Evercore Partners Reports Third Quarter 2012 Results; Increases Quarterly Dividend To $0.22 Per Share

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, 2012 and 2011	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 Nine Months ended September 30, 2012 (Unaudited)	A-6
Adjusted Pro Forma Segment Reconciliation to U.S. GAAP for the Three Months ended June 30, 2012 (Unaudited)	A-7
Adjusted Pro Forma Segment Reconciliation to U.S. GAAP for the Three and Nine Months ended September 30, 2011 (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 NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(dollars in thousands, except per share data)
(UNAUDITED)
		Three Months Ended September 30,							Nine Months Ended September 30,
		2012			2011				2012			2011
Revenues
Investment Banking Revenue		$	133,850		$	139,995			$	372,771		$	337,743
Investment Management Revenue			20,434			24,723				60,234			78,154
Other Revenue			2,760			3,036				6,649			11,002
Total Revenues			157,044			167,754				439,654			426,899
Interest Expense (1)			4,015			4,573				11,330			15,416
Net Revenues			153,029			163,181				428,324			411,483
Expenses
Employee Compensation and Benefits			101,364			113,634				296,381			282,800
Occupancy and Equipment Rental			8,882			5,976				26,273			16,767
Professional Fees			10,752			9,395				26,080			25,404
Travel and Related Expenses			6,802			5,856				21,183			15,785
Communications and Information Services			2,915			1,574				8,731			5,548
Depreciation and Amortization			3,828			4,886				12,870			10,882
Special Charges			-			2,626				662			2,626
Acquisition and Transition Costs			-			1,178				148			2,312
Other Operating Expenses			4,241			4,614				12,699			12,538
Total Expenses			138,784			149,739				405,027			374,662
Income Before Income from Equity Method Investments and Income Taxes			14,245			13,442				23,297			36,821
Income from Equity Method Investments			415			195				3,519			664
Income Before Income Taxes			14,660			13,637				26,816			37,485
Provision for Income Taxes			7,187			11,144				12,322			21,644
Net Income from Continuing Operations			7,473			2,493				14,494			15,841
Discontinued Operations
Income (Loss) from Discontinued Operations			-			(1,718	)			-			(2,755	)
Provision (Benefit) for Income Taxes			-			(518	)			-			(783	)
Net Income (Loss) from Discontinued Operations			-			(1,200	)			-			(1,972	)
Net Income			7,473			1,293				14,494			13,869
Net Income (Loss) Attributable to Noncontrolling Interest			2,172			(466	)			4,627			6,261
Net Income Attributable to Evercore Partners Inc.		$	5,301		$	1,759			$	9,867		$	7,608
Net Income (Loss) Attributable to Evercore Partners Inc. Common Shareholders:
From Continuing Operations		$	5,280		$	1,936			$	9,804		$	7,858
From Discontinued Operations			-			(198	)			-			(313	)
Net Income Attributable to Evercore Partners Inc.		$	5,280		$	1,738			$	9,804		$	7,545
Weighted Average Shares of Class A Common Stock Outstanding:
Basic			28,841			28,967				29,063			25,146
Diluted			31,440			31,235				31,973			28,534
Basic Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders:
From Continuing Operations		$	0.18		$	0.06			$	0.34		$	0.31
From Discontinued Operations			-			-				-			(0.01	)
Net Income Attributable to Evercore Partners Inc.		$	0.18		$	0.06			$	0.34		$	0.30
Diluted Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders:
From Continuing Operations		$	0.17		$	0.06			$	0.31		$	0.27
From Discontinued Operations			-			-				-			(0.01	)
Net Income Attributable to Evercore Partners Inc.		$	0.17		$	0.06			$	0.31		$	0.26

(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. 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, other IPO related restricted stock unit awards, as well as Acquisition Related Share Issuances and Unvested Restricted Stock Units granted to Lexicon employees, 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, primarily, in Employee Compensation and Benefits, resulting from the modification of Evercore LP Units, which will vest generally 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 this 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. The related expense has been excluded from the Adjusted Pro Forma results.
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, the Braveheart acquisition and the acquisitions of SFS and Lexicon.
			b.		Compensation Charges. Expenses for deferred share-based and cash consideration and retention awards associated with the acquisition of Lexicon, as well as base salary adjustments for Lexicon employees for the period preceding the acquisition.
			c.		Special Charges. Expenses primarily related to exiting the legacy office space in the UK and expenses related to the charge associated with lease commitments for exited office space in conjunction with the acquisition of Lexicon as well as for an introducing fee in connection with the Lexicon acquisition.
A-2

4.		Client Related Expenses. Client related expenses, expenses associated with revenue sharing engagements with third parties and provisions for uncollected receivables, have been classified as a reduction of revenue in the Adjusted Pro Forma presentation. 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 from Equity Method Investments. The Adjusted Pro Forma results present Income from Equity Method Investments within Revenue as the Company’s Management believes it is a more meaningful presentation.
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,				June 30,				September 30,				September 30,				September 30,
	2012				2012				2011				2012				2011
Net Revenues - U.S. GAAP (a)	$	153,029			$	172,497			$	163,181			$	428,324			$	411,483
Client Related Expenses (1)		(6,193	)			(3,085	)			(2,235	)			(10,914	)			(9,268	)
Income from Equity Method Investments (2)		415				719				195				3,519				664
Interest Expense on Long-term Debt (3)		1,996				1,984				1,953				5,954				5,849
Net Revenues - Adjusted Pro Forma (a)	$	149,247			$	172,115			$	163,094			$	426,883			$	408,728
Compensation Expense - U.S. GAAP (a)	$	101,364			$	114,290			$	113,634			$	296,381			$	282,800
Amortization of LP Units and Certain Other Awards (4)		(5,237	)			(5,147	)			(5,126	)			(15,032	)			(17,746	)
IPO Related Restricted Stock Unit Awards (5)		-				-				-				-				(11,389	)
Acquisition Related Compensation Charges (6)		(6,802	)			(6,352	)			(7,729	)			(22,799	)			(7,729	)
Compensation Expense - Adjusted Pro Forma (a)	$	89,325			$	102,791			$	100,779			$	258,550			$	245,936
Operating Income - U.S. GAAP (a)	$	14,245			$	21,195			$	13,442			$	23,297			$	36,821
Income from Equity Method Investments (2)		415				719				195				3,519				664
Pre-Tax Income - U.S. GAAP (a)		14,660				21,914				13,637				26,816				37,485
Amortization of LP Units and Certain Other Awards (4)		5,462				5,069				5,321				15,273				17,941
IPO Related Restricted Stock Unit Awards (5)		-				-				-				-				11,389
Acquisition Related Compensation Charges (6)		6,802				6,352				7,729				22,799				7,729
Special Charges (7)		-				662				2,626				662				2,626
Intangible Asset Amortization (8a)		471				471				2,117				3,270				3,221
Pre-Tax Income - Adjusted Pro Forma (a)		27,395				34,468				31,430				68,820				80,391
Interest Expense on Long-term Debt (3)		1,996				1,984				1,953				5,954				5,849
Operating Income - Adjusted Pro Forma (a)	$	29,391			$	36,452			$	33,383			$	74,774			$	86,240
Provision for Income Taxes - U.S. GAAP (a)	$	7,187			$	9,773			$	11,144			$	12,322			$	21,644
Income Taxes (9)		3,223				3,325				1,426				13,830				10,509
Provision for Income Taxes - Adjusted Pro Forma (a)	$	10,410			$	13,098			$	12,570			$	26,152			$	32,153
Net Income from Continuing Operations (a)	$	7,473			$	12,141			$	2,493			$	14,494			$	15,841
Net Income (Loss) Attributable to Noncontrolling Interest (a)		2,172				4,207				536				4,627				7,920
Net Income from Continuing Operations Attributable to Evercore Partners Inc. - U.S. GAAP (a)		5,301				7,934				1,957				9,867				7,921
Amortization of LP Units and Certain Other Awards (4)		5,462				5,069				5,321				15,273				17,941
IPO Related Restricted Stock Unit Awards (5)		-				-				-				-				11,389
Acquisition Related Compensation Charges (6)		6,802				6,352				7,729				22,799				7,729
Special Charges (7)		-				662				2,626				662				2,626
Intangible Asset Amortization (8a)		471				471				2,117				3,270				3,221
Income Taxes (9)		(3,223	)			(3,325	)			(1,426	)			(13,830	)			(10,509	)
Noncontrolling Interest (10)		2,462				4,022				1,468				4,736				8,744
Net Income from Continuing Operations Attributable to Evercore Partners Inc. - Adjusted Pro Forma (a)	$	17,275			$	21,185			$	19,792			$	42,777			$	49,062
Diluted Shares Outstanding - U.S. GAAP		31,440				31,664				31,235				31,973				28,534
Vested Partnership Units (11a)		7,280				7,559				6,444				7,500				8,404
Unvested Partnership Units (11a)		2,918				2,926				4,447				2,942				4,489
Unvested Restricted Stock Units - Event Based (11a)		12				12				12				12				365
Acquisition Related Share Issuance (11b)		1,106				1,208				815				1,272				243
Unvested Restricted Stock Units - Service Based (11b)		-				78				-				-				-
Diluted Shares Outstanding - Adjusted Pro Forma		42,756				43,447				42,953				43,699				42,035
Key Metrics: (b)
Diluted Earnings Per Share from Continuing Operations - U.S. GAAP (c)	$	0.17			$	0.25			$	0.06			$	0.31			$	0.27
Diluted Earnings Per Share from Continuing Operations - Adjusted Pro Forma (c)	$	0.40			$	0.49			$	0.46			$	0.98			$	1.17
Compensation Ratio - U.S. GAAP		66	%			66	%			70	%			69	%			69	%
Compensation Ratio - Adjusted Pro Forma		60	%			60	%			62	%			61	%			60	%
Operating Margin - U.S. GAAP		9	%			12	%			8	%			5	%			9	%
Operating Margin - Adjusted Pro Forma		20	%			21	%			20	%			18	%			21	%
Effective Tax Rate - U.S. GAAP		49	%			45	%			82	%			46	%			58	%
Effective Tax Rate - Adjusted Pro Forma		38	%			38	%			40	%			38	%			40	%

(a) Represents the Company's results from Continuing Operations.
(b) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above.
(c) For Earnings Per Share purposes, Net Income Attributable to Evercore Partners Inc. is reduced by $21 of accretion for the three months ended September 30, 2012, June 30, 2012 and September 30, 2011, and $63 of accretion for the nine months ended September 30, 2012 and 2011, 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,				June 30,				September 30,
	2012				2012				2011
Net Revenues - U.S. GAAP	$	541,105			$	551,257			$	512,935
Client Related Expenses (1)		(14,294	)			(10,336	)			(10,920	)
Income from Equity Method Investments (2)		3,774				3,554				548
Interest Expense on Long-term Debt (3)		7,922				7,879				7,787
Net Revenues - Adjusted Pro Forma	$	538,507			$	552,354			$	510,350
Compensation Expense - U.S. GAAP	$	371,261			$	383,531			$	349,812
Amortization of LP Units and Certain Other Awards (4)		(20,993	)			(20,882	)			(22,880	)
IPO Related Restricted Stock Unit Awards (5)		-				-				(11,389	)
Acquisition Related Compensation Charges (6)		(29,688	)			(30,615	)			(7,729	)
Compensation Expense - Adjusted Pro Forma	$	320,580			$	332,034			$	307,814
Compensation Ratio - U.S. GAAP (a)		69	%			70	%			68	%
Compensation Ratio - Adjusted Pro Forma (a)		60	%			60	%			60	%
	Investment Banking
	Twelve Months Ended
	September 30,				June 30,				September 30,
		2012				2012				2011
Net Revenues - U.S. GAAP	$	462,967			$	468,718			$	412,068
Client Related Expenses (1)		(13,859	)			(9,927	)			(10,246	)
Income from Equity Method Investments (2)		1,324				1,780				1,188
Interest Expense on Long-term Debt (3)		4,294				4,271				4,221
Net Revenues - Adjusted Pro Forma	$	454,726			$	464,842			$	407,231
Compensation Expense - U.S. GAAP	$	319,061			$	328,346			$	284,752
Amortization of LP Units and Certain Other Awards (4)		(18,743	)			(18,487	)			(19,790	)
IPO Related Restricted Stock Unit Awards (5)		-				-				(8,906	)
Acquisition Related Compensation Charges (6)		(29,688	)			(30,615	)			(7,729	)
Compensation Expense - Adjusted Pro Forma	$	270,630			$	279,244			$	248,327
Compensation Ratio - U.S. GAAP (a)		69	%			70	%			69	%
Compensation Ratio - Adjusted Pro Forma (a)		60	%			60	%			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, 2012
(dollars in thousands)
(UNAUDITED)
	Investment Banking Segment
	Three Months Ended September 30, 2012												Nine Months Ended September 30, 2012
	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	$	127,588			$	6,262		(1)(2)	$	133,850			$	363,605			$	9,166		(1)(2)	$	372,771
Other Revenue, net		647				(1,082	)	(3)		(435	)			820				(3,227	)	(3)		(2,407	)
Net Revenues		128,235				5,180				133,415				364,425				5,939				370,364
Expenses:
Employee Compensation and Benefits		77,331				11,443		(4)(6)		88,774				221,622				36,135		(4)(6)		257,757
Non-compensation Costs		23,504				6,676		(4)(8)		30,180				72,373				13,826		(4)(8)		86,199
Special Charges		-				-				-				-				662		(7)		662
Total Expenses		100,835				18,119				118,954				293,995				50,623				344,618
Operating Income from Continuing Operations (a)	$	27,400			$	(12,939	)		$	14,461			$	70,430			$	(44,684	)		$	25,746
Compensation Ratio (b)		60	%							67	%			61	%							70	%
Operating Margin (b)		21	%							11	%			19	%							7	%
	Investment Management Segment
	Three Months Ended September 30, 2012												Nine Months Ended September 30, 2012
	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	$	20,918			$	(484	)	(1)(2)	$	20,434			$	62,005			$	(1,771	)	(1)(2)	$	60,234
Other Revenue, net		94				(914	)	(3)		(820	)			453				(2,727	)	(3)		(2,274	)
Net Revenues		21,012				(1,398	)			19,614				62,458				(4,498	)			57,960
Expenses:
Employee Compensation and Benefits		11,994				596		(4)		12,590				36,928				1,696		(4)		38,624
Non-compensation Costs		7,027				213		(8)		7,240				21,186				599		(8)		21,785
Total Expenses		19,021				809				19,830				58,114				2,295				60,409
Operating Income (Loss) from Continuing Operations (a)	$	1,991			$	(2,207	)		$	(216	)		$	4,344			$	(6,793	)		$	(2,449	)
Compensation Ratio (b)		57	%							64	%			59	%							67	%
Operating Margin (b)		9	%							(1	%)			7	%							(4	%)

(a) Operating Income (Loss) for U.S. GAAP excludes Income (Loss) from Equity Method Investments.

(b) 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, 2012
(dollars in thousands)
(UNAUDITED)
	Investment Banking Segment
	Three Months Ended June 30, 2012
	Non-GAAP
	Adjusted Pro								U.S. GAAP
	Forma Basis				Adjustments				Basis
Net Revenues:
Investment Banking Revenue	$	151,397			$	3,029		(1)(2)	$	154,426
Other Revenue, net		(187	)			(1,075	)	(3)		(1,262	)
Net Revenues		151,210				1,954				153,164
Expenses:
Employee Compensation and Benefits		89,829				10,925		(4)(6)		100,754
Non-compensation Costs		25,858				3,307		(4)(8)		29,165
Special Charges		-				662		(7)		662
Total Expenses		115,687				14,894				130,581
Operating Income from Continuing Operations (a)	$	35,523			$	(12,940	)		$	22,583
Compensation Ratio (b)		59	%							66	%
Operating Margin (b)		23	%							15	%
	Investment Management Segment
	Three Months Ended June 30, 2012
	Non-GAAP
	Adjusted Pro								U.S. GAAP
	Forma Basis				Adjustments				Basis
Net Revenues:
Investment Management Revenue	$	20,699			$	(663	)	(1)(2)	$	20,036
Other Revenue, net		206				(909	)	(3)		(703	)
Net Revenues		20,905				(1,572	)			19,333
Expenses:
Employee Compensation and Benefits		12,962				574		(4)		13,536
Non-compensation Costs		7,014				171		(8)		7,185
Total Expenses		19,976				745				20,721
Operating Income (Loss) from Continuing Operations (a)	$	929			$	(2,317	)		$	(1,388	)
Compensation Ratio (b)		62	%							70	%
Operating Margin (b)		4	%							(7	%)

(a) Operating Income (Loss) for U.S. GAAP excludes Income (Loss) from Equity Method Investments.

(b) 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, 2011
(dollars in thousands)
(UNAUDITED)
	Investment Banking Segment
	Three Months Ended September 30, 2011												Nine Months Ended September 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	$	138,121			$	1,874		(1)(2)	$	139,995			$	330,169			$	7,574		(1)(2)	$	337,743
Other Revenue, net		230				(1,059	)	(3)		(829	)			949				(3,171	)	(3)		(2,222	)
Net Revenues		138,351				815				139,166				331,118				4,403				335,521
Expenses:
Employee Compensation and Benefits		85,945				12,114		(4)(5)(6)		98,059				200,723				32,043		(4)(5)(6)		232,766
Non-compensation Costs		21,301				4,359		(4)(8)		25,660				53,568				11,913		(4)(8)		65,481
Special Charges		-				2,626		(7)		2,626				-				2,626		(7)		2,626
Total Expenses		107,246				19,099				126,345				254,291				46,582				300,873
Operating Income from Continuing Operations (a)	$	31,105			$	(18,284	)		$	12,821			$	76,827			$	(42,179	)		$	34,648
Compensation Ratio (b)		62	%							70	%			61	%							69	%
Operating Margin (b)		22	%							9	%			23	%							10	%
	Investment Management Segment
	Three Months Ended September 30, 2011												Nine Months Ended September 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	$	24,557			$	166		(1)(2)	$	24,723			$	77,124			$	1,030		(1)(2)	$	78,154
Other Revenue, net		186				(894	)	(3)		(708	)			486				(2,678	)	(3)		(2,192	)
Net Revenues		24,743				(728	)			24,015				77,610				(1,648	)			75,962
Expenses:
Employee Compensation and Benefits		14,834				741		(4)(5)		15,575				45,213				4,821		(4)(5)		50,034
Non-compensation Costs		7,631				188		(8)		7,819				22,984				771		(8)		23,755
Total Expenses		22,465				929				23,394				68,197				5,592				73,789
Operating Income from Continuing Operations (a)	$	2,278			$	(1,657	)		$	621			$	9,413			$	(7,240	)		$	2,173
Compensation Ratio (b)		60	%							65	%			58	%							66	%
Operating Margin (b)		9	%							3	%			12	%							3	%

(a) Operating Income for U.S. GAAP excludes Income (Loss) from Equity Method Investments.
(b) 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
For further information on these Adjusted Pro Forma adjustments, see page A-2.
(1)		Client related expenses, expenses associated with revenue sharing engagements with third parties and provisions for uncollected receivables, have been reclassified as a reduction of revenue in the Adjusted Pro Forma presentation.
(2)		Income from Equity Method Investments has been reclassified to Revenue in the Adjusted Pro Forma 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)		Expenses incurred from the modification of Evercore LP Units and related awards, which primarily vest over a five-year period, are excluded from the Adjusted Pro Forma presentation.
(5)		Expenses incurred from the vesting of IPO related restricted stock unit awards relating to the June 2011 offering are excluded from the Adjusted Pro Forma presentation.
(6)		Expenses for deferred share-based and cash consideration and retention awards associated with the acquisition of Lexicon, as well as base salary adjustments for Lexicon employees for the period preceding the acquisition, are excluded from the Adjusted Pro Forma presentation.
(7)		Expenses related to exiting the legacy office space in the UK and expenses related to the charge associated with lease commitments for exited office space in conjunction with the acquisition of Lexicon, as well as for an introducing fee in connection with the Lexicon acquisition, are excluded from the Adjusted Pro Forma presentation.
(8)		Non-compensation Costs on an Adjusted Pro Forma basis reflect the following adjustments:
A-9

	Three Months Ended September 30, 2012
	Investment			Investment			Total
	Banking			Management			Segments			Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	7,271		$	1,611		$	8,882		$	-		$	8,882
Professional Fees		5,422			2,133			7,555			3,197	(1)		10,752
Travel and Related Expenses		3,331			499			3,830			2,972	(1)		6,802
Communications and Information Services		2,427			407			2,834			81	(1)		2,915
Depreciation and Amortization		1,706			1,651			3,357			471	(8a)		3,828
Other Operating Expenses		3,347			726			4,073			168	(1)		4,241
Total Non-compensation Costs from Continuing Operations	$	23,504		$	7,027		$	30,531		$	6,889		$	37,420
	Three Months Ended June 30, 2012
	Investment			Investment			Total
	Banking			Management			Segments			Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	7,604		$	1,542		$	9,146		$	-		$	9,146
Professional Fees		4,943			1,961			6,904			1,368	(1)		8,272
Travel and Related Expenses		5,870			564			6,434			1,214	(1)		7,648
Communications and Information Services		2,431			563			2,994			34	(1)		3,028
Depreciation and Amortization		1,559			1,650			3,209			471	(8a)		3,680
Acquisition and Transition Costs		23			52			75			-			75
Other Operating Expenses		3,428			682			4,110			391	(1)		4,501
Total Non-compensation Costs from Continuing Operations	$	25,858		$	7,014		$	32,872		$	3,478		$	36,350
	Three Months Ended September 30, 2011
	Investment			Investment			Total
	Banking			Management			Segments			Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	4,331		$	1,645		$	5,976		$	-		$	5,976
Professional Fees		6,143			2,445			8,588			807	(1)		9,395
Travel and Related Expenses		4,309			525			4,834			1,022	(1)		5,856
Communications and Information Services		1,185			360			1,545			29	(1)		1,574
Depreciation and Amortization		1,120			1,649			2,769			2,117	(8a)		4,886
Acquisition and Transition Costs		1,053			125			1,178			-			1,178
Other Operating Expenses		3,160			882			4,042			572	(1)		4,614
Total Non-compensation Costs from Continuing Operations	$	21,301		$	7,631		$	28,932		$	4,547		$	33,479
	Nine Months Ended September 30, 2012
	Investment			Investment			Total
	Banking			Management			Segments			Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	21,469		$	4,804		$	26,273		$	-		$	26,273
Professional Fees		15,063			5,965			21,028			5,052	(1)		26,080
Travel and Related Expenses		14,237			1,636			15,873			5,310	(1)		21,183
Communications and Information Services		7,078			1,471			8,549			182	(1)		8,731
Depreciation and Amortization		4,615			4,985			9,600			3,270	(8a)		12,870
Acquisition and Transition Costs		42			106			148			-			148
Other Operating Expenses		9,869			2,219			12,088			611	(1)		12,699
Total Non-compensation Costs from Continuing Operations	$	72,373		$	21,186		$	93,559		$	14,425		$	107,984
	Nine Months Ended September 30, 2011
	Investment			Investment			Total
	Banking			Management			Segments			Adjustments			U.S. GAAP
Occupancy and Equipment Rental	$	11,746		$	5,021		$	16,767		$	-		$	16,767
Professional Fees		14,483			6,471			20,954			4,450	(1)		25,404
Travel and Related Expenses		10,539			1,632			12,171			3,614	(1)		15,785
Communications and Information Services		4,069			1,365			5,434			114	(1)		5,548
Depreciation and Amortization		2,656			5,005			7,661			3,221	(8a)		10,882
Acquisition and Transition Costs		1,967			345			2,312			-			2,312
Other Operating Expenses		8,108			3,145			11,253			1,285	(1)		12,538
Total Non-compensation Costs from Continuing Operations	$	53,568		$	22,984		$	76,552		$	12,684		$	89,236
A-10

(8a)		The exclusion from the Adjusted Pro Forma presentation of expenses associated with amortization of intangible assets acquired in the Protego, Braveheart, SFS and Lexicon acquisitions.
(9)		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 38% for the three and nine months ended September 30, 2012. 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.
(10)		Reflects adjustment to eliminate noncontrolling interest related to all Evercore LP partnership units which are assumed to be converted to Class A common stock in the Adjusted Pro Forma presentation.
(11a)		Assumes the vesting of all Evercore LP partnership units and IPO related restricted stock unit awards in the Adjusted Pro Forma presentation. 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.
(11b)		Assumes the vesting of all Acquisition Related Share Issuance and Unvested Restricted Stock Units granted to Lexicon employees in the Adjusted Pro Forma presentation. In the computation of outstanding common stock equivalents for U.S. GAAP, these Shares and Restricted Stock Units are reflected using the Treasury Stock Method.
A-11

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