grepcent public filings, reorganized for comparison

Lazard, Inc. (LAZ) FY 2021 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Lazard, Inc.'s 10-K for fiscal year 2021. Filing date: 2022-02-28. Report date: 2021-12-31. Accession: 0001564590-22-007675.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high.

Company profile: LAZ · All MD&A years: index · Next year: FY 2022

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Lazard Ltd’s consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K (this “Form 10-K”). This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those set forth in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and elsewhere in this Form 10-K.

Business Summary

Lazard, one of the world’s preeminent financial advisory and asset management firms, operates from 41 cities across 26 countries in North America, Europe, Asia, Australia, and Central and South America. 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.

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.

Our principal sources of revenue are derived from activities in the following business segments:

Column 1Column 2Column 3
Financial Advisory, which offers corporate, partnership, institutional, government, sovereign and individual clients across the globe a wide array of financial advisory services regarding mergers and acquisitions (“M&A”), restructurings, capital advisory, shareholder advisory, capital raising, sovereign advisory and other strategic advisory matters, and
Column 1Column 2Column 3
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) a special purpose acquisition company sponsored by an affiliate of the Company, Lazard Growth Acquisition Corp. I (“LGAC”).

Our consolidated net revenue was derived from the following segments:

Year Ended December 31,
202120202019
Financial Advisory55%55%53%
Asset Management454648
Corporate-(1)(1)
Total100%100%100%

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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 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 our 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 assets 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.

The global macroeconomic environment continues to have solid fundamentals. However, inflationary pressures, central banks’ transition policies, new geopolitical tensions and uncertainty about the course of the coronavirus (“COVID-19”) pandemic are contributing to market volatility.

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

Column 1Column 2Column 3
Financial Advisory—During a very active M&A market, we are focused on serving clients with our depth of expertise in capital structure, capital raising, and restructuring. Announced M&A transaction volumes achieved record levels in 2021, with particularly strong activity among private equity sponsors. However, we still expect there to be elevated uncertainty in the near term due to the ongoing health crisis, emergent concerns about inflation, a more stringent regulatory market, and geopolitical instability. The global scale and breadth of our Financial Advisory business enables us to advise on a wide range of strategic and restructuring transactions across a variety of industries. In addition, we continue to invest in our Financial Advisory business by selectively hiring talented senior professionals in an effort to enhance our capabilities and sector expertise in M&A, capital structure and public and private capital markets.
Column 1Column 2Column 3
Asset Management—In the short to intermediate term, we normally would expect most investor demand to come through financial institutions, and from defined benefit and defined contribution plans in developed economies because of their sheer scope and size. However, uncertainty due to the ongoing health crisis, emergent concerns about inflation, and geopolitical instability may impact our business in a manner that we cannot predict. Over the longer term, and depending upon local and global market conditions, we would expect an increasing share of our AUM to come from the developing economies around the globe, as their retirement systems evolve and individual wealth is increasingly deployed in the financial markets. 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 asset management industry despite the current challenges that markets have created for that industry. We are continually developing new investment strategies that extend our existing platforms and assessing potential product acquisitions or other inorganic growth opportunities. Among other efforts, we have been particularly focused on continuing to incorporate ESG considerations, as appropriate, into our investment research and launching strategies that use ESG and sustainability factors to drive long-term investment returns. In addition to these new ESG and sustainable strategies, recent examples of growth initiatives include the following: various Quantitative Equity strategies, new convertible bond strategies, thematically oriented strategies, a new long/short credit strategy and a new Technology, Media and Telecom long/short equity strategy.

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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 this 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 shareholder 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 capital to our shareholders.

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 of all completed transactions, including the subset of completed transactions involving values greater than $500 million, increased in 2021 as compared to 2020. With respect to announced M&A transactions, the value of all transactions, including the subset of announced transactions involving values greater than $500 million, increased in 2021 as compared to 2020.

Year Ended December 31,
20212020% Incr / (Decr)
($ in billions)
Completed M&A Transactions:
All deals:
Value$4,976$3,48143%
Number31,34133,609(7)%
Deals Greater than $500 million:
Value$3,962$2,64750%
Number1,5731,11142%
Announced M&A Transactions:
All deals:
Value$5,904$3,65062%
Number33,60534,040(1)%
Deals Greater than $500 million:
Value$4,751$2,79570%
Number1,9651,16968%
Column 1Column 2
Source:Dealogic as of January 5, 2022.

Global restructuring activity during 2021, as measured by the number of corporate defaults, decreased as compared to 2020. The number of defaulting issuers decreased to 54 in 2021, according to Moody’s Investors Service, Inc., as compared to 216 in 2020.

Net revenue trends in Financial Advisory 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

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our advisory engagements with respect to larger-sized transactions, and where we are involved in non-public or sovereign advisory assignments.

Asset Management

Equity market indices for major markets at December 31, 2021 increased in developed markets and declined in emerging markets as compared to such indices at December 31, 2020. Equity market indices for major markets at December 31, 2020 generally increased, with the exception of Europe, as compared to such indices at December 31, 2019.

The percentage change in major equity market indices (i) at December 31, 2021, as compared to such indices at December 31, 2020, and (ii) at December 31, 2020, as compared to such indices at December 31, 2019, is shown in the table below.

Percentage Changes December 31,
2021 vs. 20202020 vs. 2019
MSCI World Index22%16%
Euro Stoxx24%(3%)
MSCI Emerging Market(3%)19%
S&P 50029%18%

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.

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, restructuring, capital advisory, shareholder advisory, capital raising, sovereign advisory and other strategic advisory matters. 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 LAM, 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

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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. 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 basis and, therefore, clawback of carried interest during the life of the fund can occur. As a result, incentive fees earned on our private equity funds are not recognized until potential uncertainties regarding the ultimate realizable amounts have been determined, including any potential for clawback.

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, 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 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.

Corporate segment total assets represented 67% of Lazard’s consolidated total assets as of December 31, 2021, which are attributable to cash and cash equivalents, restricted cash associated with LGAC, investments in debt and equity securities, interests in alternative investment, debt, equity and private equity funds, investments accounted for under the equity method of accounting, deferred tax assets and certain other assets associated with LFB and LGAC.

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 2018 Incentive Compensation Plan, as amended (the “2018 Plan”) and the Lazard Ltd 2008 Incentive Compensation Plan (the “2008 Plan”) and (b) LFI and other similar deferred compensation arrangements (see Note 16 of Notes to 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.

We believe that “awarded compensation and benefits expense” and the ratio of “awarded compensation and benefits expense” to “operating revenue,” both non-GAAP measures, when presented in conjunction with

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accounting principles generally accepted in the United States of America (“U.S. GAAP”) measures, are appropriate measures to assess the annual cost of compensation and provide a 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 calculated using “adjusted compensation and benefits expense,” also a non-GAAP measure, as modified by the following items:

Column 1Column 2Column 3
we deduct amortization expense recorded for U.S. GAAP purposes in the fiscal year associated with deferred incentive compensation awards;
Column 1Column 2Column 3
we add incentive compensation with respect to the fiscal year, which is comprised of:
Column 1Column 2Column 3
(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 2022 related to the 2021 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);
Column 1Column 2Column 3
(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
Column 1Column 2Column 3
(iii)amounts in excess of the target payout level for PRSU and PRPU awards at the end of their respective performance periods; and
Column 1Column 2Column 3
we reduce the amounts in (i), (ii) and (iii) above by an estimate of future forfeitures with respect to such awards.

We also use “adjusted compensation and benefits expense” and the ratio of “adjusted compensation and benefits expense” to “operating revenue,” both non-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 “awarded compensation and benefits expense” and related ratios to “operating revenue,” see the table under “Consolidated Results of Operations” below.

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-50s percentage range. 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 continue to maintain such ratios, or that our policies or initiatives will not change, in the future. Increased competition for 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; 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-GAAP measure, when presented in conjunction with U.S. GAAP measures provides a 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.

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Our operating expenses also include our “provision (benefit) pursuant to the tax receivable agreement” and “amortization and other acquisition-related costs”, which includes, in 2019, the change in fair value of the contingent consideration associated with business acquisitions.

We do not believe inflation will have a significant affect on our compensation costs as they are substantially variable in nature. However, the rate of inflation may affect certain of our other expenses, such as information technology and occupancy costs. To the extent inflation results in rising 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, or otherwise.

We conducted a review of our business in 2019, which resulted in a realignment that included employee reductions and the closing of subscale offices and investment strategies, most of which were completed during the third quarter of 2019. We believe these actions better align the business with changes in the marketplace and create greater flexibility to focus on strategic growth opportunities. These actions resulted in expenses of $68 million in 2019. See Note 18 of Notes to Consolidated Financial Statements.

Provision for Income Taxes

Lazard Ltd, through its subsidiaries, is subject to U.S. federal income taxes on all of its U.S. operating income, as well as on the portion of non-U.S. income attributable to its U.S. subsidiaries. In addition, Lazard Ltd, through its subsidiaries, is subject to state and local taxes on its income apportioned to various state and local jurisdictions. Outside the U.S., Lazard Group operates principally through subsidiary corporations that are subject to local income taxes in foreign jurisdictions. Lazard Group is also subject to Unincorporated Business Tax (“UBT”) attributable to its operations apportioned to New York City.

See “Critical Accounting Policies and Estimates—Income Taxes” below and Notes 19 and 21 of Notes to Consolidated Financial Statements for additional information regarding income taxes, our deferred tax assets and the tax receivable agreement obligation.

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, (ii) LGAC interests (see Note 1 of Notes to Consolidated Financial Statements), (iii) profits interest participation rights and (iv) consolidated VIE interests held by employees. See Notes 15 and 24 of Notes to Consolidated Financial Statements for information regarding the Company’s noncontrolling interests and consolidated VIEs.

Consolidated Results of Operations

Lazard’s 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 stockholders’ equity. Foreign currency remeasurement gains and losses on transactions in non-functional currencies are included in the consolidated statements of operations.

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

Year Ended December 31,
202120202019
($ in thousands)
Net Revenue$3,193,048$2,566,138$2,586,773
Operating Expenses:
Compensation and benefits1,895,8591,550,6841,563,395
Non-compensation571,082511,957611,773
Amortization and other acquisition-related costs601,79519,410
Provision (benefit) pursuant to tax receivable agreement2,199(439)(503)
Total operating expenses2,469,2002,063,9972,194,075
Operating Income723,848502,141392,698
Provision for income taxes181,30399,44994,982
Net Income542,545402,692297,716
Less - Net Income Attributable to Noncontrolling Interests14,48123111,216
Net Income Attributable to Lazard Ltd$528,064$402,461$286,500
Operating Income, as a % of net revenue22.7%19.6%15.2%

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

Year Ended December 31,
202120202019
($ in thousands)
Operating Revenue:
Net revenue$3,193,048$2,566,138$2,586,773
Adjustments:
Interest expense (a)74,37574,51674,521
Distribution fees, reimbursable deal costs, bad debt expense and other (b)(85,053)(64,983)(76,032)
Revenue related to noncontrolling interests (c)(31,624)(11,497)(23,426)
Gains on investments pertaining to LFI (d)(35,494)(40,634)(31,657)
Losses associated with restructuring and closing of certain offices (e)23,645--
Private equity investment (f)--12,056
Losses associated with the business realignment (g)--3,727
Operating revenue$3,138,897$2,523,540$2,545,962
Column 1Column 2
(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.
Column 1Column 2
(b)Represents certain distribution, introducer and management fees paid to third parties, reimbursable deal costs and bad debt expense relating to fees that are deemed uncollectible for which an equal amount is excluded for purposes of determining adjusted non-compensation expense.
Column 1Column 2
(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.

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Column 1Column 2
(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.
Column 1Column 2
(e)Represents losses related to the reclassification of currency translation adjustments to earnings from accumulated other comprehensive loss associated with restructuring and closing of certain of our offices during the year ended December 31, 2021.
Column 1Column 2
(f)Represents the write-down of a private equity investment to its potential transaction value.
Column 1Column 2
(g)Represents losses associated with the closing of certain offices as part of the business realignment.
Year Ended December 31,
202120202019
($ in thousands)
Adjusted and Awarded Compensation and Benefits Expense:
Total compensation and benefits expense$1,895,859$1,550,684$1,563,395
Adjustments:
Noncontrolling interests (a)(9,216)(7,927)(11,175)
Charges pertaining to LFI (b)(35,494)(40,634)(31,657)
Expenses associated with restructuring and closing of certain offices(14,922)--
Expenses associated with the business realignment--(56,635)
Adjusted compensation and benefits expense1,836,2271,502,1231,463,928
Deduct - amortization of deferred incentive compensation awards(400,238)(384,064)(367,920)
Total adjusted cash compensation and benefits expense (c)1,435,9891,118,0591,096,008
Add:
Year-end deferred incentive compensation awards (d)389,670364,410361,345
Sign-on and other special incentive awards (e)48,50154,83037,552
Deduct - adjustments for estimated forfeitures (f)(28,481)(27,251)(25,928)
Awarded compensation and benefits expense$1,845,679$1,510,048$1,468,977
Adjusted compensation and benefits expense, as a % of operating revenue58.5%59.5%57.5%
Awarded compensation and benefits expense, as a % of operating revenue58.8%59.8%57.7%
Column 1Column 2
(a)Expenses related to the consolidation of noncontrolling interests are excluded because Lazard has no economic interest in such amounts.
Column 1Column 2
(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.
Column 1Column 2
(c)Includes base salaries and benefits of $773,594, $682,718 and $705,156 for 2021, 2020 and 2019, respectively, and cash incentive compensation of $662,395, $435,342 and $390,852 for the respective years.
Column 1Column 2
(d)Deferred incentive compensation awards applicable to the relevant year-end compensation process (e.g., deferred incentive compensation awards granted in 2022, 2021 and 2020 related to the 2021, 2020 and 2019 year-end compensation processes, respectively).
Column 1Column 2
(e)Represents special deferred incentive awards that are granted outside the year-end compensation process, and includes grants to new hires, retention awards and performance units earned under PRSU grants.
Column 1Column 2
(f)An estimate, based on historical experience and future expectations, for future forfeitures of the deferred portion of such awards in order to present awarded compensation and benefits expense on a similar basis to that under U.S. GAAP, which also considers estimated forfeitures.

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Year Ended December 31,
202120202019
($ in thousands)
Adjusted Non-Compensation Expense:
Total non-compensation expense$571,082$511,957$611,773
Adjustments:
Expenses relating to office space reorganization (a)(4,611)(12,646)(4,711)
Distribution fees, reimbursable deal costs, bad debt expense and other (b)(85,053)(64,983)(76,032)
Charges pertaining to senior debt refinancing (c)--(6,505)
Noncontrolling interests (d)(7,932)(2,430)(1,693)
Expenses associated with restructuring and closing of certain offices(1,539)--
Expenses associated with the business realignment--(6,922)
Expenses associated with ERP system implementation--(17,359)
Adjusted non-compensation expense$471,947$431,898$498,551
Adjusted non-compensation expense, as a % of operating revenue15.0%17.1%19.6%
Column 1Column 2
(a)Represents incremental rent expense, building depreciation and legal fees related to office space reorganization.
Column 1Column 2
(b)Represents certain distribution, introducer and management fees paid to third parties, reimbursable deal costs and bad debt expense relating to fees that are deemed uncollectible for which an equal amount is included for purposes of determining operating revenue.
Column 1Column 2
(c)In 2019, represents charges pertaining to the redemption of the Company’s 4.25% senior notes due 2020 (the “2020 Notes”) due to the non-operating nature of such transaction. See “—Liquidity and Capital Resources—Financing Activities” below
Column 1Column 2
(d)Expenses related to the consolidation of noncontrolling interests are excluded because the Company has no economic interest in such amounts.
Year Ended December 31,
202120202019
($ in thousands)
Earnings From Operations:
Operating revenue$3,138,897$2,523,540$2,545,962
Deduct:
Adjusted compensation and benefits expense(1,836,227)(1,502,123)(1,463,928)
Adjusted non-compensation expense(471,947)(431,898)(498,551)
Earnings from operations$830,723$589,519$583,483
Earnings from operations, as a % of operating revenue26.5%23.4%22.9%

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Headcount information is set forth below:

As of December 31,
202120202019
Headcount:
Managing Directors:
Financial Advisory179171163
Asset Management110105104
Corporate222119
Total Managing Directors311297286
Other Business Segment Professionals and Support Staff:
Financial Advisory1,3491,3841,355
Asset Management1,0881,012986
Corporate431413391
Total3,1793,1063,018

A review of our operating results for the year ended December 31, 2021 compared to our operating results for the year ended December 31, 2020 appears below. A detailed review of our operating results for the year ended December 31, 2020 compared to the year ended December 31, 2019 is set forth in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results”.

Operating Results

Year Ended December 31, 2021 versus December 31, 2020

The Company reported net income attributable to Lazard Ltd of $528 million, as compared to net income attributable to Lazard Ltd of $402 million in 2020.

Net revenue increased $627 million, or 24%, with operating revenue increasing $615 million, or 24%, as compared to 2020. Fee revenue from investment banking and other advisory activities increased $369 million, or 26%, as compared to 2020. Asset management fees, including incentive fees, increased $237 million, or 21%, as compared to 2020. In the aggregate, interest income, other revenue and interest expense increased $21 million, or 69%, as compared to 2020.

Compensation and benefits expense increased $345 million, or 22%, as compared to 2020.

Adjusted compensation and benefits expense was $1,836 million, an increase of $334 million, or 22%, as compared to $1,502 million in 2020. The ratio of adjusted compensation and benefits expense to operating revenue was 58.5% for 2021, as compared to 59.5% for 2020. Awarded compensation and benefits expense in 2021 was $1,846 million, an increase of $336 million, or 22%, when compared to $1,510 million in 2020. The ratio of awarded compensation and benefits expense to operating revenue was 58.8%, as compared to 59.8% for 2020. The year-end deferred incentive compensation awarded for 2021 was $390 million, representing an increase of $25 million, or 7%, as compared to 2020. As described above, when analyzing compensation and benefits expense on a full-year basis, we believe that awarded compensation and benefits expense provides the most meaningful basis for comparison of compensation and benefits expense between present, historical and future years.

Non-compensation expense increased $59 million, or 12%, as compared to 2020. Adjusted non-compensation expense increased $40 million, or 9%, as compared to 2020. The ratio of adjusted non-compensation expense to operating revenue was 15.0% for 2021, as compared to 17.1% in 2020.

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Operating income increased $222 million, or 44%, as compared to 2020.

Earnings from operations increased $241 million, or 41%, as compared to 2020, and, as a percentage of operating revenue, was 26.5%, as compared to 23.4% in 2020.

The provision for income taxes reflects an effective tax rate of 25.0%, as compared to 19.8% in 2020. See Note 19 of Notes to Consolidated Financial Statements.

Net income attributable to noncontrolling interests increased $14 million as compared to 2020.

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.

Financial Advisory

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

Year Ended December 31,
202120202019
($ in thousands)
Net Revenue$1,764,509$1,420,501$1,374,036
Operating Expenses1,356,5671,130,8501,225,795
Operating Income$407,942$289,651$148,241
Operating Income, as a % of net revenue23.1%20.4%10.8%

Certain Lazard fee and transaction statistics for the Financial Advisory segment are set forth below:

Year Ended December 31,
202120202019
Lazard Statistics:
Number of clients with fees greater than $1 million:
Financial Advisory370261288
Percentage of total Financial Advisory net revenue from top 10 clients (a)15%19%17%
Number of M&A transactions completed with values greater than $500 million (b)906974

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Column 1Column 2
(a)No individual client constituted more than 10% of our Financial Advisory segment net revenue in the years ended December 31, 2021, 2020 and 2019.
Column 1Column 2
(b)Source: Dealogic as of January 5, 2022.

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 (U.S., Canada, and Latin America), EMEA (primarily in the U.K., France, Germany, Italy and Spain) and the Asia Pacific region and therefore may not be reflective of the geography in which the clients are located.

Year Ended December 31,
202120202019
Americas62%67%66%
EMEA373132
Asia Pacific122
Total100%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, 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.

Financial Advisory Results of Operations

Year Ended December 31, 2021 versus December 31, 2020

Financial Advisory net revenue increased $344 million, or 24%, as compared to 2020. The increase in Financial Advisory net revenue was primarily a result of an increase in the number of fees greater than $5 million as compared to 2020.

Operating expenses increased $226 million, or 20%, as compared to 2020, primarily due to increases in compensation and benefits expense associated with increased operating revenue.

Financial Advisory operating income was $408 million, an increase of $118 million, or 41%, as compared to operating income of $290 million in 2020 and, as a percentage of net revenue, was 23.1%, as compared to 20.4% in 2020.

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.

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The following table shows the composition of AUM for the Asset Management segment (see Item 1, “Business—Principal Business Lines—Asset Management—Investment Strategies”):

As of December 31,
202120202019
($ in millions)
AUM by Asset Class:
Equity:
Emerging Markets$31,227$33,254$40,612
Global59,51656,24649,759
Local56,31048,67248,985
Multi-Regional73,95371,56066,185
Total Equity221,006209,732205,541
Fixed Income:
Emerging Markets12,23113,65114,387
Global14,41011,9629,233
Local6,0225,6005,450
Multi-Regional13,62312,5719,193
Total Fixed Income46,28643,78438,263
Alternative Investments4,2032,7482,149
Private Equity1,2901,4201,385
Cash Management954958901
Total AUM$273,739$258,642$248,239

Total AUM at December 31, 2021 was $274 billion, an increase of $15 billion, or 6%, as compared to total AUM of $259 billion at December 31, 2020 due to market appreciation, partially offset by net outflows and foreign exchange depreciation. Average AUM for the year ended December 31, 2021 increased $47 billion, or 21%, as compared to 2020.

As of both December 31, 2021 and 2020, approximately 87% 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. As of both December 31, 2021 and 2020, approximately 13% of our AUM was managed on behalf of individual client relationships, which are principally with family offices and individuals.

As of December 31, 2021, AUM with foreign currency exposure represented approximately 65% of our total AUM, as compared to 69% at December 31, 2020. 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.

The following is a summary of changes in AUM by asset class for the years ended December 31, 2021, 2020 and 2019:

Year Ended December 31, 2021
AUM Beginning BalanceInflowsOutflowsNet FlowsMarket Value Appreciation/ (Depreciation)Foreign Exchange Appreciation/ (Depreciation)AUM Ending Balance
($ in millions)
Equity$209,732$27,229$(44,372)$(17,143)$34,730$(6,313)$221,006
Fixed Income43,78412,597(8,517)4,080704(2,282)46,286
Other5,1263,005(1,515)1,490(50)(119)6,447
Total$258,642$42,831$(54,404)$(11,573)$35,384$(8,714)$273,739

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

Year Ended December 31, 2020
AUM Beginning BalanceInflowsOutflowsNet FlowsMarket Value Appreciation/ (Depreciation)Foreign Exchange Appreciation/ (Depreciation)AUM Ending Balance
($ in millions)
Equity$205,541$30,514$(43,973)$(13,459)$13,613$4,037$209,732
Fixed Income38,26311,255(9,509)1,7462,5501,22543,784
Other4,4351,075(730)3452351115,126
Total$248,239$42,844$(54,212)$(11,368)$16,398$5,373$258,642
Year Ended December 31, 2019
AUM Beginning BalanceInflowsOutflowsNet FlowsMarket Value Appreciation/ (Depreciation)Foreign Exchange Appreciation/ (Depreciation)AUM Ending Balance
($ in millions)
Equity$176,998$29,078$(38,722)$(9,644)$38,421$(234)$205,541
Fixed Income32,9388,743(7,787)9564,526(157)38,263
Other4,7981,143(1,529)(386)32(9)4,435
Total$214,734$38,964$(48,038)$(9,074)$42,979$(400)$248,239

As of February 11, 2022, AUM was $259.6 billion, a $14.1 billion decrease since December 31, 2021. The decrease in AUM was due to market depreciation of $9.1 billion and net outflows of $5.3 billion, offset by foreign exchange appreciation of $0.3 billion.

Average AUM for the years ended December 31, 2021, 2020 and 2019 for each significant asset class is set forth below. Average AUM generally represents the average of the monthly ending AUM balances for the period.

Year Ended December 31,
202120202019
($ in millions)
Average AUM by Asset Class:
Equity$220,146$182,308$193,091
Fixed Income46,25238,57536,442
Alternative Investments3,4922,2212,479
Private Equity1,3181,4021,397
Cash Management843855965
Total Average AUM$272,051$225,361$234,374

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

Year Ended December 31,
202120202019
($ in thousands)
Net Revenue$1,424,985$1,167,466$1,237,390
Operating Expenses1,032,825861,031887,522
Operating Income$392,160$306,435$349,868
Operating Income, as a % of net revenue27.5%26.2%28.3%

Our top ten clients accounted for 29%, 27% and 28% of our total AUM at December 31, 2021, 2020 and 2019, respectively, and no individual client constituted more than 10% of our Asset Management segment net revenue during any of the respective years.

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.

Year Ended December 31,
202120202019
Americas48%52%55%
EMEA423733
Asia Pacific101112
Total100%100%100%

Asset Management Results of Operations

Year Ended December 31, 2021 versus December 31, 2020

Asset Management net revenue increased $257 million, or 22%, as compared to 2020. Management fees and other revenue was $1,305 million, an increase of $196 million, or 18%, as compared to $1,109 million in 2020, primarily due to an increase in average AUM. Incentive fees were $120 million, an increase of $62 million, as compared to $58 million in 2020.

Operating expenses increased $172 million, or 20%, as compared to 2020, primarily due to increases in compensation and benefits expense, associated with increased operating revenue, and fund distribution related fees.

Asset Management operating income was $392 million, an increase of $86 million, or 28%, as compared to operating income of $306 million in 2020 and, as a percentage of net revenue, was 27.5%, as compared to 26.2% in 2020.

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Corporate

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

Year Ended December 31,
202120202019
($ in thousands)
Interest Income$2,819$3,623$12,030
Interest Expense(75,351)(75,623)(75,593)
Net Interest (Expense)(72,532)(72,000)(63,563)
Other Revenue76,08650,17138,910
Net Revenue (Expense)3,554(21,829)(24,653)
Operating Expenses79,80872,11680,758
Operating Income (Loss)$(76,254)$(93,945)$(105,411)

Corporate Results of Operations

Year Ended December 31, 2021 versus December 31, 2020

Net interest expense remained substantially the same as compared to 2020.

Other revenue increased $26 million, or 52%, as compared to 2020, primarily due to higher income in the 2021 period attributable to investments.

Operating expenses increased $8 million, or 11%, as compared to 2020.

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 shareholders, payments of incentive compensation to managing directors and employees and purchases of common stock. Cash flows were also affected: (i) in 2019, by Lazard Group’s issuance of $500 million aggregate principal amount of its 4.375% senior notes maturing in 2029 (the “2029 Notes”) and (ii) in 2019, the redemption of the 2020 Notes.

M&A and other 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 holdbacks. Fees from our Private Capital 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. The Company also paid a special dividend in 2019.

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Summary of Cash Flows:

Year Ended December 31,
202120202019
($ in millions)
Cash Provided By (Used In):
Operating activities:
Net income$543$403$298
Adjustments to reconcile net income to net cash provided by operating activities (a)623495512
Other operating activities (b)(300)(322)(132)
Net cash provided by operating activities866576678
Investing activities(39)(63)(42)
Financing activities (c)196(547)(444)
Effect of exchange rate changes(162)147(28)
Net Increase in Cash and Cash Equivalents and Restricted Cash861113164
Cash and Cash Equivalents and Restricted Cash (d):
Beginning of Period2,5692,4562,292
End of Period$3,430$2,569$2,456
Column 1Column 2
(a)Consists of the following:
Year Ended December 31,
202120202019
($ in millions)
Depreciation and amortization of property$38$35$36
Noncash lease expense746560
Currency translation adjustment reclassification24--
Amortization of deferred expenses and share-based incentive compensation394347366
Deferred tax provision914725
Amortization and other acquisition-related costs-219
Provision (benefit) pursuant to tax receivable agreement2(1)(1)
Loss on extinguishment of debt--7
Total$623$495$512
Column 1Column 2
(b)Includes net changes in operating assets and liabilities.
Column 1Column 2
(c)Consists primarily of purchases of shares of common stock, tax withholdings related to the settlement of vested RSUs, vested restricted stock awards and vested PRSUs, common stock dividends, changes in customer deposits, distributions to noncontrolling interest holders, and activity relating to borrowings (including, in 2019, the redemption of the 2020 Notes and the issuance of the 2029 Notes) and in 2021, contributions from redeemable noncontrolling interests and payments of underwriting fees and other offering costs associated with the LGAC IPO.
Column 1Column 2
(d)Cash and cash equivalents and restricted cash consists of cash and cash equivalents, deposits with banks and short-term investments and restricted cash.

Liquidity and Capital Resources

The Company’s liquidity and capital resources are derived from operating activities, financing activities and equity offerings.

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Operating Activities

Net revenue, operating income and cash receipts fluctuate significantly between periods and could be affected by various risks and uncertainties, including, but not limited to, the ongoing effects of the COVID-19 pandemic. 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 also pay certain tax advances during the year on behalf of certain managing directors, which serve to reduce their respective incentive compensation payments. We expect this seasonal pattern of cash flow to continue.

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”. In the year ended December 31, 2021, as reflected on the consolidated statements of financial condition, both “deposits with banks and short-term investments” and “deposits and other customer payables” increased as compared to December 31, 2020, and reflect the level of LFB customer-related demand deposits, primarily from clients and funds managed by LFG.

Lazard’s 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 stockholders’ equity. Foreign currency remeasurement gains and losses on transactions in non-functional currencies are included on the consolidated statements of operations.

We regularly monitor our liquidity position, including cash levels, lease obligations, investments in U.S. Treasury securities, credit lines, principal investment commitments, interest and principal payments on debt, capital expenditures, dividend payments, purchases of shares of common stock and matters relating to liquidity and to compliance with regulatory net capital requirements. At December 31, 2021, Lazard had approximately $1,465 million of cash, with such amount including approximately $767 million held at Lazard’s operations outside the U.S. Lazard provides for income taxes on substantially all of its foreign earnings. We expect that no material amount of additional taxes would be recognized upon receipt of dividends or distributions of such earnings from our foreign operations.

As of December 31, 2021, the Company’s lease obligations were $81 million for 2022, $142 million from 2023 through 2024, $118 million from 2025 through 2026 and $322 million through 2033.

As of December 31, 2021, Lazard had approximately $207 million in unused lines of credit available to it, including a $200 million, three-year, senior revolving credit facility with a group of lenders that expires in July 2023 (the “Amended and Restated Credit Agreement”) and unused lines of credit available to LFB of approximately $6 million.

The 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 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 Amended and Restated Credit Agreement generally will bear interest at LIBOR plus an applicable margin for specific interest periods determined based on Lazard Group’s highest credit rating from an internationally recognized credit agency.

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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, provided that the Consolidated Leverage Ratio may be greater than 3.25 to 1.00 for two (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 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 December 31, 2021, Lazard Group was in compliance with such ratios, with its Consolidated Leverage Ratio being 1.32 to 1.00 and its Consolidated Interest Coverage Ratio being 17.11 to 1.00. In any event, no amounts were outstanding under the Amended and Restated Credit Agreement as of December 31, 2021.

In addition, the Amended and Restated Credit Agreement, contains certain other covenants (none of which relate to financial condition), events of default and other customary provisions and also contains customary LIBOR-replacement mechanics. At December 31, 2021, 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 our cash flows from operating activities should be sufficient for us to fund our current obligations for the next 12 months.

See also Notes 14, 16, 17, 19 and 21 of Notes to Consolidated Financial Statements regarding information in connection with commitments, incentive plans, employee benefit plans, income taxes and tax receivable agreement obligations, respectively.

Financing Activities

The table below sets forth our corporate indebtedness as of December 31, 2021 and 2020. The agreements with respect to this indebtedness are discussed in more detail in our consolidated financial statements and related notes included elsewhere in this Form 10-K.

Outstanding as of
December 31, 2021December 31, 2020
Senior DebtMaturity DatePrincipalUnamortized Debt CostsCarrying ValuePrincipalUnamortized Debt CostsCarrying Value
($ in millions)
Lazard Group 2025 Senior Notes2025$400.0$1.5$398.5$400.0$2.0$398.0
Lazard Group 2027 Senior Notes2027300.02.0298.0300.02.4297.6
Lazard Group 2028 Senior Notes2028500.05.7494.3500.06.6493.4
Lazard Group 2029 Senior Notes2029500.05.6494.4500.06.3493.7
$1,700.0$14.8$1,685.2$1,700.0$17.3$1,682.7

The indenture and supplemental indentures relating to Lazard Group’s senior notes contain certain covenants (none of which relate to financial condition), events of default and other customary provisions. At December 31, 2021, 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 13 of Notes to Consolidated Financial Statements for additional information regarding senior debt.

Stockholders’ Equity

At December 31, 2021, total stockholders’ equity was $1,078 million, as compared to $999 million and $682 million at December 31, 2020 and 2019, respectively, including $975 million, $912 million and $610 million

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attributable to Lazard Ltd on the respective dates. The net activity in stockholders’ equity during the years ended December 31, 2021 and 2020 is reflected in the table below:

Year Ended December 31,
20212020
($ in millions)
Stockholders’ Equity - Beginning of Year$999$682
Adjustment for cumulative effect on prior years from the adoption of new accounting guidance-(8)
Balance as adjusted, Beginning of Year999674
Increase (decrease) due to:
Net income546403
Other comprehensive income1555
Amortization of share-based incentive compensation234218
Purchase of common stock(406)(95)
Settlement of share-based incentive compensation (a)(70)(72)
Common stock dividends(196)(197)
Change in redemption value of redeemable noncontrolling interests(44)-
Other - net-13
Stockholders’ Equity - End of Year$1,078$999
Column 1Column 2
(a)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 common stock, which help offset the dilutive effect of our share-based incentive compensation plans. During a given year the Company 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 the Company purchases shares in connection with this annual objective may vary from period to period due to a variety of factors. Purchases with respect to such program are set forth in the table below:

Year Ended December 31:Number of SharesAverage Price Per Share
201913,674,439$36.18
20202,912,035$32.70
20219,124,295$44.51

As of December 31, 2021, a total of $194 million of share repurchase authorization remained available under Lazard Ltd’s share repurchase program, which will expire on December 31, 2022.

In addition, on February 2, 2022, the Board of Directors of Lazard authorized the repurchase of up to $300 million of additional shares of common stock, which authorization will expire December 31, 2024, bringing the total available share repurchase authorization as of February 2, 2022 to $431 million.

During the year ended December 31, 2021, 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.

On October 31, 2019, Lazard Group distributed to its managing members, which are subsidiaries of Lazard Ltd, 17,000,000 shares of common stock that were held by Lazard Group. These shares were ultimately received by Lazard Ltd and cancelled. There was no impact on total stockholders’ equity as a result of the share cancellation.

On February 2, 2022, the Board of Directors of Lazard declared a quarterly dividend of $0.47 per share on our common stock. The dividend is payable on February 25, 2022, to stockholders of record on February 14, 2022.

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See Notes 15 and 16 of Notes to Consolidated Financial Statements for additional information regarding Lazard’s stockholders’ 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 22 of Notes to 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 this Form 10-K.

Critical Accounting Policies and Estimates

The preparation of Lazard’s 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 doubtful accounts, income taxes (including the impact on the tax receivable agreement obligation) 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.

The following is a description of Lazard’s critical accounting estimates and judgments used in the preparation of its consolidated financial statements.

Revenue Recognition

Lazard generates substantially all of its revenue from providing Financial Advisory and Asset Management services to clients. Lazard recognizes revenue in accordance with the criteria in Note 2 of Notes to Consolidated Financial Statements.

Assessment of these criteria requires the application of judgment in determining the timing and amount of revenue recognized, including the probability of collection of fees.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts 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, which may include situations where a fee is in dispute or litigation has commenced; and (iii) performing qualitative assessments to monitor economic risks that may require additional adjustments.

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The allowance for doubtful accounts 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 of charge-off data. When assessing risk characteristics of individual clients, we considered the macroeconomic environment in the local market, our collection experience and recent communication with the client, as well as any potential future engagement with the client. We have also considered risks associated with the COVID-19 pandemic that started in early 2020 and have made necessary adjustments to the allowance for risks associated with certain clients that had been adversely impacted.

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 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 a taxing authority. The measurement of deferred tax assets and liabilities is based upon currently enacted tax rates in the applicable jurisdictions. At December 31, 2021, on a consolidated basis, we recorded gross deferred tax assets of approximately $647 million, with such amount partially offset by a valuation allowance of approximately $89 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.  See Note 2 of Notes to Consolidated Financial Statements for additional information on sources of taxable income, and the information considered when assessing whether a valuation allowance is required.

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 or have tax attributes that may expire unused. In addition, some of our tax-paying entities have recorded a valuation allowance on substantially all of their deferred tax assets due to the combined effect of operating losses in certain subsidiaries of these entities as well as foreign taxes that together substantially offset any U.S. tax liability. 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 $89 million of deferred tax assets held by these entities as of December 31, 2021.

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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.

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” and Note 19 of Notes to Consolidated Financial Statements for additional information related to income taxes.

Amended and Restated Tax Receivable Agreement

The Second Amended and Restated Tax Receivable Agreement, dated as of October 26, 2015 (the “TRA”), between Lazard and LTBP Trust (the “Trust”) provides for payments by our subsidiaries to the owners of the Trust, who include certain of our executive officers.

The amount of the TRA liability is an undiscounted amount based upon current tax laws and the structure of the Company and various assumptions regarding potential future operating profitability. The assumptions reflected in the estimate involve significant judgment, and if our structure or income assumptions were to change, we could be required to accelerate payments under the TRA. As such, the actual amount and timing of payments under the TRA could differ materially from our estimates. See Note 21 of Notes to Consolidated Financial Statements for additional information regarding the TRA.

The cumulative liability relating to our obligations under the TRA recorded as of December 31, 2021 and 2020 was $213 million and $221 million, respectively, and is recorded in “tax receivable agreement obligation” on the consolidated statements of financial condition. The Company currently expects that approximately $21 million will be paid within the next 12 months.

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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. The goodwill impairment test as of November 1, 2021 indicated that no reporting units were at risk of impairment. See Note 11 of Notes to Consolidated Financial Statements for additional information regarding goodwill.

Consolidation

The consolidated financial statements include entities in which Lazard 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.

Column 1Column 2Column 3
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.
Column 1Column 2Column 3
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 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 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 such investments is limited to the extent of our investment in, or investment commitment to, such entities.

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 $74 million in ten entities as of December 31, 2021, as compared to $59 million in seven entities as of December 31, 2020. LFI investments held in entities in which the Company maintained a controlling interest were $175 million in ten entities as of December 31, 2021, as compared to $155 million in nine entities as of December 31, 2020.

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As of December 31, 2021 and 2020, 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 24 of Notes to 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 Consolidated Financial Statements for additional information on the consolidation of LGAC.

Risk Management

Investments

Investments consist primarily of debt and equity securities, and interests in alternative investment, debt, equity and private equity funds. These investments, are carried at fair value on the 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.

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 7 of Notes to 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:

December 31,
20212020
($ in thousands)
Seed investments by asset class:
Equities (a)$121,627$82,699
Fixed income10,34310,977
Alternative investments30,49522,113
Total seed investments162,465115,789
Other investments owned:
Private equity30,12720,675
U.S. Treasury securities299,99099,987
Fixed income and other24,22625,578
Total other investments owned354,343146,240
Subtotal516,808262,029
Add investments:
Private equity consolidated, not owned16,46216,892
Equity method16,250-
LFI457,819379,611
Total investments$1,007,339$658,532

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Column 1Column 2
(a)At December 31, 2021 and 2020, seed investments in directly owned equity securities were invested as follows:
December 31,
20212020
Percentage invested in:
Financials16%16%
Consumer3238
Industrial1412
Technology2621
Other1213
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) investments accounted for under the equity method of accounting.

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 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 December 31, 2021 and 2020, 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 $138 million and $95 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 decrease of approximately $0.3 million and $0.2 million in the carrying value of such investments as of December 31, 2021 and 2020, respectively, including the effect of the hedging transactions.

Interest Rate/Credit Spread Risk—At December 31, 2021 and 2020, 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 $351 million and $139 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 decrease of approximately $0.6 million and $1.0 million in the carrying value of such investments as of December 31, 2021 and 2020, respectively, including the effect of the hedging transactions.

Foreign Exchange Rate Risk—At December 31, 2021 and 2020, 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 $68 million and $48 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 $2.4 million and $0.4 million in the carrying value of such investments as of December 31, 2021 and 2020, respectively, including the effect of the hedging transactions.

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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 December 31, 2021 and 2020, the Company’s exposure to changes in fair value of such investments was approximately $30 million and $21 million, respectively. The Company estimates that a hypothetical 10% adverse change in fair value would result in a decrease of approximately $3.0 million and $2.1 million in the carrying value of such investments as of December 31, 2021 and 2020, 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.”

Risks Related to Receivables

We maintain an allowance for doubtful accounts to provide coverage for probable losses from our receivables. We determine the adequacy of the allowance by estimating the probability of loss based on our analysis of the client’s creditworthiness, among other things, and specifically provide for exposures where we determine the receivables are impaired. At December 31, 2021, total receivables amounted to $806 million, net of an allowance for doubtful accounts of $34 million. As of that date, Financial Advisory and Asset Management fees, and customers and other receivables comprised 83% and 17% of total receivables, respectively. At December 31, 2020, total receivables amounted to $743 million, net of an allowance for doubtful accounts of $37 million. As of that date, Financial Advisory and Asset Management fees, and customers and other receivables comprised 84% and 16% of total receivables, respectively. See also “Critical Accounting Policies and Estimates—Revenue Recognition” above and Note 5 of Notes to Consolidated Financial Statements for additional information regarding receivables.

LFG and LFB offer wealth management and banking services to high net worth individuals and families. At December 31, 2021 and 2020, customers and other receivables included $122 million and $100 million, respectively, of LFB loans. Such loans were fully collateralized and closely monitored for counterparty creditworthiness.

Credit Concentrations

The Company monitors its exposures to individual counterparties and diversifies where appropriate to reduce the exposure to concentrations of 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. Derivative assets amounted to $1 million at both December 31, 2021 and 2020, respectively, and derivative liabilities, excluding the derivative liability arising from the Company’s obligation pertaining to LFI and other similar deferred compensation arrangements and the derivative liability for warrants exercisable for LGAC Class A ordinary shares that were issued in connection with the LGAC IPO (the “LGAC Warrants”), amounted to $3 million at both December 31, 2021 and 2020, respectively.

The Company records the LGAC Warrants as derivative liabilities at fair value, which amounted to $10 million at December 31, 2021, with remeasurement gains and losses recorded in earnings.

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 $359 million and $311 million at December 31, 2021 and 2020, respectively.

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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 December 31, 2021, Lazard estimates that its annual operating income relating to cash and cash equivalents would increase by approximately $15 million in the event interest rates were to increase by 1% and decrease by approximately $15 million if rates were to decrease by 1%.

As of December 31, 2021, the Company’s cash and cash equivalents totaled approximately $1,465 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 constantly 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 businesses 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 or noncompliance. 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 the operating companies 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. See Item 1A, “Risk Factors” above for more information regarding operational risk in our business.

Recent Accounting Developments

For a discussion of recently issued accounting developments and their impact or potential impact on Lazard’s consolidated financial statements, see Note 3 of Notes to Consolidated Financial Statements.

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