Lazard Ltd Reports First-Quarter 2009 Results

Lazard Ltd (NYSE: LAZ) today announced financial results for the first quarter ended March 31, 2009. Net loss^(c) on a fully exchanged basis was $(29.7) million, or $(0.26) per share (diluted), for the first quarter of 2009, excluding a previously announced $62.6 million pre-tax charge ($56.1 million after-tax) as a result of costs related to staff reductions and realignments, compared to net income of $16.0 million, or $0.14 per share (diluted), for the first quarter of 2008. Including the above charge, net loss on a fully exchanged basis was $(85.8) million, or $(0.74) per share (diluted), for the first quarter of 2009.

On a U.S. GAAP basis, which is before exchange of exchangeable interests and includes the first-quarter pre-tax charge, the net loss was $(53.5) million, or $(0.77) per share (diluted), for the first quarter of 2009, compared to net income of $7.8 million or $0.14 per share (diluted) for the first quarter of 2008.

Lazard believes that results assuming full exchange of outstanding exchangeable interests provide the most meaningful basis for comparison among present, historical and future periods.

Comments

"This obviously continues to be a tumultuous environment which impacts the timing and level of our revenue,” said Bruce Wasserstein, Chairman and Chief Executive Officer of Lazard. "However, we believe that this is a time of great opportunity for Lazard. We have accelerated our major global hiring initiative at the senior level. We are reinforcing our areas of strength, investing in areas of growth, developing new products, containing costs and maintaining liquidity, in order to take advantage of current and future opportunities. Our planning is to have significantly improved revenues during the second half of the year.”

"Our restructuring practice holds a clear leadership position and assignments are accelerating. Restructuring assignments normally are executed over a six- to eighteen-month period, which will affect the timing of the recognition of restructuring revenues,” said Mr. Wasserstein. "We also have maintained a strong market presence in M&A and complex strategic advisory transactions. Our Asset Management business has continued to offer many superior and diverse investment strategies. Although revenues from assets under management necessarily reflect market circumstances, products with superior performance should attract additional assets in the future,” said Mr. Wasserstein.

"We have maintained our approach of taking the long view with a focus on our client relationships, as we have for over 160 years,” said Mr. Wasserstein. "Our growth drivers for the long term will be the resurgence of M&A, the continual and accelerating need for restructuring, capital structure advisory and capital raising, and the performance of our Asset Management business. I remain confident in the strength of our business model.”

"Lazard’s financial position remains strong with more than $900 million of cash and marketable equity securities at the end of the quarter, and our businesses generate positive cash flow,” said Michael J. Castellano, Chief Financial Officer of Lazard. "Lazard has neither sought nor received any funds under TARP. We do not use our balance sheet to generate business.”

"Our backlog for completed transactions seems to be weighted toward the second half of 2009, which has an impact on the timing of our revenue recognition. Our Restructuring practice is well positioned for the growth of corporate defaults, which is expected to be at a record high level by the end of 2009, ” added Mr. Castellano. "We are continuing to invest in our businesses for future growth and to focus on containing discretionary spending, as demonstrated by the 24% and 12% reduction in non-compensation costs in this year’s first quarter compared to the first and fourth quarters, respectively, of last year.”

"We expect that Financial Advisory revenue and operating income will continue to fluctuate from quarter to quarter and that quarterly patterns may differ from year to year. This is why it is always best to measure our results on an annual basis, particularly in uncertain markets like this,” said Mr. Castellano. "We remain confident that our intellectual capital approach and the operating leverage of our business model will continue to yield positive long-term results.”

"We are asserting our leadership as the world’s largest global independent financial advisory firm and are increasing the pace of senior hires,” said Steven J. Golub, Vice Chairman of Lazard. "We continued to advise on complex, global M&A and other strategic transactions during and since the first quarter, such as Haas Family Trusts in Rohm and Haas’ $18.8 billion sale to Dow Chemical, which closed on April 1,” said Mr. Golub. "We also are working on such recently announced assignments as Barclays’ $4.4 billion sale of its iShares business, GlaxoSmithKline’s up to $3.6 billion acquisition of Stiefel Laboratories, Exelon’s $13.7 billion exchange offer for NRG Energy, Caisse Nationale des Caisse d’Epargne’s planned merger with Banque Fédérale des Banques Populaires, Pfizer’s agreement with GlaxoSmithKline to create a world-leading, specialist HIV company; and Anheuser-Busch InBev’s $667 million sale of a 19.9% stake in Tsingtao to Asahi.”

"Restructuring continues to accelerate significantly as the default levels and the need for in-court Chapter 11 and out-of-court restructurings continue to grow. Our market-leading restructuring business grew over the past year, as a result of having the industry’s largest and most experienced group of restructuring and debt advisory professionals, teamed with our senior industry sector investment bankers across the U.S. and Europe, and in all the major markets around the world,” said Mr. Golub. "We expect to see restructuring and capital structure advisory activity continue to grow.”

"During and since the first quarter, we have been actively advising on more than 80 restructuring and debt advisory assignments worldwide, advising on 13 of the top 25 US Chapter 11 bankruptcies that were filed since January 2008, and advising the debtors or creditors on nine out of the ten largest North American bankruptcies filed in 2009,” said Mr. Golub. "These include advising on such bankruptcies as Lehman Brothers, Charter Communications and Nortel Networks. We also are advising Cemex in its negotiations with creditors and the UAW in negotiating VEBA restructurings with GM, Ford and Chrysler, among other assignments.”

"In addition, we are advising governments, governmental agencies or state-owned entities on the impact of the current economic situation on financial institutions in a number of European countries, including, among others, Austria, Belgium, Germany and Sweden,” said Mr. Golub. "Our Sovereign Advisory Group is currently advising a number of countries on the restructuring of sovereign debt, including Ecuador, the Ivory Coast and Gabon, and we are advising the German Ministry of Finance on the handling of impaired German bank assets.”

Operating Revenue and Operating Income

Operating revenue was $272.9 million for the 2009 first quarter, compared to $341.2 million for the first quarter of 2008. Operating revenue for the first quarter of 2009 includes Corporate revenue of $6.5 million, compared to a negative $39.7 million for the first quarter of 2008.

Operating loss, excluding the previously announced $62.6 million pre-tax charge, was $(28.2) million for the 2009 first quarter, compared to operating income of $18.0 million for the first quarter of 2008. The decrease was primarily attributable to the reduction in operating revenue offset by lower non-compensation expenses.

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

Core Operating Business

Lazard’s core operating business includes its Financial Advisory and Asset Management businesses. Core operating business revenue was $266.4 million for the first quarter of 2009, compared to $380.9 million for the first quarter of 2008, reflecting lower M&A and Corporate Finance revenues and the effects of market depreciation on asset management fees, offset by increased Restructuring revenue.

Financial Advisory

Financial Advisory operating revenue was $163.5 million for the first quarter of 2009, compared to $212.4 million for the first quarter of 2008.

Lazard’s Financial Advisory business of M&A and Strategic Advisory, Restructuring and Corporate Finance encompasses general strategic and transaction-specific advice to public and private companies, governments and other parties, and includes various corporate finance services. Some of our assignments and, therefore, related revenue, are not reflected in publicly available statistical information. Restructuring assignments normally are executed over a six- to eighteen-month period, which will also have an impact on the timing of the recognition of restructuring revenue.

M&A and Strategic Advisory

M&A and Strategic Advisory operating revenue was $96.5 million for the first quarter of 2009, compared to $166.0 million for the first quarter of 2008.

Among the transactions completed during the first quarter of 2009 on which Lazard advised were the following:

• Nuclear Liabilities Fund in British Energy’s £12.5 billion sale to EDF
• Hapag-Lloyd’s €4.45 billion sale to a Hamburg-led consortium
• Banco Santander’s $1.9 billion acquisition of Sovereign Bancorp
• Saint-Gobain’s €1.5 billion rights issue
• Hammerson’s £584 million rights issue
• Caisse Nationale des Caisses d'Epargne’s €540 million acquisition of 23% stake in Crédit Foncier de France from Nexity
• Tower Group’s Special Committee on the $490 million acquisition of CastlePoint Holdings
• Air France-KLM ‘s €323 million strategic partnership with Alitalia
• Société Nationale d’Investissement in Zain and KIA fund’s MAD2.85 billion investment in Wana
• Polaris Acquisition Corp.’s merger with HUGHES Telematics
• Otsuka Pharmaceutical’s acquisition of Nutrition & Santé

Among the pending, announced M&A transactions on which Lazard advised in the first quarter, continued to advise, or completed since March 31, 2009, are:

• Haas Family Trusts in Rohm and Haas’ $18.8 billion sale to Dow Chemical
• Independent directors of KKR Private Equity Investors, L.P. in its combination with KKR
• Acciona’s €11.1 billion sale of its 25% stake in Endesa to ENEL
• Exelon’s $13.7 billion exchange offer for NRG Energy
• Shareholders of Essent on the €9.3 billion offer by RWE
• Ciba’s CHF 6.1 billion sale to BASF
• Barclays’ $4.4 billion sale of its iShares business
• GlaxoSmithKline’s up to $3.6 billion acquisition of Stiefel Laboratories
• TM International’s INR72.9 billion acquisition of a 14.99% stake in Idea Cellular, and Idea Cellular’s subsequent merger with Spice Communications
• Natixis’ €595 million sale of 35% of CACEIS capital to Crédit Agricole

• Anheuser-Busch InBev’s $667 million sale of a 19.9% stake in Tsingtao to Asahi
• PaperlinX’s A$790 million sale of Australian Paper to Nippon Paper Group
• France Telecom’s €238 million acquisition of an additional 9.87% stake in Sonatel from the Senegalese government
• Swedish National Debt Office’s SEK2,275 million sale of both Carnegie Investment Bank and Max Matthiessen
• Pfizer’s agreement with GlaxoSmithKline to create a world-leading, specialist HIV company
• Kingdom of Belgium in its agreement with BNP Paribas on ownership structure of Fortis Bank Belgium and Fortis Insurance Belgium
• Caisse Nationale des Caisses d’Epargne’s planned merger with Banque Fédérale des Banques Populaires
• Conflicts Committee of the Board of Directors of Magellan Midstream Holdings GP, LLC in Magellan Midstream’s capital structure simplification
• Clickair’s merger with Vueling

Restructuring

Restructuring operating revenue was $60.9 million for the first quarter of 2009, compared to $15.5 million for the first quarter of 2008 and compared to $47.1 million for the fourth quarter of 2008. Restructuring assignments normally are executed over a six- to eighteen-month period, which will affect the timing of the recognition of restructuring revenues.

Restructuring and debt advisory assignments completed during the first quarter of 2009 on which Lazard advised include in-court Chapter 11 bankruptcies for Wellman Inc. and Heartland Automotive, as well as financial restructuring for CIFG, among others.

Among ongoing in-court Chapter 11 bankruptcies, on which Lazard has advised debtors or creditors during or since the first quarter of 2009, are:

• Chemicals: Chemtura, Lyondell Chemical Company
• Gaming, Entertainment and Hospitality: Midway Games, Tropicana Casino and Resort, Trump Entertainment and Resorts
• Professional/Financial Services: BearingPoint, Lehman Brothers
• Real Estate/Property Development: LandSource, Tarragon Corp., TOUSA, WCI Communities
• Technology/Media/Telecom: Charter Communications, Hawaiian Telcom, Journal Register, Nortel, Tribune Co.
• Other industries: Masonite, Pilgrim's Pride, Smurfit-Stone Container, Spectrum Brands

Among other publicly announced restructuring and debt advisory assignments on which Lazard has advised during or since the first quarter of 2009, or were completed after March 31, 2009, are:

• Alliance Bank (Kazakhstan) in the restructuring of its existing debt obligations
• Belvédère – advising the FRN noteholder committee
• Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC in connection with the sale of the market making business
• BLB Worldwide Holdings in the restructuring of its existing capital structure
• Capmark Financial on its debt and capital structure matters
• Cemex on its debt restructuring
• Countrywide (Apollo) – advising senior secured noteholders and senior noteholders in the company’s restructuring
• Ferretti – advising senior and second lien creditor coordinating committee in Ferretti’s restructuring
• The Hellenic Republic on the sale of assets of Olympic Airlines and Olympic Airways Services to Marfin Investment Group
• Honsel – advisor to senior creditor’s committee in the company’s restructuring
• INEOS Group on its covenant negotiations
• Lehman Brothers Holdings on the sale of Lehman Brothers Banque France to Nomura
• Metrovacesa on its restructuring
• Morris Publishing in evaluating on strategic options regarding the company’s existing capital structure
• RH Donnelley in evaluating strategic options regarding the company’s existing capital structure
• True Temper on exploring alternatives regarding its capital structure
• UAW in negotiating VEBA restructurings with GM, Ford and Chrysler
• Verenium Corp. in evaluating alternatives with respect to its existing debt structure
• Vita Group on its restructuring

Corporate Finance and Other

Corporate Finance and Other operating revenue was $6.1 million for the 2009 first quarter, compared to $30.9 million for the first quarter of 2008. These results were due to declines during the quarter in the value of fund closings by our Private Fund Advisory Group, as well as declines in Equity Capital Markets transactions and private placements by our Capital Markets Group.

Our Equity Capital Markets assignments in the first quarter of 2009 included Mead Johnson Nutrition’s initial public offering, and advising Geron and Progress Energy on their follow-on capital raising transactions. We advised CommScope on the issuance of new convertible debentures and the redemption of outstanding convertible debentures. We also advised Pier 1 Imports on the repurchase of its convertible senior notes and Oscient Pharmaceuticals on a maturity date extension for its convertible debt.

Our Alternative Capital Finance Group recently served as placement agent on a Registered Direct Offering (RD) during the first quarter of 2009 for Ariad Pharmaceuticals.

Asset Management

Asset Management operating revenue was $102.9 million for the first quarter of 2009 compared to $168.4 million for the 2008 first quarter.

Management fees were $93.5 million for the first quarter of 2009, compared to $158.0 million for the 2008 first quarter. Revenues in the first quarter of 2009 were primarily impacted by the effect that the declining equity markets had on assets under management.

Incentive fees were $5.4 million for the first quarter of 2009, all of which are attributed to traditional long-only investment strategies. There were no incentive fees in the first quarter of 2008.

Other Asset Management revenue was $4.0 million for the first quarter of 2009 compared to $10.4 million for the 2008 first quarter. The decrease was due primarily to lower interest and commission revenue during the first quarter of 2009.

Assets under management at the end of the first quarter of 2009 were $81.1 billion, representing an 11.0% decrease from the level of assets under management at year-end 2008. The results primarily reflect $2.4 billion of net outflows during the 2009 first quarter, $7.6 billion of market depreciation and the impact of the strengthening U.S. Dollar during the first quarter. Average assets under management decreased 37.5% for the first quarter of 2009 to $86.1 billion from $137.8 billion for the first quarter of 2008.

Corporate

Corporate operating revenue was a positive $6.5 million for the first quarter of 2009, compared to a negative $39.7 million during the first quarter of 2008. Revenue in the 2009 first quarter represents primarily investment gains and returns on average cash balances. In the 2008 first quarter, the negative revenue was due to markdowns in our portfolios of debt and equity securities, which offset other investment gains.

Expenses

Compensation and Benefits

Compensation and benefits expense increased 5.2% to $203.5 million for the first quarter of 2009 compared to $193.6 million for the first quarter of 2008. The ratio of compensation and benefits expense to operating revenue was 74.6% for the first quarter of 2009, compared to 56.7% in the first quarter of 2008. Our compensation ratio for the first quarter of 2009 is not necessarily representative of the ratio for the full year. For example, the compensation ratio and expense for each quarter will be impacted by the timing of our actual operating revenue during the year. In addition, the ratio may be impacted by our accelerated global senior-level hiring initiative and competitive considerations to meet our employee retention objectives.

Compensation and benefits expense includes the amortization of restricted stock unit and deferred cash awards. This amortization is determined on a straight-line basis over the vesting periods and not on the basis of revenue recognition, and amounted to $82.8 million and $55.6 million in the first quarter of 2009 and 2008, respectively.

Non-Compensation

Non-compensation expense decreased 24.3% to $73.1 million for the first quarter of 2009, compared to $96.5 million for the first quarter of 2008. The ratio of non-compensation expense to operating revenue was 26.8% for the first quarter of 2009, compared to 28.3% for the first quarter of 2008. Factors contributing to the decrease include lower spending for travel and other business development expenses, consulting and recruiting fees as well as the strengthening of the U. S. dollar versus foreign currencies. In addition, the 2008 period included a $6.0 million provision for costs related to leases on abandoned space.

The percentage of non-compensation expenses to operating revenue can vary from quarter to quarter due to quarterly fluctuation in revenues, among other things. Accordingly, the results in a particular quarter may not be indicative of future results. Lazard management believes that annual results are the most meaningful basis for comparison.

Restructuring Expense

During the first quarter, as previously announced, we redeployed our banking professionals into growth areas and reduced staffing in other areas to further optimize our mix of personnel, create greater efficiency, productivity and shareholder value. As a result, we recorded a pre-tax charge of $62.6 million during the first quarter. The charge includes severance and benefit payments, the acceleration of unamortized expense pertaining to restricted stock units previously granted to individuals who were terminated, and certain other expenses related to the restructuring initiative.

Provision for Income Taxes

The provision for income taxes on a fully exchanged basis was $2.5 million for the first quarter of 2009, compared to $5.3 million for the first quarter of 2008 (excluding in 2009 the effect of the restructuring expense). The effective tax rate for the first quarter of 2009, exclusive of LAM general partnership interests-related revenue, was not meaningful due to the pre-tax loss. The effective tax rate for the first quarter of 2008, exclusive of LAM general partnership interests-related revenue, was 25.0%.

Noncontrolling Interests

Net loss attributable to noncontrolling interests, assuming full exchange of interests held by members of LAZ-MD Holdings, amounted to $(1.1) million in the first quarter of 2009, compared to $(3.3) million in the first quarter of 2008. Noncontrolling interests include those interests attributable to various LAM-related general partnership interests held by our managing directors.

Capital

At March 31, 2009, Lazard reported total stockholders’ equity of $245.9 million. Reported total stockholders’ equity for the first quarter of 2009 includes a net increase in total Accumulated Other Comprehensive Loss due primarily to (i) net negative foreign currency translation adjustments of $19.7 million, and (ii) net markdowns of $9.3 million related to securities designated as available for sale, in each case including the amount attributable to noncontrolling interests.

During the first quarter of 2009, Lazard repurchased 267,419 shares of Class A common stock, for an aggregate cost of $5.6 million. Lazard’s remaining share repurchase authorization at March 31, 2009, was $120.7 million.

During the first quarter of 2009, Lazard repurchased $900,000 principal amount of its senior notes due in 2017 and recognized an aggregate gain of $258,000.

Strategic Business Developments

During the first quarter of 2009, Lazard continued to invest to support the firm’s strategy to create growth opportunities.

• We have accelerated our major global hiring initiative at the senior level. Over the last six months, we have hired a number of senior professionals in our Financial Advisory business, including in debt advisory in France and Benelux, restructuring in the US, financial institutions and global healthcare advisory in the UK, and financial and capital structure advisory in Germany. We also recently named a global head of M&A.
• In Asset Management, we continued to seed new strategies in our traditional and alternative investments business.
• In February 2009, we entered into a strategic alliance with Alfaro, Davila y Rios S.C. (ADR), a financial advisory firm in Mexico, to provide global M&A advisory services for clients, both inside and outside of Mexico, who are seeking to acquire or sell Mexican assets or have interests in other financial transactions with Mexican companies, and to provide restructuring advisory services to Mexican clients. As a result of this alliance, as well as our relationships with Signatura Lazard in Brazil and MBA Lazard throughout Central and South America, Lazard now has complete coverage in the Latin American region.

U.S. GAAP Financial Information

The following table presents select financial results for the first quarter of 2009 compared to the first quarter of 2008 On a U.S. GAAP basis, which is before exchange of exchangeable interests and includes the $62.6 million pre-tax charge ($56.1 million after-tax) during first-quarter 2009 as a result of staff reductions and realignments.

Non-U.S. GAAP Financial Information

Lazard discloses certain non-GAAP financial information, which management believes provides the most meaningful basis for comparison among present, historical and future periods. The following are non-GAAP measures used in the accompanying financial information:

• Net income (loss) attributable to Lazard Ltd, assuming full exchange of exchangeable interests (or fully exchanged basis)
• Operating revenue
• Noncontrolling interests assuming full exchange of exchangeable interests
• Provisions for income taxes on a fully exchanged basis
• Net income (loss) attributable to LAZ-MD
• Net income (loss) attributable to other noncontrolling interests
• Net income (loss) and related amount per share (diluted), assuming full exchange of exchangeable interests and excluding the restructuring expense

A reconciliation of non-U.S. GAAP financial information is presented on page 14 of this press release.

Additional financial, statistical and business-related information is included in a financial supplement. This earnings release, the financial supplement and selected transaction information will be available today on our website at www.lazard.com.

Lazard, one of the world's preeminent financial advisory and asset management firms, operates from 39 cities across 24 countries in North America, Europe, Asia, Australia, Central and South America. With origins dating back to 1848, the firm provides advice on mergers and acquisitions, restructuring and capital raising, as well as asset management services to corporations, partnerships, institutions, governments, and individuals. For more information on Lazard, please visit www.lazard.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements.” In some cases, you can identify these statements by forward-looking words such as "may”, "might”, "will”, "should”, "expect”, "plan”, "anticipate”, "believe”, "estimate”, "predict”, "potential” or "continue”, and the negative of these terms and other comparable terminology. These forward-looking statements are not historical facts but instead represent only our belief regarding future results, many of which, by their nature, are inherently uncertain and outside of our control. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by these forward-looking statements.

These factors include, but are not limited to, those discussed in our Annual Report on Form 10-K under Item 1A "Risk Factors,” and also disclosed from time to time in reports on Forms 10-Q and 8-K including the following:

• A decline in general economic conditions or the global financial markets;
• Losses caused by financial or other problems experienced by third parties;
• Losses due to unidentified or unanticipated risks;
• A lack of liquidity, i.e., ready access to funds, for use in our businesses; and
• Competitive pressure.

Lazard Ltd is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, Lazard and its operating companies use their websites to convey information about their businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates of assets under management in various hedge funds and mutual funds and other investment products managed by Lazard Asset Management LLC and its subsidiaries. Monthly updates of these funds will be posted to the Lazard Asset Management website (www.lazardnet.com) on the third business day following the end of each month. Investors can link to Lazard and its operating company websites through www.lazard.com.

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