Evercore Partners Reports Second Quarter 2011 Results; Quarterly Dividend of $0.18 Per Share

Evercore Partners Inc. (NYSE: EVR) today announced that its Adjusted Pro Forma Net Revenues were a record $141.0 million for the three months ended June 30, 2011, compared to $64.8 million and $106.2 million for the three months ended June 30, 2010 and March 31, 2011, respectively. Adjusted Pro Forma Net Revenues were $247.2 million for the six months ended June 30, 2011, compared to $149.9 million for the six months ended June 30, 2010. Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. was a record $17.8 million, or $0.43 per share, for the three months ended June 30, 2011, compared to $2.0 million, or $0.05 per share, for the three months ended June 30, 2010 and $11.4 million, or $0.28 per share, for the three months ended March 31, 2011. Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. was $29.2 million, or $0.70 per share, for the six months ended June 30, 2011, compared to $12.4 million, or $0.31 per share, for the six months ended June 30, 2010.

U.S. GAAP Net Revenues were $142.0 million for the three months ended June 30, 2011, compared to $65.0 million and $107.8 million for the three months ended June 30, 2010 and March 31, 2011, respectively. U.S. GAAP Net Revenues were $249.8 million for the six months ended June 30, 2011, compared to $153.0 million for the six months ended June 30, 2010. U.S. GAAP Net Income Attributable to Evercore Partners Inc. was $2.3 million, or $0.08 per share, for the three months ended June 30, 2011, compared to $0.1 million, or $0.00 per share, for the three months ended June 30, 2010 and $3.6 million, or $0.14 per share, for the three months ended March 31, 2011. U.S. GAAP Net Income Attributable to Evercore Partners Inc. was $5.8 million, or $0.22 per share, for the six months ended June 30, 2011, compared to $2.1 million, or $0.09 per share, for the six months ended June 30, 2010.

The Adjusted Pro Forma compensation ratio for the three months ended June 30, 2011 was 59%, compared to 63% for the same period in 2010 and 60% for the three months ended March 31, 2011. The Adjusted Pro Forma compensation ratio for the trailing twelve months was 61%, up slightly from the same period in 2010 and down from 62% for the twelve months ended March 31, 2011. The U.S. GAAP compensation ratio for the three months ended June 30, 2011, June 30, 2010 and March 31, 2011 was 71%, 70% and 65%, respectively. The U.S. GAAP trailing twelve-month compensation ratio of 68% compares to 65% for the same period in 2010 and 67% for the twelve months ended March 31, 2011.

Evercore’s quarterly results may fluctuate significantly due to the timing and amount of transaction fees earned, as well as other factors. Accordingly, financial results in any particular quarter may not be representative of future results over a longer period of time.

"We made significant progress this quarter toward achieving our strategic goals and we delivered both record quarterly revenues and earnings while continuing to invest in our core business. Our new senior managing directors are beginning to contribute, leading significant assignments for such companies as Southern Union, Dell, Guoco Group and OAO Severstal. Our Institutional Equities and Private Funds teams are gaining new clients and increasing their contribution to revenues. Our Investment Management business increased its contribution to earnings. Overall, this is a solid performance in a market that remains challenging,” said Ralph Schlosstein, President and Chief Executive Officer. "As we look ahead much work remains to be done as we plan for the integration of the Lexicon Partners team and pursue organic and inorganic opportunities to expand our core businesses.”

"The M&A environment continues to improve, both in the U.S. and abroad and Evercore continues to differentiate itself, gaining market share and growing revenues,” said Roger Altman, Executive Chairman. "Our business model remains simple and sound: recruit and promote high quality bankers with deep knowledge of and relationships with the clients they serve and maintain a collegial environment where people work well together. This simple focus enables us to recruit many of the most talented bankers in the business, including Anthony Magro, who has started, and Shaun Finnie, who starts later this year, as Senior Managing Directors, and to advise on significant strategic transactions including among others, Exelon’s proposed acquisition of Constellation Energy Group, Southern Union’s announced sale and International Paper’s announced acquisition of Temple-Inland.”

Consolidated U.S. GAAP and Adjusted Pro Forma Selected Financial Data (Unaudited)

				U.S. GAAP
				Three Months Ended																					% Change vs.												Six Months Ended
				June 30,							March 31,							June 30,							March 31,						June 30,						June 30,							June 30,
				2011							2011							2010							2011						2010						2011							2010							% Change
				(dollars in thousands)
Net Revenues				$	141,991						$	107,845						$	64,970						32	%					119	%					$	249,836						$	152,991						63	%
Operating Income (Loss)				$	11,167						$	11,175						$	(3,121	)					(0	%)					NM						$	22,342						$	7,687						191	%
Net Income Attributable to Evercore Partners Inc.				$	2,261						$	3,588						$	117						(37	%)					NM						$	5,849						$	2,137						174	%
Diluted Earnings Per Share				$	0.08						$	0.14						$	0.00						(43	%)					NM						$	0.22						$	0.09						144	%
Compensation Ratio					71	%						65	%						70	%																		68	%						66	%
Operating Margin					8	%						10	%						(5	%)																		9	%						5	%
				Adjusted Pro Forma
				Three Months Ended																					% Change vs.												Six Months Ended
				June 30,							March 31,							June 30,							March 31,						June 30,						June 30,							June 30,
				2011							2011							2010							2011						2010						2011							2010							% Change
				(dollars in thousands)
Net Revenues				$	140,951						$	106,217						$	64,769						33	%					118	%					$	247,168						$	149,872						65	%
Operating Income				$	31,079						$	20,805						$	4,249						49	%					631	%					$	51,884						$	23,101						125	%
Net Income Attributable to Evercore Partners Inc.				$	17,787						$	11,376						$	2,018						56	%					781	%					$	29,163						$	12,391						135	%
Diluted Earnings Per Share				$	0.43						$	0.28						$	0.05						54	%					760	%					$	0.70						$	0.31						126	%
Compensation Ratio					59	%						60	%						63	%																		59	%						61	%
Operating Margin					22	%						20	%						7	%																		21	%						15	%

Throughout the discussion of Evercore’s business segments, information is presented on an Adjusted Pro Forma basis, which is an unaudited non-generally accepted accounting principles ("non-GAAP”) measure. Adjusted Pro Forma results begin with information prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”) adjusted to exclude certain items and reflect the conversion of vested and unvested Evercore LP Units into Class A shares. Evercore believes that the disclosed Adjusted Pro Forma measures and any adjustments thereto, when presented in conjunction with comparable U.S. GAAP measures, are useful to investors to compare Evercore’s results across several periods and facilitate an understanding of Evercore’s operating results. Evercore uses these measures to evaluate its operating performance, as well as the performance of individual employees. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. For more information about the Adjusted Pro Forma basis of reporting used by management to evaluate the performance of Evercore and each line of business, including reconciliations of U.S. GAAP results to an Adjusted Pro Forma basis, see pages A-2 through A-10 included in Annex I. These Adjusted Pro Forma amounts are allocated to the Company’s two business segments: Investment Banking and Investment Management.

Business Line Reporting

A discussion of Adjusted Pro Forma revenues and expenses is presented below for the Investment Banking and Investment Management segments. Unless otherwise stated, all of the financial measures presented in this discussion are Adjusted Pro Forma measures. For a reconciliation of the Adjusted Pro Forma segment data to U.S. GAAP results, see pages A-2 to A-10 in Annex I.

Investment Banking

Evercore’s Investment Banking segment reported record net revenues this quarter of $112.2 million, up 138% from Q2 2010 and 39% from last quarter. Operating Income of $26.8 million increased 526% and 42% when compared to Q2 2010 and Q1 2011, respectively. The Operating Margin for the quarter was 24%.

				Adjusted Pro Forma
				Three Months Ended																					Six Months Ended
				June 30,							March 31,							June 30,							June 30,							June 30,
				2011							2011							2010							2011							2010
				(dollars in thousands)
Net Revenues:
Investment Banking				$	111,847						$	80,201						$	45,511						$	192,048						$	116,785
Other Revenue, net					339							380							1,562							719							3,190
Net Revenues					112,186							80,581							47,073							192,767							119,975
Expenses:
Employee Compensation and Benefits					67,303							47,475							29,360							114,778							69,925
Non-compensation Costs					18,054							14,213							13,430							32,267							24,112
Total Expenses					85,357							61,688							42,790							147,045							94,037
Operating Income				$	26,829						$	18,893						$	4,283						$	45,722						$	25,938
Compensation Ratio					60	%						59	%						62	%						60	%						58	%
Operating Margin					24	%						23	%						9	%						24	%						22	%
				U.S. GAAP
				Three Months Ended																					Six Months Ended
				June 30,							March 31,							June 30,							June 30,							June 30,
				2011							2011							2010							2011							2010
				(dollars in thousands)
Net Revenues:
Investment Banking				$	114,696						$	83,052						$	47,505						$	197,748						$	123,427
Other Revenue, net					(720	)						(673	)						520							(1,393	)						1,113
Net Revenues					113,976							82,379							48,025							196,355							124,540
Expenses:
Employee Compensation and Benefits					81,345							53,362							33,550							134,707							78,974
Non-compensation Costs					21,506							18,315							15,893							39,821							31,692
Total Expenses					102,851							71,677							49,443							174,528							110,666
Operating Income (Loss)				$	11,125						$	10,702						$	(1,418	)					$	21,827						$	13,874
Compensation Ratio					71	%						65	%						70	%						69	%						63	%
Operating Margin					10	%						13	%						(3	%)						11	%						11	%

Revenues

Investment Banking revenues were a record and increased 146% in comparison with the prior year’s quarter and 39% in comparison with the prior quarter. Investment Banking earned advisory fees from 77 clients in the second quarter compared to 72 in Q2 2010, and fees in excess of $1 million from 21 clients during Q2 2011, compared to 12 in Q2 2010. During the quarter we advised on several of the largest announced strategic transactions including Exelon’s proposed acquisition of Constellation Energy Group, Southern Union’s announced sale and International Paper’s announced acquisition of Temple-Inland and completed five underwriting assignments in the United States. The Institutional Equities business continued to gain traction with institutional clients, both in terms of research coverage and fee-paying clients and the Private Funds group closed capital raises for three clients during the quarter.

Expenses

Compensation costs for the Investment Banking segment for the three months ended June 30, 2011 were $67.3 million, an increase of 129% and 42% from Q2 2010 and Q1 2011, respectively. For the three months ended June 30, 2011, Evercore’s Investment Banking compensation ratio was 60%, versus the compensation ratio reported for the three months ended June 30, 2010 and March 31, 2011 of 62% and 59%, respectively. The trailing twelve-month compensation ratio was 61%, up from 56% in Q2 2010 and flat from Q1 2011.

Non-compensation costs for the three months ended June 30, 2011 of $18.1 million increased from the same period last year and in comparison to last quarter. The ratio of non-compensation costs to revenue decreased for both the quarter and year-to-date periods to 16% and 17%, respectively. The increase in costs was attributable to the increased size of our business, as well as costs associated with the acquisition of Lexicon Partners and the addition of experienced personnel.

Operating margins increased to 24% for the three and six month periods ended June 30, 2011.

New Business Update

The Institutional Equities business is now composed of 61 professionals. The Research team has expanded the number of companies under coverage to 156 and the sales force has now opened accounts with 174 clients. For the three months ended June 30, 2011 the business generated $4.6 million in revenues, an increase of 80% in comparison to the prior quarter. Expenses were $7.8 million for the quarter, an increase of 30% in comparison to the prior quarter.

Investment Management

The Investment Management segment reported Operating Income of $4.3 million in the second quarter, up significantly from last quarter due primarily to an increase in performance fees associated with private equity investments. Assets Under Management (AUM) decreased 6% from Q1 2011 to $16.8 billion on net outflows of $0.8 billion and $0.2 billion of market depreciation.

				Adjusted Pro Forma
				Three Months Ended																					Six Months Ended
				June 30,							March 31,							June 30,							June 30,							June 30,
				2011							2011							2010							2011							2010
Net Revenues:				(dollars in thousands)
Investment Management Revenues				$	28,627						$	25,469						$	16,295						$	54,096						$	27,346
Other Revenue, net					138							167							1,401							305							2,551
Net Revenues					28,765							25,636							17,696							54,401							29,897
Expenses:
Employee Compensation and Benefits					16,369							15,868							11,409							32,237							20,835
Non-compensation Costs					8,146							7,856							6,321							16,002							11,899
Total Expenses					24,515							23,724							17,730							48,239							32,734
Operating Income (Loss)				$	4,250						$	1,912						$	(34	)					$	6,162						$	(2,837	)
Compensation Ratio					57	%						62	%						64	%						59	%						70	%
Operating Margin					15	%						7	%						(0	%)						11	%						(9	%)
				U.S. GAAP
				Three Months Ended																					Six Months Ended
				June 30,							March 31,							June 30,							June 30,							June 30,
				2011							2011							2010							2011							2010
Net Revenues:				(dollars in thousands)
Investment Management Revenues				$	28,771						$	26,189						$	16,425						$	54,960						$	27,656
Other Revenue, net					(756	)						(723	)						520							(1,479	)						795
Net Revenues					28,015							25,466							16,945							53,481							28,451
Expenses:
Employee Compensation and Benefits					19,633							16,684							12,212							36,317							22,509
Non-compensation Costs					8,340							8,309							6,436							16,649							12,129
Total Expenses					27,973							24,993							18,648							52,966							34,638
Operating Income (Loss)				$	42						$	473						$	(1,703	)					$	515						$	(6,187	)
Compensation Ratio					70	%						66	%						72	%						68	%						79	%
Operating Margin					0	%						2	%						(10	%)						1	%						(22	%)

Revenues

		Investment Management Revenue Components
							Adjusted Pro Forma
							Three Months Ended																				Six Months Ended
							June 30,							March 31,						June 30,							June 30,							June 30,
							2011							2011						2010							2011							2010
		Management Fees					(dollars in thousands)
		Wealth Management					$	3,764						$	3,468					$	2,442						$	7,232						$	4,359
		Institutional Asset Management (1)						18,346							18,559						9,719							36,905							16,438
		Private Equity						1,714							1,715						2,202							3,429							4,180
		Total Management Fees						23,824							23,742						14,363							47,566							24,977
		Realized and Unrealized Gains (Losses)
		Institutional Asset Management						990							1,167						1,581							2,157							2,784
		Private Equity						3,878							942						481							4,820							(105	)
		Total Realized and Unrealized Gains (Losses)						4,868							2,109						2,062							6,977							2,679
		Equity in Affiliate Managers (2)						(65	)						(382	)					(130	)						(447	)						(310	)
		Investment Management Revenues					$	28,627						$	25,469					$	16,295						$	54,096						$	27,346

(1) Management fees from Institutional Asset Management were $18.4 million, $18.9 million and $37.3 million for the three months ended June 30, 2011, March 31, 2011 and six months ended June 30, 2011, respectively, on a U.S. GAAP basis, excluding the reduction of revenues for client-related expenses.

(2) Equity in Pan and G5 on a U.S. GAAP basis are reclassified from Investment Management Revenue to Income (Loss) from Equity Method Investments.

Fees earned from the management of client portfolios and other investment advisory services of $23.8 million increased for the three months ended June 30, 2011 compared to the same period of 2010, reflecting the full quarter effect of the acquisition of Atalanta Sosnoff, the inclusion of fees associated with Trilantic and continued growth in AUM within Wealth Management and the other Institutional Asset Management businesses. Management fees earned in the second quarter were flat in comparison to the fees earned in the first quarter of 2011.

Expenses

The reported growth in expenses in the second quarter of 2011 relative to the same period last year was primarily attributable to the acquisition of Atalanta Sosnoff. Second quarter expenses increased slightly in comparison to last quarter. Non-compensation costs included $1.6 million related to the amortization of acquired intangible assets for the three months ended June 30, 2011.

Other U.S. GAAP Expenses

Evercore’s Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. for the three and six months ended June 30, 2011 was higher than U.S. GAAP as a result of the exclusion of expenses associated with IPO equity awards and the amortization of intangibles, principally related to Braveheart and Protego. In addition, for Adjusted Pro Forma purposes, client related expenses and expenses associated with revenue-sharing engagements with third parties have been presented as a reduction from Revenues and Non-compensation costs. Further details of these expenses, as well as an explanation of similar expenses for the three and six months ended June 30, 2010 and the three months ended March 31, 2011, are included in Annex I, pages A-2 to A-10.

Noncontrolling Interests

Noncontrolling Interests in certain subsidiaries are owned by the principals and strategic investors in these businesses. Evercore’s equity ownership percentages in these businesses range from 51% to 86%. For the periods ended June 30, 2011 and 2010 and March 31, 2011 the gain (loss) allocated to noncontrolling interests was as follows:

							Net Gain (Loss) Allocated to Noncontrolling Interests
							Three Months Ended																					Six Months Ended
							June 30,							March 31,							June 30,							June 30,							June 30,
							2011							2011							2010							2011							2010
			Segment				(dollars in thousands)
			Investment Banking (1)				$	(973	)					$	(714	)					$	(644	)					$	(1,687	)					$	(644	)
			Investment Management (1)					662							656							(194	)						1,318							(571	)
			Total				$	(311	)					$	(58	)					$	(838	)					$	(369	)					$	(1,215	)

(1) The difference between Adjusted Pro Forma and U.S. GAAP Noncontrolling Interests relates primarily to intangible amortization expense which is eliminated for ETC and EAM.

Income Taxes

For the three and six months ended June 30, 2011, Evercore’s Adjusted Pro Forma effective tax rate was approximately 40%, compared to 49% and 42% for the three and six months ended June 30, 2010.

For the three and six months ended June 30, 2011, Evercore’s U.S. GAAP effective tax rate was approximately 53% and 45%, respectively, compared to 52% and 40% for the three and six months ended June 30, 2010. The effective tax rate for U.S. GAAP purposes reflects significant adjustments relating to the tax treatment of certain compensation transactions, as well as the noncontrolling interest associated with Evercore LP Units.

Balance Sheet

The Company continues to maintain a strong balance sheet, holding cash, cash equivalents and marketable securities of $277.9 million at June 30, 2011. Current assets exceed current liabilities by $288.3 million at June 30, 2011. Amounts due related to the Long-Term Notes Payable were $98.9 million at June 30, 2011.

During the quarter the Company repurchased approximately 90,000 shares at an average cost of $34.97 per share. During the quarter, the Company issued approximately 2.3 million Class A common shares as part of a follow-on offering, raising approximately $71.4 million.

Dividend

On July 26, 2011 the Board of Directors of Evercore declared a quarterly dividend of $0.18 per share to be paid on September 9, 2011 to common stockholders of record on August 26, 2011.

Conference Call

Investors and analysts may participate in the live conference call by dialing (866) 831-6224 (toll-free domestic) or (617) 213-8853 (international); passcode: 70483109. Please register at least 10 minutes before the conference call begins. A replay of the call will be available for one week via telephone starting approximately one hour after the call ends. The replay can be accessed at (888) 286-8010 (toll-free domestic) or (617) 801-6888 (international); passcode: 59553751. A live webcast of the conference call will be available on the Investor Relations section of Evercore’s website at www.evercore.com. The webcast will be archived on Evercore’s website for 30 days after the call.

About Evercore Partners

Evercore Partners is a leading independent investment banking advisory firm. Evercore’s Investment Banking business advises its clients on mergers, acquisitions, divestitures, restructurings, financings, public offerings, private placements and other strategic transactions and also provides institutional investors with high quality research, sales and trading execution that is free of the conflicts created by proprietary activities. Evercore’s investment management business comprises wealth management, institutional asset management and private equity investing. Evercore serves a diverse set of clients around the world from its offices in New York, Boston, Houston, Los Angeles, San Francisco, Washington D.C., London, Mexico City and Monterrey, Mexico, Hong Kong and Rio de Janeiro and São Paulo, Brazil. More information about Evercore can be found on the Company’s website at www.evercore.com.

Basis of Alternative Financial Statement Presentation

Adjusted Pro Forma results are a non-GAAP measure. Evercore believes that the disclosed Adjusted Pro Forma measures and any adjustments thereto, when presented in conjunction with comparable U.S. GAAP measures, are useful to investors to compare Evercore’s results across several periods and better reflect management’s view of operating results. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. A reconciliation of U.S. GAAP results to Adjusted Pro Forma results is presented in the tables included in Annex I.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, Evercore’s operations and financial performance. In some cases, you can identify these forward-looking statements by the use of words such as "outlook,” "believes,” "expects,” "potential,” "continues,” "may,” "will,” "should,” "seeks,” "approximately,” "predicts,” "intends,” "plans,” "estimates,” "anticipates” or the negative version of these words or other comparable words. All statements other than statements of historical fact included in this presentation are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in Evercore’s business. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Evercore believes these factors include, but are not limited to, those described under "Risk Factors” discussed in Evercore’s Annual Report on Form 10-K for the year ended December 31, 2010 and subsequent quarterly reports on Form 10-Q. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release. In addition, new risks and uncertainties emerge from time to time, and it is not possible for Evercore to predict all risks and uncertainties, nor can Evercore assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and Evercore does not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Evercore undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

With respect to any securities offered by any private equity fund referenced herein, such securities have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

ANNEX I
Schedule	Page Number
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010	A-1
Adjusted Pro Forma:
Adjusted Pro Forma Results	A-2
U.S. GAAP Reconciliation to Adjusted Pro Forma (Unaudited)	A-4
Adjusted Pro Forma Segment Reconciliation to U.S. GAAP for the Three and Six Months ended June 30, 2011 (Unaudited)	A-6
Adjusted Pro Forma Segment Reconciliation to U.S. GAAP for the Three Months ended March 31, 2011 (Unaudited)	A-7
Adjusted Pro Forma Segment Reconciliation to U.S. GAAP for the Three and Six Months ended June 30, 2010 (Unaudited)	A-8
Notes to Unaudited Condensed Consolidated Adjusted Pro Forma Financial Data	A-9

EVERCORE PARTNERS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010
(dollars in thousands, except per share data)
(UNAUDITED)
				Three Months Ended June 30,													Six Months Ended June 30,
				2011						2010							2011						2010
REVENUES
Investment Banking Revenue				$	114,696					$	47,505						$	197,748					$	123,427
Investment Management Revenue					28,771						16,425							54,960						27,656
Other Revenue					4,273						6,973							7,971						13,445
TOTAL REVENUES					147,740						70,903							260,679						164,528
Interest Expense (1)					5,749						5,933							10,843						11,537
NET REVENUES					141,991						64,970							249,836						152,991
EXPENSES
Employee Compensation and Benefits					100,978						45,762							171,024						101,483
Occupancy and Equipment Rental					5,736						4,631							10,917						7,958
Professional Fees					8,129						6,351							16,219						14,716
Travel and Related Expenses					5,434						3,979							10,013						7,349
Communications and Information Services					2,034						1,762							4,182						2,791
Depreciation and Amortization					3,071						1,948							6,062						3,298
Acquisition and Transition Costs					601						1,280							1,134						2,736
Other Operating Expenses					4,841						2,378							7,943						4,973
TOTAL EXPENSES					130,824						68,091							227,494						145,304
INCOME (LOSS) BEFORE INCOME (LOSS) FROM EQUITY METHOD INVESTMENTS AND INCOME TAXES					11,167						(3,121	)						22,342						7,687
Income (Loss) from Equity Method Investments					69						(130	)						469						(310	)
INCOME (LOSS) BEFORE INCOME TAXES					11,236						(3,251	)						22,811						7,377
Provision (Benefit) for Income Taxes					5,977						(1,698	)						10,235						2,961
NET INCOME (LOSS)					5,259						(1,553	)						12,576						4,416
Net Income (Loss) Attributable to Noncontrolling Interest					2,998						(1,670	)						6,727						2,279
NET INCOME ATTRIBUTABLE TO EVERCORE PARTNERS INC.				$	2,261					$	117						$	5,849					$	2,137
Net Income Attributable to Evercore Partners Inc. Common Shareholders				$	2,240					$	96						$	5,807					$	2,105
Weighted Average Shares of Class A Common Stock Outstanding:
Basic					23,724						19,016							23,204						18,846
Diluted					27,364						22,363							26,956						22,392
Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders:
Basic				$	0.09					$	0.01						$	0.25					$	0.11
Diluted				$	0.08					$	0.00						$	0.22					$	0.09

¹ Includes interest expense on long-term debt and interest expense on short-term repurchase agreements.

Adjusted Pro Forma Results

Throughout the discussion of Evercore’s business segments, information is presented on an Adjusted Pro Forma basis, which is a non-generally accepted accounting principles ("non-GAAP”) measure. Adjusted Pro Forma results begin with information prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”), adjusted to exclude certain items and reflect the conversion of vested and unvested Evercore LP Units, and other IPO related restricted stock unit awards, into Class A shares. Evercore believes that the disclosed Adjusted Pro Forma measures and any adjustments thereto, when presented in conjunction with comparable U.S. GAAP measures, are useful to investors to compare Evercore’s results across several periods and facilitate an understanding of Evercore’s operating results. The Company uses these measures to evaluate its operating performance, as well as the performance of individual employees. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. These Adjusted Pro Forma amounts are allocated to the Company’s two business segments: Investment Banking and Investment Management. The differences between Adjusted Pro Forma and U.S. GAAP results are as follows:

1. Assumed Vesting of Evercore LP Units and Exchange into Class A Shares. The Company incurred expenses in Employee Compensation and Benefits, resulting from the modification of Evercore LP Units, which will vest over a five-year period. The Adjusted Pro Forma results assume these LP Units have vested and have been exchanged for Class A shares. Accordingly, any expense associated with these units and related awards is excluded from Adjusted Pro Forma results and the noncontrolling interest related to these units is converted to controlling interest. The Company’s Management believes that it is useful to provide the per-share effect associated with the assumed conversion of these previously granted but unvested equity, and thus the Adjusted Pro Forma results reflect the vesting of all unvested Evercore LP partnership units and IPO related restricted stock unit awards.

2. Vesting of Contingently Vested Equity Awards. The Company incurred expenses in Employee Compensation and Benefits, resulting from the vesting of awards issued at the time of the IPO. These awards vest upon the occurrence of specified vesting events rather than merely the passage of time and continued service. In periods prior to the completion of the June 2011 offering, we concluded that it was not probable that the vesting conditions would be achieved. Accordingly, we had not been accruing compensation expense relating to these unvested stock-based awards. The completion of the June 2011 offering resulted in Messrs. Altman, Beutner and Aspe, and trusts benefiting their families and permitted transferees, collectively, ceasing to beneficially own at least 50% of the aggregate Evercore LP partnership units owned by them on the date of the internal reorganization, resulting in the vesting of these awards.

3. Expenses Associated with Business Combinations. The following expenses resulting from business combinations have been excluded from Adjusted Pro Forma results because the Company’s Management believes that operating performance is more comparable across periods excluding the effects of these acquisition-related charges;

a. Amortization of Intangible Assets. Amortization of intangible assets related to the Protego acquisition was undertaken in contemplation of the IPO. The Braveheart acquisition occurred on December 19, 2006. Also excluded is amortization of intangible assets associated with the acquisitions of SFS and EAM.

4. Client Related Expenses. The Company has reflected the reclassification of client related expenses, expenses associated with revenue sharing engagements with third parties and provisions for uncollected receivables, as a reduction of revenue. The Company’s Management believes that this adjustment results in more meaningful key operating ratios, such as compensation to net revenues and operating margin.

5. Income Taxes. Evercore is organized as a series of Limited Liability Companies, Partnerships, a C-Corporation and a Public Corporation and therefore, not all of the Company’s income is subject to corporate-level taxes. As a result, adjustments have been made to the Adjusted Pro Forma earnings to assume that the Company has adopted a conventional corporate tax structure and is taxed as a C Corporation in the U.S. at the prevailing corporate rates, that all deferred tax assets relating to foreign operations are fully realizable within the structure on a consolidated basis and that adjustments for deferred tax assets related to the ultimate tax deductions for equity-based compensation awards are made directly to stockholders’ equity. This assumption is consistent with the assumption that all Evercore LP Units are vested and exchanged into Class A shares, as discussed in Item 1 above, as the assumed exchange would change the tax structure of the Company.

6. Presentation of Interest Expense. The Adjusted Pro Forma results present interest expense on short-term repurchase agreements, within the Investment Management segment, in Other Revenues, net, as the Company’s Management believes it is more meaningful to present the spread on net interest resulting from the matched financial assets and liabilities. In addition, Adjusted Pro Forma Investment Banking and Investment Management Operating Income is presented before interest expense on long-term debt, which is included in interest expense on a U.S. GAAP basis.

7. Presentation of Income (Loss) from Equity Method Investments. The Adjusted Pro Forma results present Income (Loss) from Equity Method Investments within Revenue as the Company’s Management believes it is a more meaningful presentation.

EVERCORE PARTNERS INC.
U.S. GAAP RECONCILIATION TO ADJUSTED PRO FORMA
(dollars in thousands)
(UNAUDITED)
				Three Months Ended																				Six Months Ended
				June 30,							March 31,							June 30,						June 30,							June 30,
				2011							2011							2010						2011							2010
Net Revenues - U.S. GAAP				$	141,991						$	107,845						$	64,970					$	249,836						$	152,991
Client Related Expenses (1)					(3,062	)						(3,971	)						(1,994	)					(7,033	)						(6,642	)
Income (Loss) from Equity Method Investments (2)					69							400							(130	)					469							(310	)
Interest Expense on Long-term Debt (3)					1,953							1,943							1,923						3,896							3,833
Net Revenues - Adjusted Pro Forma				$	140,951						$	106,217						$	64,769					$	247,168						$	149,872
Compensation Expense - U.S. GAAP				$	100,978						$	70,046						$	45,762					$	171,024						$	101,483
Amortization of LP Units and Certain Other Awards (4)					(5,917	)						(6,703	)						(4,993	)					(12,620	)						(10,723	)
IPO Related Restricted Stock Unit Awards (5)					(11,389	)						-							-						(11,389	)						-
Compensation Expense - Adjusted Pro Forma				$	83,672						$	63,343						$	40,769					$	147,015						$	90,760
Operating Income (Loss) - U.S. GAAP				$	11,167						$	11,175						$	(3,121	)				$	22,342						$	7,687
Income (Loss) from Equity Method Investments (2)					69							400							(130	)					469							(310	)
Pre-Tax Income (Loss) - U.S. GAAP					11,236							11,575							(3,251	)					22,811							7,377
Amortization of LP Units and Certain Other Awards (4)					5,917							6,703							4,993						12,620							10,723
IPO Related Restricted Stock Unit Awards (5)					11,389							-							-						11,389							-
Intangible Asset Amortization (6)					584							584							584						1,168							1,168
Pre-Tax Income - Adjusted Pro Forma					29,126							18,862							2,326						47,988							19,268
Interest Expense on Long-term Debt (3)					1,953							1,943							1,923						3,896							3,833
Operating Income - Adjusted Pro Forma				$	31,079						$	20,805						$	4,249					$	51,884						$	23,101
Provision (Benefit) for Income Taxes - U.S. GAAP				$	5,977						$	4,258						$	(1,698	)				$	10,235						$	2,961
Income Taxes (7)					5,673							3,286							2,844						8,959							5,131
Provision for Income Taxes - Adjusted Pro Forma				$	11,650						$	7,544						$	1,146					$	19,194						$	8,092
Net Income Attributable to Evercore Partners Inc. - U.S. GAAP				$	2,261						$	3,588						$	117					$	5,849						$	2,137
Amortization of LP Units and Certain Other Awards (4)					5,917							6,703							4,993						12,620							10,723
IPO Related Restricted Stock Unit Awards (5)					11,389							-							-						11,389							-
Intangible Asset Amortization (6)					584							584							584						1,168							1,168
Income Taxes (7)					(5,673	)						(3,286	)						(2,844	)					(8,959	)						(5,131	)
Noncontrolling Interest (8)					3,309							3,787							(832	)					7,096							3,494
Net Income Attributable to Evercore Partners Inc. - Adjusted Pro Forma				$	17,787						$	11,376						$	2,018					$	29,163						$	12,391
Diluted Shares Outstanding - U.S. GAAP					27,364							26,398							22,363						26,956							22,392
Vested Partnership Units (9)					9,193							9,607							12,782						9,398							12,706
Unvested Partnership Units (9)					4,496							4,525							4,540						4,511							4,540
Unvested Restricted Stock Units - Event Based (9)					511							558							648						546							648
Diluted Shares Outstanding - Adjusted Pro Forma					41,564							41,088							40,333						41,411							40,286
Key Metrics: (a)
Diluted Earnings (Loss) Per Share - U.S. GAAP (b)				$	0.08						$	0.14						$	0.00					$	0.22						$	0.09
Diluted Earnings Per Share - Adjusted Pro Forma (b)				$	0.43						$	0.28						$	0.05					$	0.70						$	0.31
Compensation Ratio - U.S. GAAP					71	%						65	%						70	%					68	%						66	%
Compensation Ratio - Adjusted Pro Forma					59	%						60	%						63	%					59	%						61	%
Operating Margin - U.S. GAAP					8	%						10	%						-5	%					9	%						5	%
Operating Margin - Adjusted Pro Forma					22	%						20	%						7	%					21	%						15	%
Effective Tax Rate - U.S. GAAP					53	%						37	%						52	%					45	%						40	%
Effective Tax Rate - Adjusted Pro Forma					40	%						40	%						49	%					40	%						42	%

(a) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above.

(b) For Earnings Per Share purposes, Net Income Attributable to Evercore Partners Inc. is reduced by $21 of accretion for the three months ended June 30, 2011, March 31, 2011 and June 30, 2010, respectively, and $42 and $32 of accretion for the six months ended June 30, 2011 and 2010, respectively, related to the Company's noncontrolling interest in Trilantic Capital Partners.

EVERCORE PARTNERS INC.
U.S. GAAP RECONCILIATION TO ADJUSTED PRO FORMA
TRAILING TWELVE MONTHS
(dollars in thousands)
(UNAUDITED)
				Consolidated
				Twelve Months Ended
				June 30,							March 31,							June 30,
				2011							2011							2010
Net Revenues - U.S. GAAP				$	475,742						$	398,721						$	346,378
Client Related Expenses (1)					(10,489	)						(9,421	)						(10,296	)
Income (Loss) from Equity Method Investments (2)					222							23							(1,327	)
Interest Expense on Long-term Debt (3)					7,757							7,727							7,639
Net Revenues - Adjusted Pro Forma				$	473,232						$	397,050						$	342,394
Compensation Expense - U.S. GAAP				$	321,458						$	266,242						$	224,588
Amortization of LP Units and Certain Other Awards (4)					(22,718	)						(21,794	)						(20,123	)
IPO Related Restricted Stock Unit Awards (5)					(11,389	)						-							-
Compensation Expense - Adjusted Pro Forma				$	287,351						$	244,448						$	204,465
Compensation Ratio - U.S. GAAP (a)					68	%						67	%						65	%
Compensation Ratio - Adjusted Pro Forma (a)					61	%						62	%						60	%
				Investment Banking
				Twelve Months Ended
				June 30,							March 31,							June 30,
				2011							2011							2010
Net Revenues - U.S. GAAP				$	373,662						$	307,711						$	298,201
Client Related Expenses (1)					(9,920	)						(8,931	)						(10,051	)
Income from Equity Method Investments (2)					932							798							-
Interest Expense on Long-term Debt (3)					4,204							4,187							4,136
Net Revenues - Adjusted Pro Forma				$	368,878						$	303,765						$	292,286
Compensation Expense - U.S. GAAP				$	251,641						$	203,846						$	181,259
Amortization of LP Units and Certain Other Awards (4)					(19,506	)						(18,560	)						(16,959	)
IPO Related Restricted Stock Unit Awards (5)					(8,906	)						-							-
Compensation Expense - Adjusted Pro Forma				$	223,229						$	185,286						$	164,300
Compensation Ratio - U.S. GAAP (a)					67	%						66	%						61	%
Compensation Ratio - Adjusted Pro Forma (a)					61	%						61	%						56	%

(a) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above.

EVERCORE PARTNERS INC.
ADJUSTED PRO FORMA SEGMENT RECONCILIATION TO U.S. GAAP
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011
(dollars in thousands)
(UNAUDITED)
				Investment Banking Segment
				Three Months Ended June 30, 2011															Six Months Ended June 30, 2011
				Non-GAAP															Non-GAAP
				Adjusted Pro											U.S. GAAP				Adjusted Pro											U.S. GAAP
				Forma Basis					Adjustments						Basis				Forma Basis					Adjustments						Basis
Net Revenues:
Investment Banking Revenue				$ 111,847					$ 2,849			(1)(2)			$ 114,696				$ 192,048					$ 5,700			(1)(2)			$ 197,748
Other Revenue, net				339					(1,059)			(3)			(720)				719					(2,112)			(3)			(1,393)
Net Revenues				112,186					1,790						113,976				192,767					3,588						196,355
Expenses:
Employee Compensation and Benefits				67,303					14,042			(4)(5)			81,345				114,778					19,929			(4)(5)			134,707
Non-compensation Costs				18,054					3,452			(6)			21,506				32,267					7,554			(6)			39,821
Total Expenses				85,357					17,494						102,851				147,045					27,483						174,528
Operating Income				$ 26,829					$ (15,704)						$ 11,125				$ 45,722					$ (23,895)						$ 21,827
Compensation Ratio (a)				60%											71%				60%											69%
Operating Margin (a)				24%											10%				24%											11%
				Investment Management Segment
				Three Months Ended June 30, 2011															Six Months Ended June 30, 2011
				Non-GAAP															Non-GAAP
				Adjusted Pro											U.S. GAAP				Adjusted Pro											U.S. GAAP
				Forma Basis					Adjustments						Basis				Forma Basis					Adjustments						Basis
Net Revenues:
Investment Management Revenue				$ 28,627					$ 144			(1)(2)			$ 28,771				$ 54,096					$ 864			(1)(2)			$ 54,960
Other Revenue, net				138					(894)			(3)			(756)				305					(1,784)			(3)			(1,479)
Net Revenues				28,765					(750)						28,015				54,401					(920)						53,481
Expenses:
Employee Compensation and Benefits				16,369					3,264			(4)(5)			19,633				32,237					4,080			(4)(5)			36,317
Non-compensation Costs				8,146					194			(6)			8,340				16,002					647			(6)			16,649
Total Expenses				24,515					3,458						27,973				48,239					4,727						52,966
Operating Income				$ 4,250					$ (4,208)						$ 42				$ 6,162					$ (5,647)						$ 515
Compensation Ratio (a)				57%											70%				59%											68%
Operating Margin (a)				15%											0%				11%											1%

(a) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above.

				Investment Banking Segment
				Three Months Ended March 31, 2011
				Non-GAAP
				Adjusted Pro											U.S. GAAP
				Forma Basis					Adjustments						Basis
Net Revenues:
Investment Banking Revenue				$ 80,201					$ 2,851			(1)(2)			$ 83,052
Other Revenue, net				380					(1,053)			(3)			(673)
Net Revenues				80,581					1,798						82,379
Expenses:
Employee Compensation and Benefits				47,475					5,887			(4)			53,362
Non-compensation Costs				14,213					4,102			(6)			18,315
Total Expenses				61,688					9,989						71,677
Operating Income				$ 18,893					$ (8,191)						$ 10,702
Compensation Ratio (a)				59%											65%
Operating Margin (a)				23%											13%
				Investment Management Segment
				Three Months Ended March 31, 2011
				Non-GAAP
				Adjusted Pro											U.S. GAAP
				Forma Basis					Adjustments						Basis
Net Revenues:
Investment Management Revenue				$ 25,469					$ 720			(1)(2)			$ 26,189
Other Revenue, net				167					(890)			(3)			(723)
Net Revenues				25,636					(170)						25,466
Expenses:
Employee Compensation and Benefits				15,868					816			(4)			16,684
Non-compensation Costs				7,856					453			(6)			8,309
Total Expenses				23,724					1,269						24,993
Operating Income				$ 1,912					$ (1,439)						$ 473
Compensation Ratio (a)				62%											66%
Operating Margin (a)				7%											2%

(a) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above.

				Investment Banking Segment
				Three Months Ended June 30, 2010																						Six Months Ended June 30, 2010
				Non-GAAP																						Non-GAAP
				Adjusted Pro															U.S. GAAP							Adjusted Pro															U.S. GAAP
				Forma Basis							Adjustments								Basis							Forma Basis							Adjustments								Basis
Net Revenues:
Investment Banking Revenue				$	45,511						$	1,994				(1)			$	47,505						$	116,785						$	6,642				(1)			$	123,427
Other Revenue, net					1,562							(1,042	)			(3)				520							3,190							(2,077	)			(3)				1,113
Net Revenues					47,073							952								48,025							119,975							4,565								124,540
Expenses:
Employee Compensation and Benefits					29,360							4,190				(4)				33,550							69,925							9,049				(4)				78,974
Non-compensation Costs					13,430							2,463				(6)				15,893							24,112							7,580				(6)				31,692
Total Expenses					42,790							6,653								49,443							94,037							16,629								110,666
Operating Income (Loss)				$	4,283						$	(5,701	)						$	(1,418	)					$	25,938						$	(12,064	)						$	13,874
Compensation Ratio (a)					62	%														70	%						58	%														63	%
Operating Margin (a)					9	%														(3	%)						22	%														11	%
				Investment Management Segment
				Three Months Ended June 30, 2010																						Six Months Ended June 30, 2010
				Non-GAAP																						Non-GAAP
				Adjusted Pro															U.S. GAAP							Adjusted Pro															U.S. GAAP
				Forma Basis							Adjustments								Basis							Forma Basis							Adjustments								Basis
Net Revenues:
Investment Management Revenue				$	16,295						$	130				(1)(2)			$	16,425						$	27,346						$	310				(1)(2)			$	27,656
Other Revenue, net					1,401							(881	)			(3)				520							2,551							(1,756	)			(3)				795
Net Revenues					17,696							(751	)							16,945							29,897							(1,446	)							28,451
Expenses:
Employee Compensation and Benefits					11,409							803				(4)				12,212							20,835							1,674				(4)				22,509
Non-compensation Costs					6,321							115				(6)				6,436							11,899							230				(6)				12,129
Total Expenses					17,730							918								18,648							32,734							1,904								34,638
Operating Income (Loss)				$	(34	)					$	(1,669	)						$	(1,703	)					$	(2,837	)					$	(3,350	)						$	(6,187	)
Compensation Ratio (a)					64	%														72	%						70	%														79	%
Operating Margin (a)					(0	%)														(10	%)						(9	%)														(22	%)

(a) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above.

Notes to Unaudited Condensed Consolidated Adjusted Pro Forma Financial Data
(1)				The Company has reflected the reclassification of client related expenses and expenses associated with revenue sharing engagements with third parties as a reduction of revenue.
(2)				Income (Loss) from Equity Method Investments is included within Revenue as the Company’s Management believes it is a more meaningful presentation.
(3)				Interest Expense on Long-term Debt is excluded from the Adjusted Pro Forma Investment Banking and Investment Management segment results and is included in Interest Expense in the segment results on a U.S. GAAP Basis.
(4)				The Company incurred expenses from the modification of Evercore LP Units and related awards, which primarily vest over a five-year period.
(5)				The Company incurred expenses from the vesting of IPO related restricted stock unit awards relating to the June 2011 offering.
(6)				Non-compensation Costs on an Adjusted Pro Forma basis reflect the following adjustments;

				Three Months Ended June 30, 2011
				Investment						Investment						Total
				Banking						Management						Segments						Adjustments							U.S. GAAP
Occupancy and Equipment Rental				$	3,942					$	1,794					$	5,736					$	-						$	5,736
Professional Fees					4,920						2,248						7,168						961			(1)				8,129
Travel and Related Expenses					3,338						611						3,949						1,485			(1)				5,434
Communications and Information Services					1,432						570						2,002						32			(1)				2,034
Depreciation and Amortization					806						1,681						2,487						584			(6a)				3,071
Acquisition and Transition Costs					507						94						601						-							601
Other Operating Expenses					3,109						1,148						4,257						584			(1)				4,841
Total Non-compensation Costs				$	18,054					$	8,146					$	26,200					$	3,646						$	29,846
				Three Months Ended March 31, 2011
				Investment						Investment						Total
				Banking						Management						Segments						Adjustments							U.S. GAAP
Occupancy and Equipment Rental				$	3,473					$	1,708					$	5,181					$	-						$	5,181
Professional Fees					3,420						1,988						5,408						2,682			(1)				8,090
Travel and Related Expenses					2,892						580						3,472						1,107			(1)				4,579
Communications and Information Services					1,452						643						2,095						53			(1)				2,148
Depreciation and Amortization					730						1,677						2,407						584			(6a)				2,991
Acquisition and Transition Costs					407						126						533						-							533
Other Operating Expenses					1,839						1,134						2,973						129			(1)				3,102
Total Non-compensation Costs				$	14,213					$	7,856					$	22,069					$	4,555						$	26,624
				Three Months Ended June 30, 2010
				Investment						Investment						Total
				Banking						Management						Segments						Adjustments							U.S. GAAP
Occupancy and Equipment Rental				$	3,325					$	1,306					$	4,631					$	-						$	4,631
Professional Fees					3,547						2,019						5,566						785			(1)				6,351
Travel and Related Expenses					2,512						355						2,867						1,112			(1)				3,979
Communications and Information Services					1,260						469						1,729						33			(1)				1,762
Depreciation and Amortization					683						681						1,364						584			(6a)				1,948
Acquisition and Transition Costs					604						676						1,280						-							1,280
Other Operating Expenses					1,499						815						2,314						64			(1)				2,378
Total Non-compensation Costs				$	13,430					$	6,321					$	19,751					$	2,578						$	22,329
				Six Months Ended June 30, 2011
				Investment						Investment						Total
				Banking						Management						Segments						Adjustments							U.S. GAAP
Occupancy and Equipment Rental				$	7,415					$	3,502					$	10,917					$	-						$	10,917
Professional Fees					8,340						4,236						12,576						3,643			(1)				16,219
Travel and Related Expenses					6,230						1,191						7,421						2,592			(1)				10,013
Communications and Information Services					2,884						1,213						4,097						85			(1)				4,182
Depreciation and Amortization					1,536						3,358						4,894						1,168			(6a)				6,062
Acquisition and Transition Costs					914						220						1,134						-							1,134
Other Operating Expenses					4,948						2,282						7,230						713			(1)				7,943
Total Non-compensation Costs				$	32,267					$	16,002					$	48,269					$	8,201						$	56,470
				Six Months Ended June 30, 2010
				Investment						Investment						Total
				Banking						Management						Segments						Adjustments							U.S. GAAP
Occupancy and Equipment Rental				$	5,633					$	2,325					$	7,958					$	-						$	7,958
Professional Fees					6,413						3,707						10,120						4,596			(1)				14,716
Travel and Related Expenses					4,844						627						5,471						1,878			(1)				7,349
Communications and Information Services					1,939						802						2,741						50			(1)				2,791
Depreciation and Amortization					1,215						915						2,130						1,168			(6a)				3,298
Acquisition and Transition Costs					899						1,837						2,736						-							2,736
Other Operating Expenses					3,169						1,686						4,855						118			(1)				4,973
Total Non-compensation Costs				$	24,112					$	11,899					$	36,011					$	7,810						$	43,821

(6a)				Reflects expenses associated with amortization of intangible assets acquired in the Protego, Braveheart, SFS and EAM acquisitions.
(7)				Evercore is organized as a series of Limited Liability Companies, Partnerships, a C-Corporation and a Public Corporation and therefore, not all of the Company’s income is subject to corporate level taxes. As a result, adjustments have been made to decrease Evercore’s effective tax rate to approximately 40% for the three and six months ended June 30, 2011. These adjustments assume that the Company has adopted a conventional corporate tax structure and is taxed as a C Corporation in the U.S. at the prevailing corporate rates, that all deferred tax assets relating to foreign operations are fully realizable within the structure on a consolidated basis and that, historically, adjustments for deferred tax assets related to the ultimate tax deductions for equity-based compensation awards are made directly to stockholders’ equity.
(8)				Reflects adjustment to eliminate noncontrolling interest related to all Evercore LP partnership units which are assumed to be converted to Class A common stock.
(9)				Assumes the vesting of all Evercore LP partnership units and IPO related restricted stock unit awards. In the computation of outstanding common stock equivalents for U.S. GAAP net income per share, the unvested Evercore LP partnership units are anti-dilutive and the IPO related restricted stock unit awards are excluded from the calculation prior to the June 2011 offering.