SEC Filing - Evercore Inc.

EVERCORE PARTNERS INC.

Date: October 28, 2010

/s/ ROBERT B. WALSH

Robert B. Walsh

Title:

Chief Financial Officer

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Form 8-K

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2010

EVERCORE PARTNERS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32975

20-4748747

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

55 East 52 ^nd Street

New York, New York

10055

(Address of principal executive offices)

(Zip Code)

(212) 857-3100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition

On October 28, 2010, Evercore Partners Inc. issued a press release announcing financial results for its third quarter ended September 30, 2010.

A copy of the press release is attached hereto as Exhibit 99.1. All information in the press release is furnished but not filed.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


99.1		Press release of Evercore Partners Inc. dated October 28, 2010.

SIGNATURES

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

Press Release

Exhibit 99.1

E V E R C O R E P A R T N E R S

EVERCORE PARTNERS REPORTS HIGHER THIRD QUARTER 2010

RESULTS; INCREASES QUARTERLY DIVIDEND TO $0.18 PER SHARE

Highlights

•

Third Quarter Financial Summary

–

Net Revenues of $124 million, up 48% compared to the same period in 2009 and 91% from Q2 2010

–

Adjusted Pro Forma Net Income of $14.6 million, or $0.38 per share, up 33% compared to the same period in 2009 and 626% from Q2 2010

–

U.S. GAAP Net Income of $3.5 million in contrast to Net Income of $2.6 million in the same period last year

•

Year-to-Date Financial Summary

–

Adjusted Pro Forma Net Revenues of $274 million, up 33% compared to the same period in 2009

–

Adjusted Pro Forma Net Income of $27.0 million, or $0.68 per share, up 65% compared to the first nine months of 2009

–

U.S. GAAP Net Revenues of $276 million, up 35% compared to the same period in 2009

–

U.S. GAAP Net Income of $5.7 million or $0.25 per share up significantly from a Net Loss of ($3.2) million or ($0.22) per share in the same period last year

•

Record quarterly revenues in both Investment Banking and Investment Management

–

Investment Banking

•

Completed $8.6 billion acquisition by Frontier Communications of access lines from Verizon

•

Advising sanofi-aventis on its $18.8 billion offer for Genzyme and advising Danaos on its restructuring

–

Investment Management

•

Assets Under Management increased 9% to $16.6 billion

•

Strengthened geographic capability with the acquisition of a 50% interest in G5 advisors, a boutique investment banking firm in Brazil

•

Increases quarterly dividend to $0.18 per share

•

Authorizes two million share repurchase program

NEW YORK, October 28, 2010 – Evercore Partners Inc. (NYSE: EVR) today announced that its Adjusted Pro Forma Net Revenues were $123.7 million for the three months ended September 30, 2010, compared to Adjusted Pro Forma Net Revenues of $83.4 million and $64.8 million for the three months ended September 30, 2009 and June 30, 2010, respectively. Adjusted Pro Forma Net Revenues were $273.6 million for the nine months ended September 30, 2010,

compared to $205.3 million for the nine months ended September 30, 2009. Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. was $14.6 million, or $0.38 per share, for the three months ended September 30, 2010, compared to an Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. of $11.0 million, or $0.29 per share for the three months ended September 30, 2009 and $2.0 million, or $0.05 per share for the three months ended June 30, 2010. Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. was $27.0 million, or $0.68 per share, for the nine months ended September 30, 2010, compared to an Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. of $16.3 million, or $0.45 per share for the nine months ended September 30, 2009.

U.S. GAAP Net Revenues were $123.6 million for the three months ended September 30, 2010, compared to U.S. GAAP Net Revenues of $83.2 million and $64.8 million for the three months ended September 30, 2009 and June 30, 2010, respectively. U.S. GAAP Net Revenues were $276.3 million for the nine months ended September 30, 2010, compared to U.S. GAAP Net Revenues of $204.0 million for the nine months ended September 30, 2009. U.S. GAAP Net Income Attributable to Evercore Partners Inc. was $3.5 million, or $0.17 per share, for the three months ended September 30, 2010, compared to U.S. GAAP Net Income Attributable to Evercore Partners Inc. of $2.6 million, or $0.14 per share, for the three months ended September 30, 2009 and $0.1 million, or $0.00 per share for the three months ended June 30, 2010. U.S. GAAP Net Income Attributable to Evercore Partners Inc. was $5.7 million, or $0.25 per share, for the nine months ended September 30, 2010, compared to a U.S. GAAP Net Loss Attributable to Evercore Partners Inc. of ($3.2) million, or ($0.22) per share, for the nine months ended September 30, 2009.

The Adjusted Pro Forma compensation ratio for the three months ended September 30, 2010 was 62%, compared to 61% for the same period in 2009 and 63% for the three months ended June 30, 2010. The Adjusted Pro Forma Q3 2010 compensation ratio on a trailing twelve month basis of 60% was consistent with Q2 2010 of 60% and improved from Q3 2009 of 72%. The U.S. GAAP compensation ratio for the three months ended September 30, 2010, September 30, 2009 and June 30, 2010 was 67%, 66% and 71%, respectively. The U.S. GAAP Q3 2010 compensation ratio on a trailing twelve month basis of 65% was consistent with Q2 2010 of 65% and improved from Q3 2009 of 75%.

Evercore’s quarterly results may fluctuate significantly due to the timing and amount of transaction and performance 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.

“Evercore is seizing the opportunity to build a high quality independent investment banking and investment management advisory firm. Record revenues in both Investment Banking and Investment Management highlight the steady progress we continue to make in building our business. Our investments in future growth are on track, including the Institutional Equities business which continues to add new clients and build momentum. We continue to explore additional opportunities to invest in high quality investment managers and to expand our geographic capabilities,” said Ralph Schlosstein, President and Chief Executive Officer. “Despite these investments, we remain highly focused on translating top line growth into bottom line performance and on delivering those returns to our shareholders through the 20% increase in our dividend and a new share repurchase authorization.”

“Our core Advisory business is performing strongly. We are adding clients and assignments at a good pace. And we are consistently expanding our sector coverage and geographic reach,” said

Roger Altman, Executive Chairman. “In that regard, we are very pleased with our recent acquisition of a 50% interest in G5 advisors, a Brazilian boutique advisory and investment management firm, led by Corrado Varoli, the former Partner and Head of Latin America for Goldman Sachs.”

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


	U.S. GAAP
	Three Months Ended									% Change vs.						Nine Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009			% Change
	(dollars in thousands)
Net Revenues	$	123,587		$	64,840		$	83,196			91	%		49	%	$	276,268		$	203,965			35	%
Operating Income (Loss)	$	17,565		$	(3,251	)	$	12,286			NM			43	%	$	24,942		$	804			NM
Net Income (Loss) Attributable to Evercore Partners Inc.	$	3,530		$	117		$	2,633			NM			34	%	$	5,667		$	(3,219	)		NM
Diluted Earnings (Loss) Per Share	$	0.17		$	—		$	0.14			NM			21	%	$	0.25		$	(0.22	)		NM
Compensation Ratio		67	%		71	%		66	%								67	%		70	%
Operating Margin		14	%		(5	%)		15	%								9	%		—	%


	Adjusted Pro Forma
	Three Months Ended									% Change vs.						Nine Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009			% Change
	(dollars in thousands)
Net Revenues	$	123,706		$	64,769		$	83,382			91	%		48	%	$	273,578		$	205,300			33	%
Operating Income	$	25,036		$	4,249		$	19,176			489	%		31	%	$	48,137		$	29,358			64	%
Net Income Attributable to Evercore Partners Inc.	$	14,648		$	2,018		$	10,992			626	%		33	%	$	27,039		$	16,347			65	%
Diluted Earnings Per Share	$	0.38		$	0.05		$	0.29			660	%		31	%	$	0.68		$	0.45			51	%
Compensation Ratio		62	%		63	%		61	%								61	%		67	%
Operating Margin		20	%		7	%		23	%								18	%		14	%

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 and is unaudited. 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 business reported record revenues this quarter, up 119% from Q2 2010 and 39% from Q3 2009 reflecting fees from clients across multiple industries and geographies. Operating Income of $25.8 million increased 503% and 13% when compared to Q2 2010 and Q3 2009, respectively. The Operating Margin for the quarter was 26% reflecting strong Advisory results, offset by our investments in Institutional Equities and the Private Funds Group. The segment reported Operating Income of $20.2 million on a U.S. GAAP basis for the quarter.


	Adjusted Pro Forma
	Three Months Ended									Nine Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
	(dollars in thousands)
Net Revenues:
Investment Banking	$	99,563		$	45,511		$	71,596		$	216,348		$	188,084
Other Revenue, net		435			1,562			1,208			3,625			1,739

Net Revenues		99,998			47,073			72,804			219,973			189,823

Expenses:
Employee Compensation and Benefits		60,847			29,360			41,119			130,772			110,013
Non-compensation Costs		13,315			13,430			8,812			37,427			24,571

Total Expenses		74,162			42,790			49,931			168,199			134,584

Operating Income	$	25,836		$	4,283		$	22,873		$	51,774		$	55,239

Compensation Ratio		61	%		62	%		56	%		59	%		58	%
Operating Margin		26	%		9	%		31	%		24	%		29	%


	U.S. GAAP
	Three Months Ended									Nine Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
		(dollars in thousands)
Net Revenues:
Investment Banking	$	101,367		$	47,505		$	73,306		$	224,794		$	192,431
Other Revenue, net		(607	)		520			184			506			32

Net Revenues		100,760			48,025			73,490			225,300			192,463

Expenses:
Employee Compensation and Benefits		64,948			33,550			44,904			143,922			113,798
Non-compensation Costs		15,588			15,893			10,990			47,280			30,324
Special Charges		—			—			—			—			3,951

Total Expenses		80,536			49,443			55,894			191,202			148,073

Operating Income (Loss)	$	20,224		$	(1,418	)	$	17,596		$	34,098		$	44,390

Compensation Ratio		64	%		70	%		61	%		64	%		59	%
Operating Margin		20	%		(3	)%		24	%		15	%		23	%

Revenues

Investment Banking reported third quarter 2010 Adjusted Pro Forma net revenues of $100.0 million, an increase of 37% from the prior year and 112% from Q2 2010. The Company earned advisory fees in excess of $1 million from 15 clients during the third quarter of 2010, and completed one underwriting assignment. During the quarter we provided advice on major M&A transactions including sanofi-aventis’ offer to acquire Genzyme, Intel’s acquisition of Infineon’s Wireless Solutions business, Pace plc’s acquisition of 2Wire, Cavalier Telephone’s sale to PAETEC Holdings and Movetis NV’s sale to Shire plc, among others. The number of fee-paying clients for the first nine months of 2010 increased to 143 compared to 126 last year.

Expenses

Q3 2010 Adjusted Pro Forma expenses increased from Q2 2010 driven by the significant increase in Investment Banking revenues and the continued investments in new businesses. Compensation costs for the Investment Banking segment on an Adjusted Pro Forma basis for the three months ended September 30, 2010 were $60.8 million, an increase of 48% from the prior year and 107% from Q2 2010. For the three months ended September 30, 2010, Evercore’s Investment Banking Adjusted Pro Forma compensation ratio was 61%, versus the compensation ratio reported for the three months ended September 30, 2009 of 56% and 62% for the three months ended June 30, 2010. The Adjusted Pro Forma compensation ratio on a trailing twelve month basis was 58% this quarter, up from 56% in Q2 2010. The U.S. GAAP compensation ratio on a trailing twelve month basis was 62% this quarter, up from 61% in Q2 2010.

Non-compensation costs on an Adjusted Pro Forma basis for the three months ended September 30, 2010 of $13.3 million increased 51% from the same period last year and was essentially unchanged in comparison to last quarter.

New Business

The Institutional Equities business is now composed of 41 professionals including 12 senior research analysts and 11 sales and sales trading professionals. The Research team now covers 84 companies across Technology, Media and Telecommunications and Financial Institutions, and has begun to generate increased trading volumes in the fourth quarter, as our research coverage expands and as more institutions commence trading with us. For the three and nine months ended September 30, the business generated $0.7 million and $2.3 million in revenues and $6.6 million and $11.3 million in expenses, respectively.

Investment Management

The Investment Management segment reported substantial revenue growth for the third quarter reflecting the first full quarter of Atalanta Sosnoff and continued improvements in operating results for our early stage businesses. Atalanta Sosnoff’s results comprised more than $11 million of revenues and $9 million of expenses (including $1.5 million of amortization of intangibles). Assets Under Management (AUM) for the segment increased to $16.6 billion on approximately $450 million of net inflows and approximately $930 million of market appreciation.


	Adjusted Pro Forma
	Three Months Ended									Nine Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
Net Revenues:	(dollars in thousands)
Investment Management Revenues	$	23,412		$	16,295		$	9,785		$	50,758		$	12,511
Other Revenue, net		296			1,401			793			2,847			2,966

Net Revenues		23,708			17,696			10,578			53,605			15,477

Expenses:
Employee Compensation and Benefits		16,456			11,409			9,574			37,291			28,393
Non-compensation Costs		8,052			6,321			4,701			19,951			12,965

Total Expenses		24,508			17,730			14,275			57,242			41,358

Operating Income (Loss)	$	(800	)	$	(34	)	$	(3,697	)	$	(3,637	)	$	(25,881	)

Compensation Ratio		69	%		64	%		91	%		70	%		183	%
Operating Margin		(3	)%		—	%		(35	)%		(7	)%		(167	)%


	U.S. GAAP
	Three Months Ended									Nine Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
	(dollars in thousands)
Net Revenues:
Investment Management Revenues	$	23,412		$	16,295		$	9,785		$	50,758		$	12,514
Other Revenue, net		(585	)		520			(79	)		210			(1,012	)

Net Revenues		22,827			16,815			9,706			50,968			11,502

Expenses:
Employee Compensation and Benefits		17,319			12,212			10,200			39,828			29,019
Non-compensation Costs		8,167			6,436			4,816			20,296			13,882
Special Charges		—			—			—			—			12,187

Total Expenses		25,486			18,648			15,016			60,124			55,088

Operating Income (Loss)	$	(2,659	)	$	(1,833	)	$	(5,310	)	$	(9,156	)	$	(43,586	)

Compensation Ratio		76	%		73	%		105	%		78	%		252	%
Operating Margin		(12	)%		(11	)%		(55	)%		(18	)%		(379	)%

Revenues

Investment Management Revenue Components


	Adjusted Pro Forma
	Three Months Ended									Nine Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
	(dollars in thousands)
Management Fees
Wealth Management	$	2,573		$	2,442		$	1,144		$	6,932		$	2,221
Institutional Asset Management		17,035			9,719			5,851			33,473			10,167
Private Equity		2,301			2,202			2,970			6,481			7,119

Total Management Fees		21,909			14,363			9,965			46,886			19,507

Realized and Unrealized Gains (Losses)
Institutional Asset Management		1,092			1,581			625			3,876			(57	)
Private Equity		542			481			(616	)		437			(5,107	)

Total Realized and Unrealized Gains (Losses)		1,634			2,062			9			4,313			(5,164	)

HighView		—			—			—			—			(920	)
Equity in EAM Gains (Losses)		—			—			—			—			(334	)
Equity in Pan Losses		(131	)		(130	)		(189	)		(441	)		(578	)

Investment Management Revenues	$	23,412		$	16,295		$	9,785		$	50,758		$	12,511

Fees earned from the management of client portfolios and other investment advisory services of $21.9 million increased significantly for the three months ended September 30, 2010 compared to the third quarter of 2009, reflecting a full quarter 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.

Expenses

The reported growth in expenses in the third quarter of 2010 was primarily attributable to Atalanta Sosnoff.

Other U.S. GAAP Expenses

Evercore’s Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. for the three and nine months ended September 30, 2010 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, reimbursable 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 nine months ended September 30, 2009, 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 September 30, 2010 and 2009 and June 30, 2010 the gain (loss) allocated to noncontrolling interests was as follows:


	Net Loss Allocated to Noncontrolling Interests
	Three Months Ended									Nine Months Ended
Segment	September 30, 2010			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
	(dollars in thousands)
Investment Banking (1)	$	(1,282	)	$	(644	)	$	—		$	(1,926	)	$	—
Investment Management (1)		39			(194	)		(976	)		(532	)		(2,631	)

Total	$	(1,243	)	$	(838	)	$	(976	)	$	(2,458	)	$	(2,631	)

(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 nine months ended September 30, 2010, Evercore’s Adjusted Pro Forma effective tax rate was approximately 42%.

For the three and nine months ended September 30, 2010, Evercore’s U.S. GAAP effective tax rate was approximately 49% and 46%, respectively, compared to 37% and 875% for the three and nine months ended September 30, 2009. 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 $242.4 million at September 30, 2010. Current assets exceed current liabilities by $190.1 million at September 30, 2010. Amounts due related to the Long-Term Notes Payable were $97.7 million at September 30, 2010.

During the quarter the Company completed its prior repurchase program and repurchased approximately 446,000 shares and share equivalents at an average cost of $24.58 per share.

Share Repurchase Program

Evercore also announced that its Board of Directors has authorized the repurchase of up to 2 million shares of Evercore Class A Common Stock and/or Evercore LP partnership units. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. This program may be suspended or discontinued at any time and does not have a specified expiration date.

Dividend

On October 26, 2010 the Board of Directors of Evercore declared a quarterly dividend of $0.18 per share to be paid on December 10, 2010 to common stockholders of record on November 26, 2010.

Conference Call

Evercore will host a conference call to discuss its results for the third quarter on Thursday, October 28, 2010, at 8:00 a.m. Eastern Time with access available via the Internet and telephone. Investors and analysts may participate in the live conference call by dialing (800) 561-2718 (toll-free domestic) or (617) 614-3525 (international); passcode: 38462999. 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: 49037915. A live webcast of the conference call will be available on the Investor Relations section of Evercore’s Web site at www.evercore.com. The webcast will be archived on Evercore’s Web site 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 and Rio de Janeiro and São Paulo, Brazil. More information about Evercore can be found on the Company’s Web site at www.evercore.com.

# # #


Investor Contact:		Robert B. Walsh
		Chief Financial Officer, Evercore Partners
		212-857-3100

Media Contact:		Kenny Juarez
		The Abernathy MacGregor Group, for Evercore Partners
		212-371-5999

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, 2009 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 Nine Months Ended September 30, 2010 and 2009		A-1
Adjusted Pro Forma:
Adjusted Pro Forma Results		A-2
U.S. GAAP Reconciliation to Adjusted Pro Forma		A-4
Adjusted Pro Forma Segment Reconciliation to U.S. GAAP for the Three and Nine Months ended September 30, 2010		A-6
Adjusted Pro Forma Segment Reconciliation to U.S. GAAP for the Three Months ended June 30, 2010		A-7
Adjusted Pro Forma Segment Reconciliation to U.S. GAAP for the Three and Nine Months ended September 30, 2009		A-8
Notes to Unaudited Condensed Consolidated Adjusted Pro Forma Financial Data		A-9

EVERCORE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(dollars in thousands, except per share data)

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
REVENUES
Investment Banking Revenue	$	101,367	$	73,306	$	224,794	$	192,431
Investment Management Revenue		23,412		9,785		50,758		12,514
Other Revenue		4,661		4,603		18,106		18,218

TOTAL REVENUES		129,440		87,694		293,658		223,163
Interest Expense (1)		5,853		4,498		17,390		19,198

NET REVENUES		123,587		83,196		276,268		203,965

EXPENSES
Employee Compensation and Benefits		82,267		55,104		183,750		142,817
Occupancy and Equipment Rental		5,129		3,434		13,087		10,072
Professional Fees		5,935		5,673		20,651		14,611
Travel and Related Expenses		4,441		2,445		11,790		6,500
Communications and Information Services		1,455		1,026		4,246		2,715
Depreciation and Amortization		3,379		1,155		6,677		3,353
Special Charges		—		—		—		16,138
Acquisition and Transition Costs		385		—		3,121		712
Other Operating Expenses		3,031		2,073		8,004		6,243

TOTAL EXPENSES		106,022		70,910		251,326		203,161

INCOME BEFORE INCOME TAXES		17,565		12,286		24,942		804
Provision for Income Taxes		8,547		4,602		11,508		7,033

NET INCOME (LOSS)		9,018		7,684		13,434		(6,229	)
Net Income (Loss) Attributable to Noncontrolling Interest		5,488		5,051		7,767		(3,010	)

NET INCOME (LOSS) ATTRIBUTABLE TO EVERCORE PARTNERS INC.	$	3,530	$	2,633	$	5,667	$	(3,219	)

Net Income (Loss) Attributable to Evercore Partners Inc. Common Shareholders:	$	3,509	$	2,633	$	5,614	$	(3,219	)
Weighted Average Shares of Class A Common Stock Outstanding:
Basic		18,973		16,340		18,901		14,665
Diluted		21,091		18,353		22,086		14,665
Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders:
Basic	$	0.18	$	0.16	$	0.30	$	(0.22	)
Diluted	$	0.17	$	0.14	$	0.25	$	(0.22	)

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

A - 1

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 and is unaudited. 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 event-based 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:

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 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 event-based stock-based awards.

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;

Acquisition and Transition Costs. The Company has reflected Acquisition and Transition Costs for expenses incurred during the first quarter of 2009 in connection with the acquisition of SFS and the formation of ETC. This charge reflects the change in accounting for deal-related costs required by SFAS No. 141(R), Business Combinations, codified under ASC 805, which was effective January 1, 2009.

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 recent acquisitions of SFS and EAM.

Special Charges. The Company has reflected charges in conjunction with its decision to suspend capital raising for ECP and other ongoing strategic cost management initiatives, which it has excluded from Adjusted Pro Forma results. These charges relate to the expense required to be recorded under U.S. GAAP for stock-based compensation awards that are voluntarily forfeited by employees who remain with the Company. During 2009 employees voluntarily forfeited 738,000 unvested restricted stock units and 250,000 partnership units. The Company’s Management believes that excluding the effects of these Special Charges improves the comparability of operating performance across periods.

Client Expenses. The Company has reflected the reclassification of reimbursable expenses and expenses associated with revenue sharing engagements with third parties as a reduction of

A - 2

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.

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.

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 Advisory 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.

A - 3

EVERCORE PARTNERS INC.

U.S. GAAP RECONCILIATION TO ADJUSTED PRO FORMA

(dollars in thousands)

(UNAUDITED)


	Three Months Ended									Nine Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
Net Revenues - U.S. GAAP	$	123,587		$	64,840		$	83,196		$	276,268		$	203,965
Reimbursable Expenses (1)		(1,804	)		(1,994	)		(1,710	)		(8,446	)		(4,350	)
Interest Expense on Long-term Debt (2)		1,923			1,923			1,896			5,756			5,685

Net Revenues - Adjusted Pro Forma	$	123,706		$	64,769		$	83,382		$	273,578		$	205,300

Compensation Expense - U.S. GAAP	$	82,267		$	45,762		$	55,104		$	183,750		$	142,817
Amortization of LP Units and Certain Other Awards (3)		(4,964	)		(4,993	)		(4,411	)		(15,687	)		(4,411	)

Compensation Expense - Adjusted Pro Forma	$	77,303		$	40,769		$	50,693		$	168,063		$	138,406

Operating Income (Loss) - U.S. GAAP	$	17,565		$	(3,251	)	$	12,286		$	24,942		$	804
Amortization of LP Units and Certain Other Awards (3)		4,964			4,993			4,411			15,687			4,411
Special Charges (4)		—			—			—			—			16,138
Acquisition and Transition Costs (5)		—			—			—			—			712
Intangible Asset Amortization (5)		584			584			583			1,752			1,608

Pre-Tax Income - Adjusted Pro Forma		23,113			2,326			17,280			42,381			23,673
Interest Expense on Long-term Debt (2)		1,923			1,923			1,896			5,756			5,685

Operating Income - Adjusted Pro Forma	$	25,036		$	4,249		$	19,176		$	48,137		$	29,358

Provision (Benefit) for Income Taxes - U.S. GAAP	$	8,547		$	(1,698	)	$	4,602		$	11,508		$	7,033
Income Taxes (6)		1,161			2,844			2,662			6,292			2,924

Provision for Income Taxes - Adjusted Pro Forma	$	9,708		$	1,146		$	7,264		$	17,800		$	9,957

Net Income (Loss) Attributable to Evercore Partners Inc. - U.S. GAAP	$	3,530		$	117		$	2,633		$	5,667		$	(3,219	)
Amortization of LP Units and Certain Other Awards (3)		4,964			4,993			4,411			15,687			4,411
Special Charges (4)		—			—			—			—			16,138
Acquisition and Transition Costs (5)		—			—			—			—			712
Intangible Asset Amortization (5)		584			584			583			1,752			1,608
Income Taxes (6)		(1,161	)		(2,844	)		(2,662	)		(6,292	)		(2,924	)
Noncontrolling Interest (7)		6,731			(832	)		6,027			10,225			(379	)

Net Income Attributable to Evercore Partners Inc. - Adjusted Pro Forma	$	14,648		$	2,018		$	10,992		$	27,039		$	16,347

Diluted Shares Outstanding - U.S. GAAP		21,091			22,363			18,353			22,086			14,665
Vested Partnership Units (8)		12,473			12,782			14,061			12,627			14,771
Unvested Partnership Units (8)		4,540			4,540			4,603			4,540			4,603
Vested Restricted Stock Units - Event Based (8)		—			—			(10	)		—			(19	)
Unvested Restricted Stock Units - Event Based (8)		639			648			743			639			743
Unvested Restricted Stock Units - Service Based (8)		—			—			—			—			1,061
Unvested Restricted Stock - Service Based (8)		—			—			—			—			107

Diluted Shares Outstanding - Adjusted Pro Forma		38,743			40,333			37,750			39,892			35,931

Key Metrics: (a)
Diluted Earnings (Loss) Per Share - U.S. GAAP (b)	$	0.17		$	—		$	0.14		$	0.25		$	(0.22	)
Diluted Earnings Per Share - Adjusted Pro Forma (b)	$	0.38		$	0.05		$	0.29		$	0.68		$	0.45

Compensation Ratio - U.S. GAAP		67	%		71	%		66	%		67	%		70	%
Compensation Ratio - Adjusted Pro Forma		62	%		63	%		61	%		61	%		67	%

Operating Margin - U.S. GAAP		14	%		(5	)%		15	%		9	%		—	%
Operating Margin - Adjusted Pro Forma		20	%		7	%		23	%		18	%		14	%

Effective Tax Rate - U.S. GAAP		49	%		52	%		37	%		46	%		875	%
Effective Tax Rate - Adjusted Pro Forma		42	%		49	%		42	%		42	%		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 (Loss) Attributable to Evercore Partners Inc. is reduced by $21 of accretion for the three months ended September 30, 2010 and June 30, 2010 and $53 for the nine months ended September 30, 2010, related to the Company’s noncontrolling interest in Trilantic Capital Partners.

A - 4

EVERCORE PARTNERS INC.

U.S. GAAP RECONCILIATION TO ADJUSTED PRO FORMA

TRAILING TWELVE MONTHS

(dollars in thousands)

(UNAUDITED)


	Consolidated
	Twelve Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009
Net Revenues - U.S. GAAP	$	385,442		$	345,051		$	237,201
Reimbursable Expenses (1)		(10,390	)		(10,296	)		(5,012	)
Interest Expense on Long-term Debt (2)		7,666			7,639			7,569

Net Revenues - Adjusted Pro Forma	$	382,718		$	342,394		$	239,758

Compensation Expense - U.S. GAAP	$	251,751		$	224,588		$	177,402
Amortization of LP Units and Certain Other Awards (3)		(20,676	)		(20,123	)		(4,411	)

Compensation Expense - Adjusted Pro Forma	$	231,075		$	204,465		$	172,991

Compensation Ratio - U.S. GAAP (a)		65	%		65	%		75	%
Compensation Ratio - Adjusted Pro Forma (a)		60	%		60	%		72	%


	Investment Banking
	Twelve Months Ended
	September 30, 2010			June 30, 2010			September 30, 2009
Net Revenues - U.S. GAAP	$	325,471		$	298,201		$	226,641
Reimbursable Expenses (1)		(10,145	)		(10,051	)		(5,000	)
Interest Expense on Long-term Debt (2)		4,154			4,136			1,707

Net Revenues - Adjusted Pro Forma	$	319,480		$	292,286		$	223,348

Compensation Expense - U.S. GAAP	$	201,303		$	181,259		$	139,828
Amortization of LP Units and Certain Other Awards (3)		(17,275	)		(16,959	)		(3,785	)

Compensation Expense - Adjusted Pro Forma	$	184,028		$	164,300		$	136,043

Compensation Ratio - U.S. GAAP (a)		62	%		61	%		62	%
Compensation Ratio - Adjusted Pro Forma (a)		58	%		56	%		61	%

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

A - 5

EVERCORE PARTNERS INC.

ADJUSTED PRO FORMA SEGMENT RECONCILIATION TO U.S. GAAP

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010

(dollars in thousands)

(UNAUDITED)


	Investment Banking Segment
	Three Months Ended September 30, 2010									Nine Months Ended September 30, 2010
	Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis			Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis
Net Revenues:
Investment Banking Revenue	$	99,563		$	1,804	(1)	$	101,367		$	216,348		$	8,446	(1)	$	224,794
Other Revenue, net		435			(1,042	)(2)		(607	)		3,625			(3,119	)(2)		506

Net Revenues		99,998			762			100,760			219,973			5,327			225,300

Expenses:
Employee Compensation and Benefits		60,847			4,101	(3)		64,948			130,772			13,150	(3)		143,922
Non-compensation Costs		13,315			2,273	(5)		15,588			37,427			9,853	(5)		47,280

Total Expenses		74,162			6,374			80,536			168,199			23,003			191,202

Operating Income	$	25,836		$	(5,612	)	$	20,224		$	51,774		$	(17,676	)	$	34,098

Compensation Ratio (a)		61	%					64	%		59	%					64	%
Operating Margin (a)		26	%					20	%		24	%					15	%


	Investment Management Segment
	Three Months Ended September 30, 2010									Nine Months Ended September 30, 2010
	Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis			Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis
Net Revenues:
Investment Management Revenue	$	23,412		$	—		$	23,412		$	50,758		$	—		$	50,758
Other Revenue, net		296			(881	)(2)		(585	)		2,847			(2,637	)(2)		210

Net Revenues		23,708			(881	)		22,827			53,605			(2,637	)		50,968

Expenses:
Employee Compensation and Benefits		16,456			863	(3)		17,319			37,291			2,537	(3)		39,828
Non-compensation Costs		8,052			115	(5)		8,167			19,951			345	(5)		20,296

Total Expenses		24,508			978			25,486			57,242			2,882			60,124

Operating Income (Loss)	$	(800	)	$	(1,859	)	$	(2,659	)	$	(3,637	)	$	(5,519	)	$	(9,156	)

Compensation Ratio (a)		69	%					76	%		70	%					78	%
Operating Margin (a)		(3	)%					(12	)%		(7	)%					(18	)%

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

A - 6

EVERCORE PARTNERS INC.

ADJUSTED PRO FORMA SEGMENT RECONCILIATION TO U.S. GAAP

FOR THE THREE MONTHS ENDED JUNE 30, 2010

(dollars in thousands)

(UNAUDITED)


	Investment Banking Segment
	Three Months Ended June 30, 2010
	Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis
Net Revenues:
Investment Banking Revenue	$	45,511		$	1,994	(1)	$	47,505
Other Revenue, net		1,562			(1,042	)(2)		520

Net Revenues		47,073			952			48,025

Expenses:
Employee Compensation and Benefits		29,360			4,190	(3)		33,550
Non-compensation Costs		13,430			2,463	(5)		15,893

Total Expenses		42,790			6,653			49,443

Operating Income (Loss)	$	4,283		$	(5,701	)	$	(1,418	)

Compensation Ratio (a)		62	%					70	%
Operating Margin (a)		9	%					(3	)%

	Investment Management Segment
	Three Months Ended June 30, 2010
	Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis
Net Revenues:
Investment Management Revenue	$	16,295		$	—		$	16,295
Other Revenue, net		1,401			(881	)(2)		520

Net Revenues		17,696			(881	)		16,815

Expenses:
Employee Compensation and Benefits		11,409			803	(3)		12,212
Non-compensation Costs		6,321			115	(5)		6,436

Total Expenses		17,730			918			18,648

Operating Income (Loss)	$	(34	)	$	(1,799	)	$	(1,833	)

Compensation Ratio (a)		64	%					73	%
Operating Margin (a)		—	%					(11	)%

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

A - 7

EVERCORE PARTNERS INC.

ADJUSTED PRO FORMA SEGMENT RECONCILIATION TO U.S. GAAP

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009

(dollars in thousands)

(UNAUDITED)


	Investment Banking Segment
	Three Months Ended September 30, 2009									Nine Months Ended September 30, 2009
	Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis			Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis
Net Revenues:
Investment Banking Revenue	$	71,596		$	1,710	(1)	$	73,306		$	188,084		$	4,347	(1)	$	192,431
Other Revenue, net		1,208			(1,024	)(2)		184			1,739			(1,707	)(2)		32

Net Revenues		72,804			686			73,490			189,823			2,640			192,463

Expenses:
Employee Compensation and Benefits		41,119			3,785	(3)		44,904			110,013			3,785	(3)		113,798
Non-compensation Costs		8,812			2,178	(5)		10,990			24,571			5,753	(5)		30,324
Special Charges		—			—			—			—			3,951	(4)		3,951

Total Expenses		49,931			5,963			55,894			134,584			13,489			148,073

Operating Income	$	22,873		$	(5,277	)	$	17,596		$	55,239		$	(10,849	)	$	44,390

Compensation Ratio (a)		56	%					61	%		58	%					59	%
Operating Margin (a)		31	%					24	%		29	%					23	%


	Investment Management Segment
	Three Months Ended September 30, 2009									Nine Months Ended September 30, 2009
	Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis			Non-GAAP Adjusted Pro Forma Basis			Adjustments			U.S. GAAP Basis
Net Revenues:
Investment Management Revenue	$	9,785		$	—		$	9,785		$	12,511		$	3	(1)	$	12,514
Other Revenue, net		793			(872	)(2)		(79	)		2,966			(3,978	)(2)		(1,012	)

Net Revenues		10,578			(872	)		9,706			15,477			(3,975	)		11,502

Expenses:
Employee Compensation and Benefits		9,574			626	(3)		10,200			28,393			626	(3)		29,019
Non-compensation Costs		4,701			115	(5)		4,816			12,965			917	(5)		13,882
Special Charges		—			—			—			—			12,187	(4)		12,187

Total Expenses		14,275			741			15,016			41,358			13,730			55,088

Operating Income (Loss)	$	(3,697	)	$	(1,613	)	$	(5,310	)	$	(25,881	)	$	(17,705	)	$	(43,586	)

Compensation Ratio (a)		91	%					105	%		183	%					252	%
Operating Margin (a)		(35	)%					(55	)%		(167	)%					(379	)%

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

A - 8

Notes to Unaudited Condensed Consolidated Adjusted Pro Forma Financial Data

(1)	The Company has reflected the reclassification of reimbursable expenses and expenses associated with revenue sharing engagements with third parties as a reduction of revenue.

(2)	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.

(3)	The Company incurred expenses from the modification of Evercore LP Units, which will vest over a five-year period.

(4)

The Company has reflected charges in conjunction with Evercore’s decision to suspend capital raising for ECP and other ongoing strategic cost management initiatives. The charges relate to the expense required to be recorded under U.S. GAAP for stock-based compensation awards that are voluntarily forfeited by employees who remain with the Company. During 2009 employees voluntarily forfeited 738,000 unvested restricted stock units and 250,000 Evercore LP partnership units.

(5)	Non-compensation Costs on an Adjusted Pro Forma basis reflect the following adjustments


	Three Months Ended September 30, 2010
	Investment Banking		Investment Management		Total Segments		Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	3,494	$	1,635	$	5,129	$	—		$	5,129
Professional Fees		3,215		2,140		5,355		580	(1)		5,935
Travel and Related Expenses		2,806		525		3,331		1,110	(1)		4,441
Communications and Information Services		1,010		409		1,419		36	(1)		1,455
Depreciation and Amortization		1,105		1,690		2,795		584	(5a)		3,379
Acquisition and Transition Costs		284		101		385		—			385
Other Operating Expenses		1,401		1,552		2,953		78	(1)		3,031

Total Non-compensation Costs	$	13,315	$	8,052	$	21,367	$	2,388		$	23,755


	Three Months Ended June 30, 2010
	Investment Banking		Investment Management		Total 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	(5a)		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

A - 9


	Three Months September 30, 2009
	Investment Banking		Investment Management		Total Segments		Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	2,099	$	1,335	$	3,434	$	—		$	3,434
Professional Fees		3,062		1,866		4,928		745	(1)		5,673
Travel and Related Expenses		1,279		310		1,589		856	(1)		2,445
Communications and Information Services		721		283		1,004		22	(1)		1,026
Depreciation and Amortization		374		198		572		583	(5a)		1,155
Acquisition and Transition Costs		—		—		—		—			—
Other Operating Expenses		1,277		709		1,986		87	(1)		2,073

Total Non-compensation Costs	$	8,812	$	4,701	$	13,513	$	2,293		$	15,806


	Nine Months September 30, 2010
	Investment Banking		Investment Management		Total Segments		Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	9,127	$	3,960	$	13,087	$	—		$	13,087
Professional Fees		9,628		5,847		15,475		5,176	(1)		20,651
Travel and Related Expenses		7,650		1,152		8,802		2,988	(1)		11,790
Communications and Information Services		2,949		1,211		4,160		86	(1)		4,246
Depreciation and Amortization		2,320		2,605		4,925		1,752	(5a)		6,677
Acquisition and Transition Costs		1,183		1,938		3,121		—			3,121
Other Operating Expenses		4,570		3,238		7,808		196	(1)		8,004

Total Non-compensation Costs	$	37,427	$	19,951	$	57,378	$	10,198		$	67,576


	Nine Months September 30, 2009
	Investment Banking		Investment Management		Total Segments		Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	6,383	$	3,689	$	10,072	$	—		$	10,072
Professional Fees		7,772		4,882		12,654		1,957	(1)		14,611
Travel and Related Expenses		3,721		700		4,421		2,079	(1)		6,500
Communications and Information Services		1,878		777		2,655		60	(1)		2,715
Depreciation and Amortization		1,127		618		1,745		1,608	(5a)		3,353
Acquisition and Transition Costs		—		—		—		712	(5b)		712
Other Operating Expenses		3,690		2,299		5,989		254	(1)		6,243

Total Non-compensation Costs	$	24,571	$	12,965	$	37,536	$	6,670		$	44,206

(5a)	Reflects expenses associated with amortization of intangible assets acquired in the Protego, Braveheart, SFS and EAM acquisitions.

(5b)

The Company has reflected Acquisition and Transition Costs for costs incurred during the first quarter of 2009 in connection with the acquisition of SFS and the formation of ETC. This charge reflects the change in accounting for deal-related costs required by SFAS No. 141(R), Business Combinations, codified under ASC 805, which was effective January 1, 2009.

(6)

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 increase Evercore’s effective tax rate to approximately 42% for the three and nine months ended September 30, 2010. 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 adjustments for deferred tax assets related to the ultimate tax deductions for equity-based compensation awards are made directly to stockholders’ equity.

(7)	Reflects adjustment to eliminate noncontrolling interest related to all Evercore LP partnership units which are assumed to be converted to Class A common stock.

(8)

Assumes the vesting of all Evercore LP partnership units and restricted stock unit event-based awards and reflects on a weighted average basis, the dilution of unvested service-based 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 event-based restricted stock units are excluded from the calculation.

A - 10