FULL ANNUAL REPORT PDF

COVER BUSINESS MODEL SHAREHOLDER LETTER FINANCIAL HIGHLIGHTS 10-K CORPORATE INFORMATION
Lazard 2008 Annual Report
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financial advisory

Lazard’s Financial Advisory business focuses on solving the most complex challenges in transactions that typically are of significant strategic and financial importance to our clients. Our services include financial advisory on mergers and acquisitions and strategic transactions; restructuring and capital structure; and capital raising and various other corporate finance matters, for corporations, partnerships, institutions, governments, investors and boards of directors across all industries around the globe.

asset management

Asset Management’s goal is to produce superior risk-adjusted investment returns and provide investment solutions customized for our clients. We provide investment management and advisory services to institutional clients, financial intermediaries, private clients and investment vehicles on a global platform. Total Assets Under Management of $91 billion* were invested 77% in equities and 23% in fixed income, alternative investments, cash, and private equity funds; with 39% invested in international investment strategies, 41% in global investment strategies and 20% in US investment strategies.
*As of December 31, 2008
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Our results during 2008 demonstrate that Lazard’s simple business model provides opportunities for us, our clients and our shareholders. Even in a volatile environment, Lazard’s distinct intellectual capital approach performed well relative to the industry.

Operating revenue was $1.68 billion for the full year of 2008. Adjusted net income on a fully exchanged basis was $205.9 million or $1.72 per share, diluted, for the full year of 2008.1 Lazard continued to maintain liquidity and control costs.

financial advisory

Lazard has maintained and strengthened its role as the independent advisor for clients on complex transactions and situations that transcend economic cycles. We completed significant transactions during 2008, including: InBev’s $52 billion acquisition of Anheuser-Busch, the largest all-cash deal in history; Gaz de France’s €44.6 billion merger with Suez; for the Ministry of Finance of the Netherlands in the State of the Netherlands’ €16.8 billion acquisition of the Dutch-based banking and insurance businesses of Fortis and Fortis’ share in ABN Amro Holding; Trane’s $10.1 billion sale to Ingersoll-Rand; Resolution plc’s £5.0 billion sale to Pearl Group; Mitsubishi UFJ Financial Group’s $9 billion investment in Morgan Stanley; The Royal Bank of Scotland Group’s $7 billion sale of Angel Trains to a consortium of global infrastructure investment funds led by Babcock & Brown; International Paper’s $6 billion acquisition of Weyerhaeuser’s packaging business; APP Pharmaceuticals’ $5.6 billion sale to Fresenius; and Bear Stearns’ $1.4 billion sale to JPMorgan Chase.

Among the pending, announced M&A transactions on which Lazard advised in the fourth quarter, continued to advise, or completed since December 31, 2008, are for the Haas Family Trusts in Rohm and Haas’ $18.8 billion sale to Dow Chemical; the Nuclear Liabilities Fund in British Energy’s £12.5 billion recommended sale to EDF; Exelon on its $13.7 billion exchange offer for NRG Energy; and the shareholders of Essent on the €9.3 billion offer by RWE.

In addition to our M&A activities, we are helping our clients with our global restructuring team’s deep talent and advisory experience in Chapter 11 and out-of-court restructurings, sales of distressed assets, debt advisory, capital structure advisory and capital raising around the world. Given our leadership position in this business, we have seen a dramatic increase in the level of our restructuring and capital structure advisory activity in the fourth quarter of 2008, which we expect to continue in 2009. Lazard is currently engaged on more than 70 restructuring assignments in over 20 industry sectors worldwide, many of which are not publicly disclosed assignments. In North America, we have been advising on 13 of the top 25 bankruptcies that have been filed since January 2008. These include bankruptcies of Lehman Brothers, Tribune Company, Nortel Networks, Smurfit-Stone, Tropicana Casino & Resort, Pilgrim’s Pride, WCI Communities, Trump Entertainment Resorts, TOUSA, LandSource, Vertis, Hawaiian Telcom and Tarragon Corporation. In addition, we continue to advise Journal Register, Midway Games and Pacific Energy Resources in connection with their chapter 11 bankruptcy proceedings. Other current assignments include advising Charter Communications, Capmark Financial, RH Donnelley and Station Casinos with regard to their restructuring initiatives, and we are advising the secured lenders to Masonite, Spectrum Brands and BearingPoint Inc. We also are advising the UAW in its dealings with Ford, GM and Chrysler and a number of automotive suppliers in the US and Europe.

We also are seeing a heightened level of restructuring and debt advisory activity in Europe and around the globe, including advising on the restructurings of Colonial, Countrywide, Metrovacesa, Premiere, and British Vita Group, as well as advising the Fellow Shareholders, Our results during 2008 demonstrate that Lazard’s simple business model provides opportunities for us, our clients and our shareholders. Even in a volatile environment, Lazard’s distinct intellectual capital approach performed well relative to the industry. 1 These results exclude an after-tax, LAM equity charge of $192.1 million and provisions for losses from counterparty defaults of $9.5 million relating primarily to the bankruptcy filing of one of our prime brokers, all occurring in the third quarter of 2008. creditors of Belvedere and Ferretti. We also are advising Ineos on its covenant negotiations, Olympic Airways on the sale of certain assets and Ecuador on its debt restructuring.

asset management

Lazard’s Asset Management business is diversified by geography and by product. The impact of market depreciation reduced Assets Under Management but our Asset Management business had positive net inflows in 2008 and offered many superior investment strategies for our clients.

strategic update

Our strategy is to take the long view and focus on our client relationships, as we have for over 160 years. We will reinforce our areas of strength, invest in areas of growth, develop new products, contain costs and maintain liquidity, in order to take advantage of future opportunities. For the long term, our growth drivers will be the resurgence of M&A, the continued need for restructuring and capital raising, and our Asset Management business.

Talent and Retention. During the past year, new hires included a European-based Vice Chairman of Lazard International specializing in healthcare and global transactions; UK-based managing directors in the financial institutions group; a European managing director specializing in mining and metals; and European debt advisory professionals in France, Germany and the UK. Key hires in the US included senior advisory professionals in restructuring, the aerospace & defense sector and the Lazard Middle Market business, as well as the return of our global head of power, utilities and infrastructure. We intend to continue to hire key professionals on a selected basis and to redeploy employees into areas where we see potential for growth: restructuring, financial institutions advisory and other sectors, and selected areas in Asset Management.

Products. We are continuing to broaden the products we offer clients in such areas as debt advisory and capital structure advisory.

Geographic Expansion. We continued to broaden and solidify our geographic footprint through acquisitions and strategic alliances in Financial Advisory. In January 2008, we formed MBA Lazard as a result of acquiring a 50% interest in Merchant Bankers Asociados, with offices across Central and South America. In February 2009, we entered into a strategic alliance with a financial advisory firm in Mexico. As a result, we now have full coverage of the Latin American region. In Asset Management, we have been expanding our operations in Asia.

Finally, our financial position remains strong. With approximately $1 billion in cash and marketable equity securities at the end of 2008, we are continuing to invest in growth areas of our businesses. To further optimize our mix of personnel, we also have been reducing staffing in other areas and our back office, to create greater efficiency, productivity and shareholder value.

As we look ahead to 2009, global economic challenges may persist for some time. Based on our continuing performance and ability to find opportunity in turbulent markets, I remain confident in the longterm strength of our distinct business model and am committed to investing in and growing the global Lazard franchise for the benefit of our shareholders, clients and employees.


Bruce Wasserstein

Chairman and Chief Executive Officer
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Financial Report

1 Excludes a LAM Equity Charge ($192.1 million after-tax) and provisions for losses from counterparty defaults relating primarily to the bankruptcy filing of one of our prime brokers ($9.5 million after-tax) in the third quarter of 2008.
2 Operating revenue excludes interest expense relating to financing activities and revenue/(loss) relating to the consolidation of General Partnerships, which are included in net revenue.
3 Note: Lazard believes that results assuming full exchange of outstanding exchangeable interests provide the most meaningful basis for comparison among present, historical and future periods.
4 Excludes Corporate, which includes investment income from long-term investments, net interest income generated by Lazard Frères Banque SA, interest income related to cash and interest expense related to outstanding borrowings.
5 The Stock Performance graph compares the performance of an investment in our Class A common stock from May 5, 2005 through December 31, 2008, with the S&P 500 Index and the S&P Financial Index. The graph assumes $100 was invested at the close of business on May 5, 2005 in each of our Class A common stock, the S&P 500 Index and the S&P Financial Index. It also assumes that dividends were reinvested on the date of payment without payment of any commissions. The performance shown in the graph represents past performance and should not be considered an indication of future performance.
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Board of
Directors
Independent Registered Public Accounting Firm Transfer Agent and Registrar Corporate Governance Guidelines Executive Officers Officer Certifications Forward - Looking Statements Annual Meeting Principal Offices Global Offices
Bruce Wasserstein
Chairman and Chief Executive Officer

Ronald J. Doerfler
Senior Vice President and
Chief Financial Officer
The Hearst Corporation

Dominique Ferrero
Chief Executive Officer
Natixis

Steven J. Heyer
Chairman and Co-CEO
Electric Eye Entertainment Corp.

Sylvia Jay
Vice Chairman
L’Oreal UK

Ellis Jones
Chief Executive Officer
Wasserstein & Co., LP
Vernon E. Jordan, Jr.
Senior Managing Director
Lazard

Senior Counsel
Akin Gump Strauss Hauer & Feld LLP

Philip Laskawy
Chairman
Fannie Mae

Hal S. Scott
Nomura Professor
Director of the Program on International Financial Systems
Harvard Law School

Michael J. Turner
Chairman
Babcock International Group PLC

Independent Registered Public
Accounting Firm

Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281
1-212-436-2000

Transfer Agent and Registrar

BNY Mellon Shareowner Services
480 Washington Boulevard
Jersey City, NJ 07310-1900

SHAREHOLDER INQUIRIES

Lazard Ltd
c/o BNY Mellon Shareowner Services
PO. Box 358015
Pittsburgh, PA 15252-8015
1-800-851-9677 (US)
1-201-680-6578 (Outside the US)
www.bnymellon.com/shareowner/isd

Corporate Governance Guidelines

Lazard’s Corporate Governance Guidelines are available on Lazard’s website at www.lazard.com. You may obtain a copy of Lazard’s Corporate Governance Guidelines without charge through Lazard’s principal executive office in New York.

Executive Officers

Bruce Wasserstein
Chairman and Chief Executive Officer

Michael J. Castellano
Chief Financial Officer

Steven J. Golub
Vice Chairman
Chairman, Financial Advisory Group

Scott D. Hoffman
General Counsel

Alexander F. Stern
Chief Operating Officer

Charles G. Ward, Ill
President
Chairman, Asset Management Group

Officer Certifications

The Company has filed the certifications required under Section 302 of the Sarbanes- Oxley Act of 2002 as exhibits to Lazard Ltd’s Annual Report on Form 10-K for the year ended December 31, 2008.

In June 2008, the Chief Executive Officer of Lazard Ltd made an unqualified certification to the NYSE with respect to the firm’s compliance with the NYSE corporate governance listing standards.

Forward-Looking Statements

This annual report contains forward-looking statements that involve risks and uncertainties, including those relating to Lazard’s future success and growth. Please refer to the “Special Note Regarding Forward-Looking Statements” in Lazard’s Annual Report on Form 10-K for the year ended December 31, 2008, for a description of certain factors that may cause actual results to differ from results expressed or implied by these forward-looking statements. Lazard assumes no obligation to update forward-looking information contained in this annual report.

Annual Meeting

The Annual Meeting of Shareholders will be held Tuesday, April 28, 2009, at 8:30 a.m. Eastern Daylight Time (9:30 a.m. Bermuda time), at the Tucker’s Point Hotel, Harrington Sound, Bermuda.

Principal Offices

US
30 Rockefeller Plaza
New York, NY 10020

UK
50 Stratton Street
London W1J 8LL

France
121 Boulevard Haussmann
75382 Paris Cedex 08

Global Offices

AMERICAS

Atlanta
Boston
Buenos Aires
Charlotte
Chicago
Houston
Lima
Los Angeles
Minneapolis
Montevideo
Montréal
New York
Panama City
San Francisco
Santiago
São Paulo
Toronto
Washington, D.C.

ASIA

Bahrain
Beijing
Dubai
Hong Kong
Mumbai
Seoul
Singapore
Tokyo

AUSTRALIA

Melbourne
Sydney

EUROPE

Amsterdam
Bordeaux
Frankfurt
Hamburg
Lyon
London
Madrid
Milan
Paris
Stockholm
Zürich
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