

90,824

 

 

 

9,183

 

(f)

 

 

100

%

 

 

12

%

 

 

33

%

 

 

55

%

 

NA

 

NA

Mezzanine debt

 

 

31,597

 

 

 

-

 

 

 

 

100

%

 

 

-

 

 

 

-

 

 

 

100

%

 

NA

 

NA

Total

 

$

129,591

 

 

$

9,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

weekly (73%), monthly (2%) and quarterly (25%)

(b)

monthly (98%) and quarterly (2%)

(c)daily (100%)

(c)

daily (7%) and monthly (93%)

(d)monthly (35%) and annually (65%)

(d)

daily (100%)

(e)Unfunded commitments to private equity investments consolidated but not owned by Lazard of $8,003 are excluded. Such commitments are required to be funded by capital contributions from noncontrolling interest holders.

(e)

daily (19%), monthly (50%) and quarterly (31%)

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

(f)

Unfunded commitments to private equity investments consolidated but not owned by Lazard of $6,886 are excluded. Such commitments are required to be funded by capital contributions from noncontrolling interest holders.

Investment Capital Funding Commitments—At SeptemberJune 30, 2017,2023, the Company’s maximum unfunded commitments for capital contributions to investment funds primarily arose from commitments to EGCP III, which amounted to $8,613.$5,028. The investment period for EGCP III ended on October 12, 2016, after which point the Company’s obligation to fund capital contributions for new investments in EGCP III expired. The Company remains obligated until October 12, 2023 (or any earlier liquidation of EGCP III) to make capital contributions necessary to fund follow-on investments and to pay for fund expenses.

6.

DERIVATIVES

6.    DERIVATIVES
The Company enters into forward foreign currency exchange rate contracts, interest rate swaps, interest rate futures, total return swap contracts on various equity and debt indices and other derivative contracts to economically hedge exposures to fluctuations in currency exchange rates, interest rates and equity and debt prices. 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. The Company’s derivative instruments are recorded at their fair value, and are included in “other assets” and “other liabilities” on the condensed consolidated statements of financial condition. Gains and losses on the Company’s derivative instruments are generally included in “interest income” and “interest expense”, respectively, or “revenue-other”, depending on the nature of the underlying item, in the condensed consolidated statements of operations.

In addition to the derivative instruments described above, the Company records derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements, the fair value of which is based on the value of the underlying investments, adjusted for estimated forfeitures, and is included in “accrued compensation and benefits” in the condensed consolidated statements of financial condition. Changes in the fair value of the derivative liabilities are included in “compensation and benefits” in the condensed consolidated statements of operations, the impact of which equally offsets the changes in the fair value of investments which are currently expected to be delivered upon settlement of LFI and other similar deferred compensation arrangements, which are reported in “revenue-other” in the condensed consolidated statements of operations.

18


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

The tabletables below presentspresent the fair value of the Company’s derivative instruments reported within “other assets” and “other liabilities” and the fair value of the Company’s derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements reported within “accrued compensation and benefits” (see Note 12) on the accompanying condensed consolidated statements of financial condition as of SeptemberJune 30, 20172023 and December 31, 2016:

2022. Notional amounts provide an indication of the volume of the Company's derivative activity.
Derivative assets and liabilities, as well as the related cash collateral from the same counterparty, have been netted on the condensed consolidated statements of financial condition where the Company has obtained an appropriate legal opinion with respect to the master netting agreement. Where such a legal opinion has not been either sought or obtained, amounts are not eligible for netting on the condensed consolidated statements of financial condition, and those derivative assets and liabilities are shown separately in the table below.
In addition to the cash collateral received and transferred that is presented on a net basis with derivative assets and liabilities, the Company receives and transfers additional securities and cash collateral. These amounts mitigate counterparty credit risk associated with the Company’s derivative instruments, but are not eligible for net presentation on the condensed consolidated statements of financial condition.
June 30, 2023
Derivative AssetsDerivative Liabilities
Fair ValueNotionalFair ValueNotional
Forward foreign currency exchange rate contracts$834 $132,513 $4,866 $277,982 
Total return swaps and other1,645 48,814 5,183 96,745 
LFI and other similar deferred compensation arrangements372,910 379,511 
Total gross derivatives2,479 $181,327 382,959 $754,238 
Counterparty and cash collateral netting:
Forward foreign currency exchange rate contracts(114)(115)
Total return swaps and other(1,650)(4,544)
Net derivatives in "other assets" and "other liabilities"715 378,300 
Amounts not netted (a):
Cash collateral(72)
Securities collateral(583)
$643 $377,717 
22

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
December 31, 2022
Derivative AssetsDerivative Liabilities
Fair ValueNotionalFair ValueNotional
Forward foreign currency exchange rate contracts$1,356 $170,103 $921 $128,098 
Total return swaps and other13,427 155,026 72 1,398 
LGAC Warrants115 11,500 
LFI and other similar deferred compensation arrangements326,282 338,126 
Total gross derivatives14,783 $325,129 327,390 $479,122 
Counterparty and cash collateral netting:
Forward foreign currency exchange rate contracts(157)(158)
Total return swaps and other(72)(72)
Net derivatives in "other assets" and "other liabilities"14,554 327,160 
Amounts not netted (a):
Cash collateral
Securities collateral
$14,554 $327,160 

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Derivative Assets:

 

 

 

 

 

 

 

 

Forward foreign currency exchange rate contracts

 

$

2,938

 

 

$

1,993

 

Total return swaps and other (a)

 

 

505

 

 

 

-

 

 

 

$

3,443

 

 

$

1,993

 

Derivative Liabilities:

 

 

 

 

 

 

 

 

Forward foreign currency exchange rate contracts

 

$

3,835

 

 

$

2,792

 

Total return swaps and other (a)

 

 

9,557

 

 

 

9,043

 

LFI and other similar deferred compensation arrangements

 

 

175,750

 

 

 

170,388

 

 

 

$

189,142

 

 

$

182,223

 


(a)

For total return swaps, amounts represent the netting of gross derivative assets and liabilities of $509 and $9,561 as of September 30, 2017, respectively, and $357 and $9,400 as of December 31, 2016, respectively, for contracts with the same counterparty under legally enforceable master netting agreements. Such amounts are recorded “net” in “other assets”, with receivables for net cash collateral under such contracts of $17,496 and $16,996 as of September 30, 2017 and December 31, 2016, respectively.

(a)Amounts are subject to master netting arrangements but do not meet the criteria for netting on the condensed consolidated statements of financial condition under U.S. GAAP. For some counterparties, the collateral amounts of securities and cash collateral pledged may exceed the derivative assets and derivative liabilities balances. Where this is the case, the total amount reported is limited to the net derivative assets and net derivative liabilities balances with that counterparty.

Net gains (losses) with respect to derivative instruments (predominantly reflected(included in “revenue-other”) and the Company’s derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements (included in “compensation and benefits” expense) as reflected on the accompanying condensed consolidated statements of operations for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 2016,2022, were as follows:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Forward foreign currency exchange rate contracts

 

$

(2,991

)

 

$

(1,591

)

 

$

(8,149

)

 

$

(8,445

)

Forward foreign currency exchange rate contracts$(797)$3,704 $(700)$5,610 

LFI and other similar deferred compensation arrangements

 

 

(4,875

)

 

 

(6,909

)

 

 

(17,981

)

 

 

(4,707

)

LFI and other similar deferred compensation arrangements(9,675)35,098 (26,128)49,421 
LGAC WarrantsLGAC Warrants3,220 115 7,130 

Total return swaps and other

 

 

(3,890

)

 

 

(3,674

)

 

 

(12,872

)

 

 

(3,880

)

Total return swaps and other(5,020)19,311 (11,430)25,499 

Total

 

$

(11,756

)

 

$

(12,174

)

 

$

(39,002

)

 

$

(17,032

)

Total$(15,492)$61,333 $(38,143)$87,660 

7.

PROPERTY

See Note 1 for additional information on LGAC Warrants.

At September 30, 2017 and December 31, 2016, property consisted of the following:

 

 

Estimated

Depreciable

 

 

September 30,

 

 

December 31,

 

 

 

Life in Years

 

 

2017

 

 

2016

 

Buildings

 

 

33

 

 

$

149,548

 

 

$

132,821

 

Leasehold improvements

 

3-20

 

 

 

174,129

 

 

 

175,810

 

Furniture and equipment

 

3-10

 

 

 

179,890

 

 

 

172,325

 

Construction in progress

 

 

 

 

 

 

11,843

 

 

 

14,038

 

Total

 

 

 

 

 

 

515,410

 

 

 

494,994

 

Less - Accumulated depreciation and amortization

 

 

 

 

 

 

314,708

 

 

 

285,997

 

Property

 

 

 

 

 

$

200,702

 

 

$

208,997

 

23

19


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

8.

GOODWILL AND OTHER INTANGIBLE ASSETS

7.    PROPERTY, NET

At June 30, 2023 and December 31, 2022, property consisted of the following:
Estimated
Depreciable
Life in Years
June 30,
2023
December 31,
2022
Buildings33$168,108 $135,103 
Leasehold improvements3-20226,692 207,285 
Furniture and equipment3-10234,630 235,684 
Construction in progress9,652 65,560 
Total639,082 643,632 
Less - Accumulated depreciation and amortization402,398 393,595 
Property, net$236,684 $250,037 
8.    GOODWILL AND OTHER INTANGIBLE ASSETS
The components of goodwill and other intangible assets at SeptemberJune 30, 20172023 and December 31, 20162022 are presented below:

 

September 30,

 

 

December 31,

 

 

2017

 

 

2016

 

June 30,
2023
December 31,
2022

Goodwill

 

$

362,773

 

 

$

352,124

 

Goodwill$373,323 $356,369 

Other intangible assets (net of accumulated amortization)

 

 

5,558

 

 

 

6,858

 

Other intangible assets (net of accumulated amortization)60 90 

 

$

368,331

 

 

$

358,982

 

$373,383 $356,459 

At SeptemberJune 30, 20172023 and December 31, 2016,2022, goodwill of $298,232$292,076 and $287,583,$291,828, respectively, was attributable to the Company’s Financial Advisory segment and, at each such respective date,goodwill of $81,247 and $64,541, of goodwillrespectively, was attributable to the Company’s Asset Management segment.

Changes in the carrying amount of goodwill for the ninesix month periods ended SeptemberJune 30, 20172023 and 20162022 are as follows:

 

Nine Months Ended

 

 

September 30,

 

Six Months Ended
June 30,

 

2017

 

 

2016

 

20232022

Balance, January 1

 

$

352,124

 

 

$

320,761

 

Balance, January 1$356,369 $357,187 
Acquisition of businessAcquisition of business16,706 

Foreign currency translation adjustments

 

 

10,649

 

 

 

4,906

 

Foreign currency translation adjustments248 (1,164)

Balance, September 30

 

$

362,773

 

 

$

325,667

 

Balance, June 30Balance, June 30$373,323 $356,023 

The acquisition in the six month period ended June 30, 2023 was attributable to the Company’s Asset Management segment. All other changes in the carrying amount of goodwill for the ninesix month periods ended SeptemberJune 30, 20172023 and 20162022 are attributable to the Company’s Financial Advisory segment.

The gross cost and accumulated amortization of other intangible assets as of September 30, 2017 and December 31, 2016, by major intangible asset category, are as follows:

 

 

September 30, 2017

 

 

December 31, 2016

 

 

 

Gross

Cost

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Cost

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Success/performance fees

 

$

33,040

 

 

$

27,693

 

 

$

5,347

 

 

$

33,040

 

 

$

26,543

 

 

$

6,497

 

Management fees, customer relationships

   and non-compete agreements

 

 

33,436

 

 

 

33,225

 

 

 

211

 

 

 

33,436

 

 

 

33,075

 

 

 

361

 

 

 

$

66,476

 

 

$

60,918

 

 

$

5,558

 

 

$

66,476

 

 

$

59,618

 

 

$

6,858

 

Amortization expense of intangible assets, included in “amortization and other acquisition-related costs” in the condensed consolidated statements of operations, for the three month and ninesix month periods ended SeptemberJune 30, 20172023 was $433$15 and $1,300,$30, respectively, and for the three month and ninesix month periods ended SeptemberJune 30, 20162022 was $746$15 and $1,720,$30, respectively. Estimated future amortization expense is as follows:

Year Ending December 31,

 

Amortization

Expense (a)

 

2017 (October 1 through December 31)

 

$

284

 

2018

 

 

5,274

 

Total amortization expense

 

$

5,558

 

24

(a)

Approximately 38% of intangible asset amortization is attributable to a noncontrolling interest.

20


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

9.

9.    SENIOR DEBT

Senior debt is comprised of the following as of SeptemberJune 30, 20172023 and December 31, 2016:

2022:

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of

 

 

 

Initial

 

 

 

 

Annual

 

 

September 30, 2017

 

 

December 31, 2016

 

 

 

Principal

Amount

 

 

Maturity

Date

 

Interest

Rate(a)

 

 

Principal

 

 

Unamortized

Debt Costs

 

 

Carrying

Value

 

 

Principal

 

 

Unamortized

Debt Costs

 

 

Carrying

Value

 

Lazard Group 2020

   Senior Notes

 

 

500,000

 

 

11/14/20

 

 

4.25

%

 

$

500,000

 

 

$

2,878

 

 

$

497,122

 

 

$

500,000

 

 

$

3,569

 

 

$

496,431

 

Lazard Group 2025

   Senior Notes

 

 

400,000

 

 

2/13/25

 

 

3.75

%

 

 

400,000

 

 

 

3,479

 

 

 

396,521

 

 

 

400,000

 

 

 

3,833

 

 

 

396,167

 

Lazard Group 2027

   Senior Notes

 

 

300,000

 

 

3/1/27

 

 

3.625

%

 

 

300,000

 

 

 

3,707

 

 

 

296,293

 

 

 

300,000

 

 

 

3,998

 

 

 

296,002

 

Total

 

 

 

 

 

 

 

 

 

 

 

$

1,200,000

 

 

$

10,064

 

 

$

1,189,936

 

 

$

1,200,000

 

 

$

11,400

 

 

$

1,188,600

 

Outstanding as of
June 30, 2023December 31, 2022
Initial
Principal
Amount
Maturity
Date
Annual
Interest
Rate(a)
PrincipalUnamortized
Debt Costs
Carrying
Value
PrincipalUnamortized
Debt Costs
Carrying
Value
Lazard Group
   2025 Senior
   Notes
$400,000 2/13/253.75 %$400,000 $767 $399,233 $400,000 $1,003 $398,997 
Lazard Group
   2027 Senior
   Notes
300,000 3/1/273.625 %300,000 1,430 298,570 300,000 1,625 298,375 
Lazard Group
   2028 Senior
   Notes
500,000 9/19/284.50 %500,000 4,438 495,562 500,000 4,864 495,136 
Lazard Group
   2029 Senior
   Notes
500,000 3/11/294.375 %500,000 4,408 495,592 500,000 4,794 495,206 
Total$1,700,000 $11,043 $1,688,957 $1,700,000 $12,286 $1,687,714 

(a)

The effective interest rates of Lazard Group’s 4.25% senior notes due November 14, 2020 (the “2020 Notes”), Lazard Group’s 3.75% senior notes due February 13, 2025 (the “2025 Notes”) and Lazard Group’s 3.625% senior notes due March 1, 2027 (the “2027 Notes”) are 4.43%, 3.87% and 3.76%, respectively.

__________________________


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

The Company’s senior debt at June 30, 2023 and December 31, 2022 is carried at their principal balances outstanding, net of unamortized debt costs. At those dates, the fair value of such senior debt was approximately $1,610,000 and $1,602,000, respectively. The fair value of the Company’s senior debt is based on market quotations. The Company’s senior debt would be categorized within Level 2 of the hierarchy of fair value measurements if carried at fair value.
On September 25, 2015,June 6, 2023, Lazard Group entered into ana Second Amended and Restated Credit Agreement for a five-year $150,000 senior revolving credit facility with a group of lenders for a five-year, $200,000 senior revolving credit facility expiring in June 2028 (the “Amended“Second Amended and Restated Credit Agreement”), which expires in September 2020.. The Second Amended and Restated Credit Agreement amended and restated the previousthree-year, $200,000 senior revolving credit agreement dated September 25, 2012.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 LIBORadjusted term SOFR plus an applicable margin for specific interest periods determined based on Lazard Group’s highest credit rating from an internationally recognized credit agency. The Second Amended and Restated Credit Agreement contains certain covenants, events of default and other customary provisions, including customary benchmark-replacement mechanics.
At SeptemberJune 30, 20172023 and December 31, 2016,2022, no amounts were outstanding under the Second Amended and Restated Credit Agreement and the Previous Credit Agreement, respectively.
As of June 30, 2023, the Company had approximately $209,200 in unused lines of credit available to it, including the credit facility provided under the Second Amended and Restated Credit Agreement.

The Second Amended and Restated Credit Agreement and the indenture and the supplemental indentures relating to Lazard Group’s senior notes contain certain covenants, events of default and other customary provisions, including a customary make-whole provision in the event of early redemption, where applicable. As of SeptemberJune 30, 2017,2023, the Company was in compliance with such provisions. All of the Company’s senior debt obligations are unsecured.

As of September 30, 2017, the Company had approximately $175,000 in unused lines of credit available to it, including the credit facility provided under the Amended and Restated Credit Agreement and unused lines of credit available to LFB of approximately $24,000 (at September 30, 2017 exchange rates).

The Company’s senior debt at September 30, 2017 and December 31, 2016 is carried at historical amounts of $1,189,936 and $1,188,600, respectively. At those dates, the fair value of such senior debt was approximately $1,230,000 and $1,204,000, respectively. The fair value of the Company’s senior debt is based on market quotations. The Company’s senior debt would be categorized within Level 2 of the hierarchy of fair value measurements if carried at fair value.

10.

COMMITMENTS AND CONTINGENCIES

25

Leases—The Company has various leases and other contractual commitments arising in the ordinary course of business.

Guarantees—In the normal course of business, LFB provides indemnifications to third parties to protect them in the event of non-performance by its clients. At September 30, 2017, LFB had $2,948 of such indemnifications and held $2,948 of collateral/counter-guarantees to secure these commitments. The Company believes the likelihood of loss with respect to these indemnities is remote. Accordingly, no liability is recorded in the condensed consolidated statement of financial condition.

Business Acquisitions—For a business acquired in 2016, consideration consists of (i) previously paid one-time cash payment and 60,817 shares of Class A common stock subject to non-compete provisions and (ii) up to 210,431 additional shares of Class A common stock that are subject to certain performance thresholds. As of September 30, 2017, none of the contingent shares had been earned.

21


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

10.    COMMITMENTS AND CONTINGENCIES
Guarantees—A subsidiary of LAM guaranteed a revolving credit facility of an unconsolidated subsidiary expiring on October 1, 2023. At June 30, 2023, the maximum amount of future payments under such guarantee is $10,000.
Other CommitmentsThe Company has various other contractual commitments arising in the ordinary course of business. In addition, fromFrom time to time, each of LFB and LFNY may enter into underwriting commitments in which itthey will participate as an underwriter. At SeptemberJune 30, 2017,2023, LFB and LFNY had no such underwriting commitments.

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

In the opinion of management, the

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

Legal—The Company is involved from time to time in judicial, governmental, regulatory and arbitration proceedings and inquiries concerning matters arising in connection with the conduct of our businesses, including proceedings initiated by former employees alleging wrongful termination. The Company reviews such matters on a case-by-case basis and establishes any required accrual if a loss is probable and the amount of such loss can be reasonably estimated. The Company experiencesmay experience significant variation in its revenue and earnings on a quarterly basis. Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any particular fiscal quarter. 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.

11.

MEMBERS’ EQUITY

11.    MEMBERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
Lazard Group Distributions—Distributions in respect of Lazard Group’s common membership interests are allocated to the holders of such interests in accordance with the provisions of the Operating Agreement. Such distributions primarily represent amounts necessary to fund (i) any dividends Lazard Ltd may declare on its Class A common stock (“common stock”), the only class of common stock of Lazard outstanding, and (ii) tax distributions in respect of income taxes that Lazard Ltd’s subsidiaries incur.

During the ninesix month periods ended SeptemberJune 30, 20172023 and 2016,2022, Lazard Group distributed $294,966$73,684 and $248,742,$140,870, respectively, to the subsidiaries of Lazard Ltd.

In addition, in March 2023 and February 2022, Lazard Group distributed 1,521,620 and 1,902,756 shares of common stock, respectively, to one of its managing members, which is a subsidiary of Lazard Ltd, in non-cash transactions, in connection with the settlement of profits interest participation rights during the six month periods ended June 30, 2023 and 2022, respectively (see Note 12). There was no impact on total members’ equity resulting from such distributions.
Pursuant to Lazard Group’s Operating Agreement, Lazard Group allocates and distributes to its members a substantial portion of its distributable profits in installments as soon as practicable after the end of each fiscal year. Such installment distributions usually begin in February.

Share Repurchase ProgramDuringSince 2021 and through the ninesix month period ended SeptemberJune 30, 2017 and since 2014,2023, the Board of Directors of Lazard authorized the repurchase of Lazard Ltd Class A common stock as set forth in the table below:

Date

 

Repurchase

Authorization

 

 

Expiration

April 2014

 

$

200,000

 

 

December 31, 2015

February 2015

 

$

150,000

 

 

December 31, 2016

January 2016

 

$

200,000

 

 

December 31, 2017

April 2016

 

$

113,182

 

 

December 31, 2017

November 2016

 

$

236,000

 

 

December 31, 2018

DateRepurchase
Authorization
Expiration
April 2021$300,000 December 31, 2022
February 2022$300,000 December 31, 2024
July 2022$500,000 December 31, 2024

26

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
The Company expects that the share repurchase program will primarilycontinue to be used to offset a portion of the shares that have been or will be issued under the Lazard Ltd 20082018 Incentive Compensation Plan, as amended (the “2008“2018 Plan”). Pursuant to the share repurchase program, purchases have been made in the open market or through privately negotiated transactions. The rate at which the Company purchases shares in connection with the share repurchase program may vary from quarterperiod to quarterperiod due to a variety of factors. Purchases with respect to such program are set forth in the table below:

Nine Months Ended September 30:

 

Number of

Shares

Purchased

 

 

Average

Price Per

Share

 

2016

 

 

6,656,250

 

 

$

34.38

 

2017

 

 

5,838,520

 

 

$

43.25

 

Six Months Ended June 30:Number of
Shares
Purchased
Average
Price Per
Share
202210,598,882$35.40 
20232,697,627$36.73 

22


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

During the ninesix month periods ended SeptemberJune 30, 20172023 and 2016,2022, certain of our executive officers received Lazard Ltd Class A common stock in connection with the vesting or settlement of previously-granted deferred equity incentive awards. The vesting or settlement of such equity awards gave rise to a tax payable by the executive officers, and, consistent with our past practice, the Company purchased shares of Lazard Ltd Class A common stock from thecertain of our executive officers equal in value to all or a portion of the estimated amount of such tax. In addition, during the ninesix month periods ended SeptemberJune 30, 20172023 and 2016,2022, the Company purchased shares of Lazard Ltd Class A common stock from ancertain of our executive officer.officers. The aggregate value of all such purchases during the ninesix month periods ended SeptemberJune 30, 20172023 and 20162022 was approximately $14,700$11,100 and $4,900,$13,400, respectively.

Such shares of common stock are reported at cost.

As of SeptemberJune 30, 2017,2023, a total of $102,587$203,049 of share repurchase authorization remained available under Lazard Ltd’s share repurchase program, which will expire on December 31, 2018.

In addition, on October 25, 2017, the Board of Directors of Lazard authorized the repurchase of up to $200,000 of additional shares of Lazard Ltd’s Class A common stock, which authorization will expire on December 31, 2019.

2024.

During the ninesix month period ended SeptemberJune 30, 2017,2023, 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.

Accumulated Other Comprehensive Income (Loss) (“AOCI”), Net of Tax (“AOCI”)—The tables below reflect the balances of each component of AOCI at SeptemberJune 30, 20172023 and 20162022 and activity during the three month and ninesix month periods then ended:

 

 

Three Months Ended September 30, 2017

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Group

AOCI

 

Balance, July 1, 2017

 

$

(70,684

)

 

$

(168,133

)

 

$

(238,817

)

 

$

(1

)

 

$

(238,816

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

17,818

 

 

 

(4,715

)

 

 

13,103

 

 

 

-

 

 

 

13,103

 

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

1,081

 

 

 

1,081

 

 

 

-

 

 

 

1,081

 

Net other comprehensive income (loss)

 

 

17,818

 

 

 

(3,634

)

 

 

14,184

 

 

 

-

 

 

 

14,184

 

Balance, September 30, 2017

 

$

(52,866

)

 

$

(171,767

)

 

$

(224,633

)

 

$

(1

)

 

$

(224,632

)

Three Months Ended June 30, 2023
Currency
Translation
Adjustments
Employee
Benefit
Plans
Total
AOCI
Amount
Attributable to
Noncontrolling
Interests
Total
Lazard Group
AOCI
Balance, April 1, 2023$(125,533)$(142,124)$(267,657)$$(267,659)
Activity:
Other comprehensive income (loss) before reclassifications2,083 (2,585)(502)(503)
Adjustments for items reclassified to earnings, net of tax1,176 1,176 1,176 
Net other comprehensive income (loss)2,083 (1,409)674 673 
Balance, June 30, 2023$(123,450)$(143,533)$(266,983)$$(266,986)

 

 

Nine Months Ended September 30, 2017

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Group

AOCI

 

Balance, January 1, 2017

 

$

(109,306

)

 

$

(161,471

)

 

$

(270,777

)

 

$

(2

)

 

$

(270,775

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

56,440

 

 

 

(13,819

)

 

 

42,621

 

 

 

1

 

 

 

42,620

 

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

3,523

 

 

 

3,523

 

 

 

 

 

 

 

3,523

 

Net other comprehensive income (loss)

 

 

56,440

 

 

 

(10,296

)

 

 

46,144

 

 

 

1

 

 

 

46,143

 

Balance, September 30, 2017

 

$

(52,866

)

 

$

(171,767

)

 

$

(224,633

)

 

$

(1

)

 

$

(224,632

)

27

23


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

 

Three Months Ended September 30, 2016

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Group

AOCI

 

Balance, July 1, 2016

 

$

(60,965

)

 

$

(135,382

)

 

$

(196,347

)

 

$

(1

)

 

$

(196,346

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before

   reclassifications

 

 

(1,828

)

 

 

(33

)

 

 

(1,861

)

 

 

(1

)

 

 

(1,860

)

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

1,134

 

 

 

1,134

 

 

 

-

 

 

 

1,134

 

Net other comprehensive income (loss)

 

 

(1,828

)

 

 

1,101

 

 

 

(727

)

 

 

(1

)

 

 

(726

)

Balance, September 30, 2016

 

$

(62,793

)

 

$

(134,281

)

 

$

(197,074

)

 

$

(2

)

 

$

(197,072

)

Six Months Ended June 30, 2023
Currency
Translation
Adjustments
Employee
Benefit
Plans
Total
AOCI
Amount
Attributable to
Noncontrolling
Interests
Total
Lazard Group
AOCI
Balance, January 1, 2023$(140,102)$(140,483)$(280,585)$$(280,587)
Activity:
Other comprehensive income (loss) before reclassifications16,652 (5,386)11,266 11,265 
Adjustments for items reclassified to earnings, net of tax2,336 2,336 2,336 
Net other comprehensive income (loss)16,652 (3,050)13,602 13,601 
Balance, June 30, 2023$(123,450)$(143,533)$(266,983)$$(266,986)

 

 

Nine Months Ended September 30, 2016

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Group

AOCI

 

Balance, January 1, 2016

 

$

(52,687

)

 

$

(137,073

)

 

$

(189,760

)

 

$

(2

)

 

$

(189,758

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before

   reclassifications

 

 

(10,106

)

 

 

(649

)

 

 

(10,755

)

 

 

-

 

 

 

(10,755

)

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

3,441

 

 

 

3,441

 

 

 

-

 

 

 

3,441

 

Net other comprehensive income (loss)

 

 

(10,106

)

 

 

2,792

 

 

 

(7,314

)

 

 

-

 

 

 

(7,314

)

Balance, September 30, 2016

 

$

(62,793

)

 

$

(134,281

)

 

$

(197,074

)

 

$

(2

)

 

$

(197,072

)

Three Months Ended June 30, 2022
Currency
Translation
Adjustments
Employee
Benefit
Plans
Total
AOCI
Amount
Attributable to
Noncontrolling
Interests
Total
Lazard Group
AOCI
Balance, April 1, 2022$(94,542)$(128,392)$(222,934)$$(222,934)
Activity:
Other comprehensive income (loss) before reclassifications(61,510)8,287 (53,223)(53,223)
Adjustments for items reclassified to earnings, net of tax205 805 1,010 1,010 
Net other comprehensive income (loss)(61,305)9,092 (52,213)(52,213)
Balance, June 30, 2022$(155,847)$(119,300)$(275,147)$$(275,147)

Six Months Ended June 30, 2022
Currency
Translation
Adjustments
Employee
Benefit
Plans
Total
AOCI
Amount
Attributable to
Noncontrolling
Interests
Total
Lazard Group
AOCI
Balance, January 1, 2022$(76,355)$(132,680)$(209,035)$$(209,037)
Activity:
Other comprehensive income (loss) before reclassifications(79,619)11,726 (67,893)(2)(67,891)
Adjustments for items reclassified to earnings, net of tax127 1,654 1,781 1,781 
Net other comprehensive income (loss)(79,492)13,380 (66,112)(2)(66,110)
Balance, June 30, 2022$(155,847)$(119,300)$(275,147)$$(275,147)
28

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
The table below reflects adjustments for items reclassified out of AOCI, by component, for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 2016:

2022:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Amortization relating to employee benefit plans (a)

 

$

1,285

 

 

$

1,509

 

 

$

4,199

 

 

$

4,612

 

Currency translation losses (a)Currency translation losses (a)$$205 $$127 
Employee benefit plans:Employee benefit plans:
Amortization relating to employee benefit plans (b)Amortization relating to employee benefit plans (b)1,561 1,053 3,097 2,169 

Less - related income taxes

 

 

204

 

 

 

375

 

 

 

676

 

 

 

1,171

 

Less - related income taxes385 248 761 515 
1,176 805 2,336 1,654 

Total reclassifications, net of tax

 

$

1,081

 

 

$

1,134

 

 

$

3,523

 

 

$

3,441

 

Total reclassifications, net of tax$1,176 $1,010 $2,336 $1,781 
__________________________

(a)

Included in the computation of net periodic benefit cost (see Note 13). Such amounts are included in “compensation and benefits” expense on the condensed consolidated statements of operations.


(a)Represents currency translation losses reclassified from AOCI associated with restructuring and closing of certain of our offices. Such amounts are included in “revenue—other” on the condensed consolidated statements of operations.
(b)Included in the computation of net periodic benefit cost (see Note 13). Such amounts are included in “operating expenses—other” on the condensed 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.

24


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

own, (ii) LGAC interests (see Note 1) and (iii) consolidated VIE interests held by employees (see Note 19).

The tables below summarize net income (loss) attributable to noncontrolling interests for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 20162022 and noncontrolling interests as of SeptemberJune 30, 20172023 and December 31, 20162022 in the Company’s condensed consolidated financial statements:

 

Net Income

Attributable to Noncontrolling

Interests

 

 

Three Months Ended

 

 

Nine Months Ended

 

Net Income (Loss)
Attributable to Noncontrolling
Interests

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Edgewater

 

$

2,260

 

 

$

81

 

 

$

5,657

 

 

$

4,988

 

Edgewater$1,033 $3,518 $1,672 $10,506 
LFI Consolidated FundsLFI Consolidated Funds2,604 (10,405)6,969 (13,156)
LGACLGAC3,058 1,968 5,918 

Other

 

 

1

 

 

 

2

 

 

 

3

 

 

 

1

 

Other(1)(1)

Total

 

$

2,261

 

 

$

83

 

 

$

5,660

 

 

$

4,989

 

Total$3,636 $(3,830)$10,609 $3,269 

 

Noncontrolling Interests as of

 

 

September 30,

 

 

December 31,

 

Noncontrolling Interests as of

 

2017

 

 

2016

 

June 30,
2023
December 31,
2022

Edgewater

 

$

60,050

 

 

$

57,238

 

Edgewater$42,424 $44,681 
LFI Consolidated FundsLFI Consolidated Funds74,164 
LGACLGAC(10,714)

Other

 

 

12

 

 

 

8

 

Other13 13 

Total

 

$

60,062

 

 

$

57,246

 

Total$42,437 $108,144 

RedeemableNoncontrolling 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 June 30, 2023 (see Note 19). Consolidated VIE interests held by employees (vested LFI awards), which may be redeemed at any time at the
29

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
option of the holder for cash, are recorded on the Company’s condensed consolidated statements of financial position at redemption value and classified as temporary equity. Changes in redemption value are recognized immediately as they occur and will adjust the carrying value of redeemable noncontrolling interests to equal the redemption value at the end of each reporting period.
12.INCENTIVE PLANS

Share-Based Incentive Plan Awards

A description of Lazard Ltd’s 2018 Plan, 2008 Incentive Compensation Plan (the “2008 Plan”) and 2005 Equity Incentive Plan (the “2005 Plan”) and activity with respect thereto during the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 20162022 is presented below.

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

The 2018 Plan became effective on April 24, 2018 and was amended on April 29, 2021 to increase the aggregate number of shares authorized for issuance under the 2018 Plan by 20,000,000 shares. The 2018 Plan replaced the 2008 Plan, authorizes thewhich was terminated on April 24, 2018. The 2018 Plan originally authorized issuance of up to 30,000,000 shares of Class A common stock, plus any shares of common stock that were subject to outstanding awards under the 2008 Plan as of March 14, 2018 that are forfeited, canceled or settled in cash following April 24, 2018, which was the date that the 2018 Plan was approved by our shareholders. Such shares may be issued pursuant to the grant or exercise of stock options, stock appreciation rights, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), restricted stock awards (“RSAs”), profits interest participation rights, including performance-based restricted participation units (“PRPUs”), and other share-based awards.
The 2008 Plan authorized the issuance of shares of common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs, PRSUs and other share-based awards. Under the 2008 Plan, the maximum number of shares available iswas based on a formula that limitslimited the aggregate number of shares that may,could, at any time, be subject to awards that arewere considered “outstanding” under the 2008 Plan to 30% of the then-outstanding shares of Class A common stock.

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

The 2005 Plan authorized the issuance of up to 25,000,000 shares of Class A common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs and other share-based awards. Each RSU or similar award granted under the 2005 Plan represents a contingent right to receive one share of Class A common stock, at no cost to the recipient. The fair value of such awards is generally determined based on the closing market price of Class A common stock at the date of grant. The 2005 Plan expired in the second quarter of 2015, although unvestedoutstanding DSU awards granted under the 2005 Plan remain outstanding andbefore its expiration continue to be subject to its terms.

25


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

The following reflects the amortization expense recorded with respect to share-based incentive plans within “compensation and benefits” expense (with respect to RSUs, PRSUs, RSAs and restricted stock awards)profits interest participation rights, including PRPUs) and “professional services” expense (with respect to deferred stock units (“DSUs”))DSUs) within the Company’s accompanying condensed consolidated statements of operations for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 2016:

2022:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Share-based incentive awards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based incentive awards:

RSUs

 

$

39,898

 

 

$

39,447

 

 

$

150,193

 

 

$

134,419

 

RSUs$52,111 $34,292 $95,687 $60,951 

PRSUs

 

 

9,896

 

 

 

11,252

 

 

 

38,095

 

 

 

38,276

 

PRSUs562 644 1,351 889 

Restricted Stock

 

 

7,697

 

 

 

7,015

 

 

 

30,507

 

 

 

38,833

 

RSAsRSAs8,449 7,841 15,375 12,777 
Profits interest participation rightsProfits interest participation rights18,200 28,244 37,262 49,692 

DSUs

 

 

78

 

 

 

53

 

 

 

926

 

 

 

808

 

DSUs707 863 797 938 

Total

 

$

57,569

 

 

$

57,767

 

 

$

219,721

 

 

$

212,336

 

Total$80,029 $71,884 $150,472 $125,247 

30

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
The ultimate amount of compensation and benefits expense relating to share-based awards is dependent upon the actual number of shares of Class A common stock that vest. The Company periodically assesses the forfeiture rates used for such estimates, including as a result of any applicable performance conditions. A change in estimated forfeiture rates or performance results in a cumulative adjustment to previously recorded 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 and DSUs

RSUs generally require future service as a condition for the delivery of the underlying shares of Class A common stock (unless the recipient is then eligible for retirement under the Company’s retirement policy) and convert into shares of Class A common stock on a one-for-one basis after the stipulated vesting periods. PRSUs, which are RSUs that are also subject to service-based vesting conditions, have additional performance conditions, and are described below. The grant date fair value of the RSUs, net of an estimated forfeiture rate, is amortized over the vesting periods or 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 periodsperiod, each RSU is attributed additional RSUs (or fractions thereof) equivalent to any dividends paid on Class A common stock during such period. During the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016,2023, dividend participation rights required the issuance of 866,914 and 969,054 RSUs, respectively.

352,254 RSUs.

Non-executive members of the Board of Directors of Lazard Group, who are the same Non-Executive Directors of Lazard Ltd (“Non-Executive Directors”), receive approximately 55% of their annual compensation for service on the Board of Directors and its committees in the form of DSUs, which resulted in 31,280 and 38,77143,999 DSUs being granted during the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016, respectively.2023. Their remaining compensation is payable in cash, which they may elect to receive in the form of additional DSUs under the Directors’ Fee Deferral Unit Plan described below. DSUs are convertible into shares of Class A common stock at the time of cessation of service to the Board of Directors. DSUs include a cash dividend participation right equivalent to dividends paid on Class A common stock.

The Company’s

Lazard Ltd’s Directors’ Fee Deferral Unit Plan permits the Non-Executive Directors to elect to receive additional DSUs in lieu of some or all of their cash fees. The number of DSUs granted to a Non-Executive Director pursuant to this election will equal the value of cash fees that the applicable Non-Executive Director has elected to forego pursuant to such election, divided by the market value of a share of Class A common stock on the date immediately preceding the date of the grant. During the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016, 10,541 and 7,4072023, 9,998 DSUs respectively, had been granted pursuant to such Plan.

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

26


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

The following is a summary of activity relating to RSUs and DSUs during the ninesix month period ended June 30, 2023:
RSUsDSUs
UnitsWeighted
Average
Grant Date
Fair Value
UnitsWeighted
Average
Grant Date
Fair Value
Balance, January 1, 20239,022,917$37.97 400,820$37.66 
Granted (including 352,254 RSUs relating to dividend participation)4,996,312$36.75 53,997$29.50 
Forfeited(35,473)$37.06 -$
Settled(2,833,196)$42.48 (74,363)$35.85 
Balance, June 30, 202311,150,560$36.28 380,454$36.85 
31

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
The weighted-average grant date fair value of RSUs granted in the six month periods ended SeptemberJune 30, 20172023 and 2016:

2022 was $36.75 and $33.49, respectively. The weighted-average grant date fair value of DSUs granted in the six month periods ended June 30, 2023 and 2022 was $29.50 and $35.19, respectively.

 

 

RSUs

 

 

DSUs

 

 

 

Units

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Units

 

 

Weighted

Average

Grant Date

Fair Value

 

Balance, January 1, 2017

 

 

11,698,138

 

 

$

40.65

 

 

 

276,725

 

 

$

36.05

 

Granted (including 866,914 RSUs relating to dividend

   participation)

 

 

5,294,156

 

 

$

43.01

 

 

 

41,821

 

 

$

44.30

 

Forfeited

 

 

(162,320

)

 

$

39.97

 

 

 

-

 

 

 

-

 

Vested

 

 

(3,977,477

)

 

$

45.27

 

 

 

(43,465

)

 

$

35.77

 

Balance, September 30, 2017

 

 

12,852,497

 

 

$

40.20

 

 

 

275,081

 

 

$

37.35

 

Balance, January 1, 2016

 

 

9,599,658

 

 

$

44.06

 

 

 

312,670

 

 

$

35.98

 

Granted (including 969,054 RSUs relating to dividend

   participation)

 

 

6,649,625

 

 

$

34.64

 

 

 

46,178

 

 

$

34.98

 

Forfeited

 

 

(181,337

)

 

$

39.79

 

 

 

-

 

 

 

-

 

Vested

 

 

(4,527,559

)

 

$

39.16

 

 

 

(84,759

)

 

$

35.30

 

Balance, September 30, 2016

 

 

11,540,387

 

 

$

40.62

 

 

 

274,089

 

 

$

36.02

 

In connection with RSUs that vestedsettled during the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016,2023, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,282,843 and 1,416,6431,121,423 shares of Class A common stock during such respective ninesix month periods.period. Accordingly, 2,694,634 and 3,110,9161,711,773 shares of Class A common stock held by the Company were delivered during the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016, respectively.

2023.

As of SeptemberJune 30, 2017,2023, estimated unrecognized RSU compensation expense was approximately $178,321,$189,180, with such expense expected to be recognized over a weighted average period of approximately 0.91.0 years subsequent to SeptemberJune 30, 2017.

Restricted Stock

2023.

RSAs
The following is a summary of activity related to shares of restricted Class A common stockRSAs associated with compensation arrangements during the ninesix month period ended June 30, 2023:
RSAsWeighted
Average
Grant Date
Fair Value
Balance, January 1, 20231,266,424$36.99 
Granted (including 50,754 relating to dividend participation)625,833$37.69 
Forfeited(10,173)$38.68 
Settled(473,359)$39.87 
Balance, June 30, 20231,408,725$36.32 
The weighted-average grant date fair value of RSAs granted in the six month periods ended SeptemberJune 30, 20172023 and 2016:

2022 was $37.69 and $33.21, respectively.

 

 

Restricted

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

Balance, January 1, 2017

 

 

1,655,073

 

 

$

40.95

 

Granted

 

 

841,355

 

 

$

42.58

 

Forfeited

 

 

(65,086

)

 

$

40.80

 

Vested

 

 

(483,811

)

 

$

45.42

 

Balance, September 30, 2017

 

 

1,947,531

 

 

$

40.54

 

Balance, January 1, 2016

 

 

713,738

 

 

$

47.12

 

Granted

 

 

1,795,258

 

 

$

36.74

 

Forfeited

 

 

(33,943

)

 

$

40.49

 

Vested

 

 

(802,276

)

 

$

37.09

 

Balance, September 30, 2016

 

 

1,672,777

 

 

$

40.92

 

In connection with shares of restricted Class A common stockRSAs that vestedsettled during the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016,2023, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 147,775 and 132,984202,120 shares of Class A common stock during such respective ninesix month periods.period. Accordingly, 336,036 and 669,292271,239 shares of Class A common stock held by the Company were delivered during the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016, respectively.

27


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars2023.

RSAs granted in thousands, unless otherwise noted)

The restricted stock awards2023 generally include a cash dividend participation right that provides that during the applicable vesting period each RSA is attributed additional RSAs equivalent to any dividends paid on Class A common stock during such period. During the six month period which will vest concurrently withended June 30, 2023, dividend participation rights required the underlying restricted stock award. issuance of 50,754 RSAs.

At SeptemberJune 30, 2017,2023, estimated unrecognized restricted stockRSAs expense was approximately $35,369,$25,871, with such expense to be recognized over a weighted average period of approximately 0.80.9 years subsequent to SeptemberJune 30, 2017.

2023.

PRSUs

PRSUs are RSUs that are subject to both performance-based and service-based vesting conditions.conditions, and beginning with awards granted in February 2021, a market-based condition. The number of shares of Class A common stock that a recipient will receive upon vesting of a PRSU will be calculated by reference to certain performanceperformance-based and market-based metrics that relate to Lazard Ltd’s performance over a three-year period. The target number of shares of Class A common stock subject to each PRSU is one; however, based on the achievement of both the performanceperformance-based and market-based criteria, the number of shares of Class A common stock that may be received in connection with each PRSU generally canwill range from zero to two2.4 times the target number. PRSUs will vest on a single date approximately three years following the date of the grant, provided the applicable service and performance conditions are satisfied. In addition, the performance metrics applicable to each PRSU will be evaluated on an annual basis at the end of each fiscal year during the performance period and, if Lazard Ltd has achieved a threshold level of performance with respect to the fiscal year, 25% of the target number of shares of Class A common stock subject to each PRSU will no longer be at risk of forfeiture based on the achievement of performance criteria. PRSUs include dividend participation rights that provide that during vesting periods, the target number of PRSUs (or, following the relevant performance period, the actual number of shares of Class A common stock that are no longer subject to the same vesting restrictions
32

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
(including performance conditions) receive dividend equivalentscriteria) as the underlying PRSUs to which they relate and are settled in cash at the same rate that dividends are paid on Class A common stock during such periods. These dividend equivalents are credited as RSUs that are not subject to the performance-based vesting criteria but are otherwise subject to the same restrictions as the underlying PRSUs to which they relate.

stock.

The following is a summary of activity relating to PRSUs during the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016:

2023:

 

 

PRSUs

 

 

Weighted

Average

Grant Date

Fair Value

 

Balance, January 1, 2017

 

 

1,590,756

 

 

$

40.76

 

Granted (a)

 

 

458,113

 

 

$

43.76

 

Vested

 

 

(825,565

)

 

$

42.27

 

Balance, September 30, 2017

 

 

1,223,304

 

 

$

40.86

 

Balance, January 1, 2016

 

 

1,019,038

 

 

$

44.49

 

Granted (a)

 

 

627,956

 

 

$

32.91

 

Vested

 

 

(417,021

)

 

$

38.43

 

Balance, September 30, 2016

 

 

1,229,973

 

 

$

40.63

 

PRSUsWeighted
Average
Grant Date
Fair Value
Balance, January 1, 202394,690$39.27 
Balance, June 30, 202394,690$39.27 

(a)

Represents PRSU awards granted during the relevant year at the target payout level.

In connection with certainThe weighted-average grant date fair value of PRSUs that vested or were settled duringgranted in the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 127,530 and 64,169 shares of Class A common stock during such respective nine month periods. Accordingly, 698,035 and 352,852 shares of Class A common stock held by the Company were delivered during the nine month periods ended September 30, 2017 and 2016, respectively.

2022 was $35.44.

Compensation expense recognized for PRSU awards is determined by multiplying the number of shares of Class A common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value. As of SeptemberJune 30, 2017,2023, the total estimated unrecognized compensation expense was approximately $11,846,$2,322, and the Company expects to amortize such expense over a weighted-average period of approximately 0.80.6 years subsequent to SeptemberJune 30, 2017.

2023.

Profits Interest Participation Rights
Profits interest participation rights are equity incentive awards that, subject to certain conditions, may be exchanged for shares of common stock pursuant to the 2018 Plan. Prior to 2023, the Company granted profits interest participation rights subject to service-based and performance-based vesting criteria and other conditions, and beginning in February 2021, incremental market-based vesting criteria, which we refer to as performance-based restricted participation units (“PRPUs”), to certain of our executive officers. The Company has also granted profits interest participation rights subject to service-based vesting criteria and other conditions, but not the performance-based and incremental market-based vesting criteria associated with PRPUs, to a limited number of other senior employees, including in March 2023 to certain of our executive officers. Profits interest participation rights generally provide for vesting approximately three years following the grant date, so long as applicable conditions have been satisfied.
Profits interest participation rights are a class of membership interests in the Company that are intended to qualify as “profits interests” for U.S. federal income tax purposes, and are recorded within members’ equity in the Company’s condensed consolidated statements of financial condition. The profits interest participation rights generally allow the recipient to realize value only to the extent that both (i) the service-based vesting conditions and, if applicable, the performance-based and incremental market-based conditions, are satisfied, and (ii) an amount of economic appreciation in the assets of the Company occurs as necessary to satisfy certain partnership tax rules (referred to as the “Minimum Value Condition”) before the fifth anniversary of the grant date, otherwise the profits interest participation rights will be forfeited. Upon satisfaction of such conditions, profits interest participation rights that are in parity with the value of common stock will be exchanged on a one-for-one basis for shares of common stock. If forfeited based solely on failing to meet the Minimum Value Condition, the associated compensation expense would not be reversed. With regard to the profits interest participation rights granted in February 2020, the Minimum Value Condition was met during the year ended December 31, 2021. On March 8, 2023, the profits interest participation rights granted in February 2020, for which the Minimum Value Condition and other vesting conditions were satisfied, were exchanged on a one-for-one basis for shares of common stock.
Like outstanding RSUs and similar awards, profits interest participation rights are subject to continued employment and other conditions and restrictions and are forfeited if those conditions and restrictions are not fulfilled. More specifically, vesting of profits interest participation rights are subject to compliance with restrictive covenants including non-compete, non-solicitation of clients, no hire of employees and confidentiality, which are similar to those applicable to PRSUs and RSUs. In addition, profits interest participation rights must satisfy the Minimum Value Condition.
33

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
The number of shares of common stock that a recipient will receive upon the exchange of a PRPU award is calculated by reference to applicable performance-based conditions and, beginning with PRPUs granted in 2021, incremental market-based conditions and only result in value to the recipient to the extent the conditions are satisfied. The target number of shares of common stock subject to each PRPU is one. Based on the achievement of performance criteria, as determined by the Compensation Committee, the number of shares of common stock that may be received in connection with the PRPU awards granted prior to February 2021 will range from zero to two times the target number. For the PRPU awards granted beginning in February 2021, subject to both performance-based and incremental market-based criteria, the number of shares that may be received will range from zero to 2.4 times the target number. Unless applicable conditions are satisfied during the three year performance period, and the Minimum Value Condition is satisfied within five years following the grant date, all PRPUs will be forfeited, and the recipients will not be entitled to any such awards.
The performance metrics applicable to the PRPU awards granted prior to February 2021 were also evaluated on an annual basis at the end of each fiscal year during the performance period, and, if Lazard Ltd achieved a threshold level of performance with respect to the fiscal year, 25% of the target number of PRPUs were no longer at risk of forfeiture based on the achievement of performance criteria. Profits interest participation rights are allocated income, subject to vesting and settled in cash, in respect of dividends paid on common stock.
The following is a summary of activity relating to profits interest participation rights, including PRPUs, during the six month period ended June 30, 2023:
Profits Interest Participation RightsWeighted
Average
Grant Date
Fair Value
Balance, January 1, 20234,131,628$40.15 
Granted1,238,074$35.94 
Forfeited(16,695)$43.23 
Settled(1,521,620)$42.17 
Balance, June 30, 2023 (a)3,831,387$37.98 
__________________________

(a)Table includes 1,474,002 PRPUs as of June 30, 2023. This includes 2,447,224 PRPUs as of January 1, 2023, net of 973,222 PRPUs settled during the six month period ended June 30, 2023. The balance as of June 30, 2023 reflects the target number of PRPUs granted in February 2021 and March 2022. There were no PRPUs granted during the six month period ended June 30, 2023. The weighted average grant date fair values for PRPUs and other profits interest participation rights outstanding as of January 1, 2023 were $40.29 and $39.96, respectively. The weighted average grant date fair values for other profits interest participation rights granted during the six month period ended June 30, 2023 was $35.94. The weighted average grant date fair values for other profits interest participation rights forfeited during the six month period ended June 30, 2023 was $43.23. The weighted average grant date fair values for PRPUs and other profits interest participation rights settled during the six month period ended June 30, 2023 were $41.76 and $42.89, respectively. The weighted average grant date fair values for PRPUs and other profits interest participation rights outstanding as of June 30, 2023 were $39.31 and $37.14, respectively.
The weighted average grant date fair value of profits interest participation rights granted in the six month periods ended June 30, 2023 and 2022 was $35.94 and $34.53, respectively. Compensation expense recognized for profits interest participation rights, including PRPUs, is determined by multiplying the number of shares of common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value. As of June 30, 2023, the total estimated unrecognized compensation expense was $34,515 and the Company expects to amortize such expense over a weighted-average period of approximately 0.9 years subsequent to June 30, 2023.
LFI and Other Similar Deferred Compensation Arrangements

Commencing in February 2011, the Company granted LFI to eligible employees.

In connection with LFI and other similar deferred compensation arrangements, granted to eligible employees, which generally require future service as a condition for vesting, the Company recorded a prepaid compensation asset and a corresponding compensation liability on the grant date based upon the fair value of the award. The prepaid asset is
34

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
amortized on a straight-line basis over the applicable vesting periods or requisite service periods (which are generally similar to the comparable periods for RSUs), and is charged to “compensation and benefits” expense within the Company’s condensed

28


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

consolidated statement of operations. LFI and similar deferred compensation arrangements that do not require future service are expensed immediately. The related compensation liability is accounted for at fair value as a derivative liability, which contemplates the impact of estimated forfeitures, and is adjusted for changes in fair value primarily related to changes in value of the underlying investments.

The following is a summary of activity relating to LFI and other similar deferred compensation arrangements during the ninesix month periodsperiod ended SeptemberJune 30, 2017 and 2016:

2023:

 

Prepaid

Compensation

Asset

 

 

Compensation

Liability

 

Balance, January 1, 2017

 

$

49,650

 

 

$

170,388

 

Prepaid
Compensation
Asset
Compensation
Liability
Balance, January 1, 2023Balance, January 1, 2023$112,124 $326,282 

Granted

 

 

77,580

 

 

 

77,580

 

Granted159,981 159,981 

Settled

 

 

-

 

 

 

(95,718

)

Settled(144,964)

Forfeited

 

 

(866

)

 

 

(1,647

)

Forfeited2,752 (2,622)

Amortization

 

 

(52,702

)

 

 

-

 

Amortization(89,660)

Change in fair value related to:

 

 

 

 

 

 

 

 

Change in fair value related to:

Increase in fair value of underlying investments

 

 

-

 

 

 

17,981

 

Change in fair value of underlying investmentsChange in fair value of underlying investments26,128 

Adjustment for estimated forfeitures

 

 

-

 

 

 

5,333

 

Adjustment for estimated forfeitures7,800 

Other

 

 

1,515

 

 

 

1,833

 

Other137 305 

Balance, September 30, 2017

 

$

75,177

 

 

$

175,750

 

Balance, June 30, 2023Balance, June 30, 2023$185,334 $372,910 

 

 

Prepaid

Compensation

Asset

 

 

Compensation

Liability

 

Balance, January 1, 2016

 

$

75,703

 

 

$

193,574

 

Granted

 

 

51,871

 

 

 

51,871

 

Settled

 

 

-

 

 

 

(75,583

)

Forfeited

 

 

(1,967

)

 

 

(3,435

)

Amortization

 

 

(56,784

)

 

 

-

 

Change in fair value related to:

 

 

 

 

 

 

 

 

Increase in fair value of underlying investments

 

 

-

 

 

 

4,707

 

Adjustment for estimated forfeitures

 

-

 

 

 

3,551

 

Other

 

 

(1,232

)

 

 

585

 

Balance, September 30, 2016

 

$

67,591

 

 

$

175,270

 

The amortization of the prepaid compensation asset will generally be recognized over a weighted average period of approximately 0.91.0 years subsequent to SeptemberJune 30, 2017.

2023.

The following is a summary of the impact of LFI and other similar deferred compensation arrangements on “compensation and benefits” expense within the accompanying condensed consolidated statements of operations for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 2016:

2022:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Amortization, net of forfeitures

 

$

15,961

 

 

$

18,116

 

 

$

57,254

 

 

$

58,867

 

Amortization, net of forfeitures$57,558 $47,629 $92,086 $83,254 

Change in the fair value of underlying investments

 

 

4,875

 

 

 

6,909

 

 

 

17,981

 

 

 

4,707

 

Change in the fair value of underlying investments9,675 (35,098)26,128 (49,421)

Total

 

$

20,836

 

 

$

25,025

 

 

$

75,235

 

 

$

63,574

 

Total$67,233 $12,531 $118,214 $33,833 

29


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

13.

EMPLOYEE BENEFIT PLANS

13.    EMPLOYEE BENEFIT PLANS
The Company provides retirement and other post-retirement benefits to certain of its employees through defined benefit pension plans (the “pension plans”) and, until December 2016, in the U.S., a partially funded contributory medical post-retirement plan covering certain qualifying U.S. employees (the “medical plan” and together with the pension plans, the “post-retirement plans”). The Company also offers defined contribution plans to its employees. The post-retirementpension 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 condensed consolidated statements of operations.

Employer Contributions to Pension Plans—The Company’s funding policy for its U.S. and non-U.S. pension plans is to fund when required or when applicable upon an agreement with the plans’ trustees (the “Trustees”).trustees. Management also evaluates from time to time whether to make voluntary contributions to the plans.

35

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
The following table summarizes the components of net periodic benefit cost (credit) related to the Company’s post-retirementpension plans for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 2016:

2022:
Pension Plans
Three Months Ended June 30,
20232022
Components of Net Periodic Benefit Cost (Credit):
Service cost$84 $59 
Interest cost5,272 2,817 
Expected return on plan assets(6,032)(6,195)
Amortization of:
Prior service cost27 26 
Net actuarial loss1,534 1,027 
Settlement loss783 407 
Net periodic benefit cost (credit)$1,668 $(1,859)
Pension Plans
Six Months Ended June 30,
20232022
Components of Net Periodic Benefit Cost (Credit):
Service cost$182 $270 
Interest cost10,424 5,817 
Expected return on plan assets(11,848)(12,819)
Amortization of:
Prior service cost53 55 
Net actuarial loss (gain)3,044 2,114 
Settlement loss1,542 843 
Net periodic benefit cost (credit)$3,397 $(3,720)
14.    COST-SAVING INITIATIVES
The Company is conducting firm-wide cost-saving initiatives including closing certain offices over the course of 2023.
Expenses associated with the cost-saving initiatives for the three month and six month periods ended June 30, 2023 consisted of the following:

36

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
Three Months Ended June 30, 2023
Financial AdvisoryAsset ManagementCorporateTotal
Severance and other employee
   termination costs (included
   in "compensation and benefits"
   expense)
$78,006 $29,533 $25,809 $133,348 
Technology asset impairments
   (included in "technology and
   information services")
88 7,297 7,385 
Other522 280 1,910 2,712 
Total$78,616 $37,110 $27,719 $143,445 

Six Months Ended June 30, 2023
Financial AdvisoryAsset ManagementCorporateTotal
Severance and other employee
   termination costs (included
   in "compensation and benefits"
   expense)
$86,783 $40,768 $26,537 $154,088 
Technology asset impairments
   (included in "technology and
   information services")
88 7,297 7,385 
Other522 280 1,910 2,712 
Total$87,393 $48,345 $28,447 $164,185 

Activity related to the obligations pursuant to the cost-saving initiatives during the six month period ended June 30, 2023 was as follows:
Accrued Compensation and BenefitsOtherTotal
Balance, January 1, 2023$$$
Total expenses154,088 10,097 164,185 
Less:
Noncash expenses (a)27,463 7,490 34,953 
Payments45,652 1,535 47,187 
Balance, June 30, 2023$80,973 $1,072 $82,045 

 

 

Pension Plans

 

 

Medical Plan

 

 

 

Three Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Components of Net Periodic Benefit Cost (Credit):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

373

 

 

$

313

 

 

$

-

 

 

$

3

 

Interest cost

 

 

4,191

 

 

 

4,833

 

 

 

-

 

 

 

42

 

Expected return on plan assets

 

 

(6,295

)

 

 

(6,648

)

 

 

-

 

 

 

-

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost

 

 

-

 

 

 

599

 

 

 

-

 

 

 

-

 

Net actuarial loss (gain)

 

 

1,285

 

 

 

957

 

 

 

-

 

 

 

(47

)

Net periodic benefit cost (credit)

 

$

(446

)

 

$

54

 

 

$

-

 

 

$

(2

)


 

 

Pension Plans

 

 

Medical Plan

 

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Components of Net Periodic Benefit Cost (Credit):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

1,048

 

 

$

934

 

 

$

-

 

 

$

9

 

Interest cost

 

 

12,258

 

 

 

15,292

 

 

 

-

 

 

 

125

 

Expected return on plan assets

 

 

(18,855

)

 

 

(21,047

)

 

 

-

 

 

 

-

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost

 

 

30

 

 

 

1,793

 

 

 

-

 

 

 

-

 

Net actuarial loss (gain)

 

 

4,169

 

 

 

2,958

 

 

 

-

 

 

 

(139

)

Net periodic benefit cost (credit)

 

$

(1,350

)

 

$

(70

)

 

$

-

 

 

$

(5

)

(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.

14.

INCOME TAXES

15.    INCOME TAXES
Although a portion of Lazard Group’s income is subject to U.S. federal income taxes, Lazard Group primarily operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal income tax purposes. As a result, Lazard Group’s income from its U.S. operations is generally not subject to U.S. federal income taxes because such income is attributable to its partners. Lazard Group, through its subsidiaries, is subject to state and local taxes on its income
37

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
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 New York City Unincorporated Business Tax (“UBT”) attributable to its operations apportioned to New York City.

30


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

The Company recorded income tax provisions of $27,367$163,767 and $81,802$96,779 for the three month and ninesix month periods ended SeptemberJune 30, 2017,2023, respectively, and $21,653$19,385 and $49,110$34,998 for the three month and ninesix month periods ended SeptemberJune 30, 2016,2022, respectively, representing effective tax rates of 18.8%(155.7)%, 17.3%(53.9)%, 14.5%15.3% and 13.6%12.1%, respectively. The difference between the U.S. federal statutory rate of 35.0%21.0% and the effective tax rates reflected above principally relates to (i) Lazard Group primarily operating as a limited liability company in the U.S., (ii) taxes payable to foreign jurisdictions, (iii) the tax impact of differences in the value of share based incentive compensation and other discrete items, (iv) change in the valuation allowance affecting the provision for income taxes (iii) taxes payable to foreign jurisdictions, (iv) excess net tax benefit for share-based incentive compensation, and (v) U.S. state and local taxes, which are incremental to the U.S. federal statutory tax rate.

On January 1, 2017, the Company adopted new accounting guidance on share-based incentive compensation. As a result of the adoption of this new guidance, the Company recognized excess tax benefits of $2,047 from the vesting of share-based incentive compensation in the provision for income taxes in the condensed consolidated statements of operations for the nine month period ended September 30, 2017. The Company also recorded deferred tax assets of $4,945, net of a valuation allowance of $12,090, as of January 1, 2017, for previously unrecognized excess tax benefits (including tax benefits from dividends or dividend equivalents) on share-based incentive compensation, with an offsetting adjustment to retained earnings. See Note 2 for further information on the adoption of this new guidance.

Substantially all of Lazard’s operations outside the U.S. are conducted in “pass-through” entities for U.S. income tax purposes. The Company provides for U.S. income taxes on a current basis for the relevant portion of those earnings. The repatriation of prior earnings attributable to “non-pass-through” entities would not result in the recognition of a material amount of additional U.S. income taxes.

15.

RELATED PARTIES

Receivable from and Payable to Lazard Ltd Subsidiaries

Lazard Group’s receivables from subsidiaries of Lazard Ltd at September 30, 2017 and December 31, 2016 included interest- bearing loans of $3,742 and $20,365, respectively, including accrued interest thereon.  Interest income relating to interest-bearing loans with subsidiaries of Lazard Ltd amounted to $5 and $148 for the three month and nine month periods ended September 30, 2017, respectively, and $23 and $233 for the three month and nine month periods ended September 30, 2016, respectively.

Lazard Group’s payables to subsidiaries of Lazard Ltd at September 30, 2017 and December 31, 2016 included interest-bearing loans, including interest thereon, of $63,726 and $60,500, respectively.  Interest expense relating to interest-bearing loans with subsidiaries of Lazard Ltd amounted to $976 and $2,851 for the three month and nine month periods ended September 30, 2017, respectively, and $875 and $2,604 for the three month and nine month periods ended September 30, 2016, respectively.

16.    RELATED PARTIES
Sponsored Funds

The Company serves as an investment advisor for certain affiliated investment companies and fund entities and receives management fees and, for the alternative investment funds, performanceperformance-based incentive fees for providing such services. Investment advisory fees relating to such services were $163,767$135,847 and $471,727$269,370 for the three month and ninesix month periods ended SeptemberJune 30, 2017,2023, respectively, and $130,546$134,342 and $374,250$298,713 for the three month and ninesix month periods ended SeptemberJune 30, 2016,2022, respectively, and are included in “asset management fees” on the condensed consolidated statements of operations. Of such amounts, $57,156$51,721 and $49,944$57,283 remained as receivables at SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively, and are included in “fees receivable” on the condensed consolidated statements of financial condition.

Other

See Note 11 for information regarding related party transactions pertaining to shares repurchased from certain of our executive officers.

31


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

16.

REGULATORY AUTHORITIES

17.    REGULATORY AUTHORITIES
LFNY is a U.S. registered broker-dealer and is subject to the net capital requirements of Rule 15c3-1 under the Exchange Act. Under the basic method permitted by this rule, the minimum required net capital, as defined, is a specified fixed percentage (6 2/3%2/3%) of total aggregate indebtedness recorded in LFNY’s Financial and Operational Combined Uniform Single (“FOCUS”) report filed with the Financial Industry Regulatory Authority (“FINRA”), or $100,$5, whichever is greater. In addition, the ratio of aggregate indebtedness (as defined) to net capital may not exceed 15:1. At SeptemberJune 30, 2017,2023, LFNY’s regulatory net capital was $254,141,$39,311, which exceeded the minimum requirement by $247,866.$32,662. LFNY’s aggregate indebtedness to net capital ratio was 0.37:2.54:1 as of SeptemberJune 30, 2017.

2023.

Certain U.K. subsidiaries of the Company, including LCL, Lazard Fund Managers Limited and Lazard Asset Management Limited (collectively, the “U.K. Subsidiaries”) are regulated by the Financial Conduct Authority. At SeptemberJune 30, 2017,2023, the aggregate regulatory net capital of the U.K. Subsidiaries was $190,884,$209,893, which exceeded the minimum requirement by $172,104.

$144,357.

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 and funds managed by LFG (asset management) and other clients, and asset-liability management. The investment services activities of the Paris group, exercised through LFB and other subsidiaries of CFLF, primarily LFG, (asset management), also are subject to regulation and supervision by the Autorité des Marchés Financiers. At September 30, 2017,March 31, 2023, the consolidated regulatory net capital of CFLF was $137,988,$154,250, which exceeded the minimum requirement set for regulatory capital levels by $89,582.$73,195. 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. InDuring the third quarter of 2013, the Company and the ACPR agreed on terms for the consolidated supervision of LFB and certain other non-Financial Advisory
38

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
European subsidiaries of the Company (referred to herein, on a combined basis, as the “combined European regulated group”) under such rules. Under this supervision, the combined European regulated group is required to comply with minimum requirements for regulatory net capital to be reported on a quarterly basis and satisfy periodic financial and other reporting obligations. At June 30, 2017,March 31, 2023, the regulatory net capital of the combined European regulated group was $167,325,$179,474, which exceeded the minimum requirement set for regulatory capital levels by $81,079.$89,649. Additionally, the combined European regulated group, together with our European Financial Advisory entities, is required to perform an annual risk assessment and provide certain other information on a periodic basis, including financial reports and information relating to financial performance, balance sheet data and capital structure.

Certain other U.S. and non-U.S. subsidiaries are subject to various capital adequacy requirements promulgated by various regulatory and exchange authorities in the countries in which they operate. At SeptemberJune 30, 2017,2023, for those subsidiaries with regulatory capital requirements, their aggregate net capital was $151,460,$154,896, which exceeded the minimum required capital by $124,535.

$120,690.

At SeptemberJune 30, 2017,2023, each of these subsidiaries individually was in compliance with its regulatory capital requirements.

Any new or expanded rules and regulations that may be adopted in countries in which we operate (including regulations that have not yet been proposed) could affect us in other ways.

17.

SEGMENT INFORMATION

18.    SEGMENT INFORMATION
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.

32


LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

The Company’s segment information for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 20162022 is prepared using the following methodology:

Revenue and expenses directly associated with each segment are included in determining operating income.

Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other factors.

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 allocates investment gains and losses,records other revenue, interest income and interest expense among the various segments based on the segment in which the underlying asset or liability is reported.

Each segment’s operating expenses include (i) compensation and benefits expenses incurred directly in support of the businesses and (ii) other operating expenses, which include directly incurred expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services and indirect support costs (including compensation and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, human resources, legal, facilities management and senior management activities.

39

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
Management evaluates segment results based on net revenue and operating income (loss) and believes that the following information provides a reasonable representation of each segment’s contribution with respect to net revenue, operating income (loss) and total assets:

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

September 30,

 

 

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Financial Advisory

 

Net Revenue

 

$

305,890

 

 

$

343,488

 

 

$

1,052,206

 

 

$

896,467

 

 

 

Operating Expenses

 

 

243,421

 

 

 

257,561

 

 

 

814,068

 

 

 

718,366

 

 

 

Operating Income

 

$

62,469

 

 

$

85,927

 

 

$

238,138

 

 

$

178,101

 

Asset Management

 

Net Revenue

 

$

320,487

 

 

$

267,725

 

 

$

913,728

 

 

$

767,610

 

 

 

Operating Expenses

 

 

217,233

 

 

 

185,753

 

 

 

621,885

 

 

 

543,616

 

 

 

Operating Income

 

$

103,254

 

 

$

81,972

 

 

$

291,843

 

 

$

223,994

 

Corporate

 

Net Revenue

 

$

(2,606

)

 

$

(3,336

)

 

$

(3,660

)

 

$

(24,885

)

 

 

Operating Expenses

 

 

17,923

 

 

 

14,930

 

 

 

52,869

 

 

 

16,196

 

 

 

Operating Loss

 

$

(20,529

)

 

$

(18,266

)

 

$

(56,529

)

 

$

(41,081

)

Total

 

Net Revenue

 

$

623,771

 

 

$

607,877

 

 

$

1,962,274

 

 

$

1,639,192

 

 

 

Operating Expenses

 

 

478,577

 

 

 

458,244

 

 

 

1,488,822

 

 

 

1,278,178

 

 

 

Operating Income

 

$

145,194

 

 

$

149,633

 

 

$

473,452

 

 

$

361,014

 

 

 

As Of

 

 

 

September 30, 2017

 

 

December 31, 2016

 

Total Assets

 

 

 

 

 

 

 

 

Financial Advisory

 

$

808,564

 

 

$

883,384

 

Asset Management

 

 

668,410

 

 

 

645,653

 

Corporate

 

 

2,299,126

 

 

 

1,986,947

 

Total

 

$

3,776,100

 

 

$

3,515,984

 


Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Financial AdvisoryNet Revenue$352,480 $405,940 $629,157 $795,842 
Operating Expenses436,239 315,477 762,658 610,441 
Operating Income (Loss)$(83,759)$90,463 $(133,501)$185,401 
Asset ManagementNet Revenue$288,313 $289,151 $572,357 $627,652 
Operating Expenses269,219 232,546 517,270 474,062 
Operating Income$19,094 $56,605 $55,087 $153,590 
CorporateNet Revenue (Loss)$2,618 $(56,828)$(16,231)$(90,646)
Operating Expenses (Credit)43,110 (36,189)84,923 (41,119)
Operating Loss$(40,492)$(20,639)$(101,154)$(49,527)
TotalNet Revenue$643,411 $638,263 $1,185,283 $1,332,848 
Operating Expenses748,568 511,834 1,364,851 1,043,384 
Operating Income (Loss)$(105,157)$126,429 $(179,568)$289,464 

As Of
June 30, 2023December 31, 2022
Total Assets
Financial Advisory$1,096,607 $1,074,278 
Asset Management844,830 978,083 
Corporate2,213,870 3,409,438 
Total$4,155,307 $5,461,799 
40

LAZARD GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(UNAUDITED)
(dollars in thousands, unless otherwise noted)
19.    CONSOLIDATED VIEs
The Company’s consolidated VIEs as of June 30, 2023 and December 31, 2022 include LGAC (see Note 1) and certain funds (“LFI Consolidated Funds”) that were established for the benefit of employees participating in the Company’s existing LFI deferred compensation arrangement. 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 $130,081 and $115,666 of LFI held by Lazard Group as of June 30, 2023 and December 31, 2022, respectively, can only be used to settle the obligations of LFI Consolidated Funds. The Company’s consolidated VIE assets and liabilities for LFI Consolidated Funds as reflected in the condensed consolidated statements of financial condition consist of the following at June 30, 2023 and December 31, 2022.
June 30, 2023December 31, 2022
ASSETS
Cash and cash equivalents$5,538 $3,644 
Customers and other receivables158 240 
Investments207,410 186,300 
Other assets1,026 622 
Total assets$214,132 $190,806 
LIABILITIES
Deposits and other customer payables$64 $528 
Other liabilities404 448 
Total liabilities$468 $976 
41


Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with Lazard Group’s condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”), as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in our Annual Report on Form 10-K for the year ended December 31, 20162022 (the “Form 10-K”). All references to “2017,“2023,“2016,“2022,“third“second quarter,” “first nine months”half” or “the period” refer to, as the context requires, the three month and ninesix month periods ended SeptemberJune 30, 20172023 and September 30, 2016.

2022.

Forward-Looking Statements and Certain Factors that May Affect Our Business

Management has included in Parts I and II of this Form 10-Q, including in its MD&A, statements that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies, business plans and initiatives and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to, those discussed in our Form 10-K under the caption “Risk Factors,” including the following:

a decline in general economic conditions or the global or regional financial markets;

a decline in our revenues, for example due to a decline in overall mergers and acquisitions (“M&A”) activity, our share of the M&A market or our assets under management (“AUM”);

losses caused by financial or other problems experienced by third parties;

losses due to unidentified or unanticipated risks;

a lack of liquidity, i.e.i.e., ready access to funds, for use in our businesses; and

competitive pressure on our businesses and on our ability to retain and attract employees at current compensation levels.

These risks and uncertainties are not exhaustive. Other sections of the Form 10-K and this Form 10-Q describe additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectationsstatements reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

financial goals, including the ratioratios of awarded compensation and benefits expense to operating revenue;

ability to deploy surplus cash through distributions to members, purchases of Lazard Ltd Class A common stock and debt repurchases;

possible or assumed future results of operations and operating cash flows;

strategies and investment policies;

financing plans and the availability of short-term borrowing;

competitive position;
42


competitive position;

future acquisitions, including the consideration to be paid and the timing of consummation;

potential growth opportunities available to our businesses;

potential impact of investments in our technology infrastructure and data science capabilities;

recruitment and retention of our managing directors and employees;


potential levels of compensation expense, including awarded compensation and benefits expense and adjusted compensation and benefits expense, and non-compensation expense;

potential levels of compensation expense, including awarded compensation and benefits expense and adjusted compensation and benefits expense, and non-compensation expense;

potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts;

statements regarding environmental, social and governance (“ESG”) goals and initiatives;

likelihood of success and impact of litigation;

expected tax rates, including effective tax rates;

changes in interest and tax rates;

availability of certain tax benefits, including certain potential deductions;

potential impact of certain events or circumstances on our financial statements;

statements and operations;

changes in foreign currency exchange rates;

expectations with respect to the economy, the securities markets, the market for mergers, acquisitions, restructuring and strategicother financial advisory and restructuring activity, the market for asset management activity and other macroeconomic, regional and industry trends;

effects of competition on our business; and

impact of new or future legislation and regulation, including tax laws and regulations, on our business.

The Company is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, the Company uses its website, its twitter account (twitter.com/Lazard) and other social media sites to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates of AUM in various mutual funds, hedge funds and other investment products managed by our Asset Management business. Investors can link to Lazard Ltd, Lazard Group and their operating company websites through http://www.lazard.com. Our websites and social media sites and the information contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-Q.

Business Summary

Lazard, is one of the world’s preeminent financial advisory and asset management firms. Wefirms, operates from 43 cities across 26 countries in North and South America, Europe, Asia and Australia. With origins dating to 1848, we have long specialized in crafting solutions to the complex financial and strategic challenges of a diverse set of clients around the world, including corporations, governments, institutions, partnerships and individuals. Founded in 1848 in New Orleans, we currently operate from 43 cities in key business and financial centers across 27 countries throughout North America, Europe, Asia, Australia, the Middle East, and Central and South America.

Our primary business purpose is to serve our clients. Our deep roots in business centers around the world form a global network of relationships with key decision-makers in corporations, governments and investing institutions. This network is both a competitive strength and a powerful resource for Lazard and our clients. As a firm that competes on the quality of our advice, we have two fundamental assets: our people and our reputation.

We operate in cyclical businesses across multiple geographies, industries and asset classes. In recent years, we have expanded our geographic reach, bolstered our industry expertise and continued to build in growth areas. Companies, government bodies and investors seek independent advice with a geographic perspective, deep understanding of capital structure, informed research and knowledge of global, regional and local economic conditions. We believe that our business model as an independent advisor will continue to create opportunities for us to attract new clients and key personnel.

43


Our principal sources of revenue are derived from activities in the following 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&A”) advisory, capital markets advisory, shareholder advisory, restructuring and capital solutions, sovereign advisory, geopolitical advisory, and other strategic advisory matters restructurings, capital structure,and capital raising shareholder advisory, and various other financial matters,placement, and

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


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

Our consolidated net revenue was derived from the following segments:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Financial Advisory

 

 

49

%

 

 

57

%

 

 

54

%

 

 

55

%

Financial Advisory55 %64 %53 %60 %

Asset Management

 

 

51

 

 

 

44

 

 

 

46

 

 

 

47

 

Asset Management45 45 48 47 

Corporate

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

(2

)

Corporate(9)(1)(7)

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

Total100 %100 %100 %100 %

We also invest our own capital from time to time, generally alongside capital of qualified institutional and individual investors in alternative investments or private equity investments, and since 2005, we have engaged in a number of alternative investments and private equity activities, including, historically, investments through (i) Edgewater, our Chicago-based private equity firm, (ii) a fund targeting significant noncontrolling-stake investments in established private companies and (iii) until the second quarter of 2017, a mezzanine fund (the “Mezzanine Fund”), which invests in mezzanine debt of a diversified selection of small- to mid-cap European companies. Lazard sold its interest in the Mezzanine Fund in May 2017.We also make investments to seed our Asset Management strategies.

Business Environment and Outlook

Economic and global financial market conditions can materially affect our financial performance. As described above, our principal sources of revenue are derived from activities in our Financial Advisory and Asset Management business segments. As ourOur Financial Advisory revenues are primarily dependent on the successful completion of merger, acquisition, restructuring, capital raising or similar transactions, and our Asset Management revenues are primarily driven by the levels of AUM, weakassets under management (“AUM”). Weak economic and global financial market conditions can result in a challenging business environment for M&A and capital-raising activity as well as our Asset Management business, but may provide opportunities for our restructuring business.

Equity market indices for developed and emerging markets at September 30, 2017 increased as compared to such indices at September 30, 2016 and December 31, 2016. In the global M&A markets during the first nine months


While there remains a level of 2017, the value of all completed M&A transactions decreased as compared to the same perioduncertainty in the prior year, as did the subset of such transactions involving values greater than $500 million. During the same time, the number of all announced M&A transactions, including the subset of such transactions involving values greater than $500 million, increased. During the first nine months of 2017, global restructuring activity, as measured by the number of corporate defaults, decreased as compared to the first nine months of 2016.

On an ongoing basis, regional, macroeconomic and geopolitical factors, including any potential regional tax or regulatory reform, may impact our business. Overall,markets, the global macroeconomic outlook forenvironment is improving as inflation continues to fall and expectations of further interest rate hikes are moderating. We believe that the near- to mid-term appears positive. The U.S. economy appearsM&A market is stabilizing, however that is yet to be healthy,reflected in M&A completions, which have remained low since transaction volume began to slow in the first quarter of 2022 and the European economy seems to continue to recover. Corporate cash balances remain high,pace of recovery will likely be slow. In the meantime, we are seeing increasing board and borrowing costs remain low for companies with strong credit ratings. Although market volatility may affect our business from time to time, the longer-term trends appear to remain favorable for both of our businesses.

investor confidence, valuation gaps are narrowing and financing, while more expensive, is becoming more accessible.

Our outlook with respect to our Financial Advisory and Asset Management businesses is described below.

Financial Advisory—The fundamentals for continuedAdvisory—Despite the lower level of M&A activity appear toannouncements in 2023, we remain in place. Although the strength ofactively engaged with our Financial Advisory business in the second half of 2016 could make comparisons to future periods more challenging, we believe our Financial Advisory business is in a strong competitive position. Demand continues for expert, independent strategic advice that can be levered across geographies and our range of advisory capabilities.clients. The global scale and breadth of our Financial Advisory business allowsenables us to advise on large, complex cross-border transactionsa wide range of strategic and restructuring transactions across a variety of industries. In addition, we believe our businesses throughout the emerging markets position us for growthcontinue to invest in these markets, while enhancing our relationships with, and the services that we can provide to, clients in other economies. In the third quarter of 2016, Lazard Ltd expanded its North American Financial Advisory business through the acquisition of an independent financial advisory firm based in Canada. In addition, in October 2016, we acquired the portion of MBA Lazard that we did not previously own, thereby fully integrating our Latin American operations. We believe that these transactions have augmented the strength of our Financial Advisory business throughoutby selectively hiring talented senior professionals in an effort to

44


enhance our capabilities and sector expertise in M&A, capital structure, restructuring and public and private capital markets.
Asset Management—Given our diversified investment platform and our ability to provide investment solutions for a global mix of clients, we believe we are positioned to benefit from opportunities across the Americas.

asset management industry. We are continually developing new investment strategies that extend our existing platforms and assessing potential product acquisitions or other inorganic growth opportunities.

Asset Management—In the short to intermediate term, we expect most investor demand will come from defined benefit and defined contribution plans in the developed economies because of their sheer scope and size. Over the longer term, we expect an increasing share of our AUM to come from the developing economies in Asia, Latin America and the Middle East, as their retirement systems evolve and individual wealth is increasingly deployed in the financial markets. Our global footprint is already well established in the developed economies and we expect our business in the developing economies will slowly expand. Given our diversified investment platform and our ability to provide investment solutions for a global mix of clients, we believe we are positioned to benefit from growth that may occur in the asset management industry. We are continually developing and seeding new investment strategies that extend our existing platforms. Recent examples of growth initiatives include the following investment strategies: various Quantitative Equity strategies, various Multi-Asset strategies, a Real Assets strategy, and a Global Equity Franchise strategy.

We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge continuously, and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all potentially applicable factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. See Item 1A, “Risk Factors” in our Form 10-K. Furthermore, net income and revenue in any period may not be indicative of full-year results or the results of any other period and may vary significantly from year to year and quarter to quarter.

Overall, we continue to focus on the development of our business, including the generation of stable revenue growth, earnings growth and member returns, the evaluation of potential growth opportunities, the investment in new technology to support the development of existing and new business opportunities, the prudent management of our costs and expenses, the efficient use of our assets and the return of equity to our members.

Certain market data with respect to our Financial Advisory and Asset Management businesses is included below.

Financial Advisory

As reflected in the following table, which sets forth global M&A industry statistics, the value and number of all completed transactions, including the subset of completed transactions withinvolving values greater than $500 million, decreased in the first nine monthshalf of 20172023 as compared to 2016.the first half of 2022. With respect to announced M&A transactions, the value and number of all transactions, including the numbersubset of announced transactions involving values greater than $500 million, increaseddecreased in the first nine monthshalf of 20172023 as compared to 2016.

the first half of 2022.
Three Months Ended
June 30,
Six Months Ended
June 30,
20232022%
Incr / (Decr)
20232022%
Incr / (Decr)
($ in billions)
Completed M&A Transactions:
All deals:
Value$504 $1,083 (53)%$1,191 $2,362 (50)%
Number7,171 10,620 (32)%16,764 22,493 (25)%
Deals Greater than $500 million:
Value$377 $821 (54)%$890 $1,792 (50)%
Number158 331 (52)%396 757 (48)%
Announced M&A Transactions:
All deals:
Value$761 $1,139 (33)%$1,362 $2,231 (39)%
Number8,273 10,982 (25)%18,258 23,050 (21)%
Deals Greater than $500 million:
Value$586 $863 (32)%$1,007 $1,649 (39)%
Number255 337 (24)%463 696 (33)%

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

%

Incr / (Decr)

 

 

2017

 

 

2016

 

 

%

Incr / (Decr)

 

 

 

($ in billions)

 

Completed M&A Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All deals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

$

860

 

 

$

932

 

 

 

(8

)%

 

$

2,632

 

 

$

2,781

 

 

 

(5

)%

Number

 

 

9,467

 

 

 

9,296

 

 

 

2

%

 

 

29,260

 

 

 

29,035

 

 

 

1

%

Deals Greater than $500 million:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

$

655

 

 

$

696

 

 

 

(6

)%

 

$

1,990

 

 

$

2,093

 

 

 

(5

)%

Number

 

 

258

 

 

 

280

 

 

 

(8

)%

 

 

826

 

 

 

821

 

 

 

1

%

Announced M&A Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All deals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

$

886

 

 

$

868

 

 

 

2

%

 

$

2,505

 

 

$

2,523

 

 

 

(1

)%

Number

 

 

9,822

 

 

 

9,214

 

 

 

7

%

 

 

29,970

 

 

 

28,975

 

 

 

3

%

Deals Greater than $500 million:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

$

663

 

 

$

641

 

 

 

3

%

 

$

1,831

 

 

$

1,837

 

 

 

(0

)%

Number

 

 

311

 

 

 

302

 

 

 

3

%

 

 

887

 

 

 

843

 

 

 

5

%


Source:

Dealogic as of October 5, 2017.

Source: Dealogic as of July 4, 2023.

Global restructuring activity during the first nine monthshalf of 2017,2023, as measured by the number of corporate defaults, decreased as compared to the first nine months of 2016.2022. The number of defaulting issuers decreased to 64was 81 in the first nine monthshalf of 2017,2023 according to Moody’s Investors Service, Inc., as compared to 11598 in the first nine monthshalf of 2016.

2022.

45



Net revenue trends in Financial Advisory for M&A and Strategic Advisory and Restructuring are generally correlated to the level of completed industry-wide M&A transactions and restructuring transactions occurring subsequent to corporate debt defaults, respectively. However, deviations from this relationship can occur in any given year for a number of reasons. For instance, our results can diverge from industry-wide activity where there are material variances from the level of industry-wide M&A activity in a particular market where Lazard has significant market share, or regarding the relative number of our advisory engagements with respect to larger-sized transactions, and where we are involved in non-public or sovereign advisory assignments. For example, our M&A and Strategic Advisory revenue, which includes M&A Advisory, Capital Advisory, Capital Raising, Sovereign Advisory and Shareholder Advisory revenue, increased 13% in the first nine months of 2017 as compared to 2016. The industry statistics for global M&A transactions described above reflect a 5% decrease in the value of all completed transactions in the first nine months of 2017 as compared to 2016. In addition, with respect to our restructuring activity, revenue increased 38% in the first nine months of 2017 as compared to 2016, in contrast to a 44% decrease in global default activity in the first nine months of 2017 as compared to 2016.

Asset Management

The percentage change in major equity market indices at SeptemberJune 30, 2017,2023, as compared to such indices at March 31, 2023, December 31, 2022 and at June 30, 2017, December 31, 2016, and at September 30, 2016,2022, is shown in the table below.

below:

 

Percentage Changes

September 30, 2017 vs.

 

Percentage Changes
  June 30, 2023 vs.

 

June 30,

2017

 

 

December 31,

2016

 

 

September 30,

2016

 

March 31, 2023December 31, 2022June 30, 2022

MSCI World Index

 

 

4

%

 

 

14

%

 

 

16

%

MSCI World Index%15 %19 %

Euro Stoxx

 

 

4

%

 

 

9

%

 

 

20

%

Euro Stoxx%19 %32 %

MSCI Emerging Market

 

 

7

%

 

 

25

%

 

 

20

%

MSCI Emerging Market%%%

S&P 500

 

 

4

%

 

 

13

%

 

 

16

%

S&P 500%17 %20 %

The fees that we receive for providing investment management and advisory services are primarily driven by the level of AUM and the nature of the AUM product mix. Accordingly, market movements, foreign currency exchange rate volatility and changes in our AUM product mix will impact the level of revenues we receive from our Asset Management business when comparing periodic results. A substantial portion of our AUM is invested in equities. Movements in AUM during the period generally reflect the changes in equity market indices. Our AUM at September 30, 2017 increased 20% versus AUM at December 31, 2016, primarily due to market and foreign exchange appreciation and net inflows. Average AUM for the three month period ended September 30, 2017 was 16% higher than the average AUM for the three month period ended September 30, 2016. Average AUM for the first nine months of 2017 increased 14% as compared to average AUM in the first nine months of 2016.

Financial Statement Overview

Net Revenue

The majority of Lazard’s Financial Advisory net revenue historically has been earned from the successful completion of M&A transactions, capital markets advisory, shareholder advisory, restructuring and capital solutions, sovereign advisory, geopolitical advisory, and other strategic advisory matters restructuring and capital structure advisory services, capital raising and similar transactions.placement. The main drivers of Financial Advisory net revenue are overall M&A activity, the level of corporate debt defaults and the environment for capital raising activities, particularly in the industries and geographic markets in which Lazard focuses. In some client engagements, often those involving financially distressed companies, revenue is earned in the form of retainers and similar fees that are contractually agreed upon with each client for each assignment and are not necessarily linked to the completion of a transaction. In addition, Lazard also earns fees from providing strategic advice to clients, with such fees not being dependent on a specific transaction, and may also earn fees in connection with public and private securities offerings. Significant fluctuations in Financial Advisory net revenue can occur over the course of any given year, because a significant portion of such net revenue is earned upon the successful completion of a transaction, restructuring or capital raising activity, the timing of which is uncertain and is not subject to Lazard’s control.

Lazard’s Asset Management segment principally includes Lazard Asset Management LLC (together with its subsidiaries, “LAM”(“LAM”), Lazard Frères Gestion SAS (“LFG”) and Edgewater. Asset Management net revenue is derived from fees for investment management and advisory services provided to clients. As noted above, the main driver of Asset Management net revenue is the level and product mix of AUM, which is generally influenced by the performance of the global equity markets and, to a lesser extent, fixed income markets as well as Lazard’s investment performance, which impacts its ability to successfully attract and retain assets. As a result, fluctuations (including timing thereof) in financial markets and client asset inflows and outflows have a direct effect on Asset Management net revenue and operating income. Asset Management fees are generally based on the level of AUM measured daily, monthly or quarterly, and an increase or reduction in AUM, due to market price fluctuations, currency fluctuations, changes in product mix, or net client asset flows will result in a corresponding increase or decrease in management fees. The majority of our investment


advisory contracts are generally terminable at any time or on notice of 30 days or less. Institutional and individual clients, and firms with which we have strategic alliances, can terminate their relationship with us, reduce the aggregate amount of AUM or shift their funds to other types of accounts with different rate structures for a number of reasons, including investment performance, changes in prevailing interest rates and financial market performance. In addition, as Lazard’s AUM includes significant amounts of assets that are denominated in currencies other than U.S. Dollars, changes in the value of the U.S.

46


Dollar relative to foreign currencies will impact the value of Lazard’s AUM and the overall amount of management fees generated by the AUM. Fees vary with the type of assets managed and the vehicle in which they are managed, with higher fees earned on equity assets and alternative investment funds, such as hedge funds and private equity funds, and lower fees earned on fixed income and cash management products.

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.

For hedge funds, incentive fees are calculated based on a specified percentage of a fund’s net appreciation, in some cases in excess of established benchmarks or thresholds. The Company records incentive fees on traditional products and hedge funds at the end of the relevant performance measurement period, when potential uncertainties regarding the ultimate realizable amounts have been determined. The incentive fee measurement period is generally an annual period (unless an account terminates or redemption occurs during the year). The incentive fees received at the end of the measurement period are not subject to reversal or payback. Incentive fees on hedge funds are often subject to loss carryforward provisions in which losses incurred by the hedge funds in any year are applied against certain gains realized by the hedge funds in future periods before any incentive fees can be earned.

For private equity funds, incentive fees may be earned in the form of a “carried interest” if profits arising from realized investments exceed a specified threshold. Typically, such carried interest is ultimately calculated on a whole-fund or investment by investment basis and, therefore, clawback of carried interest duringtoward the end of the life of the fund can occur. As a result, the Company recognizes incentive fees earned on our private equity funds arewhen it is probable that a clawback will not recognized until potential uncertainties regarding the ultimate realizable amounts have been determined, including any potential for clawback.

occur.

Corporate segment net revenue consists primarily of investment gains and losses on the Company’s “seed investments” related to our Asset Management business and principal investments in private equity funds, and “equity method” investments, net of hedging activities, as well as gains and losses on investments held in connection with Lazard Fund Interests (“LFI”) and interest income and interest expense. Corporate net revenue also can fluctuate due to changes in the fair value of investments classified as “trading”,debt and equity securities, as well as due to changes in interest and currency exchange rates and in the levels of cash, investments and indebtedness.

Although

Corporate segment net revenue during 2017 is not significant compared to Lazard’s net revenue, total assets in the Corporate segment represented 61%53% of Lazard’s consolidated total assets as of SeptemberJune 30, 2017,2023, which are attributable to cash and cash equivalents, investments in debt and equity securities, interests in alternative investment, debt, equity and private equity funds, deferred tax assets and certain other assets associated with LFB. LFB, as a registered bank, is engaged primarily in commercial and private banking services for clients and funds managed by LFG and other clients, and asset-liability management.

Operating Expenses

The majority of Lazard’s operating expenses relate to compensation and benefits for managing directors and employees. Our compensation and benefits expense includes (i) salaries and benefits, (ii) amortization of the relevant portion of previously granted deferred incentive compensation awards, including (a) share-based incentive compensation under the Lazard Ltd 20082018 Incentive Compensation Plan, as amended (the “2008“2018 Plan”), and (b) LFI and other similar deferred compensation arrangements (see Note 12 of Notes to Condensed Consolidated Financial Statements), (iii) a provision for discretionary or guaranteed cash bonuses and profit pools and (iv) when applicable, severance payments. Compensation expense in any given period is dependent on many factors, including general economic and market conditions, our actual and forecasted operating and financial performance, staffing levels, estimated forfeiture rates, competitive pay conditions and the nature of revenues earned, as well as the mix between current and deferred compensation.


For interim periods, we use “adjusted compensation and benefits expense” and the ratio of “adjusted compensation and benefits expense” to “operating revenue,” both non-U.S. GAAPnon-GAAP measures, for comparison of compensation and benefits expense between periods. For the reconciliations and calculations with respect to “adjusted compensation and benefits expense” and related ratios to “operating revenue,” see the table under “Consolidated Results of Operations” below.

We believe that “awarded compensation and benefits expense” and the ratio of “awarded compensation and benefits expense” to “operating revenue,” both non-U.S. GAAPnon-GAAP measures, arewhen presented in conjunction with accounting principles generally accepted in the mostUnited States of America (“U.S. GAAP”) measures, are appropriate measures to assess the annual cost of compensation and provide the mosta meaningful and useful basis for comparison of compensation and benefits expense between present, historical and future years. “Awarded compensation and benefits expense” for a given year is
47


calculated using “adjusted compensation and benefits expense,” also a non-U.S. GAAPnon-GAAP measure, as modified by the following items:

we deduct amortization expense recorded for accounting principles generally accepted in the United States of America (“U.S. GAAP”)GAAP purposes in the fiscal year associated with deferred incentive compensation awards;

we add incentive compensation with respect to the fiscal year, which is comprised of:

(i)

the deferred incentive compensation awards granted in the year-end compensation process with respect to the fiscal year (e.g., deferred incentive compensation awards granted in 2017 related to the 2016 year-end compensation process), including Performance-based restricted stock unit (“PRSU”) awards (based on the target payout level);

(i)the deferred incentive compensation awards granted in the year-end compensation process with respect to the fiscal year (e.g., deferred incentive compensation awards granted in 2023 related to the 2022 year-end compensation process), including performance-based restricted stock unit (“PRSU”) and performance-based restricted participation unit (“PRPU”) awards (based on the target payout level);

(ii)

the portion of investments in people (e.g., “sign-on” bonuses or retention awards) and other special deferred incentive compensation awards that is applicable to the fiscal year the award becomes effective; and

(ii)the portion of investments in people (e.g., “sign-on” bonuses or retention awards) and other special deferred incentive compensation awards that is applicable to the fiscal year the award becomes effective; and

(iii)

amounts in excess of the target payout level for PRSU awards at the end of their respective performance periods; 

(iii)amounts in excess of the target payout level for PRSU and PRPU awards at the end of their respective performance periods; and

we reduce the amounts in (i), (ii) and (iii) above by an estimate of future forfeitures with respect to such awards; and

awards.

we adjust for year-end foreign exchange fluctuations.

Compensation and benefits expense is the largest component of our operating expenses. We seek to maintain discipline with respect to compensation, including the rate at which we award deferred compensation. Our goal is to maintain a ratio of awarded compensation and benefits expense to operating revenue and a ratio of adjusted compensation and benefits expense to operating revenue over the cycle in the mid-to-high-50smid-to high-50s percentage range, which compares to 55.8% and 56.5%, respectively, for the year ended December 31, 2016.while targeting a consistent deferral policy. While we have implemented policies and initiatives that we believe will assist us in maintaining ratios within this range, there can be no guarantee that we will continuebe able to maintain such ratios, or that our policies or initiatives will not change, in the future. We may benefit from pressure on compensation costs within the financial services industry in future periods; however, increasedIncreased competition for senior professionals, changes in the macroeconomic environment or the financial markets generally, lower operating revenue resulting from, for example, a decrease in M&A activity, our share of the M&A market or our AUM levels, changes in the mix of revenues from our businesses, investments in our businesses or various other factors could prevent us from achieving this goal.

goal; however, in future periods we may benefit from pressure on compensation costs within the financial services industry.

Our operating expenses also include “non-compensation expense”, which includes costs for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services and other expenses.

Our occupancy costs represent a significant portion of our aggregate operating expenses and are subject to change from time to time, particularly as leases for real property expire and are renewed or replaced with new, long-term leases for the same or other real property.

We believe that “adjusted non-compensation expense”, a non-U.S.non-GAAP measure, when presented in conjunction with U.S. GAAP measure,measures provides a more meaningful and useful basis for our investors to assess our operating results. For calculations with respect to “adjusted non-compensation expense”, see the table under “Consolidated Results of Operations” below.

Our operating expenses also include “amortization and other acquisition-related costs”, which includes.
To the changeextent inflation results in fair valuerising interest rates and has other effects upon the securities markets or general macroeconomic conditions, it may adversely affect our financial position and results of operations by impacting overall levels of M&A activity, reducing our AUM or net revenue, increasing non-compensation expense, or otherwise.
Cost-Saving Initiatives
The Company is conducting firm-wide cost-saving initiatives including closing certain offices over the contingent consideration associated with business acquisitions.

course of 2023.See Note 14 of Notes to Condensed Consolidated Financial Statements.

Provision for Income Taxes

Lazard Group primarily operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal income tax purposes. As a result, Lazard Group’s income pertaining to the limited liability company is not subject
48


to U.S. federal income tax because taxes associated with such income represent obligations of the individualits partners. Lazard Group, through its subsidiaries, is subject to state and local taxes on its income apportioned to various state and local jurisdictions. Outside the U.S., Lazard Group operates principally through subsidiary corporations that are subject to local income taxes in foreign jurisdictions. Lazard Group is also subject to Unincorporated Business Tax (“UBT”) attributable to its operations apportioned to New York City (seeCity.
See “Critical Accounting Policies and Estimates—Income Taxes” below and Note 1415 of Notes to Condensed Consolidated Financial Statements for additional information).

information regarding income taxes and our deferred tax assets.

Noncontrolling Interests

Noncontrolling interests primarily consist of (i) amounts related to Edgewater’s management vehicles that the Company is deemed to control but not own.own, (ii) LGAC interests (see Note 1 of Notes to Condensed Consolidated Financial Statements) and (iii) consolidated VIE interests held by employees. See NoteNotes 11 and 19 of Notes to Condensed Consolidated Financial Statements for information regarding the Company’s noncontrolling interests.

interests and consolidated VIEs.

Consolidated Results of Operations

Lazard’s condensed consolidated financial statements are presented in U.S. Dollars. Many of our non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than the U.S. Dollar, generally the currency of the country in which the subsidiaries are domiciled. Such subsidiaries’ assets and liabilities are translated into U.S. Dollars using exchange rates as of the respective balance sheet date, while revenue and expenses are translated at average exchange rates during the respective periods based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary’s functional currency are reported as a component of members’ equity. Foreign currency remeasurement gains and losses on transactions in non-functional currencies are included in the condensed consolidated statements of operations.

A portion of our net revenue is derived from transactions that are denominated in currencies other than the U.S. Dollar. Net revenue for the three month period ended September 30, 2017 was positively impacted, and net revenue for the nine month period ended September 30, 2017 was negatively impacted, by exchange rate movements, in each case in comparison to the relevant prior year period. The majority of the impact to net revenue, in both periods, was offset by the impact of the exchange rate movements on our operating expenses during the periods denominated in currencies other than the U.S. Dollar.

The condensed consolidated financial statements are prepared in conformity with U.S. GAAP. Selected financial data derived from the Company’s reported condensed consolidated results of operations is set forth below, followed by a more detailed discussion of both the consolidated and business segment results.

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

 

($ in thousands)

 

($ in thousands)

Net Revenue

 

$

623,771

 

 

$

607,877

 

 

$

1,962,274

 

 

$

1,639,192

 

Net Revenue$643,411 $638,263 $1,185,283 $1,332,848 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

Compensation and benefits

 

 

359,294

 

 

 

353,468

 

 

 

1,134,142

 

 

 

958,962

 

Compensation and benefits569,151 363,578 1,016,754 757,522 

Non-compensation

 

 

118,948

 

 

 

104,030

 

 

 

352,734

 

 

 

317,496

 

Non-compensation179,322 148,241 347,954 285,832 

Amortization and other acquisition-related costs

 

 

335

 

 

 

746

 

 

 

1,946

 

 

 

1,720

 

Amortization and other acquisition-related costs95 15 143 30 

Total operating expenses

 

 

478,577

 

 

 

458,244

 

 

 

1,488,822

 

 

 

1,278,178

 

Total operating expenses748,568 511,834 1,364,851 1,043,384 

Operating Income

 

 

145,194

 

 

 

149,633

 

 

 

473,452

 

 

 

361,014

 

Operating Income (Loss)Operating Income (Loss)(105,157)126,429 (179,568)289,464 

Provision for income taxes

 

 

27,367

 

 

 

21,653

 

 

 

81,802

 

 

 

49,110

 

Provision for income taxes163,767 19,385 96,779 34,998 

Net Income

 

 

117,827

 

 

 

127,980

 

 

 

391,650

 

 

 

311,904

 

Less - Net Income Attributable to Noncontrolling Interests

 

 

2,261

 

 

 

83

 

 

 

5,660

 

 

 

4,989

 

Net Income Attributable to Lazard Group

 

$

115,566

 

 

$

127,897

 

 

$

385,990

 

 

$

306,915

 

Operating Income, as a % of net revenue

 

 

23.3

%

 

 

24.6

%

 

 

24.1

%

 

 

22.0

%

Net Income (Loss)Net Income (Loss)(268,924)107,044 (276,347)254,466 
Less - Net Income (Loss) Attributable to Noncontrolling InterestsLess - Net Income (Loss) Attributable to Noncontrolling Interests3,636 (3,830)10,609 3,269 
Net Income (Loss) Attributable to Lazard GroupNet Income (Loss) Attributable to Lazard Group$(272,560)$110,874 $(286,956)$251,197 
Operating Income (Loss), as a % of net revenueOperating Income (Loss), as a % of net revenue(16.3)%19.8 %(15.1)%21.7 %


The tables below describe the components of operating revenue, adjusted compensation and benefits expense, adjusted non-compensation expense, earnings from operations and related key ratios, which are non-U.S. GAAPnon-GAAP measures used by the Company to manage its business. We believe such non-U.S.non-GAAP measures in conjunction with U.S. GAAP measures provide the mosta meaningful and useful basis for comparison between present, historical and future periods, as described above.

49


Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
($ in thousands)
Operating Revenue:
Net revenue$643,411 $638,263 $1,185,283 $1,332,848 
Adjustments:
Interest expense (a)18,76018,83537,55537,630
Distribution fees, reimbursable deal costs, bad
   debt expense and other (b)
(26,336)(17,041)(53,019)(35,847)
Asset impairment charges--19,129-
Revenue related to noncontrolling interests (c)(6,237)(660)(17,060)(11,455)
(Gains) losses on investments pertaining to
   LFI (d)
(9,675)35,098(26,128)49,421
Operating revenue$619,923 $674,495 $1,145,760 $1,372,597 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

($ in thousands)

 

Operating Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

623,771

 

 

$

607,877

 

 

$

1,962,274

 

 

$

1,639,192

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense (a)

 

 

13,356

 

 

 

12,304

 

 

 

40,253

 

 

 

36,851

 

Revenue related to noncontrolling interests (b)

 

 

(5,039

)

 

 

(2,661

)

 

 

(13,079

)

 

 

(12,271

)

Gains on investments pertaining to LFI (c)

 

 

(4,875

)

 

 

(6,909

)

 

 

(17,981

)

 

 

(4,707

)

Operating revenue

 

$

627,213

 

 

$

610,611

 

 

$

1,971,467

 

 

$

1,659,065

 


(a)Interest expense (excluding interest expense incurred by LFB) is added back in determining operating 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.
(b)Represents certain distribution, introducer and management fees paid to third parties, reimbursable deal costs and bad debt expense relating to fees and other receivables that are deemed uncollectible for which an equal amount is excluded for purposes of determining adjusted non-compensation expense.
(c)Revenue or loss related to the consolidation of noncontrolling interests is excluded from operating revenue because the Company has no economic interest in such amount.
(d)Represents changes in the fair value of investments held in connection with LFI and other similar deferred compensation arrangements for which a corresponding equal amount is excluded from compensation and benefits expense.
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
($ in thousands)
Adjusted Compensation and Benefits Expense:
Total compensation and benefits expense$569,151 $363,578 $1,016,754 $757,522 
Adjustments:
Noncontrolling interests (a)(1,851)(3,521)(4,861)(5,983)
(Charges) credits pertaining to LFI (b)(9,675)35,098 (26,128)49,421 
Expenses associated with senior management
  transition (c)
(10,674)
Expenses associated with cost-saving initiatives(133,348)(154,088)
Adjusted compensation and benefits expense$424,277 $395,155 $821,003 $800,960 
Adjusted compensation and benefits expense, as a %
  of operating revenue
68.4 %58.6 %71.7 %58.4 %

(a)

Interest expense (excluding interest expense incurred by LFB) is added back in determining operating 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.


(b)

Revenue related to the consolidation of noncontrolling interests is excluded from operating revenue because the Company has no economic interest in such amount.

(a)Expenses related to the consolidation of noncontrolling interests are excluded because Lazard has no economic interest in such amounts.

(c)

Represents changes in the fair value of investments held in connection with LFI and other similar deferred compensation arrangements for which a corresponding equal amount is excluded from compensation and benefits expense.

(b)Represents changes in fair value of the compensation liability recorded in connection with LFI and other similar deferred incentive compensation awards for which a corresponding equal amount is excluded from operating revenue.
(c)Represents expenses associated with senior management transition reflecting the departure of certain executive officers.
50


Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
($ in thousands)
Adjusted Non-Compensation Expense:
Total non-compensation expense$179,322 $148,241 $347,954 $285,832 
Adjustments:
Expenses relating to office space
   reorganization (a)
(871)(1,995)
Distribution fees, reimbursable deal costs,
   bad debt expense and other (b)
(26,336)(17,041)(53,019)(35,847)
Noncontrolling interests (c)(749)(968)(1,590)(2,204)
Expenses associated with cost-saving initiatives(10,097)(10,097)
Adjusted non-compensation expense$142,140 $129,361 $283,248 $245,786 
Adjusted non-compensation expense, as a % of
   operating revenue
22.9 %19.2 %24.7 %17.9 %

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

($ in thousands)

 

Adjusted Compensation and Benefits Expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total compensation and benefits expense

 

$

359,294

 

 

$

353,468

 

 

$

1,134,142

 

 

$

958,962

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests (a)

 

 

(2,473

)

 

 

(1,763

)

 

 

(6,084

)

 

 

(5,109

)

Charges pertaining to LFI (b)

 

 

(4,875

)

 

 

(6,909

)

 

 

(17,981

)

 

 

(4,707

)

Adjusted compensation and benefits expense

 

$

351,946

 

 

$

344,796

 

 

$

1,110,077

 

 

$

949,146

 

Adjusted compensation and benefits expense, as a % of operating revenue

 

 

56.1

%

 

 

56.5

%

 

 

56.3

%

 

 

57.2

%

(a)

Expenses related to the consolidation of noncontrolling interests are excluded because Lazard has no economic interest in such amounts.


(b)

Represents changes in fair value of the compensation liability recorded in connection with LFI and other similar deferred incentive compensation awards for which a corresponding equal amount is excluded from operating revenue.

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

($ in thousands)

 

Adjusted Non-Compensation Expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-compensation expense

 

$

118,948

 

 

$

104,030

 

 

$

352,734

 

 

$

317,496

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses associated with ERP system implementation (a)

 

 

(6,530

)

 

 

-

 

 

 

(15,391

)

 

 

-

 

Expenses related to office space reorganization (b)

 

 

(1,412

)

 

 

-

 

 

 

(4,573

)

 

 

-

 

Noncontrolling interests (c)

 

 

(239

)

 

 

(465

)

 

 

(1,338

)

 

 

(1,500

)

Adjusted non-compensation expense

 

$

110,767

 

 

$

103,565

 

 

$

331,432

 

 

$

315,996

 

Adjusted non-compensation expense, as a % of operating  revenue

 

 

17.7

%

 

 

17.0

%

 

 

16.8

%

 

 

19.0

%

(a)

Represents expenses associated with the Enterprise Resource Planning (“ERP”) system implementation.

(b)Represents certain distribution, introducer and management fees paid to third parties, reimbursable deal costs and bad debt expense relating to fees and other receivables that are deemed uncollectible for which an equal amount is included for purposes of determining operating revenue.

(b)

Represents incremental rent expense and lease abandonment costs related to office space reorganization.

(c)Expenses related to the consolidation of noncontrolling interests are excluded because the Company has no economic interest in such amounts.

(c)

Expenses related to the consolidation of noncontrolling interests are excluded because the Company has no economic interest in such amounts.

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
($ in thousands)
Earnings From Operations:
Operating revenue$619,923 $674,495 $1,145,760 $1,372,597 
Deduct:
Adjusted compensation and benefits expense(424,277)(395,155)(821,003)(800,960)
Adjusted non-compensation expense(142,140)(129,361)(283,248)(245,786)
Earnings from operations$53,506 $149,979 $41,509 $325,851 
Earnings from operations, as a % of operating revenue8.6 %22.2 %3.6 %23.7 %

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

($ in thousands)

 

Earnings From Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$

627,213

 

 

$

610,611

 

 

$

1,971,467

 

 

$

1,659,065

 

Deduct:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted compensation and benefits expense

 

 

(351,946

)

 

 

(344,796

)

 

 

(1,110,077

)

 

 

(949,146

)

Adjusted non-compensation expense

 

 

(110,767

)

 

 

(103,565

)

 

 

(331,432

)

 

 

(315,996

)

Earnings from operations

 

$

164,500

 

 

$

162,250

 

 

$

529,958

 

 

$

393,923

 

Earnings from operations, as a % of operating revenue

 

 

26.2

%

 

 

26.6

%

 

 

26.9

%

 

 

23.7

%

51



Headcount information is set forth below:

 

As of

 

As of

 

September 30,

2017

 

 

December 31,

2016

 

 

September 30,

2016

 

June 30, 2023 (a)December 31, 2022June 30, 2022

Headcount:

 

 

 

 

 

 

 

 

 

 

 

 

Headcount:

Managing Directors:

 

 

 

 

 

 

 

 

 

 

 

 

Managing Directors:

Financial Advisory

 

 

150

 

 

 

147

 

 

 

142

 

Financial Advisory226211211

Asset Management

 

 

98

 

 

 

92

 

 

 

92

 

Asset Management123120119

Corporate

 

 

21

 

 

 

20

 

 

 

20

 

Corporate232524

Total Managing Directors

 

 

269

 

 

 

259

 

 

 

254

 

Total Managing Directors372356354

Other Employees:

 

 

 

 

 

 

 

 

 

 

 

 

Business segment professionals

 

 

1,313

 

 

 

1,270

 

 

 

1,247

 

All other professionals and support staff

 

 

1,264

 

 

 

1,242

 

 

 

1,218

 

Other Business Segment Professionals and Support Staff:Other Business Segment Professionals and Support Staff:
Financial AdvisoryFinancial Advisory1,3911,4521,346
Asset ManagementAsset Management1,0931,1051,109
CorporateCorporate461476446

Total

 

 

2,846

 

 

 

2,771

 

 

 

2,719

 

Total3,3173,3893,255
____________________________________



(a)Includes reductions associated with the cost-saving initiatives as of June 30, 2023.
Operating Results

The Company’s quarterly revenue and profits can fluctuate materially depending on the number, size and timing of completed transactions on which it advised, as well as seasonality, the performance of equity markets and other factors. Accordingly, the revenue and profits in any particular quarter may not be indicative of future results. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended SeptemberJune 30, 20172023 versus SeptemberJune 30, 2016

2022

The Company reported net loss attributable to Lazard Group of $273 million, as compared to net income attributable to Lazard Group of $116 million, as compared to net income of $128$111 million in the 20162022 period.

Net revenue increased $16$5 million, or 3%1%, with operating revenue increasing $17decreasing $55 million, or 3%8%, as compared to the 20162022 period. Fee revenue from investment banking and other advisory activities decreased $38$53 million, or 11%13%, as compared to the 2016 period, primarily due to a decrease in M&A and Strategic Advisory revenue.2022 period. Asset management fees, including incentive fees, increased $47$3 million, or 19%1%, as compared to the 2016 period, primarily due to an increase in average AUM.2022 period. In the aggregate, interest income, other revenue and interest expense increased $7$56 million, as compared to the 20162022 period.

Compensation and benefits expense, which included $133 million associated with the cost-saving initiatives in 2023, increased $6$206 million, or 2%,57% as compared to the 2016 period, primarily associated with increased operating revenue.

2022 period.

Adjusted compensation and benefits expense (which excludes certain items and which we believe allows for improved comparability between periods, as described above) was $352$424 million, an increase of $7$29 million, or 2%7%, as compared to $345$395 million in the 20162022 period. The ratio of adjusted compensation and benefits expense to operating revenue was 56.1%68.4% for the 20172023 period, as compared to 56.5%58.6% for the 2016 period and 56.5% for full-year 2016.

2022 period.

Non-compensation expense increased $15$31 million, or 14%21%, as compared to the 20162022 period primarily due to expenses$10 million associated with the ERP system implementation and expenses related to office space reorganization, as well ascost saving initiatives in 2023, higher mutual fund service fees related to the growth in AUM and higher marketingtravel and business development and professional services expenses. Adjusted non-compensation expense which excludes non-compensation costs related to the ERP system implementation, office space reorganization and noncontrolling interests, increased $7$13 million, or 7%10%, as compared to the 20162022 period. The ratio of adjusted non-compensation expense to operating revenue was 17.7%22.9% for the 20172023 period, as compared to 17.0% in19.2% for the 20162022 period.

Amortization and other acquisition-related costs was substantially unchanged

The Company reported an operating loss of $105 million, as compared to operating income of $126 million in the 20162022 period.

Operating income

52


Earnings from operations decreased $4$96 million, or 3%64%, as compared to the 2016 period.

Earnings from operations increased $2 million, or 1%, as compared to the 20162022 period, and, as a percentage of operating revenue, was 26.2%,8.6% for the 2023 period, as compared to 26.6%22.2% in the 20162022 period.

The provision for income taxes reflects an effective tax rate of 18.8%(155.7)%, as compared to 14.5%15.3% for the 20162022 period. The change in the effective tax rate increased primarily dueprincipally relates to the changechanges in the geographic mix of earnings.

earnings inclusive of losses without tax benefits.

Net income attributable to noncontrolling interests increased $2reflected income of $4 million in the 2023 period as compared to a loss of $4 million in the 2022 period.
Six Months Ended June 30, 2023 versus June 30, 2022
The Company reported net loss attributable to Lazard Group of $287 million, as compared to the 2016 period.

Nine Months Ended September 30, 2017 versus September 30, 2016

The Company reported net income attributable to Lazard Group of $386 million, as compared to net income of $307$251 million in the 20162022 period.

Net revenue increased $323decreased $148 million, or 20%11%, with operating revenue increasing $312decreasing $227 million, or 19%17%, as compared to the 20162022 period. Fee revenue from investment banking and other advisory activities increased $156decreased $166 million, or 17%21%, as compared to the 2016 period, due to an increase in M&A and Strategic Advisory and Restructuring revenue.2022 period. Asset management fees, including incentive fees, increased $139decreased $51 million, or 19%9%, as compared to the 2016 period, primarily due to an increase in average AUM.2022 period. In the aggregate, interest income, other revenue and interest expense increased $28$69 million, as compared to the 2016 period, primarily due to gains in the 2017 period attributable to investments held in connection with LFI.

2022 period.

Compensation and benefits expense, which included $154 million associated with the cost-saving initiatives in 2023, increased $175$259 million, or 18%34%, as compared to the 2016 period, primarily associated with increased operating revenue.

2022 period.

Adjusted compensation and benefits expense (which excludes certain items and which we believe allows for improved comparability between periods, as described above) was $1,110$821 million, an increase of $161$20 million, or 17%3%, as compared to $949$801 million in the 20162022 period. The ratio of adjusted compensation and benefits expense to operating revenue was 56.3%71.7% for the 20172023 period, as compared to 57.2%58.4% for the 2016 period and 56.5% for full-year 2016.

2022 period.

Non-compensation expense increased $35$62 million, or 11%22%, as compared to the 20162022 period, primarily due to expenses$10 million associated with the ERP system implementation and expenses related to office space reorganization, as well ascost-saving initiatives in 2023, higher mutual fund service fees related to the growth in AUM and higher marketingtravel and business development expenses.expenses and professional services expenses, and continued investments in technology. Adjusted non-compensation expense which excludes non-compensation costs related to the ERP system implementation, office space reorganization and noncontrolling interests, increased $15$37 million, or 5%15%, as compared to the 20162022 period. The ratio of adjusted non-compensation expense to operating revenue was 16.8%24.7% for the 20172023 period, as compared to 19.0% in17.9% for the 20162022 period.

Amortization and other acquisition-related costs was substantially unchanged

The Company reported an operating loss of $180 million, as compared to operating income of $289 million in the 20162022 period.

Operating income increased $112

Earnings from operations decreased $284 million, or 31%87%, as compared to the 2016 period.

Earnings from operations increased $136 million, or 35%, as compared to the 20162022 period, and, as a percentage of operating revenue, was 26.9%,3.6% for the 2023 period, as compared to 23.7% in the 20162022 period.

The provision for income taxes reflects an effective tax rate of 17.3%(53.9)%, as compared to 13.6%12.1% for the 20162022 period. The change in the effective tax rate reflects the Company’s adoption of new accounting guidance on share-based incentive compensation and the changeprincipally relates to changes in the geographic mix of earnings. See Notes 2earnings inclusive of losses without tax benefits and 14the impact of Notes to Condensed Consolidated Financial Statements.

discrete items.

Net income attributable to noncontrolling interests increased $1$7 million or 13%, as compared to the 20162022 period.

Business Segments

The following is a discussion of net revenue and operating income for the Company’s segments: Financial Advisory, Asset Management and Corporate. Each segment’s operating expenses include (i) compensation and benefits expenses that are incurred directly in support of the segment 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 outsourcing, and indirect support costs (including compensation and benefits expense 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. Such support costs are allocated to the relevant segments based on various statistical drivers such as revenue, headcount, square footage and other factors.

Effective January 1, 2017, the Company’s reporting by geographic region was transitioned from the Company’s previously disclosed North America, Europe and rest of the world regions to the Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific.  Comparable prior year information has been recast to reflect our revised geographic presentation.

53


Financial Advisory

The following table summarizes the reported operating results attributable to the Financial Advisory segment:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

 

($ in thousands)

 

($ in thousands)

Net Revenue

 

$

305,890

 

 

$

343,488

 

 

$

1,052,206

 

 

$

896,467

 

Net Revenue$352,480 $405,940 $629,157 $795,842 

Operating Expenses(a)

 

 

243,421

 

 

 

257,561

 

 

 

814,068

 

 

 

718,366

 

436,239 315,477 762,658 610,441 

Operating Income

 

$

62,469

 

 

$

85,927

 

 

$

238,138

 

 

$

178,101

 

Operating Income, as a % of net revenue

 

 

20.4

%

 

 

25.0

%

 

 

22.6

%

 

 

19.9

%

Operating Income (Loss)Operating Income (Loss)$(83,759)$90,463 $(133,501)$185,401 
Operating Income (Loss), as a % of net revenueOperating Income (Loss), as a % of net revenue(23.8)%22.3 %(21.2)%23.3 %
________________________________________



(a)See Note 14 of Notes to Condensed Consolidated Financial Statements for information regarding cost-saving initiatives.
Certain Lazard fee and transaction statistics for the Financial Advisory segment are set forth below:

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Lazard Statistics:
Number of clients with fees greater than $1 million:
Financial Advisory7385140147
Percentage of total Financial Advisory net revenue
   from top 10 clients
41%40%28%31%
Number of M&A transactions completed with
   values greater than $500 million (a)
9251848

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Lazard Statistics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of clients with fees greater than $1 million:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Financial Advisory

 

 

77

 

 

 

74

 

 

 

229

 

 

 

200

 

M&A and Strategic Advisory

 

 

68

 

 

 

62

 

 

 

198

 

 

 

164

 

Percentage of total Financial Advisory net revenue from top 10

   clients

 

 

37

%

 

 

43

%

 

 

27

%

 

 

25

%

Number of M&A transactions completed with values greater than

   $500 million (a)

 

 

15

 

 

 

22

 

 

 

65

 

 

 

64

 


(a)

Source: Dealogic as of October 5, 2017.

(a)Source: Dealogic as of July 4, 2023.

The geographical distribution of Financial Advisory net revenue is set forth below in percentage terms and is based on the Lazard offices that generate Financial Advisory net revenue, which are located in the Americas (primarily in the U.S.(U.S. and Latin America), EMEA (primarily in the U.K., France, Germany, Italy and Spain) and the Asia Pacific region (primarily in Australia) and therefore may not be reflective of the geography in which the clients are located.

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Americas

 

 

61

%

 

 

57

%

 

 

59

%

 

 

59

%

Americas59 %63 %54 %57 %

EMEA

 

 

34

 

 

 

40

 

 

 

36

 

 

 

38

 

EMEA40 37 45 42 

Asia Pacific

 

 

5

 

 

 

3

 

 

 

5

 

 

 

3

 

Asia Pacific

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

Total100 %100 %100 %100 %

The Company’s managing directors and many of its professionals have significant experience, and many of them are able to use this experience to advise on M&A, restructuring and other strategic advisory matters, and restructuring transactions, depending on clients’ needs. This flexibility allows Lazard to better match its professionals with the counter-cyclical business cycles of mergers and acquisitions and restructurings. While Lazard measures revenue by practice area, Lazard does not separately measure the costs or profitability of M&A services as compared to restructuring or other services. Accordingly, Lazard measures performance in its Financial Advisory segment based on overall segment operating revenue and operating income margins.

54


Financial Advisory Results of Operations

Financial Advisory’s quarterly revenue and profits can fluctuate materially depending on the number, size and timing of completed transactions on which it advised, as well as seasonality and other factors. Accordingly, the revenue and profits in any particular quarter or period may not be indicative of future results. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended SeptemberJune 30, 20172023 versus SeptemberJune 30, 2016

2022

Financial Advisory net revenue decreased $38 million, or 11%, as compared to the 2016 period. M&A and Strategic Advisory net revenue was $253 million, a decrease of $39$53 million, or 13%, as compared to $292 million in the 2016 period. Restructuring revenue was $53 million, an increase of $2 million, or 3%, as compared to $51 million in the 20162022 period. The decrease in M&A and StrategicFinancial Advisory net revenue was primarily a result of a smallerdecrease in the number of M&A transactions completed with values greater than $500fees between $1 million and $5 million as compared to the 20162022 period. Clients
Operating expenses, which included $79 million associated with cost-saving initiatives in the aggregate represented a significant portion of our M&A and Strategic Advisory revenue in the 20172023 period, included Dow Chemical, Elis, L’Oreal, Lexmark International, Milestone AV Technologies and Reynolds American. Clients which in the aggregate represented a significant portion of our Restructuring revenue in the 2017 period included Gymboree and Toys “R” Us.

Operating expenses decreased $14increased $121 million, or 5%38%, as compared to the 2016 period, primarily due to a decrease in compensation associated with decreased operating revenue.

2022 period.

Financial Advisory operating incomeloss was $62$84 million a decrease of $24 million, or 27%, as compared to operating income of $86$90 million in the 20162022 period and, as a percentage of net revenue, was 20.4%(23.8)%, as compared to 25.0%22.3% in the 20162022 period.

Nine

Six Months Ended SeptemberJune 30, 20172023 versus SeptemberJune 30, 2016

2022

Financial Advisory net revenue increased $156decreased $167 million, or 17%21%, as compared to the 20162022 period. M&A and StrategicThe decrease in Financial Advisory net revenue was $823 million, an increaseprimarily a result of $93 million, or 13%, as compared to $730 milliona decrease in the 2016 period. Restructuring revenue was $229 million, an increasevalue of $63 million, or 38%, as compared to $166 million in the 2016 period. The increase in M&A and Strategic Advisory revenue was primarily due to an increase in the number of completed transactions involving fees greater than $1$10 million as compared to the 20162022 period.

Restructuring revenue

Operating expenses, which included $87 million associated with cost-saving initiatives in the 20172023 period, primarily reflected the closing of large assignments.

Operating expenses increased $96$152 million, or 13%25%, as compared to the 2016 period, primarily due to an increase in compensation associated with increased operating revenue.

2022 period.

Financial Advisory operating incomeloss was $238$134 million an increase of $60 million, or 34%, as compared to operating income of $178$185 million in the 20162022 period and, as a percentage of net revenue, was 22.6%(21.2)%, as compared to 19.9%23.3% in the 20162022 period.

Asset Management

Assets Under Management
AUM primarily consists of debt and equity instruments, which have a value that is readily available based on either prices quoted on a recognized exchange or prices provided by external pricing services.
Prices of equity and debt securities and other instruments that comprise our AUM are provided by well-recognized, independent, third-party vendors. Such third-party vendors rely on prices provided by external pricing services which are obtained from recognized exchanges or markets, or, for certain fixed income securities, from evaluated bids or other similarly sourced price.
Either directly, or through our third-party vendors, we perform a variety of regular due diligence procedures on our pricing service providers.
55


The following table shows the composition of AUM for the Asset Management segment:

 

As of

 

As of

 

September 30,

2017

 

 

December 31,

2016

 

June 30, 2023December 31, 2022

 

($ in millions)

 

($ in millions)

AUM by Asset Class:

 

 

 

 

 

 

 

 

AUM by Asset Class:

Equity:

 

 

 

 

 

 

 

 

Equity:

Emerging Markets

 

$

49,548

 

 

$

41,363

 

Emerging Markets$24,554 $21,557 

Global

 

 

40,505

 

 

 

30,567

 

Global51,602 46,861 

Local

 

 

40,761

 

 

 

36,243

 

Local51,223 47,504 

Multi-Regional

 

 

67,707

 

 

 

54,668

 

Multi-Regional57,346 51,473 

Total Equity

 

 

198,521

 

 

 

162,841

 

Total Equity184,725 167,395 

Fixed Income:

 

 

 

 

 

 

 

 

Fixed Income:

Emerging Markets

 

 

17,243

 

 

 

15,580

 

Emerging Markets9,196 8,944 

Global

 

 

4,213

 

 

 

3,483

 

Global11,347 11,029 

Local

 

 

4,447

 

 

 

4,245

 

Local6,008 5,352 

Multi-Regional

 

 

9,134

 

 

 

7,847

 

Multi-Regional19,300 18,061 

Total Fixed Income

 

 

35,037

 

 

 

31,155

 

Total Fixed Income45,851 43,386 

Alternative Investments

 

 

2,668

 

 

 

2,422

 

Alternative Investments3,959 3,812 
Other Alternative InvestmentsOther Alternative Investments2,713 

Private Equity

 

 

1,475

 

 

 

1,253

 

Private Equity1,387 1,038 

Cash Management

 

 

424

 

 

 

239

 

Cash Management705 494 

Total AUM

 

$

238,125

 

 

$

197,910

 

Total AUM$239,340 $216,125 


Total AUM at SeptemberJune 30, 20172023 was $238$239 billion, an increase of $40$23 billion, or 20%11%, as compared to total AUM of $198$216 billion at December 31, 2016, primarily2022 due to market and foreign exchange appreciation and net inflows. Average AUM for the three month and nine month periodsperiod ended SeptemberJune 30, 20172023 increased 16% and 14%, respectively,2% as compared to the three month period ended June 30, 2022 and ninedecreased 5%, as compared to the six month periodsperiod ended SeptemberJune 30, 2016, respectively.

2022.

As of SeptemberJune 30, 2017,2023, approximately 89%84% of our AUM was managed on behalf of institutional clients, including corporations, labor unions, public pension funds, insurance companies and banks, and through sub-advisory relationships, mutual fund sponsors, broker-dealers and registered advisors, compared to approximately 88%85% as of December 31, 2016.2022. As of SeptemberJune 30, 2017,2023, approximately 11%16% of our AUM was managed on behalf of individual client relationships, which arewas principally with family offices and individuals, compared to approximately 12% at15% as of December 31, 2016.

2022.

As of SeptemberJune 30, 2017,2023, AUM with foreign currency exposure represented approximately 74%63% of our total AUM as compared to 70%65% at December 31, 2016.2022. AUM with foreign currency exposure generally declines in value with the strengthening of the U.S. Dollar and increases in value as the U.S. Dollar weakens, with all other factors held constant.

56


The following is a summary of changes in AUM by asset class for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 2016:

 

 

Three Months Ended September 30, 2017

 

 

 

AUM

Beginning

Balance

 

 

Inflows (a)

 

 

Outflows (a)

 

 

Net

Flows

 

 

Market Value

Appreciation/

(Depreciation)

 

 

Foreign

Exchange

Appreciation/

(Depreciation)

 

 

AUM

Ending

Balance

 

 

 

($ in millions)

 

Equity

 

$

188,091

 

 

$

8,177

 

 

$

(8,769

)

 

$

(592

)

 

$

8,931

 

 

$

2,091

 

 

$

198,521

 

Fixed Income

 

 

33,165

 

 

 

1,478

 

 

 

(856

)

 

 

622

 

 

 

762

 

 

 

488

 

 

 

35,037

 

Other

 

 

4,505

 

 

 

139

 

 

 

(154

)

 

 

(15

)

 

 

23

 

 

 

54

 

 

 

4,567

 

Total

 

$

225,761

 

 

$

9,794

 

 

$

(9,779

)

 

$

15

 

 

$

9,716

 

 

$

2,633

 

 

$

238,125

 

(a)

Inflows in the Equity asset class were primarily attributable to the Global and Multi-Regional platforms, and inflows in the Fixed Income asset class were primarily attributable to the Emerging Markets platform. Outflows in the Equity asset class were primarily attributable to the Emerging Markets and Multi-Regional equity platforms, and outflows in the Fixed Income asset class were primarily attributable to the Emerging Markets platform.

 

 

Nine Months Ended September 30, 2017

 

 

 

AUM

Beginning

Balance

 

 

Inflows (a)

 

 

Outflows (a)

 

 

Net

Flows

 

 

Market Value

Appreciation/

(Depreciation)

 

 

Foreign

Exchange

Appreciation/

(Depreciation)

 

 

AUM

Ending

Balance

 

 

 

($ in millions)

 

Equity

 

$

162,841

 

 

$

28,468

 

 

$

(25,505

)

 

$

2,963

 

 

$

25,360

 

 

$

7,357

 

 

$

198,521

 

Fixed Income

 

 

31,155

 

 

 

4,293

 

 

 

(4,544

)

 

 

(251

)

 

 

2,457

 

 

 

1,676

 

 

 

35,037

 

Other

 

 

3,914

 

 

 

918

 

 

 

(677

)

 

 

241

 

 

 

252

 

 

 

160

 

 

 

4,567

 

Total

 

$

197,910

 

 

$

33,679

 

 

$

(30,726

)

 

$

2,953

 

 

$

28,069

 

 

$

9,193

 

 

$

238,125

 

(a)

Inflows in the Equity asset class were primarily attributable to the Multi-Regional, Global and Emerging Markets platforms, and inflows in the Fixed Income asset class were primarily attributable to the Emerging Markets and Multi-Regional platforms. Outflows in the Equity asset class were primarily attributable to the Multi-Regional, Global and Emerging Markets equity platforms, and outflows in the Fixed Income asset class were primarily attributable to the Emerging Markets and Multi-Regional platforms.

 

 

Three Months Ended September 30, 2016

 

 

 

AUM

Beginning

Balance

 

 

Inflows

 

 

Outflows

 

 

Net

Flows

 

 

Market Value

Appreciation/

(Depreciation)

 

 

Foreign

Exchange

Appreciation/

(Depreciation)

 

 

AUM

Ending

Balance

 

 

 

($ in millions)

 

Equity

 

$

156,572

 

 

$

7,661

 

 

$

(6,773

)

 

$

888

 

 

$

9,282

 

 

$

590

 

 

$

167,332

 

Fixed Income

 

 

30,577

 

 

 

3,061

 

 

 

(659

)

 

 

2,402

 

 

 

860

 

 

 

120

 

 

 

33,959

 

Other

 

 

4,716

 

 

 

114

 

 

 

(631

)

 

 

(517

)

 

 

(39

)

 

 

(11

)

 

 

4,149

 

Total

 

$

191,865

 

 

$

10,836

 

 

$

(8,063

)

 

$

2,773

 

 

$

10,103

 

 

$

699

 

 

$

205,440

 

2022:

Three Months Ended June 30, 2023
AUM
Beginning
Balance
InflowsOutflowsNet
Flows
Market Value
Appreciation/
(Depreciation)
Foreign
Exchange
Appreciation/
(Depreciation)
AUM
Ending
Balance
($ in millions)
Equity$178,628 $5,814 $(7,128)$(1,314)$8,097 $(686)$184,725 
Fixed Income45,461 1,758 (2,127)(369)708 51 45,851 
Other8,051 1,173 (487)686 32 (5)8,764 
Total$232,140 $8,745 $(9,742)$(997)$8,837 $(640)$239,340 

 

 

Nine Months Ended September 30, 2016

 

 

 

AUM

Beginning

Balance

 

 

Inflows

 

 

Outflows

 

 

Net

Flows

 

 

Market Value

Appreciation/

(Depreciation)

 

 

Foreign

Exchange

Appreciation/

(Depreciation)

 

 

AUM

Ending

Balance

 

 

 

($ in millions)

 

Equity

 

$

151,495

 

 

$

24,161

 

 

$

(21,497

)

 

$

2,664

 

 

$

10,427

 

 

$

2,746

 

 

$

167,332

 

Fixed Income

 

 

30,387

 

 

 

5,158

 

 

 

(4,463

)

 

 

695

 

 

 

2,155

 

 

 

722

 

 

 

33,959

 

Other

 

 

4,498

 

 

 

708

 

 

 

(1,202

)

 

 

(494

)

 

 

206

 

 

 

(61

)

 

 

4,149

 

Total

 

$

186,380

 

 

$

30,027

 

 

$

(27,162

)

 

$

2,865

 

 

$

12,788

 

 

$

3,407

 

 

$

205,440

 

Inflows in the Equity asset class were primarily attributable to the Multi-Regional and Global platforms, and inflows in the Fixed Income asset class were primarily attributable to the Multi-Regional and Global platforms. Outflows in the Equity asset class were primarily attributable to the Global, Multi-Regional and Local platforms, and outflows in the Fixed Income asset class were primarily attributable to the Multi-Regional and Global platforms.

As of October 20, 2017, AUM was $240.4

Six Months Ended June 30, 2023
AUM
Beginning
Balance
InflowsOutflowsNet
Flows
Market Value
Appreciation/
(Depreciation)
Foreign
Exchange
Appreciation/
(Depreciation)
AUM
Ending
Balance
($ in millions)
Equity$167,395 $12,841 $(14,417)$(1,576)$18,847 $59 $184,725 
Fixed Income43,386 5,110 (4,749)361 1,429 675 45,851 
Other5,344 4,454 (1,237)3,217 181 22 8,764 
Total$216,125 $22,405 $(20,403)$2,002 $20,457 $756 $239,340 
Inflows include approximately $3.9 billion related to a $2.3 billion increase since September 30, 2017. The increasewealth management acquisition.
Inflows in AUM was duethe Equity asset class were primarily attributable to market appreciation of $3.8 billion, partially offset by netthe Multi-Regional and Global platforms, and inflows in the Fixed Income asset class were primarily attributable to the Multi-Regional and Global platforms. Outflows in the Equity asset class were primarily attributable to the Global, Multi-Regional and Local platforms, and outflows of $0.8 billionin the Fixed Income asset class were primarily attributable to the Multi-Regional and foreign exchange depreciation of $0.7 billion.

Global platforms.

Three Months Ended June 30, 2022
AUM
Beginning
Balance
InflowsOutflowsNet
Flows
Market Value
Appreciation/
(Depreciation)
Foreign
Exchange
Appreciation/
(Depreciation)
AUM
Ending
Balance
($ in millions)
Equity$201,027 $7,089 $(10,987)$(3,898)$(20,701)$(6,154)$170,274 
Fixed Income44,984 1,940 (2,992)(1,052)(2,090)(1,913)39,929 
Other6,664 951 (650)301 (406)(136)6,423 
Total$252,675 $9,980 $(14,629)$(4,649)$(23,197)$(8,203)$216,626 
57


Six Months Ended June 30, 2022
AUM
Beginning
Balance
InflowsOutflowsNet
Flows
Market Value
Appreciation/
(Depreciation)
Foreign
Exchange
Appreciation/
(Depreciation)
AUM
Ending
Balance
($ in millions)
Equity$221,006 $13,205 $(23,801)$(10,596)$(32,340)$(7,796)$170,274 
Fixed Income46,286 4,495 (5,698)(1,203)(2,832)(2,322)39,929 
Other6,447 1,722 (1,097)625 (470)(179)6,423 
Total$273,739 $19,422 $(30,596)$(11,174)$(35,642)$(10,297)$216,626 
Average AUM for the three month and ninesix month periods ended SeptemberJune 30, 20172023 and 20162022 for each significant asset class is set forth below. Average AUM generally represents the average of the monthly ending AUM balances for the period.

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

 

($ in millions)

 

($ in millions)

Average AUM by Asset Class:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average AUM by Asset Class:

Equity

 

$

195,131

 

 

$

163,462

 

 

$

183,630

 

 

$

157,093

 

Equity$181,066 $181,343 $178,218 $192,695 

Fixed Income

 

 

33,907

 

 

 

32,908

 

 

 

32,750

 

 

 

31,212

 

Fixed Income45,881 42,171 45,533 43,993 

Alternative Investments

 

 

2,881

 

 

 

3,280

 

 

 

2,760

 

 

 

3,414

 

Alternative Investments4,074 4,374 4,035 4,387 
Other Alternative InvestmentsOther Alternative Investments2,657 1,772 

Private Equity

 

 

1,458

 

 

 

944

 

 

 

1,342

 

 

 

913

 

Private Equity963 1,259 933 1,263 

Cash Management

 

 

431

 

 

 

434

 

 

 

358

 

 

 

357

 

Cash Management711 1,015 619 925 

Total Average AUM

 

$

233,808

 

 

$

201,028

 

 

$

220,840

 

 

$

192,989

 

Total Average AUM$235,352 $230,162 $231,110 $243,263 

The following table summarizes the reported operating results attributable to the Asset Management segment:

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
($ in thousands)
Net Revenue$288,313 $289,151 $572,357 $627,652 
Operating Expenses (a)269,219 232,546 517,270 474,062 
Operating Income$19,094 $56,605 $55,087 $153,590 
Operating Income, as a % of net revenue6.6 %19.6 %9.6 %24.5 %

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

($ in thousands)

 

Net Revenue

 

$

320,487

 

 

$

267,725

 

 

$

913,728

 

 

$

767,610

 

Operating Expenses

 

 

217,233

 

 

 

185,753

 

 

 

621,885

 

 

 

543,616

 

Operating Income

 

$

103,254

 

 

$

81,972

 

 

$

291,843

 

 

$

223,994

 

Operating Income, as a % of net revenue

 

 

32.2

%

 

 

30.6

%

 

 

31.9

%

 

 

29.2

%

(a) See Note 14 of Notes to Condensed Consolidated Financial Statements for information regarding cost-saving initiatives.

58


The geographical distribution of Asset Management net revenue is set forth below in percentage terms, and is based on the Lazard offices that manage and distribute the respective AUM amounts. Such geographical distribution may not be reflective of the geography of the investment products or clients.

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

Three Months Ended
June 30,
Six Months Ended
June 30,

 

2017

 

 

2016

 

 

2017

 

 

2016

 

2023202220232022

Americas

 

 

59

%

 

 

61

%

 

 

58

%

 

 

60

%

Americas43 %48 %42 %47 %

EMEA

 

 

31

 

 

 

29

 

 

 

32

 

 

 

29

 

EMEA45 40 45 42 

Asia Pacific

 

 

10

 

 

 

10

 

 

 

10

 

 

 

11

 

Asia Pacific12 12 13 11 

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

Total100 %100 %100 %100 %


Asset Management Results of Operations

Asset Management’s quarterly revenue and profits in any particular quarter or period may not be indicative of future results and may fluctuate based on the performance of the equity and other capital markets. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended SeptemberJune 30, 20172023 versus SeptemberJune 30, 2016

2022

Asset Management net revenue increased $52decreased $1 million or 20%, as compared to the 20162022 period. Management fees and other revenue was $317 million, an increase of $50 million, or 19%,remained substantially the same as compared to $267 million in the 2016 period, primarily due to an increase in average AUM.2022 period. Incentive fees were $3$6 million, an increasea decrease of $2$1 million as compared to $1$7 million in the 20162022 period.

Operating expenses, which included $37 million associated with cost-saving initiatives in the 2023 period, increased $31$37 million, or 17%16%, as compared to the 2016 period, primarily due to increases in compensation associated with increased operating revenue.

2022 period.

Asset Management operating income was $103$19 million, an increasea decrease of $21$38 million, or 26%66%, as compared to operating income of $82$57 million in the 20162022 period and, as a percentage of net revenue, was 32.2%6.6%, as compared to 30.6%19.6% in the 20162022 period.

Nine

Six Months Ended SeptemberJune 30, 20172023 versus SeptemberJune 30, 2016

2022

Asset Management net revenue increased $146decreased $55 million, or 19%9%, as compared to the 20162022 period. Management fees and other revenue was $887$561 million, an increasea decrease of $123$34 million, or 16%6%, as compared to $764$595 million in the 20162022 period primarily due to an increasea decrease in average AUM. Incentive fees were $27$11 million, an increasea decrease of $23$21 million as compared to $4$33 million in the 20162022 period.

Operating expenses, which included $48 million associated with cost-saving initiatives in the 2023 period, increased $78$43 million, or 14%9%, as compared to the 2016 period, primarily due to increases in compensation associated with increased operating revenue.

2022 period.

Asset Management operating income was $292$55 million, an increasea decrease of $68$99 million, or 30%64%, as compared to operating income of $224$154 million in the 20162022 period and, as a percentage of net revenue, was 31.9%9.6%, as compared to 29.2%24.5% in the 20162022 period.

59


Corporate

The following table summarizes the reported operating results attributable to the Corporate segment:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

($ in thousands)

 

Interest Income

 

$

1,706

 

 

$

751

 

 

$

3,731

 

 

$

2,450

 

Interest Expense

 

 

(13,976

)

 

 

(12,918

)

 

 

(41,290

)

 

 

(38,238

)

Net Interest (Expense)

 

 

(12,270

)

 

 

(12,167

)

 

 

(37,559

)

 

 

(35,788

)

Other Revenue (Expense)

 

 

9,664

 

 

 

8,831

 

 

 

33,899

 

 

 

10,903

 

Net Revenue (Expense)

 

 

(2,606

)

 

 

(3,336

)

 

 

(3,660

)

 

 

(24,885

)

Operating Expenses (Credit)

 

 

17,923

 

 

 

14,930

 

 

 

52,869

 

 

 

16,196

 

Operating Income (Loss)

 

$

(20,529

)

 

$

(18,266

)

 

$

(56,529

)

 

$

(41,081

)

Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
($ in thousands)
Interest Income$3,234 $1,868 $10,206 $2,934 
Interest Expense(18,749)(19,061)(37,530)(38,123)
Net Interest Expense(15,515)(17,193)(27,324)(35,189)
Other Revenue (Loss)18,133 (39,635)11,093 (55,457)
Net Revenue (Loss)2,618 (56,828)(16,231)(90,646)
Operating Expenses (Credits) (a)43,110 (36,189)84,923 (41,119)
Operating Loss$(40,492)$(20,639)$(101,154)$(49,527)
______________________________________

(a) See Note 14 of Notes to Condensed Consolidated Financial Statements for information regarding cost-saving initiatives.
Corporate Results of Operations

Corporate operating results in any particular quarter or period may not be indicative of future results and may fluctuate based on a variety of factors. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended SeptemberJune 30, 20172023 versus SeptemberJune 30, 2016

2022

Net interest expense was substantially unchanged as compared to the 2016 period.

Other revenue increased $1decreased $2 million as compared to the 20162022 period.


Operating expenses increased $3 million as compared to the 2016 period, primarily related to office space reorganization.

Nine Months Ended September 30, 2017 versus September 30, 2016

Net interest expense increased $2 million, or 5%, as compared to the 2016 period.

Other revenue increased $23 million as compared to the 2016 period, primarily due towas positively impacted by gains in the 2017 period attributable to investments held in connection with LFI.

LFI in the 2023 period, as compared to losses in the 2022 period.

Operating expenses increased $37$79 million as compared to the 20162022 period, primarily due to an increase$28 million associated with cost-saving initiatives in compensationthe 2023 period, and benefits expense, including an increasecharges in chargesthe 2023 period as compared to credits in the 2022 period pertaining to LFI.

Six Months Ended June 30, 2023 versus June 30, 2022
Net interest expense decreased $8 million as compared to the 2022 period.
Other revenue was positively impacted by gains attributable to investments held in connection with LFI in the 2023 period, as compared to losses in the 2022 period. Such gains in the 2023 period were partially offset by losses incurred from the impairment of equity method investments and the liquidation of LGAC in February 2023.
Operating expenses increased $126 million as compared to the 2022 period primarily due to $28 million associated with cost-saving initiatives in the 2023 period, and charges in the 2023 period as compared to credits in the 2022 period pertaining to LFI.
Cash Flows

The Company’s cash flows are influenced primarily by the timing of the receipt of Financial Advisory and Asset Management fees, the timing of distributions to members, payments of incentive compensation to managing directors and employees and purchases of Lazard Ltd Class A common stock.
M&A and Strategic Advisoryother advisory and Asset Management fees are generally collected within 60 days of billing, while Restructuring fee collections may extend beyond 60 days, particularly those that involve bankruptcies with court-ordered
60


holdbacks. Fees from our Private Capital Advisory (which we historically referred to as Private Fund Advisory) activities are generally collected over a four-year period from billing and typically include an interest component.

The Company makes cash payments for or in respect of, a significant portion of its incentive compensation during the first three months of each calendar year with respect to the prior year’s results.

Summary of Cash Flows:

Six Months Ended
June 30,
20232022
($ in millions)
Cash Provided By (Used In):
Operating activities:
Net income (loss)$(276)$254 
Adjustments to reconcile net income to net cash provided by operating activities (a)345 270 
Other operating activities (b)(277)(435)
Net cash provided by (used in) operating activities(208)89 
Investing activities(22)(19)
Financing activities (c)(1,200)(89)
Effect of exchange rate changes17 (208)
Net Decrease in Cash and Cash Equivalents and Restricted Cash(1,413)(227)
Cash and Cash Equivalents and Restricted Cash (d):
Beginning of Period2,585 3,401 
End of Period$1,172 $3,174 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

 

($ in millions)

 

Cash Provided By (Used In):

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

392

 

 

$

312

 

Adjustments to reconcile net income to net cash provided by operating activities (a)

 

 

311

 

 

 

298

 

Other operating activities (b)

 

 

(8

)

 

 

(276

)

Net cash provided by (used in) operating activities

 

 

695

 

 

 

334

 

Investing activities

 

 

(15

)

 

 

(21

)

Financing activities (c)

 

 

(635

)

 

 

(506

)

Effect of exchange rate changes

 

 

66

 

 

 

-

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

 

111

 

 

 

(193

)

Cash and Cash Equivalents:

 

 

 

 

 

 

 

 

Beginning of Period

 

 

1,131

 

 

 

1,026

 

End of Period

 

$

1,242

 

 

$

833

 

(a)

Consists of the following:

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

 

($ in millions)

 

Depreciation and amortization of property

 

$

23

 

 

$

25

 

Amortization of deferred expenses and stock units

 

 

284

 

 

 

276

 

Deferred tax provision (benefit)

 

 

2

 

 

 

(5

)

Amortization and other acquisition-related costs

 

 

2

 

 

 

2

 

Total

 

$

311

 

 

$

298

 

(b)

Includes net changes in operating assets and liabilities.

(a)Consists of the following:

Six Months Ended
June 30,
20232022
($ in millions)
Depreciation and amortization of property$22 $21 
Noncash lease expense32 32 
Amortization of deferred expenses and share-based incentive
   compensation
249 212 
Deferred tax provision (benefit)(6)
Impairment of equity method investments and other receivables23 
Impairment of assets associated with cost-saving initiatives
Loss on LGAC liquidation18 
Total$345 $270 

(c)

Consists primarily of purchases of shares of Lazard Ltd Class A common stock, tax withholdings related to the settlement of vested restricted stock units (“RSUs”), vested restricted stock awards and vested PRSUs, and distributions to members and noncontrolling interest holders.

(b)Includes net changes in operating assets and liabilities.

(c)Consists primarily of purchases of shares of common stock, tax withholdings related to the settlement of vested RSUs, vested RSAs and vested PRSUs, changes in customer deposits, distributions to members and noncontrolling interest holders, and in 2023, distributions to redeemable noncontrolling interests associated with LGAC's redemption of all its outstanding Class A ordinary shares.
(d)Consists of cash and cash equivalents, deposits with banks and short-term investments and restricted cash.
61


Liquidity and Capital Resources

The Company’s liquidity and capital resources are derived from operating activities, financing activitiesmultiple sources as described in “—Sources and equity offerings.

Operating Activities

Uses of Liquidity”.

Sources and Uses of Liquidity
Net revenue, operating income and cash receipts fluctuate significantly between periods.periods and could be affected by various risks and uncertainties. In the case of Financial Advisory, fee receipts are generally dependent upon the successful completion of client transactions, the occurrence and timing of which is irregular and not subject to Lazard’s control.


Liquidity is significantly impacted by cash payments for or in respect of, incentive compensation, a significant portion of which are made during the first three months of the year. As a consequence, cash on hand generally declines in the beginning of the year and gradually builds over the remainder of the year. We expect this seasonal pattern of cash flow to continue. We also pay certain tax advances during the year on behalf of ourcertain managing directors, which serve to reduce their respective incentive compensation payments. We expect this seasonal patternAdditionally, we anticipate payments in August 2023 with respect to deferred cash awards and throughout the year relating to severance and other employee termination costs associated with the cost-saving initiatives (See Note 14 of cash flowNotes to continue.

Condensed Consolidated Financial Statements).


Liquidity is also affected by the level of deposits and other customer payables, principally at LFB. To the extent that such deposits and other customer payables rise or fall, this has a corresponding impact on liquidity held at LFB, with the majority of such amounts generally being recorded in “deposits with banks and short-term investments”, or in “investments” for interest-bearing deposits having original maturities of greater than three months.. In the first nine monthshalf of 2017,2023, as reflected on the condensed consolidated statements of financial condition, both “deposits with banks and short-term investments” and “deposits and other customer payables” increaseddecreased as compared to December 31, 2016, due to a higher2022, and reflect the level of LFB customer-related demand deposits, primarily from clients and funds managed by LFG.

Lazard’s condensed consolidated financial statements are presented in U.S. Dollars. Many of Lazard’s non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than the U.S. Dollar, generally the currency of the country in which such subsidiaries are domiciled. Such subsidiaries’ assets and liabilities are translated into U.S. Dollars at the respective balance sheet date exchange rates, while revenue and expenses are translated at average exchange rates during the year based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary’s functional currency are reported as a component of members’ equity. Foreign currency remeasurement gains and losses on transactions in non-functional currencies are included on the condensed consolidated statements of operations.

We regularly monitor our liquidity position, including cash levels, lease obligations, investments, credit lines, principal investment commitments, interest and principal payments on debt, capital expenditures, distributions to members, purchases of shares of Lazard Ltd Class A common stock and matters relating to liquidity and to compliance with regulatory net capital requirements. At SeptemberJune 30, 2017,2023, Lazard had approximately $1,242$690 million of cash, with such amount including approximately $606$414 million held at Lazard’s operations outside the U.S. Since Lazard provides for U.S. income taxes on substantially all of its unrepatriated foreign earnings, weearnings. We expect that no material amount of additional U.S. income taxes would be recognized upon receipt of dividends or distributions of such earnings from our foreign operations.

We maintain lines of credit in excess of anticipated liquidity requirements.

As of SeptemberJune 30, 2017,2023, the Company’s remaining lease obligations were $41 million for 2023 (July 1 through December 31), $152 million from 2024 through 2025, $124 million from 2026 through 2027 and $281 million through 2033.
As of June 30, 2023, Lazard had approximately $175$209 million in unused lines of credit available to it, including a $150$200 million, five-year, senior revolving credit facility with a group of lenders that expires in September 2020 (the “Amendedunder the Second Amended and Restated Credit Agreement”) (see “—Financing Activities” below) and unused lines of credit available to LFB of approximately $24 million (at September 30, 2017 exchange rates).

Agreement.

The Second Amended and Restated Credit Agreement contains customary terms and conditions, including limitations on consolidations, mergers, indebtedness and certain payments, as well as financial condition covenants relating to leverage and interest coverage ratios. Lazard Group’s obligations under the Second Amended and Restated Credit Agreement may be accelerated upon customary events of default, including non-payment of principal or interest, breaches of covenants, cross-defaults to other material debt, a change in control and specified bankruptcy events.

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 internationally recognized credit agency.

As long as the lenders’ commitments remain in effect, any loan pursuant to the Second Amended and Restated Credit Agreement remains outstanding and unpaid or any other amount is due to the lending bank group, the Second Amended and Restated Credit Agreement includes financial covenants that require that Lazard Group not permit (i) its Consolidated Leverage Ratio (as defined in the Second Amended and Restated Credit Agreement) for the 12-month period ending on the last day of any fiscal quarter to be greater than 3.25 to 1.00, provided that the Consolidated Leverage Ratio may be greater than 3.25 to 1.00 for four (consecutive or nonconsecutive) quarters so long as it is not greater than 3.50 to 1.00 on the last day of any such quarter, or (ii) its Consolidated Interest Coverage Ratio (as defined in the Second Amended and Restated Credit Agreement) for the 12-month period ending on the last day of any fiscal quarter to be less than 3.00 to 1.00. For the 12-month period ended June 30, 2023, Lazard Group was in compliance with such ratios, with its

Financing Activities

62


Consolidated Leverage Ratio being 2.21 to 1.00 and its Consolidated Interest Coverage Ratio being 13.53 to 1.00. In any event, no amounts were outstanding under the Second Amended and Restated Credit Agreement as of June 30, 2023.

In addition, the Second Amended and Restated Credit Agreement contains certain other covenants (none of which relate to financial condition), events of default and other customary provisions. At June 30, 2023, the Company was in compliance with all of these provisions.

Lazard’s annual cash flow generated from operations historically has been sufficient to enable it to meet its annual obligations. We believe that the sources of liquidity described above should be sufficient for us to fund our current obligations for the next 12 months.
See also Notes 10, 12, 13 and 15 of Notes to Condensed Consolidated Financial Statements regarding information in connection with commitments, incentive plans, employee benefit plans and income taxes.
Senior Debt
The table below sets forth our corporate indebtedness as of SeptemberJune 30, 20172023 and December 31, 2016.2022. The agreements with respect to this indebtedness are discussed in more detail in our condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Form 10-K.

 

 

 

 

Outstanding as of

 

 

 

 

 

September 30, 2017

 

 

December 31, 2016

 

Senior Debt

 

Maturity

Date

 

Principal

 

 

Unamortized

Debt Costs

 

 

Carrying

Value

 

 

Principal

 

 

Unamortized

Debt Costs

 

 

Carrying

Value

 

 

 

 

 

($ in millions)

 

Lazard Group 2020 Senior Notes

 

2020

 

$

500.0

 

 

$

2.9

 

 

$

497.1

 

 

$

500.0

 

 

$

3.6

 

 

$

496.4

 

Lazard Group 2025 Senior Notes

 

2025

 

 

400.0

 

 

 

3.5

 

 

 

396.5

 

 

 

400.0

 

 

 

3.8

 

 

 

396.2

 

Lazard Group 2027 Senior Notes

 

2027

 

 

300.0

 

 

 

3.7

 

 

 

296.3

 

 

 

300.0

 

 

 

4.0

 

 

 

296.0

 

 

 

 

 

$

1,200.0

 

 

$

10.1

 

 

$

1,189.9

 

 

$

1,200.0

 

 

$

11.4

 

 

$

1,188.6

 

Outstanding as of
June 30, 2023December 31, 2022
Senior DebtMaturityPrincipalUnamortized
Debt Costs
Carrying
Value
PrincipalUnamortized
Debt Costs
Carrying
Value
($ in millions)
Lazard Group 2025
   Senior Notes
2025$400.0 $0.8 $399.2 $400.0 $1.0 $399.0 
Lazard Group 2027
   Senior Notes
2027300.0 1.4 298.6 300.0 1.6 298.4 
Lazard Group 2028
  Senior Notes
2028500.0 4.4 495.6 500.0 4.9 495.1 
Lazard Group 2029
  Senior Notes
2029500.0 4.4 495.6 500.0 4.8 495.2 
$1,700.0 $11.0 $1,689.0 $1,700.0 $12.3 $1,687.7 

Lazard’s annual cash flow generated from operations historically has been sufficient to enable it to meet its annual obligations. We believe that our cash flows from operating activities, along with the use of our credit lines as needed, should be sufficient for us to fund our current obligations for the next 12 months.

As long as the lenders’ commitments remain in effect, any loan pursuant to the Amended and Restated Credit Agreement remains outstanding and unpaid or any other amount is due to the lending bank group, the Amended and Restated Credit Agreement includes financial covenants that require that Lazard Group not permit (i) its Consolidated Leverage Ratio (as defined in the Amended and Restated Credit Agreement) for the 12-month period ending on the last day of any fiscal quarter to be greater than 3.25 to 1.00 or (ii) its Consolidated Interest Coverage Ratio (as defined in the Amended and Restated Credit Agreement) for the 12-month period ending on the last day of any fiscal quarter to be less than 3.00 to 1.00. For the 12-month period ended September 30, 2017, Lazard Group was in compliance with such ratios, with its Consolidated Leverage Ratio being 1.15 to 1.00 and its Consolidated Interest Coverage Ratio being 20.44 to 1.00. In any event, no amounts were outstanding under the Amended and Restated Credit Agreement as of September 30, 2017.

In addition, the Amended and Restated Credit Agreement,

The indenture and supplemental indentures relating to Lazard Group’s senior notes contain certain other covenants (none of which relate to financial condition), events of default and other customary provisions. At SeptemberJune 30, 2017,2023, the Company was in compliance with all of these provisions. We may, to the extent required and subject to restrictions contained in our financing arrangements, use other financing sources, which may cause us to be subject to additional restrictions or covenants.

See Note 9 of Notes to Condensed Consolidated Financial Statements for additional information regarding senior debt.

63


Members’ Equity

At SeptemberJune 30, 2017,2023, total members’equitymembers’ equity was $778$78 million, as compared to $736$467 million at December 31, 2016,2022, including $718$36 million and $679$358 million attributable to Lazard Group on the respective dates. The net activity in members’ equity during the ninesix month period ended SeptemberJune 30, 20172023 is reflected in the table below (in millions of dollars):

Members’ Equity - January 1, 2017

 

$

736

 

Adjustment for the cumulative effect on prior years from the adoption of new

   accounting guidance related to share-based incentive compensation

 

 

5

 

Balance, as adjusted, January 1, 2017

 

 

741

 

Increase (decrease) due to:

 

 

 

 

Net income

 

 

392

 

Other comprehensive income

 

 

46

 

Amortization of share-based incentive compensation

 

 

221

 

Purchase of Lazard Ltd Class A common stock

 

 

(253

)

Settlement of share-based incentive compensation (a)

 

 

(67

)

Distributions to members and noncontrolling interests, net

 

 

(298

)

Other - net

 

 

(4

)

Members’ Equity - September 30, 2017

 

$

778

 

(a)

The tax withholding portion

Members’ Equity - January 1, 2023$467 
Increase (decrease) due to:
Net loss (a)(285)
Other comprehensive income14 
Amortization of share-based incentive compensation151 
Purchase of common stock(99)
Settlement of share-based incentive compensation is settled in cash, not shares.

(b)
(49)
Distributions to members and noncontrolling interests(78)
LFI Consolidated Funds(74)
Reversal to net loss of amounts previously charged
   to members' equity and noncontrolling interests
18 
Reversal of deferred offering costs liability20 
Other - net(7)
Members’ Equity - June 30, 2023$78 



(a)Excludes net income associated with redeemable noncontrolling interests of $9 million in 2023.
(b)The tax withholding portion of share-based compensation is settled in cash, not shares.
The Board of Directors of Lazard has issued a series of authorizations to repurchase Lazard Ltd Class A common stock, which help offset the dilutive effect of our share-based incentive compensation plans. During a given year Lazard Ltd intends to repurchase at least as many shares as it expects to ultimately issue pursuant to such compensation plans in respect of year-end incentive compensation attributable to the prior year. The rate at which Lazard Ltd purchases shares in connection with this annual objective may vary from quarterperiod to quarterperiod due to a variety of factors. Purchases with respect to such program are set forth in the table below:

Nine Months Ended September 30:

 

Number of

Shares

 

 

Average

Price Per

Share

 

2016

 

 

6,656,250

 

 

$

34.38

 

2017

 

 

5,838,520

 

 

$

43.25

 

Six Months Ended June 30:Number of
Shares Purchased
Average
Price Per
Share
202210,598,882$35.40 
20232,697,627$36.73 

As of SeptemberJune 30, 2017,2023, a total of $103$203 million of share repurchase authorization remained available under Lazard Ltd’s share repurchase program, which will expire on December 31, 2018.

In addition, on October 25, 2017, the Board of Directors of Lazard authorized the repurchase of up to $200 million of additional shares of Lazard Ltd’s Class A common stock, which authorization will expire on December 31, 2019.

2024.

During the ninesix month period ended SeptemberJune 30, 2017,2023, 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.

The Company plans to continue to deploy excess cash and may do so in a variety of ways, which may include repurchasing outstanding shares of Lazard Ltd Class A common stock, distributions to members and noncontrolling interest holders and repurchasing its outstanding debt.

See Notes 11 and 12 of Notes to Condensed Consolidated Financial Statements for additional information regarding Lazard’s members’ equity and incentive plans, respectively.

Regulatory Capital

We actively monitor our regulatory capital base. Our principal subsidiaries are subject to regulatory requirements in their respective jurisdictions to ensure their general financial soundness and liquidity, which require, among other things, that we comply with rules regarding certain minimum capital requirements, record-keeping, reporting procedures, relationships with customers, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 1617 of Notes to
64


Condensed Consolidated Financial Statements for further information. These regulations differ in the U.S., the U.K., France and other countries in which we operate. Our capital structure is designed to provide each of our subsidiaries with capital and liquidity consistent with its business and regulatory requirements. For a discussion of regulations relating to us, see Item 1, “Business—Regulation” included in our Form 10-K.

Contractual Obligations

The following table sets forth information relating to Lazard’s contractual obligations as of September 30, 2017:

 

 

Contractual Obligations Payment Due by Period

 

 

 

Total

 

 

Less than

1 Year

 

 

1-3 Years

 

 

3-5 Years

 

 

More than

5 Years

 

 

 

($ in thousands)

 

Senior debt (including interest) (a)

 

$

1,489,479

 

 

$

47,125

 

 

$

94,250

 

 

$

562,375

 

 

$

785,729

 

Operating leases (exclusive of $42,410 of

   committed sublease income)

 

 

813,656

 

 

 

84,656

 

 

 

144,277

 

 

 

130,499

 

 

 

454,224

 

Investment capital funding commitments (b)

 

 

10,085

 

 

 

10,085

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (c)

 

$

2,313,220

 

 

$

141,866

 

 

$

238,527

 

 

$

692,874

 

 

$

1,239,953

 

(a)

See Note 9 of Notes to Condensed Consolidated Financial Statements.

(b)

Unfunded commitments to private equity investments consolidated but not owned by Lazard of $5,915 are excluded. Such commitments are required to be funded by capital contributions from noncontrolling interest holders. See Note 5 of Notes to Condensed Consolidated Financial Statements. These amounts are generally due on demand and therefore are presented in the “less than 1 year” category.


(c)

The table above excludes contingent obligations, as well as any possible payments for uncertain tax positions given the inability to make a reasonably reliable estimate of the timing of the amounts of any such payments. See also Notes 10, 12, 13 and 14 of Notes to Condensed Consolidated Financial Statements regarding information in connection with commitments, incentive plans, employee benefit plans and income taxes, respectively.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our condensed consolidated financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in conformity with U.S. GAAP.

The preparation of Lazard’s condensed consolidated financial statements, in conformity with U.S. GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, Lazard evaluates its estimates, including those related to revenue recognition, the allowance for credit losses, compensation liabilities, income taxes investing activities and goodwill. Lazard bases these estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, including judgments regarding the carrying values of assets and liabilities, that are not readily apparent from other sources. Actual results may differ from these estimates.

Lazard believes that the

The following is a description of Lazard’s critical accounting policies set forth below comprise the most significant estimates and judgments used in the preparation of its condensed consolidated financial statements.

Revenue Recognition

Lazard generates substantially all of its net revenue from providing Financial Advisory and Asset Management services to clients. Lazard recognizes revenue whenin accordance with the following criteria are met:

there is persuasive evidencein Note 2 of an arrangement with a client;

Notes to Consolidated Financial Statements in our Form 10-K.

Assessment of these criteria requires the agreed-upon services have been provided;

fees are fixed or determinable;application of judgment in determining the timing and

collection is reasonably assured.

The Company earns performance-based incentive fees on various investment products, amount of revenue recognized, including traditional products and alternative investment funds such as hedge funds and private equity funds. See “Financial Statement Overview” for a descriptionthe probability of our revenue recognition policies on such fees.

If, in Lazard’s judgment, collection of a fee is not probable, Lazard will not recognize revenue until the uncertainty is removed. fees.

Allowance for Credit Losses
We maintain an allowance for doubtful accountscredit losses to provide coverage for estimated losses from our receivables. We determine the adequacy of the allowance under the current expected credit losses (“CECL”) guidance by (i) applying a bad debt charge-off rate based on historical charge-off experience; (ii) estimating the probability of loss based on our analysis of the client’s creditworthiness and specifically reserve against exposures where we determine the receivables are impaired,uncollectible, which may include situations where a fee is in dispute or litigation has commenced.

With respectcommenced; and (iii) performing qualitative assessments to fees receivable from Financial Advisory activities, such receivables are generally deemed past due when they are outstanding 60 days from the date of invoice. However, some Financial Advisory transactions include specific contractual payment termsmonitor economic risks that may vary from one month to fourrequire additional adjustments.

The allowance for credit losses involves judgment including incorporation of historical loss experience and assessment of risk characteristics of our clients. The bad debt charge-off rate based on historical charge-off experience was an average annual rate estimated using the most recent two years (as isof charge-off data. When assessing risk characteristics of individual clients, we considered the case formacroeconomic environment in the local market, our Private Capital Advisory fees) followingcollection experience and recent communication with the invoice date or may be subject to court approval (as isclient, as well as any potential future engagement with the case with restructuring assignments that include bankruptcy proceedings). In such cases, receivables are deemed past due when payment is not received by the agreed-upon contractual date or the court approval date, respectively. Financial Advisory fee receivables past due in excess of 180 days are fully provided for unless there is evidence that the balance is collectible. Asset Management fees are deemed past due and fully provided for when such receivables are outstanding 12 months after the invoice date. Notwithstanding our policy for receivables past due, we specifically reserve against exposures relating to Financial Advisory and Asset Management fees where we determine receivables are impaired.

client.

Compensation Liabilities

Annual discretionary compensation represents a significant portion of our annual compensation and benefits expense. We allocate the estimated amount of such annual discretionary compensation to interim periods in proportion to the amount of operating revenue earned in such periods based on an assumedestimated annual ratio of awarded compensation and benefits expense to operating revenue. See “Financial Statement Overview—Operating Expenses” for more information on our periodic compensation and benefits expense.


Income Taxes

As part of the process of preparing our consolidated financial statements, we estimate our income taxes for each of our tax-paying entities in its respective jurisdiction. In addition to estimating actual current tax liabilities for these jurisdictions, we also must account for the tax effects of differences between the financial reporting and tax reporting of items, such as basis adjustments, compensation and benefits expense, and depreciation and amortization. Differences which are temporary in nature result in deferred tax assets and liabilities. Significant judgment is required in determining our
65


provision for income taxes, our deferred tax assets and liabilities, any valuation allowance recorded against our deferred tax assets and our unrecognized tax benefits.

We recognize a deferred tax asset if it is more likely than not (defined as a likelihood of greater than 50%) that a tax benefit will be accepted by athe relevant taxing authority. The measurement of deferred tax assets and liabilities is based upon currently enacted tax rates in the applicable jurisdictions. At December 31, 2016,2022, on a consolidated basis, we recorded gross deferred tax assets of approximately $138$149 million, with such amount partially offset by a valuation allowance of approximately $55$80 million (as described below).

Subsequent to the initial recognition of deferred tax assets, we also must continually assess the likelihood that such deferred tax assets will be realized. If we determine that we may not fully derive the benefit from a deferred tax asset, we consider whether it would be appropriate to apply a valuation allowance against the applicable deferred tax asset, taking into account all available information. The ultimate realization of a deferred tax asset for a particular entity depends, among other things, on the generation of taxable income by such entity in the applicable jurisdiction.

We consider multiple possible sources of taxable income when assessing a valuation allowance against a deferred tax asset, including:

future reversalsasset. See Note 2 of existing taxable temporary differences;

futureNotes to Consolidated Financial Statements in our Form 10-K for additional information on sources of taxable income, exclusive of reversing temporary differences and carryforwards;

taxable income in prior carryback years; and

tax-planning strategies.

The assessment regardingthe information considered when assessing whether a valuation allowance is required or should be adjusted also considers all available information, including the following:

nature, frequency, magnitude and duration of any past losses and current operating results;

required.

duration of statutory carryforward periods;

historical experience with tax attributes expiring unused; and

near-term and medium-term financial outlook.

The weight we give to any particular item is, in part, dependent upon the degree to which it can be objectively verified. We give greater weight to the recent results of operations of a relevant entity. Pre-tax operating losses on a three year cumulative basis or lack of sustainable profitability are considered objectively verifiable evidence and will generally outweigh a projection of future taxable income.

Certain of our tax-paying entities have individually experienced losses on a cumulative three year basis.basis or have tax attributes that may expire unused. In addition, onesome of our tax-paying entities hashave recorded a valuation allowance on substantially all of itstheir deferred tax assets due to the combined effect of operating losses in certain subsidiaries of that entitythese entities as well as foreign taxes that together substantially offset any U.S. tax liability. Taking into account all available information, we cannot determine that it is more likely than not that deferred tax assets held by these entities will be realized. Consequently, we have recorded valuation allowances on $55$80 million of deferred tax assets held by these entities as of December 31, 2016.

2022.

We record tax positions taken or expected to be taken in a tax return based upon our estimates regarding the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, we recognize liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. Such liabilities are evaluated periodically as new information becomes available and any changes in the amounts of such liabilities are recorded as adjustments to “income tax expense.” Liabilities for unrecognized tax benefits involve significant judgment and the ultimate resolution of such matters may be materially different from our estimates.


On January 1, 2017, we adopted new accounting guidance on share-based incentive compensation. As a result of the adoption of this new guidance, we recognized excess tax benefits of $2.0 million from the vesting of share-based incentive compensation in the provision for income taxes in the condensed consolidated statements of operations for the nine month period ended September 30, 2017. Upon adoption of the new guidance, we also recorded deferred tax assets of $4.9 million, net of a valuation allowance of $12.1 million, for previously unrecognized excess tax benefits (including tax benefits from dividends or dividend equivalents) on share-based incentive compensation, with an offsetting adjustment to retained earnings. See Notes 2 and 14 of Notes to Condensed Consolidated Financial Statements for further information on the adoption of this new guidance. The new guidance has since January 1, 2017 affected, and the Company expects that in future periods the new guidance will affect, the provision for income taxes for the delivery of stock under share-based incentive compensation arrangements, as well as the effective tax rate in the relevant periods, which could be material to the condensed consolidated statements of operations and the classification of cash flows in the relevant periods.

In addition to the discussion above regarding deferred tax assets and associated valuation allowances, as well as unrecognized tax benefit liability estimates, other factors affect our provision for income taxes, including changes in the geographic mix of our business, the level of our annual pre-tax income, transfer pricing and intercompany transactions.

See Item 1A, “Risk Factors” in our Form 10-K and Note 1415 of Notes to Condensed Consolidated Financial Statements for additional information related to income taxes.

Investments

Investments consist primarily of interest-bearing deposits, debt and equity securities, interests in alternative investment, debt, equity and private equity funds and investments accounted for under the equity method of accounting.

These investments, with the exception of interest-bearing deposits and equity method investments, are carried at fair value on the condensed consolidated statements of financial condition, and any increases or decreases in the fair value of these investments are reflected in earnings. The fair value of investments is generally based upon market prices or the net asset value (“NAV”) or its equivalent for investments in funds. See Note 5 of Notes to Condensed Consolidated Financial Statements for additional information on the measurement of the fair value of investments.

Lazard is subject to market and credit risk on investments held. As such, gains and losses on investment positions held, which arise from sales or changes in the fair value of the investments, are not predictable and can cause periodic fluctuations in net income.

Data relating to investments is set forth below:

 

 

September 30,

2017

 

 

December 31,

2016

 

 

 

($ in thousands)

 

Seed investments by asset class:

 

 

 

 

 

 

 

 

Equities (a)

 

$

110,835

 

 

$

99,669

 

Fixed income

 

 

17,972

 

 

 

16,406

 

Alternative investments

 

 

8,293

 

 

 

18,172

 

Total seed investments

 

 

137,100

 

 

 

134,247

 

Other investments owned:

 

 

 

 

 

 

 

 

Private equity (b)

 

 

58,371

 

 

 

96,089

 

Interest-bearing deposits (c)

 

 

552

 

 

 

456

 

Fixed income and other

 

 

23,827

 

 

 

22,908

 

Total other investments owned

 

 

82,750

 

 

 

119,453

 

Subtotal

 

 

219,850

 

 

 

253,700

 

Add:

 

 

 

 

 

 

 

 

Equity method (d)

 

 

222

 

 

 

222

 

Private equity consolidated, not owned (e)

 

 

20,005

 

 

 

26,332

 

LFI (f)

 

 

186,871

 

 

 

179,168

 

Total investments

 

$

426,948

 

 

$

459,422

 

(a)

At September 30, 2017 and December 31, 2016, seed investments in directly owned equity securities were invested as follows:


 

 

September 30,

2017

 

 

December 31,

2016

 

Percentage invested in:

 

 

 

 

 

 

 

 

Financials

 

 

26

%

 

 

30

%

Consumer

 

 

27

 

 

 

28

 

Industrial

 

 

14

 

 

 

13

 

Technology

 

 

10

 

 

 

12

 

Other

 

 

23

 

 

 

17

 

Total

 

 

100

%

 

 

100

%

(b)

Private equity investments include investments related to certain legacy businesses and co-investments in private equity funds managed by our Asset Management business. Co-investments owned were $36 million and $34 million as of September 30, 2017 and December 31, 2016, respectively.

Goodwill

(c)

Short- to medium-term interest rates generally turned negative in Europe during 2014 and remain very low in many other countries and regions throughout the world. In the normal course of asset and liability management activities, the Company attempts to minimize negative interest rates on its cash investments. Interest-bearing deposits generally provide positive yields when held to maturity, while also generally allowing immediate penalty-free withdrawal at any time (with less or no interest earned in such case).

(d)

Represents investments accounted for under the equity method of accounting.

(e)

Represents private equity investments that are consolidated but owned by noncontrolling interests, and therefore do not subject the Company to market or credit risk. The applicable noncontrolling interests are presented within “members’ equity” on the condensed consolidated statements of financial condition.

(f)

Composed of investments held in connection with LFI and other similar deferred compensation arrangements. The market risk associated with such investments is equally offset by the market risk associated with the derivative liability with respect to awards expected to vest. The Company is subject to market risk associated with any portion of such investments that employees may forfeit. See “—Risk Management—Risks Related to Derivatives” for risk management information relating to derivatives. LFI investments held in entities in which the Company maintained a controlling interest were $2 million in one entity as of September 30, 2017.

At September 30, 2017 and December 31, 2016, total investments with a fair value of $426 million and $459 million, respectively, included $86 million and $130 million, respectively, or 20% and 28%, respectively, of investments that were classified using NAV or its equivalent as a practical expedient. See Notes 4 and 5 of Notes to Condensed Consolidated Financial Statements for additional information regarding investments measured at fair value, including the levels of fair value within which such measurements of fair value fall.

As of September 30, 2017 and December 31, 2016, the Company held seed investments of approximately $137 million and $134 million, respectively. Seed investments held in entities in which the Company maintained a controlling interest were $24 million in seven entities as of September 30, 2017, as compared to $41 million in six entities as of December 31, 2016.

As of September 30, 2017 and December 31, 2016, the Company did not consolidate or deconsolidate any seed investment entities or LFI investment entities. As such, 100% of the recorded balance of seed investments and LFI investments as of September 30, 2017 and December 31, 2016 represented the Company’s economic interest in the seed investments. See “—Consolidation of Variable Interest Entities” below for more information on the Company’s policy regarding the consolidation of seed investment entities.

For additional information regarding risks associated with our investments, see “Risk Management—Investments” below as well as Item 1A, “Risk Factors—Other Business Risks—Our results of operations may be affected by fluctuations in the fair value of positions held in our investment portfolios” in our Form 10-K.

Assets Under Management

AUM primarily consists of debt and equity instruments, which have a value that is readily available based on either prices quoted on a recognized exchange or prices provided by external pricing services.


Prices of equity and debt securities and other instruments that comprise our AUM are provided by well-recognized, independent, third-party vendors. Such third-party vendors rely on prices provided by external pricing services which are obtained from recognized exchanges or markets, or, for certain fixed income securities, from an evaluated bid or other similarly sourced price.

Either directly, or through our third-party vendors, we perform a variety of regular due diligence procedures on our pricing service providers. Those procedures include oversight by our internal operations group, review of the pricing service providers’ internal control frameworks, review of the pricing service providers’ valuation methodologies, reconciliation to client custodial account values and comparison of significant pricing differences.

Goodwill

In accordance with current accounting guidance, 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. The goodwill associated with each business combination is allocated to the related reporting units for impairment testing. The Company performs a qualitative evaluation 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. The qualitative evaluation includes significant judgment on the business outlook assumptions of each reporting unit based on historical data, current economic conditions, stock performance and industry trends. See Note 8 of Notes to Condensed Consolidated Financial Statements for additional information regarding goodwill.

66


Consolidation

The condensed consolidated financial statements include the accounts of Lazard Group and entities in which itLazard has a controlling interest. Lazard determines whether it has a controlling interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”) under U.S. GAAP.

Voting Interest Entities. VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance itself independently and (ii) the equity holders have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. Lazard is required to consolidate a VOE if it holds a majority of the voting interest in such VOE.

Variable Interest Entities. VIEs are entities that lack one or more of the characteristics of a VOE. If Lazard has a variable interest, or a combination of variable interests, in a VIE, it is required to analyze whether it needs to consolidate such VIE. Lazard is required to consolidate a VIE if we are the primary beneficiary having (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of, or receive benefits from, the VIE that could be potentially significant to the VIE.

Lazard’s involvement with various entities that are VOEs or VIEs primarily arises from LFI investments, investment management contracts with fund entities in our Asset Management business.business and LGAC. Lazard is not required to consolidate such entities because, with the exception of certain seed and LFI investments, and LGAC, as discussed below, we do not hold more than an inconsequential equity interest in such entities and we do not hold other variable interests (including our investment management agreements, which do not meet the definition of variable interests) in such entities.

Lazard makes seed and LFI investments in certain entities that are considered VOEs and VIEs and often require consolidation as a result of our investment. The impact of seed and LFI investment entities that require consolidation on the condensed consolidated financial statements, including any consolidation or deconsolidation of such entities, is not material to our financial statements. Our exposure to loss from entities in which we have made seedsuch investments is limited to the extent of our investment in, or investment commitment to, such entities. See “Critical Accounting Policies and Estimates—Investments” above for more information regarding our investments.

Generally, when the Company initially invests to seed an investment entity, the Company is the majority owner of the entity. Our majority ownership in seed investment entities represents a controlling interest, except when we are the general partner in such entities and the third-party investors have the right to replace the general partner. To the extent material, we consolidate seed and LFI investment entities in which we own a controlling interest, and we would deconsolidate any such entity when we no longer have a controlling interest in such entity.

Seed investments held in entities in which the Company maintained a controlling interest were $91 million in nine entities as of June 30, 2023, as compared to $112 million in thirteen entities as of December 31, 2022. LFI investments held in entities in which the Company maintained a controlling interest were $170 million in ten entities as of June 30, 2023, as compared to $139 million in nine entities as of December 31, 2022.
As of June 30, 2023 and December 31, 2022, the Company did not consolidate any seed investment entities or LFI investment entities, with the exception of the consolidation of certain LFI funds (see Note 19 of Notes to Condensed Consolidated Financial Statements). As such, seed investments and substantially all of LFI investments included in “investments” on the consolidated statements of financial condition represented the Company’s economic interest in the seed and LFI investments.
See Note 1 of Notes to Condensed Consolidated Financial Statements for additional information on the consolidation of LGAC.
Risk Management

Investments

The Company has investments in a variety

Investments consist primarily of asset classes, primarily debt and equity securities, and interests in alternative investments,investment, debt, equity and private equity funds. These investments are carried at fair value on the condensed consolidated statements of financial condition, and any increases or decreases in the fair value of these investments are reflected in earnings. The fair value of investments is generally based upon market prices or the net asset value (“NAV”) or its equivalent for investments in funds.
67


Investments also include those investments accounted for under the equity method of accounting. Any increases or decreases in the Company’s share of net income or losses pertaining to its equity method investments are reflected in earnings.
See Note 5 of Notes to Condensed Consolidated Financial Statements for additional information on the measurement of the fair value of investments.
Lazard is subject to market and credit risk on investments held. As such, gains and losses on investment positions held, which arise from sales or changes in the fair value of the investments, are not predictable and can cause periodic fluctuations in net income.
Data relating to investments is set forth below:
June 30, 2023December 31, 2022
($ in thousands)
Seed investments by asset class:
Debt$5,022 $
Equities (a)109,647 126,632 
Fixed income15,457 14,774 
Alternative investments31,386 31,634 
Private equity18,363 18,508 
Total seed investments179,875 191,548 
Other investments owned:
Private equity11,107 18,876 
Fixed income and other2,337 23,337 
Total other investments owned13,444 42,213 
Subtotal193,319 233,761 
Add:
Private equity consolidated, not owned13,712 16,438 
Equity method15,481 
LFI483,168 433,297 
Total investments$690,199 $698,977 
_______________________

(a)At June 30, 2023 and December 31, 2022, seed investments in directly owned equity securities were invested as follows:
June 30, 2023December 31, 2022
Percentage invested in:
Financials14 %15 %
Consumer32 34 
Industrial14 12 
Technology20 17 
Other20 22 
Total100 %100 %
The Company makes investments primarily to seed strategies in our Asset Management business or to reduce exposure arising from LFI and other similar deferred compensation arrangements. The Company measures its net economic exposure to market and other risks arising from investments that it owns, excluding (i) investments held in


connection with LFI and other similar deferred compensation arrangements, (ii) investments in funds owned entirely by the noncontrolling interest holders of certain acquired entities and (iii) interest-bearing deposits over 90 daysinvestments accounted for under the equity method of accounting.

68


The market risk associated with investments held in connection with LFI and other similar deferred compensation arrangements is equally offset by the market risk associated with the derivative liability with respect to awards expected to vest. The Company is subject to market risk associated with any portion of such investments that allow daily withdrawals without principal penalties.

employees may forfeit. See “—Risk Management—Risks Related to Derivatives” for risk management information relating to derivatives.

Risk sensitivities include the effects of economic hedging. For equity market price risk, investment portfolios and their corresponding hedges are beta-adjusted to the All-Country World equity index. Fair value and sensitivity measurements presented herein are based on various portfolio exposures at a particular point in time and may not be representative of future results. Risk exposures may change as a result of ongoing portfolio activities and changing market conditions, among other things.

Equity Market Price Risk—At SeptemberJune 30, 20172023 and December 31, 2016,2022, the Company’s exposure to equity market price risk in its investment portfolio, which primarily relates to investments in equity securities, equity funds and hedge funds, was approximately $108$148 million and $110$147 million, respectively. The Company hedges market exposure arising from a significant portion of our equity investment portfolios by entering into total return swaps. The Company estimates that a hypothetical 10% adverse change in market prices would result in a net (increase) decrease of approximately $1.3$(1.3) million and $1.0$2.0 million in the carrying value of such investments as of SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively, including the effect of the hedging transactions.

Interest Rate/Credit Spread Risk—At SeptemberJune 30, 20172023 and December 31, 2016,2022, the Company’s exposure to interest rate and credit spread risk in its investment portfolio related to investments in debt securities or funds which invest primarily in debt securities was $61$17 million and $53 million, respectively. The Company hedges market exposure arising from a portion of our debt investment portfolios by entering into total return swaps. The Company estimates that a hypothetical 100 basis point adverse change in interest rates or credit spreads would result in a net (increase) decrease of approximately $1.2$(0.1) million and $0.9$0.1 million in the carrying value of such investments as of SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively, including the effect of the hedging transactions.

Foreign Exchange Rate Risk—At both SeptemberJune 30, 20172023 and December 31, 2016,2022, the Company’s exposure to foreign exchange rate risk in its investment portfolio, which primarily relates to investments in foreign currency denominated equity and debt securities was $64 million.$68 million and $63 million, respectively. A significant portion of the Company’s foreign currency exposure related to our equity and debt investment portfolios is hedged through the aforementioned total return swaps. The Company estimates that a 10% adverse change in foreign exchange rates versus the U.S. Dollar would result in a decrease of approximately $1.5$1.6 million and $1.7$3.0 million in the carrying value of such investments as of SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively, including the effect of the hedging transactions.

Private Equity—The Company invests in private equity primarily as a part of its co-investment activities and in connection with certain legacy businesses. At SeptemberJune 30, 20172023 and December 31, 2016,2022, the Company’s exposure to changes in fair value of such investments was approximately $58$29 million and $96$37 million, respectively. The Company estimates that a hypothetical 10% adverse change in fair value would result in a decrease of approximately $5.8$2.9 million and $9.6$3.7 million in the carrying value of such investments as of SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively.

For additional information regarding risks associated with our investments, see Item 1A, “Risk Factors—Other Business Risks—Our results of operations may be affected by fluctuations in the fair value of positions held in our investment portfolios” in our Form 10-K.
Risks Related to Receivables

We maintain an allowance for doubtful accountscredit losses to provide coverage for probableexpected losses from our receivables. We determine the adequacy of the allowance by estimating the probability of lossexpected credit losses based on our analysis of the client’s creditworthiness among other things, and specifically provide for exposures where we determine the receivables are impaired.uncollectible. At SeptemberJune 30, 2017,2023, total receivables amounted to $571$752 million, net of an allowance for doubtful accountscredit losses of $27 million. As of that date, Financial Advisory and Asset Management fees, receivables from Lazard Ltd subsidiaries and customercustomers and other receivables comprised 79%70%, 3%10% and 18%20% of total receivables, respectively. At December 31, 2016,2022, total receivables amounted to $667$727 million, net of an allowance for doubtful accountscredit losses of $16$18 million. As of that date, Financial Advisory and Asset Management fees, receivables from Lazard Ltd subsidiaries and customercustomers and other receivables comprised 85%68%, 4%10% and 11%22% of total receivables, respectively. At September 30, 2017 and December 31, 2016, the Company had receivables past due or deemed uncollectible of approximately $44 million and $22 million, respectively. See also “Critical Accounting Policies and Estimates—Revenue Recognition” above and Note 3 of Notes to Condensed Consolidated Financial Statements for additional information regarding receivables.

69


LFG and LFB engages in lending activities, including commitmentsoffer wealth management and banking services to extend credit (primarily for clients of LFG).high net worth individuals and families. At SeptemberJune 30, 20172023 and December 31, 2016, customer2022, customers and other receivables included $56$112 million and $51$129 million, respectively, of LFB loans. Such loans respectively, with such loans beingwere fully collateralized and closely monitored for counterparty creditworthiness.

Therefore, there was no allowance for credit losses required at those dates related to such receivables.

Credit Concentrations

To

The Company monitors its exposures to individual counterparties and diversifies where appropriate to reduce the exposure to concentrations of credit, the Company monitors large exposures to individual counterparties.

credit.

Risks Related to Derivatives

Lazard enters into forward foreign currency exchange contracts and interest rate swaps to hedge exposures to currency exchange rates and interest rates and uses total return swap contracts on various equity and debt indices to hedge a portion of its market exposure with respect to certain seed investments related to our Asset Management business. Derivative contracts are recorded at fair value. DerivativeNet derivative assets amounted to $3$1 million and $2$15 million at SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively, and net derivative liabilities, excluding the derivative liability arising from the Company’s obligation pertaining to LFI and other similar deferred compensation arrangements amounted to $13 million$5 and $12$1 million at such respective dates.

June 30, 2023 and December 31, 2022, respectively.

The Company also records derivative liabilities relating to its obligations pertaining to LFI awards and other similar deferred compensation arrangements, the fair value of which is based on the value of the underlying investments, adjusted for estimated forfeitures. Changes in the fair value of the derivative liabilities are equally offset by the changes in the fair value of investments which are expected to be delivered upon settlement of LFI awards. Derivative liabilities relating to LFI amounted to $176$373 million and $170$326 million at SeptemberJune 30, 20172023 and December 31, 2016,2022, respectively.

Risks Related to Cash and Cash Equivalents and Corporate Indebtedness

A significant portion of the Company’s indebtedness has fixed interest rates, while its cash and cash equivalents generally have market interest rates. Based on account balances as of SeptemberJune 30, 2017,2023, Lazard estimates that its annual operating income relating to cash and cash equivalents would increase by approximately $12$7 million in the event interest rates were to increase by 1% and decrease by approximately $12$7 million if rates were to decrease by 1%.

As of SeptemberJune 30, 2017,2023, the Company’s cash and cash equivalents totaled approximately $1,242$690 million. Substantially all of the Company’s cash and cash equivalents were invested in (i) highly liquid institutional money market funds (a significant majority of which were invested solely in U.S. Government or agency money market funds), (ii) in short-term interest bearing and non-interest bearing accounts at a number of leading banks throughout the world, and (iii) in short-term certificates of deposit from such banks. Cash and cash equivalents are constantlycontinuously monitored. On a regular basis, management reviews its investment profile as well as the credit profile of its list of depositor banks in order to adjust any deposit or investment thresholds as necessary.

Operational Risk

Operational risk is inherent in all of our businessbusinesses and may, for example, manifest itself in the form of errors, breaches in the system of internal controls, employee misconduct, business interruptions, fraud, including fraud perpetrated by third parties, or legal actions due to operating deficiencies, noncompliance or noncompliance.cyber attacks. The Company maintains a framework including policies and a system of internal controls designed to monitor and manage operational risk and provide management with timely and accurate information. Management within each of theour operating companiessubsidiaries is primarily responsible for its operational risk programs. The Company has in place business continuity and disaster recovery programs that manage its capabilities to provide services in the case of a disruption. We purchase insurance policies designed to help protect the Company against accidental loss and losses that may significantly affect our financial objectives, personnel, property or our ability to continue to meet our responsibilities to our various stakeholder groups.

Recent Accounting Developments

For a discussion of recently issued accounting developments

Item 3.     Quantitative and their impact or potential impact on Lazard’s consolidated financial statements, see Note 2 of Notes to Condensed Consolidated Financial Statements.

Qualitative Disclosures About Market Risk

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Risk Management

Quantitative and qualitative disclosures about market risk are included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management”.


Item 4.

Controls and Procedures

70



Item 4.     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 quarterly report. 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 quarterly report, 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.


71



PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1.     Legal Proceedings
The Company is involved from time to time in judicial, governmental, regulatory and arbitration proceedings and inquiries concerning matters arising in connection with the conduct of our businesses, including proceedings initiated by former employees alleging wrongful termination. The Company reviews such matters on a case-by-case basis and establishes any required accrual if a loss is probable and the amount of such loss can be reasonably estimated. The Company experiencesmay experience significant variation in its revenue and earnings on a quarterly basis. Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any particular fiscal quarter. 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.

Item 1A.

Risk Factors

Item 1A.     Risk Factors
There were no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

2022.
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.     Defaults Upon Senior Securities
None.
Item 4.     Mine Safety Disclosures
Not applicable.
Item 5.     Other Information
During the three months ended June 30, 2023, no 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.
72


PART IV

Item 2.

6.

Unregistered Sales of Equity Securities and Use of Proceeds

Exhibits

Not applicable.

Item 3.

3.1

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Effective as of October 30, 2017, Lazard Ltd, Lazard Group and Scott D. Hoffman entered into an amendment to Mr. Hoffman’s Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated March 9, 2016, solely to reflect that, in addition to continuing to serve as General Counsel of Lazard Ltd and Lazard Group, effective July 26, 2017, Mr. Hoffman was appointed Chief Administrative Officer of Lazard Ltd and Lazard Group.  The amendment is attached as an exhibit hereto.

In addition, in connection with Evan L. Russo’s appointment, effective October 1, 2017, as Chief Financial Officer of Lazard Ltd and Lazard Group, effective as of October 30, 2017, Lazard Ltd, Lazard Group and Mr. Russo entered into an Agreement Relating to Retention and Noncompetition and Other Covenants, attached as an exhibit hereto.  The material terms of the agreement with Mr. Russo are substantially similar to those with the Company’s other executive officers, including the Amended and Restated Agreements Relating to Retention and Noncompetition and Other Covenants, dated as of March 9, 2016, with Ashish Bhutani, Mr. Hoffman and Alexander F. Stern.  Such terms are described under the heading “Amended Retention Agreements with Our NEOs” beginning on page 68 of Lazard Ltd’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 10, 2016.


PART IV

Item 6.

Exhibits

    3.1

Certificate of Formation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement (File No. 333-126751) on Form S-4 filed on July 21, 2005).

3.2

3.3

    3.4

Amendment No.1 to Amended and Restated Operating Agreement of the Registrant, dated as of October 27, 2016 (incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q filed on October 28, 2016)May 2, 2023).

4.1

4.2

Fourth Supplemental Indenture, dated as of June 21, 2007, between the Registrant and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on June 22, 2007).

    4.3

Fifth Supplemental Indenture, dated as of November 14, 2013, between the Registrant 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 333-126751) filed on November 14, 2013).

    4.4

    4.5

4.3

    4.6

4.4

4.5
4.6
Form of Senior Note (included in Exhibits 4.2, 4.3, 4.4 and 4.5).

10.1

10.2

  10.3

10.3*

Occupational Lease, dated as of August 9, 2002, by and among Burford (Stratton) Nominee 1 Limited, Burford (Stratton) Nominee 2 Limited, Burford (Stratton) Limited, Lazard & Co., Limited and Lazard LLC (incorporated by reference to Exhibit 10.21 to Lazard Ltd’s Registration Statement (File No. 333-121407) on Form S-1/A filed on February 11, 2005).

  10.4*

  10.5*

10.4*

  10.6*  

10.5*

  10.7*

10.6*

10.7*

73


10.8*

10.9*

  10.9*

10.10*

  10.10*

10.11*

10.12*
10.13*
10.14*

  10.11*

10.15*

Amendment, dated as of October 30, 2017, to Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 9, 2016, by and among Lazard Ltd, the Registrant and Scott D. Hoffman.

  10.12*

Agreement relating to Retention and Noncompetition and Other Covenants, dated as of October 30, 2017, by and among Lazard Ltd, the Registrant and Evan L. Russo.

  10.13*

10.16*
10.17*

  10.14*

10.18*

10.19*

  10.15*

10.20*

Form of Agreement evidencing a grant of Restricted Stock Units to Executive Officers under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.41 to Lazard Ltd’s Annual Report (File No. 001-32492) on Form 10-K filed on March 2, 2009).

  10.16*

Form of Agreement evidencing a grant of Deferred Cash Award to Executive Officers (incorporated by reference to Exhibit 10.42 to Lazard Ltd’s Annual Report (File No. 001-32492) on Form 10-K filed on March 2, 2009).

  10.17*

  10.18

10.21

10.22*

74


  10.19*

10.23*

10.24*
10.25*
10.26*
10.27*

  10.20*

10.28*

  10.21*

Agreement between Lazard Ltd and Kenneth M. Jacobs, dated as of February 20, 2014, evidencing a grant of Performance-Based Stock Units under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.55 to the Registrant’s Quarterly Report (File No. 333-126751) on Form 10-Q filed on May 6, 2014).

31.1

  12.1

Computation of Ratio of Earnings to Fixed Charges.

  31.1

31.2

32.1

32.2

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

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.

_____________________


*Management contract or compensatory plan or arrangement.

SIGNATURES

75


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 30, 2017

July 31, 2023

LAZARD GROUP LLC

By:

By:

/s/ Evan L. Russo

Mary Ann Betsch

Name:

Name:

Evan L. Russo

Mary Ann Betsch

Title:

Title:

Chief Financial Officer

By:

/s/    Dominick Ragone

Name:

Dominick Ragone

Title:

Chief Accounting Officer

67

76