UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-33693

DUFF & PHELPS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	20-8893559
(State of other jurisdiction or incorporation or organization)	(I.R.S. employer identification no.)

55 East 52^nd Street, 31^st Floor

New York, New York 10055

(Address of principal executive offices) (Zip code)

(212) 871-2000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o     Accelerated filer þ    Non-accelerated filer o Smaller reporting company o

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No þ

The number of shares outstanding of the registrant's Class A common stock, par value $0.01 per share, was 40,438,809 as of October 15, 2012. The number of shares outstanding of the registrant's Class B common stock, par value $0.0001 per share, was 2,028,377 as of October 15, 2012.

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2012

TABLE OF CONTENTS

Part I.	Financial Information	1
	Item 1.Financial Statements	1
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	31
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	60
	Item 4. Controls and Procedures	60
Part II.	Other Information	61
	Item 1.Legal Proceedings	61
	Item 1A.Risk Factors	61
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	61
	Item 3.Defaults Upon Senior Securities	62
	Item 4. Mine Safety Disclosures	62
	Item 5. Other Information	62
	Item 6. Exhibits	62
	Signatures	63

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Revenue	$	108,413		$	92,028		$	329,247		$	264,960
Reimbursable expenses	3,299			2,395			10,319			7,361
Total revenue	111,712			94,423			339,566			272,321
Direct client service costs
Compensation and benefits (includes $4,710 and $4,316 of equity-based compensation for the three months ended September 30, 2012 and 2011, respectively, and $14,839 and $13,381 for the nine months ended September 30, 2012 and 2011, respectively)	58,630			50,705			179,019			146,672
Other direct client service costs	3,330			2,050			8,643			4,959
Acquisition retention expenses (includes $730 and $221 of equity-based compensation for the three months ended September 30, 2012 and 2011, respectively, and $2,174 and $600 for the nine months ended September 30, 2012 and 2011, respectively)	2,020			221			6,507			600
Reimbursable expenses	3,364			2,415			10,373			7,484
	67,344			55,391			204,542			159,715
Operating expenses
Selling, general and administrative (includes $844 and $819 of equity-based compensation for the three months ended September 30, 2012 and 2011, respectively, and $2,707 and $3,111 for the nine months ended September 30, 2012 and 2011, respectively)	28,822			23,611			84,877			72,915
Depreciation and amortization	4,765			2,878			13,010			7,934
Restructuring charges (Note 11)	406			3,091			1,824			3,995
Transaction and integration costs	35			335			1,914			801
	34,028			29,915			101,625			85,645
Operating income	10,340			9,117			33,399			26,961
Other expense/(income), net
Interest income	(4		)	(14		)	(37		)	(69		)
Interest expense	121			30			492			178
Other expense	54			10			906			3
	171			26			1,361			112
Income before income taxes	10,169			9,091			32,038			26,849
Provision for income taxes	3,953			2,655			12,392			8,275
Net income	6,216			6,436			19,646			18,574
Less: Net income attributable to noncontrolling interest	515			2,404			3,447			7,005
Net income attributable to Duff & Phelps Corporation	$	5,701		$	4,032		$	16,199		$	11,569
Weighted average shares of Class A common stock outstanding
Basic	34,830			26,945			32,449			27,050
Diluted	36,208			27,060			33,718			27,834
Net income per share attributable to stockholders of Class A common stock of Duff & Phelps Corporation (Note 5)
Basic	$	0.16		$	0.14		$	0.48		$	0.41
Diluted	$	0.15		$	0.14		$	0.46		$	0.40
Cash dividends declared per common share	$	0.09		$	0.08		$	0.27		$	0.24

See accompanying notes to the condensed consolidated financial statements.

1

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Net income	$	6,216		$	6,436		$	19,646		$	18,574
Other comprehensive income/(loss), net of tax
Currency translation adjustment	2,154			(2,559		)	2,129			(307		)
Amortization of post-retirement benefits, net of tax	—			(2		)	(1		)	(81		)
Other comprehensive income/(loss), net of tax	2,154			(2,561		)	2,128			(388		)
Comprehensive income	8,370			3,875			21,774			18,186
Less: comprehensive income attributable to noncontrolling interest	(602		)	(1,762		)	(3,472		)	(6,887		)
Comprehensive income attributable to Duff & Phelps Corporation	$	7,768		$	2,113		$	18,302		$	11,299

See accompanying notes to the condensed consolidated financial statements.

2

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

	September 30, 2012		December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	46,837	$	38,986
Accounts receivable (net of allowance for doubtful accounts of $1,918 and $1,753 at September 30, 2012 and December 31, 2011, respectively)	73,455		77,795
Unbilled services	59,932		51,427
Prepaid expenses and other current assets	9,264		8,257
Net deferred income taxes, current	2,285		2,545
Total current assets	191,773		179,010
Property and equipment (net of accumulated depreciation of $36,971 and $32,516 at September 30, 2012 and December 31, 2011, respectively)	49,356		33,632
Goodwill	195,726		192,970
Intangible assets (net of accumulated amortization of $32,739 and $25,626 at September 30, 2012 and December 31, 2011, respectively)	34,017		40,977
Other assets	14,570		13,942
Investments related to deferred compensation plan (Note 12)	28,389		23,542
Net deferred income taxes, less current portion	150,017		115,826
Total non-current assets	472,075		420,889
Total assets	$	663,848	$	599,899
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	5,331	$	4,148
Accrued expenses	27,716		22,612
Accrued compensation and benefits	26,560		41,518
Liability related to deferred compensation plan, current portion (Note 12)	625		646
Deferred revenues	5,247		4,185
Due to noncontrolling unitholders, current portion	6,214		6,209
Total current liabilities	71,693		79,318
Long-term debt (Note 7)	17,500		—
Liability related to deferred compensation plan, less current portion (Note 12)	27,945		23,083
Other long-term liabilities	29,836		32,248
Due to noncontrolling unitholders, less current portion	137,726		101,557
Total non-current liabilities	213,007		156,888
Total liabilities	284,700		236,206
Commitments and contingencies (Note 10)
Stockholders' equity
Preferred stock (50,000 shares authorized; zero issued and outstanding)	—		—
Class A common stock, par value $0.01 per share (100,000 shares authorized; 40,399 and 31,646 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively)	404		316
Class B common stock, par value $0.0001 per share (50,000 shares authorized; 2,029 and 10,488 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively)	—		1
Additional paid-in capital	327,129		252,572
Accumulated other comprehensive income	2,390		287
Retained earnings	31,806		25,631
Total stockholders' equity of Duff & Phelps Corporation	361,729		278,807
Noncontrolling interest	17,419		84,886
Total stockholders' equity	379,148		363,693
Total liabilities and stockholders' equity	$	663,848	$	599,899

See accompanying notes to the condensed consolidated financial statements.

3

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2012			September 30, 2011
Cash flows from operating activities:
Net income	$	19,646		$	18,574
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,010			7,934
Equity-based compensation	19,720			17,092
Bad debt expense	1,056			1,920
Net deferred income taxes	2,243			5,919
Other	3,399			2,448
Changes in assets and liabilities providing/(using) cash, net of acquired balances:
Accounts receivable	3,526			(5,236		)
Unbilled services	(8,289		)	(15,416		)
Prepaid expenses and other current assets	(213		)	1,777
Other assets	(2,024		)	2,453
Accounts payable and accrued expenses	5,967			(5,541		)
Accrued compensation and benefits	(7,240		)	(18,201		)
Deferred revenues	1,061			1,994
Other liabilities	(5,274		)	(1,172		)
Net cash provided by operating activities	46,588			14,545
Cash flows from investing activities:
Purchases of property and equipment	(18,254		)	(6,410		)
Business acquisitions, net of cash acquired	(1,432		)	(5,891		)
Purchases of investments	(3,150		)	(3,500		)
Net cash used in investing activities	(22,836		)	(15,801		)
Cash flows from financing activities:
Borrowings under revolving line of credit	30,000			—
Repayments of revolving line of credit	(12,500		)	—
Net proceeds from sale of Class A common stock	49,244			—
Redemption of noncontrolling unitholders	(58,972		)	—
Dividends	(10,083		)	(7,502		)
Repurchases of Class A common stock	(6,941		)	(24,114		)
Payments of contingent consideration related to acquisitions	(5,314		)	—
Distributions and other payments to noncontrolling unitholders	(2,196		)	(4,306		)
Proceeds from exercises of stock options	16			267
Excess tax benefit from equity-based compensation	711			867
Net cash used in financing activities	(16,035		)	(34,788		)
Effect of exchange rate on cash and cash equivalents	134			310
Net increase/(decrease) in cash and cash equivalents	7,851			(35,734		)
Cash and cash equivalents at beginning of year	38,986			113,328
Cash and cash equivalents at end of period	$	46,837		$	77,594

See accompanying notes to the condensed consolidated financial statements.

4

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)

				Stockholders of Duff & Phelps Corporation
	Total Stockholders'			Common Stock - Class A					Common Stock - Class B					Additional Paid-in			Accumulated Other Comprehensive		Retained			Noncontrolling
	Equity			Shares		Dollars			Shares		Dollars			Capital			Income		Earnings			Interest
Balance as of December 31, 2011	$	363,693		31,646		$	316		10,488		$	1		$	252,572		$	287	$	25,631		$	84,886
Comprehensive income	21,774			—		—			—		—			—			2,103		16,199			3,472
Sale of Class A common stock for follow-on offering	49,244			3,707		37			—		—			36,785			—		—			12,422
Redemption of New Class A Units	(58,972		)	—		—			(4,407	)	(1		)	(44,170		)	—		—			(14,801		)
Issuance of Class A common stock for acquisitions	51			3		—			—		—			46			—		—			5
Exchange of New Class A Units	1			4,052		41			(4,052	)	—			(40		)	—		—			—
Net issuance of restricted stock awards	(5,211		)	1,314		13			—		—			(4,042		)	—		—			(1,182		)
Adjustment to Tax Receivable Agreement as a result of the exchange of New Class A Units	(377		)	—		—			—		—			(377		)	—		—			—
Issuance of Class A common stock for exercises of stock options	16			1		—			—		—			15			—		—			1
Forfeitures	(2		)	(193	)	(2		)	—		—			—			—		—			—
Equity-based compensation	19,642			—		—			—		—			17,094			—		—			2,548
Income tax benefit on equity-based compensation	711			—		—			—		—			711			—		—			—
Distributions to noncontrolling unitholders	(1,960		)	—		—			—		—			(1,766		)	—		—			(194		)
Change in ownership interests between periods	—			—		—			—		—			69,639			—		—			(69,639		)
Deferred tax asset effective tax rate conversion	2,275			—		—			—		—			2,267			—		—			8
Repurchases of Class A common stock pursuant to publicly announced program	(1,713		)	(131	)	(1		)	—		—			(1,605		)	—		—			(107		)
Dividends on Class A common stock	(10,024		)	—		—			—		—			—			—		(10,024		)	—
Balance as of September 30, 2012	$	379,148		40,399		$	404		2,029		$	—		$	327,129		$	2,390	$	31,806		$	17,419

See accompanying notes to the condensed consolidated financial statements.

5

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY—CONTINUED

(In thousands)

(Unaudited)

				Stockholders of Duff & Phelps Corporation
	Total Stockholders'			Common Stock - Class A					Common Stock - Class B				Additional Paid-in			Accumulated Other Comprehensive			Retained			Noncontrolling
	Equity			Shares		Dollars			Shares		Dollars		Capital			Income			Earnings			Interest
Balance as of December 31, 2010	$	342,564		30,166		$	302		11,151		$	1	$	232,644		$	1,400		$	16,923		$	91,294
Comprehensive income	18,186			—		—			—		—		—			(270		)	11,569			6,887
Issuance of Class A common stock for acquisitions	2,925			224		2			—		—		2,174			—			—			749
Exchange of New Class A Units	(1		)	331		3			(331	)	—		(4		)	—			—			—
Net issuance of restricted stock awards	(4,874		)	1,666		16			—		—		(3,608		)	—			—			(1,282		)
Adjustment to Tax Receivable Agreement as a result of the exchange of New Class A Units	451			—		—			—		—		451			—			—			—
Issuance of Class A common stock for exercises of stock options	113			7		—			—		—		83			—			—			30
Forfeitures	(2		)	(233	)	(2		)	(9	)	—		—			—			—			—
Equity-based compensation	17,422			—		—			—		—		12,930			—			—			4,492
Income tax benefit on equity-based compensation	867			—		—			—		—		867			—			—			—
Distributions to noncontrolling unitholders	(4,030		)	—		—			—		—		(2,981		)	—			—			(1,049		)
Change in ownership interests between periods	—			—		—			—		—		5,503			—			—			(5,503		)
Deferred tax asset effective tax rate conversion	406			—		—			—		—		371			—			—			35
Repurchases of Class A common stock pursuant to publicly announced program	(19,222		)	(1,615	)	(16		)	—		—		(14,245		)	—			—			(4,961		)
Dividends on Class A common stock	(7,439		)	—		—			—		—		—			—			(7,439		)	—
Balance as of September 30, 2011	$	347,366		30,546		$	305		10,811		$	1	$	234,185		$	1,130		$	21,053		$	90,692

See accompanying notes to the condensed consolidated financial statements.

6

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 1. Description of Business

Duff & Phelps Corporation (the “Company”) is a leading provider of independent financial advisory and investment banking services. The firm balances analytical skills, market insight and independence to provide expertise in the areas of valuation, transactions, financial restructuring, alternative assets, disputes and taxation. Over 1,000 Duff & Phelps employees work out of more than 25 offices around the world—including Amsterdam, Atlanta, Austin, Beijing, Boston, Chicago, Dallas, Denver, Detroit, Houston, London, Los Angeles, Morristown, Munich, New York, Paris, Philadelphia, San Francisco, Seattle, Shanghai, Silicon Valley, Tokyo, Toronto and Washington, D.C.

Note 2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting, and include all adjustments which are, in the opinion of management, necessary for a fair presentation. The financial statements require the use of management estimates and include the accounts of the Company, its controlled subsidiaries and other entities consolidated as required byaccounting principles generally accepted in the United States of America (“GAAP”).References to the “Company,” “its” and “itself,” refer to Duff & Phelps Corporation and its subsidiaries, unless the context requires otherwise.

The balance sheet at December 31, 2011 was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In management's opinion, all adjustments necessary for a fair presentation are reflected in the interim periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation.

Follow-on Offering Q1 2012

In the three months ended March 31, 2012, the Company sold 3,707 shares of newly issued Class A common stock to an underwriter at a price of $13.38 per share for an aggregate amount of $49,606. The underwriter offered such shares to the public at a price of $13.75 per share for an aggregate amount of $50,978. Net proceeds from the transaction of $49,244, cash on the balance sheet and borrowings under the revolving credit facility were used to redeem 4,407 New Class A Units of D&P Acquisitions, LLC ("D&P Acquisitions") held by certain executive officers and entities affiliated with Lovell Minnick and Vestar Capital Partners. D&P Acquisitions represented the predecessor entity prior to the Company's IPO and currently represents the primary operating subsidiary of the Company. Units were redeemed at a price of $13.38 per unit or an aggregate amount of $58,972. In connection with the redemption, a corresponding number of shares of Class B common stock were cancelled.

As part of the offering, a shareholder of the Company, Shinsei Bank, Ltd., a Japanese corporation, sold 1,468 shares of Duff & Phelps Corporation Class A common stock to an underwriter at a price of $13.38 per share for an aggregate amount of $19,635. The underwriter offered such shares to the public at a price of $13.75 per share for an aggregate amount of $20,178. The Company did not receive any proceeds from the shares of the Class A common stock being sold by the selling shareholder.

Follow-on Offering Q3 2012

In the three months ended September 30, 2012, an underwritten public offering was consummated whereby certain selling shareholders sold 3,083 shares of their Class A common stock to an underwriter at a price of $13.25 per share. The underwriter offered such shares to the public. In conjunction with this offering, entities affiliated with Vestar Capital Partners exchanged 1,878 of their New Class A Units for shares of newly issued Class A common stock which were subsequently sold to the underwriter. In addition, Shinsei Bank, Ltd. sold 1,205 of its existing shares of Class A common stock to the underwriter. The Company did not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders.

7

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Recent Accounting Pronouncements

Effective January 1, 2012, the Company adopted the Financial Accounting Standards Board's (“FASB”) Accounting Standards Update (“ASU”) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, as amended by ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. These updates revise the manner in which entities present comprehensive income in their financial statements. The guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The adoption of these standards did not have a material effect on the Company's consolidated financial statements.

Effective January 1, 2012, the Company adopted ASU 2011-08, Intangibles–Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The update permits an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If an entity determines based on qualitative factors that it is not more likely than not that a reporting unit's fair value is less than its carrying amount, then the two step impairment test will be unnecessary. The amendment will be effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company performs its impairment test as of October 31^st of each year. The Company does not anticipate that the adoption of ASU 2011-08 will have a material effect on its consolidated financial statements.

In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The amendment will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company does not anticipate that the adoption of ASU 2011-11 will have a material effect on its consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. This update gives entities an option to first assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If based on its qualitative assessment an entity concludes that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, quantitative impairment testing is required. However, if an entity concludes otherwise, quantitative impairment testing is not required. The update is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its consolidated financial statements.

Critical Accounting Policies

There have been no significant changes in new accounting pronouncements or in our critical accounting policies and estimates from those that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011. The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, it is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2011. The financial data for the interim periods may not necessarily be indicative of results to be expected for the year.

8

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 3. Noncontrolling Interest

As described in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, the Company has sole voting power in and controls the management of D&P Acquisitions, LLC and its subsidiaries (“D&P Acquisitions”), which collectively represent the operating subsidiaries of the Company. As a result, the Company consolidates the financial results of D&P Acquisitions and records noncontrolling interest for the economic interest in D&P Acquisitions held by the existing unitholders to the extent the book value of their interest in D&P Acquisitions is greater than zero. The Company's economic interest in D&P Acquisitions totaled 95.2% at September 30, 2012. The noncontrolling unitholders' interest in D&P Acquisitions totaled 4.8% at September 30, 2012.

Net income attributable to the noncontrolling interest on the statement of operations represents the portion of earnings or loss attributable to the economic interest in D&P Acquisitions held by the noncontrolling unitholders. Noncontrolling interest on the balance sheet represents the portion of net assets of D&P Acquisitions attributable to the noncontrolling unitholders based on the portion of total units of D&P Acquisitions owned by such unitholders (“New Class A Units”). The ownership of the New Class A Units is summarized as follows:

	Duff & Phelps Corporation		Noncontrolling Unitholders		Total
As of December 31, 2011	31,646		10,488		42,134
Sale of Class A common stock for follow-on offering	3,707		—		3,707
Redemption of New Class A Units	—		(4,407	)	(4,407	)
Issuance of Class A common stock for acquisitions	3		—		3
Exchange to Class A common stock	4,052		(4,052	)	—
Net issuance of restricted stock awards	1,314		—		1,314
Issuance of Class A common stock for exercises of stock options	1		—		1
Repurchases of Class A common stock pursuant to publicly announced program	(131	)	—		(131	)
Forfeitures	(193	)	—		(193	)
As of September 30, 2012	40,399		2,029		42,428
Percent of total
December 31, 2011	75.1	%	24.9	%	100	%
September 30, 2012	95.2	%	4.8	%	100	%

9

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

A reconciliation from “Income before income taxes” to “Net income attributable to the noncontrolling interest” and “Net income attributable to Duff & Phelps Corporation” is detailed as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Income before income taxes	$	10,169		$	9,091		$	32,038		$	26,849
Less:  provision for income taxes for entities other than Duff & Phelps Corporation(a)(b)	48			243			(866		)	(103		)
Income before income taxes, as adjusted	10,217			9,334			31,172			26,746
Ownership percentage of noncontrolling interest(d)	5.0		%	25.8		%	11.1		%	26.2		%
Net income attributable to noncontrolling interest	515			2,404			3,447			7,005
Income before income taxes, as adjusted, attributable to Duff & Phelps Corporation	9,702			6,930			27,725			19,741
Less:  provision for income taxes of Duff & Phelps   Corporation(a)(c)	(4,001		)	(2,898		)	(11,526		)	(8,172		)
Net income attributable to Duff & Phelps Corporation	$	5,701		$	4,032		$	16,199		$	11,569

_______________

(a) The consolidated provision for income taxes is equal to the sum of (i) the provision for income taxes for entities other than Duff & Phelps Corporation and (ii) the provision for income taxes of Duff & Phelps Corporation. The consolidated provision for income taxes totaled $3,953 and $2,655 for the three months ended September 30, 2012 and 2011, respectively, and $12,392 and $8,275 for the nine months endedSeptember 30, 2012 and 2011, respectively.

(b) The provision for income taxes for entities other than Duff & Phelps Corporation represents taxes imposed directly on Duff & Phelps, LLC, a wholly-owned subsidiary of D&P Acquisitions, and its subsidiaries, such as taxes imposed on certain domestic subsidiaries (e.g., Rash & Associates, L.P.), taxes imposed by certain foreign jurisdictions, and taxes imposed by certain local and other jurisdictions (e.g., New York City). Since Duff & Phelps, LLC is taxed as a partnership and a flow-through entity for U.S. federal and state income tax purposes, there is no provision for these taxes on income allocable to the noncontrolling interest.

(c) The provision of income taxes of Duff & Phelps Corporation includes all U.S. federal and state income taxes.

(d) Income before income taxes, as adjusted, is allocated to the noncontrolling interest based on the total New Class A Units vested for income tax purposes (“Tax-Vested Units”) owned by the noncontrolling interest as a percentage of the aggregate amount of all Tax-Vested Units. This percentage may not necessarily correspond to the total number of New Class A Units at the end of each respective period.

Distributions and Other Payments to Noncontrolling Unitholders

The following table summarizes distributions and other payments to noncontrolling unitholders, as described more fully below:

	Nine Months Ended
	September 30, 2012		September 30, 2011
Distributions for taxes	$	679	$	1,502
Other distributions	1,517		2,804
Payments pursuant to the Tax Receivable Agreement	—		—
	$	2,196	$	4,306

10

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Distributions for taxes

As a limited liability company, D&P Acquisitions does not incur significant federal or state and local taxes, as these taxes are primarily the obligations of the members of D&P Acquisitions. As authorized by the Third Amended and Restated LLC Agreement of D&P Acquisitions, D&P Acquisitions is required to distribute cash, generally, on a pro rata basis, to its members to the extent necessary to provide funds to pay the members' tax liabilities, if any, with respect to the earnings of D&P Acquisitions. The tax distribution rate has been set at 45% of each member's allocable share of taxable income of D&P Acquisitions. D&P Acquisitions is only required to make such distributions if cash is available for such purposes as determined by the Company. The Company expects cash will be available to make these distributions. Upon completion of its tax returns with respect to the prior year, D&P Acquisitions may make true-up distributions to its members, if cash is available for such purposes, with respect to actual taxable income for the prior year.

Other distributions

Concurrent with the payment of dividends to shareholders of Class A common stock, holders of New Class A Units receive a corresponding distribution per vested unit. These amounts will be treated as a reduction in basis of each member's ownership interests. Pursuant to the terms of the Third Amended and Restated LLC Agreement of D&P Acquisitions, a corresponding amount per unvested unit was deposited into a segregated account and will be distributed once a year with respect to units that vested during that year.  Any amounts related to unvested units that forfeit are returned to the Company.

Payments pursuant to the Tax Receivable Agreement

As a result of the Company's acquisition of New Class A Units of D&P Acquisitions, the Company expects to benefit from depreciation and other tax deductions reflecting D&P Acquisitions' tax basis for its assets. Those deductions will be allocated to the Company and will be taken into account in reporting the Company's taxable income. Further, as a result of a federal income tax election made by D&P Acquisitions applicable to a portion of the Company's acquisition of New Class A Units of D&P Acquisitions, the income tax basis of the assets of D&P Acquisitions underlying a portion of the units the Company has and will acquire (pursuant to the exchange agreement) will be adjusted based upon the amount that the Company has paid for that portion of its New Class A Units of D&P Acquisitions.

The Company has entered into a tax receivable agreement (“TRA”) with the existing unitholders of D&P Acquisitions (for the benefit of the existing unitholders of D&P Acquisitions) that provides for the payment by the Company to the unitholders of D&P Acquisitions of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company realizes (i) from the tax basis in its proportionate share of D&P Acquisitions' goodwill and similar intangible assets that the Company receives as a result of the exchanges and (ii) from the federal income tax election referred to above. D&P Acquisitions expects to make future payments under the TRA to the extent cash is available for such purposes.

As of September 30, 2012, the Company recorded a liability of $143,940, representing the payments due to D&P Acquisitions' unitholders under the TRA (see current and non-current portion of “Due to noncontrolling unitholders” on the Company's Condensed Consolidated Balance Sheets).  

Within the next 12 month period, the Company expects to pay $6,214 of the total amount. The basis for determining the current portion of the payments due to D&P Acquisitions' unitholders under the TRA is the expected amount of payments to be made within the next 12 months.  The long-term portion of the payments due to D&P Acquisitions' unitholders under the tax receivable agreement is the remainder. Payments are anticipated to be made annually over 15 years, commencing from the date of each event that gives rise to the TRA benefits, beginning with the date of the closing of the IPO on October 3, 2007.  The payments are made in accordance with the terms of the TRA.  The timing of the payments is subject to certain contingencies including Duff & Phelps Corporation having sufficient taxable income to utilize all of the tax benefits defined in the TRA.

11

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

To determine the current amount of the payments due to D&P Acquisitions' unitholders under the TRA, the Company estimated the amount of taxable income that Duff & Phelps Corporation has generated over the previous fiscal year. Next, the Company estimated the amount of the specified TRA deductions at year end. This was used as a basis for determining the amount of tax reduction that generates a TRA obligation. In turn, this was used to calculate the estimated payments due under the TRA that the Company expects to pay in the next 12 months. These calculations are performed pursuant to the terms of the TRA.

Obligations pursuant to the TRA are obligations of Duff & Phelps Corporation.  They do not impact the noncontrolling interest.  These obligations are not income tax obligations and have no impact on the tax provision or the allocation of taxes. Furthermore, the TRA has no impact on the allocation of the provision for income taxes to the Company's net income.  In general, items of income and expense are allocated on the basis of member's ownership interests pursuant to the Third Amended and Restated Limited Liability Company Agreement of Duff & Phelps Acquisitions, LLC.

12

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 4. Acquisitions

Acquisition of MCR

On October 31, 2011, the Company acquired certain assets of MCR and its subsidiaries, a United Kingdom-based partnership specializing in insolvency, turnaround and restructuring services ("MCR"). The addition of MCR enhances the Company's global restructuring advisory capabilities and expands its presence in Europe. The acquisition included 126 client service professionals, including 19 partners and directors. Its results have been included in the consolidated financial statements as part of the Investment Banking segment since the date of acquisition. Revenue totaled $7,457 and $23,945 during the three and nine months endedSeptember 30, 2012, respectively. There was an operating loss of $11 and operating income of $2,073 during the three and nine months endedSeptember 30, 2012, respectively.

The fair value of the purchase price totaled $42,080 and comprised cash, Class A common stock and contingent consideration. The fair value of the contingent consideration will be recalculated each reporting period with any resulting gains or losses being recorded in the Consolidated Statement of Operations. A benefit of $994 and $784 was recorded to transaction and integration costs to reflect the change in fair value of the estimated contingent consideration payable during the three and nine months endedSeptember 30, 2012, respectively.

Allocation of the purchase price included $13,864 of net tangible assets, $7,710 of intangible assets and $20,506 of goodwill. The intangible assets acquired include customer relationships and non-compete agreements. The goodwill was assigned to the Investment Banking segment and is expected to be deductible for tax purposes.

Other

On June 30, 2011, the Company acquired Growth Capital Partners and its subsidiaries, a Houston-based investment banking firm focused on transactions in the middle market. The addition of Growth Capital Partners complements the Company's energy, mining and infrastructure expertise, and expands its presence in the southwest United States. The acquisition included 20 client service professionals, including seven managing directors. Its results have been included in the consolidated financial statements as part of the Investment Banking segment since the date of acquisition.

Effective December 9, 2011, the Company acquired the Toronto-based restructuring and insolvency practice from the RSM Richter group. The acquisition enhances the Company's global restructuring capabilities by expanding its presence into Canada. The acquisition added 12 client service professionals, including four managing directors. Its results have been included in the Company's Condensed Consolidated Statement of Operations as part of the Investment Banking segment since the date of acquisition.

Effective December 30, 2011, the Company acquired Pagemill Partners, a Silicon Valley-based investment banking firm. Pagemill provides M&A, private placement advisory and related services to global technology companies in the middle market, as well as emerging organizations. This acquisition enhances the Company's technical capabilities and industry expertise. The acquisition added 22 client service professionals, including 10 managing directors. Its results have been included in the Company's Consolidated Statement of Operations as part of the Investment Banking segment beginning January 1, 2012.

Aggregated revenue totaled $7,248 and $24,841 during the three and nine months endedSeptember 30, 2012, respectively. Operating income totaled $1,695 and $5,267 during the three and nine months endedSeptember 30, 2012, respectively.

The aggregate fair value of the purchase price of these other acquisitions totaled $44,732 and comprised cash, Class A common stock and contingent consideration. The fair value of the contingent consideration will be recalculated each reporting period with any resulting gains or losses being recorded in the Consolidated Statement of Operations. An expense of $264 and $1,042 was recorded to transaction and integration costs to reflect the change in fair value of

13

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

the estimated contingent consideration payable during the three and nine months endedSeptember 30, 2012, respectively.

Allocation of the purchase price included $2,226 of net tangible assets, $7,789 of intangible assets and $34,717 of goodwill. The intangible assets acquired include customer relationships and non-compete agreements. The goodwill was assigned to the Investment Banking segment and is expected to be deductible for tax purposes.

Pro Forma Information (Unaudited)

The following table summarizes certain supplemental unaudited pro forma financial information which was prepared as if the acquisitions described above had occurred as of January 1, 2010. The unaudited pro forma financial information was prepared for comparative purposes only and does not purport to be indicative of what would have occurred had the acquisition been made at that time or of results which may occur in the future.

	Pro Forma
	Three Months Ended		Nine Months Ended
	September 30, 2011		September 30, 2011
Revenue	$	106,697	$	313,526
Reimbursable expenses	2,893		8,908
Total revenue	$	109,590	$	322,434
Net income attributable to Duff & Phelps Corporation	$	4,894	$	14,385
Net income per share attributable to stockholders of Class A common stock of Duff & Phelps Corporation
Basic	$	0.16	$	0.48
Diluted	$	0.16	$	0.47

14

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 5. Earnings Per Share

Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted earnings per share measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The treasury stock method is used to determine the dilutive potential of stock options, restricted stock awards and units, performance-based restricted stock awards and units, and New Class A Units and Class B common stock that are exchangeable into the Company's Class A common stock. In accordance with FASB ASC 260, Earnings Per Share, all outstanding unvested share-based payments that contain rights to nonforfeitable dividends participate in the undistributed earnings with the common stockholders and are therefore participating securities. Companies with participating securities are required to apply the two-class method in calculating basic and diluted net income per share.

The Company's restricted stock awards are considered participating securities as they receive nonforfeitable dividends at the same rate as the Company's Class A common stock. The computation of basic and diluted net income per share is reduced for a presumed hypothetical distribution of earnings to the holders of the Company's unvested restricted stock. Accordingly, the effect of the allocation reduces earnings available for common stockholders.

The Company's performance-based restricted stock awards are not considered participating securities as the related dividends are forfeitable to the extent the performance conditions are not met.

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations:

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Basic and diluted net income per share:
Numerator
Net income available to holders of Class A common stock	$	5,701		$	4,032		$	16,199		$	11,569
Earnings allocated to participating securities	(252		)	(205		)	(722		)	(514		)
Earnings available for common stockholders	$	5,449		$	3,827		$	15,477		$	11,055
Denominator for basic net income per share of Class A common stock
Weighted average shares of Class A common stock	34,830			26,945			32,449			27,050
Denominator for diluted net income per share of Class A common stock
Weighted average shares of Class A common stock	34,830			26,945			32,449			27,050
Add dilutive effect of the following:
Restricted stock awards and units	1,378			115			1,269			784
Dilutive weighted average shares of Class A common stock	36,208			27,060			33,718			27,834
Basic income per share of Class A common stock	$	0.16		$	0.14		$	0.48		$	0.41
Diluted income per share of Class A common stock	$	0.15		$	0.14		$	0.46		$	0.40

15

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Antidilution is the result of outstanding options exceeding those outstanding under the treasury stock method. Accordingly, the following shares were anti-dilutive and excluded from this calculation:

	Three Months Ended		Nine Months Ended
	September 30, 2012	September 30, 2011	September 30, 2012	September 30, 2011
Weighted average IPO Options outstanding	1,541	1,631	1,569	1,641

The potential dilutive effect of the Company's performance-based restricted stock awards and units were excluded from the calculation as the performance conditions had not been met:

	Three Months Ended		Nine Months Ended
	September 30, 2012	September 30, 2011	September 30, 2012	September 30, 2011
Weighted average performance-based restricted stock awards	396	183	348	134

In addition, shares of Class B common stock and the underlying number of New Class A Units do not share in the earnings of the Company and are therefore not participating securities. Accordingly, basic and diluted earnings per share of Class B common stock and the underlying number of New Class A Units have not been presented. Accordingly, the following shares were excluded from this calculation:

	Three Months Ended		Nine Months Ended
	September 30, 2012	September 30, 2011	September 30, 2012	September 30, 2011
Weighted average shares of Class B common stock and underlying New Class A Units outstanding	2,897	10,813	5,294	10,962

16

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 6. Fair Value Measurements

The following table presents assets and liabilities measured at fair value on a recurring basis as of September 30, 2012:

	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Investments held in conjunction with deferred compensation plan	$	—	$	28,389	$	—	$	28,389
Total assets	$	—	$	28,389	$	—	$	28,389
Benefits payable in conjunction with deferred compensation plan	$	—	$	28,570	$	—	$	28,570
Acquisition-related contingent consideration	—		—		13,373		13,373
Total liabilities	$	—	$	28,570	$	13,373	$	41,943

For comparative purposes, the following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2011:

	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Investments held in conjunction with deferred compensation plan	$	—	$	23,542	$	—	$	23,542
Total assets	$	—	$	23,542	$	—	$	23,542
Benefits payable in conjunction with deferred compensation plan	$	—	$	23,729	$	—	$	23,729
Acquisition-related contingent consideration	—		—		17,738		17,738
Total liabilities	$	—	$	23,729	$	17,738	$	41,467

The investments held and benefits payable to participants in conjunction with the deferred compensation plan were primarily based on quoted prices for similar assets in active markets. Changes in the fair value of the investments are recognized as an increase or decrease in compensation expense. Changes in the fair value of the benefits payables to participants are recognized as a corresponding offset to compensation expense. The net impact of changes in fair value is not material. The deferred compensation plan is further discussed in Note 12.

The Company estimated the fair value of the acquisition-related contingent consideration payable using probability-weighted discounted cash flow models. The Company's valuation process incorporates the use of valuation specialists to conduct the valuation and provide a report in accordance with professional standards. The Company utilizes these reports to determine fair value. Typically, a discount factor is applied to the present values of the calculated contingent consideration payable. The key assumptions used in these models are estimated by management, not observable in the market and considered Level 3 inputs within the fair value measurement hierarchy which required significant management judgments, including judgments involving forecasted revenue, gross margin levels and probability weightings. Key assumptions are assessed and updated on a quarterly basis.

17

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

The following table reconciles the changes in the acquisition-related contingent consideration payable:

Balance as of December 31, 2011	$	17,738
Payment of contingent consideration	(5,314		)
Change in fair market value	949
Balance as of September 30, 2012	$	13,373

During the nine months endedSeptember 30, 2012, an expense of $949 was recorded to transaction and integration costs to reflect the change in fair value of the estimated contingent consideration payable. The current portion of the acquisition-related contingent consideration payable is reflected in "Accrued expenses" and the long-term portion in "Other long-term liabilities" on the Condensed Consolidated Balance Sheets.

The significant unobservable inputs used in the fair value measurement of the acquisition-related contingent consideration payable primarily comprise forecasted revenue and forecasted margins. Significant changes in forecasted revenue would result in a significantly higher or lower fair value measurement. As of September 30, 2012, the fair market value of acquisition-related contingent consideration totaled $13,373 compared to a maximum remaining potential payout of $18,174.

The Company does not have any material financial assets in a market that is not active.

18

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 7. Long-Term Debt

On July 15, 2009, Duff & Phelps, LLC entered into a credit agreement with Bank of America, N.A., as administrative agent and the lenders from time to time party thereto, as amended by (i) the first amendment to the credit agreement dated as of November 8, 2010, (ii) the second amendment to credit agreement dated as of February 23, 2011, (iii) the third amendment to credit agreement dated as of August 15, 2011 and (iv) the fourth amendment to credit agreement dated as of October 13, 2011 (collectively, the “Credit Agreement”). The Credit Agreement provides for a $75,000 senior secured revolving credit facility ("Credit Facility"), including a $10,000 sub-limit for the issuance of letters of credit.

The proceeds of the facility are permitted to be used for working capital, permitted acquisitions and general corporate purposes. The maturity date is October 13, 2016. Amounts borrowed may be voluntarily prepaid at any time without penalty or premium, subject to customary breakage costs. There was $17,500 outstanding under the Credit Facility as of September 30, 2012. As of September 30, 2012, the Company had $2,394 of outstanding letters of credit issued against the Credit Facility. These letters of credit were issued in connection with real estate leases.

Loans under the Credit Facility will, at the Company's option, bear interest on the principal amount outstanding at either (a) a rate equal to LIBOR, plus an applicable margin or (b) a base rate, plus an applicable margin. The applicable margin rate is based on the Company's most recent consolidated leverage ratio and ranges from 1.25% to 2.25% per annum for the LIBOR rate or 0.25% to 1.25% per annum for the base rate. In addition, the Company is required to pay an unused commitment fee on the actual daily amount of the unutilized portion of the commitments of the lenders at a rate ranging from 0.30% to 0.50% per annum, based on the Company's most recent consolidated leverage ratio. Based on the Company's consolidated leverage ratio at September 30, 2012, the Company qualifies for the 1.25% applicable margin for the LIBOR rate or 0.25% applicable margin for the base rate, and 0.30% for the unused commitment fee.

The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among others, limitations on (a) the incurrence of liens, (b) the incurrence of indebtedness, (c) the ability to make dividends and distributions, as well as redeem and repurchase equity interests and (d) acquisitions, mergers, consolidations and sales of assets. In addition, the Credit Agreement contains financial covenants that do not permit (i) a total leverage ratio of greater than 3.00 to 1.00 until the quarter ending March 31, 2013; and 2.75 to 1.00 thereafter and (ii) a consolidated fixed charge coverage ratio of less than 1.15 to 1.00 beginning July 1, 2011 through and including June 30, 2012; 1.20 to 1.00 beginning July 1, 2012 through and including September 30, 2013; and 1.25 to 1.00 thereafter. The financial covenants are tested on the last day of each fiscal quarter based on the last four fiscal quarter periods. Management believes that the Company was in compliance with all of its covenants as of September 30, 2012.

The obligation of the Company to pay amounts outstanding under the Credit Facility may be accelerated upon the occurrence of an "Event of Default" as defined in the Credit Agreement. The Company's obligations under the Credit Agreement are guaranteed by D&P Acquisitions, and certain domestic subsidiaries of the Company (collectively, the "Guarantors"). The Credit Agreement is secured by a lien on substantially all of the personal property of the Company and each of the Guarantors.

19

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 8. Equity-Based Compensation

Equity-based compensation with respect to (a) ownership units of D&P Acquisitions ("Legacy Units"), (b) options to purchase shares of the Company's Class A common stock granted in connection with the IPO (“IPO Options”) and (c) restricted stock awards and units and performance-vesting restricted stock awards and units issued in connection with the Company's ongoing long-term compensation program (“Ongoing RSAs”) is detailed in the table below:

	Three Months Ended						Three Months Ended
	September 30, 2012						September 30, 2011
	Legacy Units and IPO Options		Ongoing RSAs		Total		Legacy Units and IPO Options			Ongoing RSAs		Total
Compensation and benefits	$	—	$	4,710	$	4,710	$	(419	)	$	4,735	$	4,316
Acquisition retention expenses	—		730		730		—			221		221
Selling, general and administrative	—		844		844		187			632		819
Total	$	—	$	6,284	$	6,284	$	(232	)	$	5,588	$	5,356

	Nine Months Ended							Nine Months Ended
	September 30, 2012							September 30, 2011
	Legacy Units and IPO Options			Ongoing RSAs		Total		Legacy Units and IPO Options			Ongoing RSAs		Total
Compensation and benefits	$	(43	)	$	14,882	$	14,839	$	(241	)	$	13,622	$	13,381
Acquisition retention expenses	—			2,174		2,174		—			600		600
Selling, general and administrative	65			2,642		2,707		482			2,629		3,111
Total	$	22		$	19,698	$	19,720	$	241		$	16,851	$	17,092

Legacy Units

Immediately prior to the closing of the IPO on October 3, 2007, D&P Acquisitions effectuated certain transactions intended to simplify the capital structure of D&P Acquisitions (the “Recapitalization Transactions”). Prior to the Recapitalization Transactions, D&P Acquisitions' capital structure consisted of seven different classes of membership interests (collectively, “Legacy Units”), each of which had different capital accounts and amounts of aggregate distributions above which its holders share in future distributions. Certain units were issued in conjunction with acquisitions and as long-term incentive compensation to management and independent members of the board of directors.

The net effect of the Recapitalization Transactions was to convert the Legacy Units into a single new class of units called “New Class A Units.” The holders of New Class A Units also own one share of the Company's Class B common stock for each New Class A Unit. Pursuant to an exchange agreement, the New Class A Units are exchangeable on a one-for-one basis for shares of the Company's Class A common stock. In connection with an exchange, a corresponding number of shares of the Company's Class B common stock are cancelled.

The Company accounts for equity-based compensation in accordance with the fair value provisions of FASB ASC 718. As of October 3, 2007, the value used for the purpose of FASB ASC 718 for the above referenced units was based on the price of $16.00 per share of Class A common stock sold in the IPO, which determined the conversion of Legacy Units of D&P Acquisitions into New Class A Units pursuant to the Recapitalization Transactions. In all cases of graded vesting, equity-based compensation expense is being accrued through charges to operations over the respective vesting periods of the equity grants using the accelerated method of amortization.

20

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Generally, Legacy Units were vested upon grant or have certain vesting provisions on each anniversary date over a four to five year requisite service period assuming that the holder remains employed by the Company, as more precisely defined in the individual grant agreements. Accelerated vesting occurs in the case of a sale of the Company or a qualified liquidity event.

The following table summarizes activity for New Class A Units attributable to equity-based compensation:

	New Class A Units Attributable to Equity-Based Compensation
Balance as of December 31, 2011	867
Redeemed or exchanged	(125	)
Forfeited	—
Balance as of September 30, 2012	742
Vested	742
Unvested	—

Upon a termination of such holder's employment other than for cause, unvested units will be forfeited for no consideration and vested units may be exchanged at the option of the holder or repurchased for a repurchase price equal to the fair market value of such units at the option of the Company. Upon a termination of such holder's employment for cause or if the holder resigns without good reason and then competes with the Company, all vested and unvested units will be forfeited without any consideration.

IPO Options and Restricted Stock Awards

The Duff & Phelps Corporation Amended and Restated 2007 Omnibus Incentive Stock Plan (“Omnibus Plan”) permits the grant of 11,150 stock options, stock appreciation rights, deferred stock awards, restricted stock awards, dividend equivalent rights, and any other share-based awards that are valued in whole or in part by reference to the Company's Class A common stock, or any combination of these. This plan is administered and interpreted by the Compensation Committee of the Company's board of directors.

IPO Options

Options were granted in conjunction with the Company's IPO to employees with exercise prices equal to the market value of the Company's Class A common stock on the grant date and expire ten years subsequent to the grant date. Vesting provisions for individual awards are established at the grant date at the discretion of the Compensation Committee of the Company's board of directors. Options granted under the Company's share-based incentive compensation plans vest annually over four years. The Company plans to issue new shares of the Company's Class A common stock whenever stock options are exercised or share awards are granted. The Company did not grant options other than the grant on September 27, 2007. The Company valued the IPO Options using the Black-Scholes method. Asset volatility was based on the historical mean of the Company's closest peer group.

21

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

The following table summarizes option activity:

	IPO Options			Weighted Average Grant Date Fair Value
Balance as of December 31, 2011	1,607			$	7.33
Exercised	(1		)	7.33
Forfeited	(73		)	7.33
Balance as of September 30, 2012	1,533			$	7.33
Vested	1,533
Unvested	—
Weighted average exercise price	$	16.00
Weighted average remaining contractual term	5.00 years
Total intrinsic value of exercised options	$	—
Total fair value of vested options	$	11,239
Aggregate intrinsic value of outstanding options	$	—

Restricted Stock

Restricted stock awards and restricted stock units are granted as a form of incentive compensation and are accounted for similarly.  Corresponding expense is recognized based on the fair market value of the Company's Class A common stock on the date of grant over the service period.  Restricted stock units are generally contingent on continued employment and are converted to common stock when restrictions on transfer lapse after three years.

Performance-based restricted stock awards and units are granted as a form of incentive compensation and accounted for similarly. Performance-based restricted stock awards and units will become non-forfeitable on the third anniversary of the date of grant if and to the extent certain targets of total shareholder return are attained. Expense for performance-based restricted stock awards and units is recognized based on their calculated fair market value as of the date of grant using a lattice model. They are expensed over a three year period from the date of grant.

During the nine months endedSeptember 30, 2012, the Company issued 1,811 Ongoing RSAs related to annual bonus incentive compensation, performance incentive initiatives, promotions and recruiting efforts. The restrictions on transfer and forfeiture provisions are generally eliminated after three years for all awards granted to non-executives with certain exceptions related to retiree eligible employees and termination of employees without cause. Of the 1,811 Ongoing RSAs granted, 237 awards are performance-based restricted stock awards or units and are subject to the vesting provisions described previously.

Of the 1,811 Ongoing RSAs granted, 72 restricted stock awards and 155 performance-based restricted stock awards were granted to executives on March 1, 2012. For grants made to executives, the restrictions on transfer and forfeiture provisions on restricted stock awards are eliminated annually over three years based on ratable vesting. In addition, 39 awards were granted to members of the board of directors on April 19, 2012. The restrictions on transfer and forfeiture provisions are eliminated annually over 4 years based on ratable vesting.

22

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

The following table summarizes award activity:

	Restricted Stock Awards		Weighted Average Grant Date Fair Value		Restricted Stock Units		Weighted Average Grant Date Fair Value
Balance as of December 31, 2011	4,219		$	15.33	450		$	15.29
Granted	1,382		13.85		192		13.80
Converted to Class A common stock upon lapse of restrictions	(1,019	)	14.27		(69	)	13.84
Forfeited	(193	)	15.62		(12	)	15.74
Balance as of September 30, 2012	4,389		$	15.10	561		$	14.94
Vested	—				—
Unvested	4,389				561

	Performance- Based Restricted Stock Awards	Weighted Average Grant Date Fair Value		Performance- Based Restricted Stock Units	Weighted Average Grant Date Fair Value
Balance as of December 31, 2011	183	$	7.52	22	$	7.83
Granted	213	7.75		24	7.75
Balance as of September 30, 2012	396	$	7.65	46	$	7.79
Vested	—			—
Unvested	396			46

For all equity-based compensation awards, forfeitures are estimated at the time an award is granted and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures were estimated to be between 3% and 15% as of September 30, 2012 based on historical experience and future expectations.

The total unamortized compensation cost related to all non-vested awards was $33,387 at September 30, 2012. The Company utilized a deferred tax benefit of $6,932 and $5,391 for stock options issued in conjunction with the IPO and Ongoing RSAs for the nine months endedSeptember 30, 2012 and 2011, respectively.

23

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 9. Income Taxes

The Company's effective tax rate is summarized in the following table:

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Provision for income taxes	$	3,953		$	2,655		$	12,392		$	8,275
Effective income tax rate	38.9		%	29.2		%	38.7		%	30.8		%

The tax provision for the current year period is based on our estimate of the Company's annualized income tax rate. The effective tax rate is calculated by dividing the provision for income taxes by income before income taxes.

The Company's effective tax rate includes a rate benefit attributable to the fact that the Company's subsidiaries operate as a series of limited liability companies and other flow-through entities which are not subject to federal income tax.  Accordingly, a portion of the Company's earnings are not subject to corporate level taxes.  This favorable impact is partially offset by the impact of certain permanent items, primarily attributable to certain compensation related expenses that are not deductible for tax purposes. 

The Company accounts for uncertainties in income tax positions in accordance with FASB ASC 740, Income Taxes. A reconciliation of the beginning and ending amount of unrecognized tax benefit is summarized as follows:

Balance as of December 31, 2011	$	423
Additional based on tax positions related to the current year	5
Lapse of statute of limitations	(161		)
Balance as of September 30, 2012	$	267

The Company recognizes interest income and expense related to income taxes as a component of interest expense and penalties as a component of selling, general and administrative expenses.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. Duff & Phelps, LLC and D&P Acquisitions are open for federal income tax purposes from 2009 forward. These entities are not subject to federal income taxes as they are flow-through entities. The Company is open for federal income tax purposes beginning in 2009.

With respect to state and local jurisdictions and countries outside of the United States, the Company and its subsidiaries are typically subject to examination for four to five years after the income tax returns have been filed. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for in the accompanying consolidated financial statements for any adjustments that might be incurred due to state, local or foreign audits.

Note 10. Commitments and Contingencies

The Company is involved in various claims or disputes arising in the normal course of business. Management does not believe that these matters would have a material adverse effect on the Company's financial position, results of operations or liquidity.

24

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 11. Restructuring Charges

In June 2011, the Company identified opportunities for cost savings through office consolidations of underutilized space and workforce reductions of non-client service professionals. The portion of the charges related to office consolidations was estimated based on the discounted future cash flows of rent expense that the Company is obligated to pay under the lease agreements, partially offset by projected sublease income which was calculated based on certain sublease assumptions. These assumptions may be revised in future periods as new information becomes available. The portion of the charges related to workforce reductions represent termination benefits. A reconciliation of the liabilities for restructuring charges is summarized as follows:

	Liabilities for Restructuring Charges
	Office Consolidations			Employee Severance and Benefits			Total
Balance as of December 31, 2011	$	3,399		$	93		$	3,492
Restructuring charges from changes in estimates of original assumptions	857			(37		)	820
Cash payments	(1,077		)	(56		)	(1,133		)
Write-off of furniture and fixtures	(224		)	—			$	(224	)
Balance as of September 30, 2012	$	2,955		$	—		$	2,955

In March 2012, the Company identified opportunities for cost savings through the elimination of the Company's M&A Advisory practice in France and certain other Investment Banking positions in France. The charges related to termination benefits and were primarily based on assumptions underlying anticipated assessments and payments, including those to be made in accordance with local statutory requirements. These assumptions may be revised in future periods as new information becomes available. A reconciliation of the liabilities for restructuring charges is summarized as follows:

	Liabilities for Restructuring Charges
	Employee Severance and Benefits
Balance as of December 31, 2011	$	—
Restructuring charges	1,004
Cash payments	(600		)
Accelerated vesting of restricted stock	(50		)
Balance as of September 30, 2012	$	354

25

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 12. Deferred Compensation Plan

The Company maintains the Duff & Phelps Deferred Compensation Plan (“Deferred Compensation Plan”) for key employees. This plan is detailed further in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

Under the terms of the plan, the Company established a “rabbi trust” as a vehicle for accumulating assets to pay benefits under the plan. Payments under the plan may be paid from the general assets of the Company or from the assets of any such rabbi trust. Payment from any such source reduces the obligation owed to the participant or beneficiary. The rabbi trust invests in an investment vehicle structured as a corporate-owned life insurance (“COLI”) policy with a cash surrender value that mirrors the payable to the participants of the plan and tracks the value of the plan assets. Participants can earn a return on their deferred compensation that is based on hypothetical investment funds. The policy is redeemable on demand in an amount equal to the cash surrender value. The cash surrender value approximates fair value.

The fair market value of the investments in the rabbi trust is included in “Investments related to the deferred compensation plan” with the corresponding deferred compensation obligation included in current and non-current portion of the liability related to the deferred compensation plan on the Condensed Consolidated Balance Sheets. Changes in the fair value of the investments are recognized as compensation expense (or credit). Changes in the fair value of the benefits payables to participants are recognized as a corresponding offset to compensation expense (or credit). The net impact of changes in fair value is not material.

26

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 13. Segment Information

The Company provides services through three segments: Financial Advisory, Alternative Asset Advisory and Investment Banking. The Financial Advisory segment provides services associated with the Valuation Advisory, Tax Services, and Dispute & Legal Management Consulting business units. The Alternative Asset Advisory segment provides services related to the Portfolio Valuation, Complex Asset Solutions and Due Diligence business units. The Investment Banking segment provides services from the Merger & Acquisition Advisory, Transaction Opinions and Global Restructuring Advisory business units.

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Financial Advisory
Revenue (excluding reimbursables)	$	67,611		$	61,778		$	193,888		$	181,112
Segment operating income	$	14,056		$	10,995		$	37,660		$	30,364
Segment operating income margin	20.8		%	17.8		%	19.4		%	16.8		%
Alternative Asset Advisory
Revenue (excluding reimbursables)	$	15,203		$	13,371		$	42,571		$	41,271
Segment operating income	$	4,120		$	2,821		$	10,651		$	9,345
Segment operating income margin	27.1		%	21.1		%	25.0		%	22.6		%
Investment Banking
Revenue (excluding reimbursables)	$	25,599		$	16,879		$	92,788		$	42,577
Segment operating income/(loss)	$	(545	)	$	1,614		$	8,419		$	946
Segment operating income/(loss) margin	(2.1		)%	9.6		%	9.1		%	2.2		%
Totals
Revenue (excluding reimbursables)	$	108,413		$	92,028		$	329,247		$	264,960
Segment operating income	$	17,631		$	15,430		$	56,730		$	40,655
Net client reimbursable expenses	(65		)	(20		)	(54		)	(123		)
Equity-based compensation associated with Legacy Units and IPO Options	—			232			(22		)	(241		)
Depreciation and amortization	(4,765		)	(2,878		)	(13,010		)	(7,934		)
Acquisition retention expenses	(2,020		)	(221		)	(6,507		)	(600		)
Restructuring charges	(406		)	(3,091		)	(1,824		)	(3,995		)
Transaction and integration costs	(35		)	(335		)	(1,914		)	(801		)
Operating income	$	10,340		$	9,117		$	33,399		$	26,961

27

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Revenues attributable to geographic area is summarized as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2012		September 30, 2011		September 30, 2012		September 30, 2011
North America	$	93,736	$	85,630	$	280,979	$	243,734
Europe	13,532		5,508		44,091		18,172
Asia	1,145		890		4,177		3,054
Revenues (excluding reimbursables)	$	108,413	$	92,028	$	329,247	$	264,960

There was no intersegment revenue during the periods presented. The Company does not maintain separate balance sheet information by segment.

For segment reporting purposes, management uses certain estimates and assumptions to allocate revenue and expenses. Revenues and expenses attributable to reportable segments are generally based on which segment and product line a client service professional is a dedicated member. As a result, revenue recognized that relate to the cross utilization of client service professionals across reportable segments occur each period depending on the expertise required for each engagement. In the three months ended September 30, 2012 and 2011, the Financial Advisory segment (primarily Valuation Advisory services) recognized revenue of $2,484 and $3,015 from the cross utilization of its client service professionals on engagements from the Alternative Asset Advisory segment (primarily Portfolio Valuation services), respectively. In the nine months endedSeptember 30, 2012 and 2011, the Financial Advisory segment (primarily Valuation Advisory services) recognized revenue of $7,963 and $9,073 from the cross utilization of its client service professionals on engagements from the Alternative Asset Advisory segment (primarily Portfolio Valuation services), respectively.

28

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 14. Related Party Transactions

Lovell Minnick Partners

Entities affiliated with Lovell Minnick Partners are holders of Class A common stock. Two managing directors of Lovell Minnick Partners serve as independent directors on the Company's Board of Directors.

D&P Acquisitions made distributions to entities affiliated with Lovell Minnick Partners as summarized in the following table:

	Nine Months Ended
	September 30, 2012		September 30, 2011
Distributions for taxes	$	115	$	398
Other distributions	200		868
	$	315	$	1,266

Distributions for taxes and other distributions are further described in Note 3.

In conjunction with the follow-on offering in the first quarter of 2012, the Company redeemed 1,522 New Class A Units of D&P Acquisitions held by entities affiliated with Lovell Minnick Partners at a price per unit of $13.38 or an aggregate amount of $20,363.

In connection with the closing of the IPO, the Company entered into an exchange agreement, dated as of October 3, 2007 (as amended, the “Exchange Agreement”), by and among the Company, D&P Acquisitions, and certain unitholders of D&P Acquisitions, through which the Company may issue shares of Class A common stock upon the exchange of the New Class A Units. Pursuant to the Exchange Agreement, in connection with any such exchange, a corresponding number of shares of our Class B common stock will be cancelled. Subject to the terms and notice requirements as set forth in an amendment to the Exchange Agreement, exchanges are scheduled to occur on March 5th, May 15th, August 15th and November 15th of each year. In March 2012, entities affiliated with Lovell Minnick Partners exchanged 2,094 New Class A Units for 2,094 shares of Class A common stock and 2,094 shares of Class B common stock were cancelled. The Company filed a registration statement in order to permit the resale of these shares from time to time, subject to certain blackouts and other restrictions.

An affiliate of Lovell Minnick Partners engaged the Company to provide certain consulting services in which the Company recorded $106 of revenue during the nine months endedSeptember 30, 2012.

Vestar Capital Partners

Entities affiliated with Vestar Capital Partners are holders of Class B common stock and an equivalent number of New Class A Units. A managing director of Vestar Capital Partners serves as an independent director on the Company's Board of Directors.

29

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

D&P Acquisitions made distributions to entities affiliated with Vestar Capital Partners as summarized in the following table:

	Nine Months Ended
	September 30, 2012		September 30, 2011
Distributions for taxes	$	351	$	543
Other distributions	789		1,206
	$	1,140	$	1,749

Distributions for taxes and other distributions are further described in Note 3.

In conjunction with the follow-on offering in the first quarter of 2012, the Company redeemed 2,185 New Class A Units of D&P Acquisitions held by entities affiliated with Vestar Capital Partners at a price per unit of $13.38 or an aggregate amount of $29,231. Included in this amount were payments to Noah Gottdiener, Chairman, President and Chief Executive Officer, and Harvey Krueger, an independent director, who are also members in a limited liability company managed by Vestar Capital Partners. As a result, Messrs. Gottdiener and Krueger each received $65 and $52, respectively, as a result of such redemptions.

In conjunction with the follow-on offering in the third quarter of 2012, an underwritten public offering was consummated whereby certain selling shareholders sold 3,083 shares of their Class A common stock to an underwriter at a price of $13.25 per share. The underwriter offered such shares to the public. In conjunction with this offering, entities affiliated with Vestar Capital Partners exchanged 1,878 of their New Class A Units for shares of newly issued Class A common stock which were subsequently sold to the underwriter.

Note 15. Subsequent Events

Declaration of Quarterly Dividend

On October 25, 2012, the Company announced that its board of directors had declared a quarterly dividend of $0.09 per share on its outstanding Class A common stock. The dividend is payable on November 16, 2012 to shareholders of record on November 6, 2012. Concurrent with the payment of the dividend, the Company will also be distributing $0.09 per unit to holders of its New Class A Units.

30

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Disclosure Regarding Forward-Looking Statements

This report 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 (the “Exchange Act”), which reflect the Company's current views with respect to, among other things, future events and financial performance. The Company generally identifies forward looking statements by terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this discussion are based upon our historical performance and on our current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us, or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and the risk factors section that are included in our Annual Report on Form 10-K for the year ended December 31, 2011 and any subsequent filings of our Quarterly Reports on Form 10-Q. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this filing with the Securities and Exchange Commission. The Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Critical Accounting Policies and Estimates

Management's discussion and analysis of the Company's financial condition and results of operations is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenue and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to the following:

• proportional performance under client engagements for the purpose of determining revenue recognition,

• accounts receivable and unbilled services valuation,

• incentive compensation and other accrued benefits,

• useful lives of intangible assets,

• the carrying value of goodwill and intangible assets,

• amounts due to noncontrolling unitholders,

• reserves for estimated tax liabilities, restructuring charges and lease loss liabilities,

• contingent liabilities,

• certain estimates and assumptions used in the allocation of revenue and expenses for our segment reporting, and

• certain estimates and assumptions used in the calculation of the fair value of equity compensation issued to employees and the fair value of acquisition related contingent consideration.

A summary of the Company's critical accounting policies and estimates can be found in our Annual Report on Form 10-K for the year ended December 31, 2011. There have been no significant changes in new accounting pronouncements or in our critical accounting policies and estimates from those that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

31

Overview

Duff & Phelps is a leading provider of independent financial advisory and investment banking services. The firm balances analytical skills, market insight and independence to provide expertise in the areas of valuation, transactions, financial restructuring, alternative assets, disputes and taxation. Over 1,000 Duff & Phelps employees work out of more than 25 offices around the world—including Amsterdam, Atlanta, Austin, Beijing, Boston, Chicago, Dallas, Denver, Detroit, Houston, London, Los Angeles, Morristown, Munich, New York, Paris, Philadelphia, San Francisco, Seattle, Shanghai, Silicon Valley, Tokyo, Toronto and Washington, D.C.

We provide services through three segments: Financial Advisory, Alternative Asset Advisory and Investment Banking.

Financial Advisory		Alternative Asset Advisory		Investment Banking
	Valuation Advisory		Portfolio Valuation		M&A Advisory
	Tax Services		Complex Asset Solutions		Transaction Opinions
	Dispute & Legal Management Consulting		Due Diligence		Global Restructuring Advisory

Equity-based compensation discussed herein includes (a) grants of units of D&P Acquisitions prior to the recapitalization transaction that were effectuated in conjunction with the IPO (“Legacy Units”), (b) options to purchase shares of the Company's Class A common stock granted in connection with the IPO (“IPO Options”) and (c) restricted stock awards and units and performance-based restricted stock awards and units issued in connection with the Company's ongoing long-term compensation program (“Ongoing RSAs”). The IPO, Recapitalization Transactions and the Company's capital structure are further detailed in our Annual Report on Form 10-K for the year ended December 31, 2011.

Amounts are reported in thousands, except for per share amounts, headcount or where the context requires otherwise.

32

Results of Operations

Three months ended September 30, 2012 versus three months ended September 30, 2011

The results of operations are summarized as follows:

	Three Months Ended
	September 30, 2012			September 30, 2011			Unit Change			Percent Change
Revenue	$	108,413		$	92,028		$	16,385		17.8	%
Reimbursable expenses	3,299			2,395			904			37.7	%
Total revenue	111,712			94,423			17,289			18.3	%
Direct client service costs
Compensation and benefits	58,630			50,705			7,925			15.6	%
Other direct client service costs	3,330			2,050			1,280			62.4	%
Acquisition retention expenses	2,020			221			1,799			814.0	%
Reimbursable expenses	3,364			2,415			949			39.3	%
	67,344			55,391			11,953			21.6	%
Operating expenses
Selling, general and administrative	28,822			23,611			5,211			22.1	%
Depreciation and amortization	4,765			2,878			1,887			65.6	%
Restructuring charges	406			3,091			(2,685		)	(86.9	)%
Transaction and integration costs	35			335			(300		)	(89.6	)%
	34,028			29,915			4,113			13.7	%
Operating income	10,340			9,117			1,223			13.4	%
Other expense/(income), net
Interest income	(4		)	(14		)	10			71.4	%
Interest expense	121			30			91			303.3	%
Other expense	54			10			44			440.0	%
	171			26			145			557.7	%
Income before income taxes	10,169			9,091			1,078			11.9	%
Provision for income taxes	3,953			2,655			1,298			48.9	%
Net income	6,216			6,436			(220		)	(3.4	)%
Less:  Net income attributable to noncontrolling interest	515			2,404			(1,889		)	(78.6	)%
Net income attributable to Duff & Phelps Corporation	$	5,701		$	4,032		$	1,669		41.4	%
Other financial and operating data
Adjusted EBITDA(a)	$	17,566		$	15,410		$	2,156		14.0	%
Adjusted EBITDA(a) as a percentage of revenue	16.2		%	16.7		%	(0.5		)%	(3.0	)%
Adjusted Pro Forma Net Income(a)	$	7,654		$	7,449		$	205		2.8	%
Adjusted Pro Forma Net Income per fully exchanged, fully diluted share outstanding(a)	$	0.20		$	0.20		$	—		—	%
End of period managing directors	193			165			28			17.0	%
End of period client service professionals	1,074			829			245			29.6	%

33

__________________________

(a) Adjusted EBITDA, Adjusted Pro Forma Net Income, and Adjusted Pro Forma Net Income per share are non-GAAP financial measures. We believe these measures provide a relevant and useful alternative measure of our ongoing profitability and performance. We believe the Adjusted EBITDA, Adjusted Pro Forma Net Income, and Adjusted Pro Forma Net Income per share, in addition to GAAP financial measures, provide a relevant and useful benchmark for investors, in order to assess our financial performance, ongoing operating results and comparability to other companies in our industry. These measures are utilized by our senior management to evaluate our overall performance.

We define Adjusted EBITDA as operating income before depreciation and amortization, equity-based compensation originating prior to our IPO and associated with grants of ownership units of D&P Acquisitions and stock options granted in conjunction with our IPO and other items which are generally not part of our ongoing operations, including but not limited to restructuring charges and acquisition related expenses. We define Adjusted Pro Forma Net Income as net income before equity compensation associated with grants of ownership units of D&P Acquisitions and stock options granted in conjunction with our IPO, and certain items which are generally not part of our ongoing operations, including but not limited to restructuring charges and acquisition related expenses, less pro forma corporate income tax applied at an assumed effective corporate tax rate. Adjusted Pro Forma Net Income per share consists of Adjusted Pro Forma Net Income divided by the fully dilutive weighted average number of the Company's Class A and Class B shares for the applicable period. These measures are reconciled in the tables below.

Adjusted EBITDA, Adjusted Pro Forma Net Income and Adjusted Pro Forma Net Income per share are non-GAAP financial measures which are not prepared in accordance with, and should not be considered a substitute for or superior to measurements required by GAAP. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. In addition, these non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies.

Reconciliation of Adjusted EBITDA
	Three Months Ended
	September 30, 2012		September 30, 2011
Net income attributable to Duff & Phelps Corporation	$	5,701	$	4,032
Net income attributable to noncontrolling interest	515		2,404
Provision for income taxes	3,953		2,655
Other expense/(income), net	171		26
Operating income	10,340		9,117
Depreciation and amortization	4,765		2,878
Equity-based compensation associated with Legacy Units and IPO Options(1)	—		(232		)
Acquisition retention expenses	2,020		221
Restructuring charges	406		3,091
Transaction and integration costs	35		335
Adjusted EBITDA	$	17,566	$	15,410

34

Reconciliation of Adjusted Pro Forma Net Income
	Three Months Ended
	September 30, 2012			September 30, 2011
Net income attributable to Duff & Phelps Corporation	$	5,701		$	4,032
Net income attributable to noncontrolling interest	515			2,404
Equity-based compensation associated with Legacy Units and IPO Options(1)	—			(232		)
Acquisition retention expenses	2,020			221
Restructuring charges	406			3,091
Transaction and integration costs	35			335
Adjustment to provision for income taxes(2)	(1,023		)	(2,402		)
Adjusted Pro Forma Net Income, as defined	$	7,654		$	7,449
Fully diluted weighted average shares of Class A common stock	36,208			27,060
Weighted average New Class A Units outstanding	2,897			10,813
Pro forma fully exchanged, fully diluted shares outstanding	39,105			37,873
Adjusted Pro Forma Net Income per fully exchanged, fully diluted share outstanding	$	0.20		$	0.20

_______________
(1)	Represents elimination of equity-compensation expense from Legacy Units associated with ownership units of D&P Acquisitions ("Legacy Units") and stock options granted in conjunction with our IPO ("IPO Options"). See further detail in the notes to the condensed consolidated financial statements.
(2)	Represents an adjustment to reflect an assumed annual effective corporate tax rate of approximately 39.4% and 40.6% as applied to the three months ended September 30, 2012 and 2011, respectively, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state, local and/or foreign jurisdiction. For the three months ended September 30, 2011, the pro forma tax rate of 40.4% reflects a true-up adjustment related to the six months ended June 30, 2011. Assumes (i) full exchange of existing unitholders' partnership units and Class B common stock of the Company into Class A common stock of the Company, (ii) the Company has adopted a conventional corporate tax structure and is taxed as a C Corporation in the U.S. at prevailing corporate rates and (iii) all deferred tax assets related to foreign operations are fully realizable.

35

Revenue

Revenue excluding reimbursable expenses increased $16,385 or 17.8% to $108,413 for the three months ended September 30, 2012, compared to $92,028 for the three months ended September 30, 2011. The increase in revenue resulted from an increase in revenue from each of our segments, as summarized in the following table:

	Three Months Ended
	September 30, 2012		September 30, 2011		Dollar Change			Percent Change
Financial Advisory
Valuation Advisory	$	33,895	$	33,887	$	8		—	%
Tax Services	11,008		9,572		1,436			15.0	%
Dispute & Legal Management Consulting	22,708		18,319		4,389			24.0	%
	67,611		61,778		5,833			9.4	%
Alternative Asset Advisory
Portfolio Valuation	6,417		6,730		(313		)	(4.7	)%
Complex Asset Solutions	6,270		3,998		2,272			56.8	%
Due Diligence	2,516		2,643		(127		)	(4.8	)%
	15,203		13,371		1,832			13.7	%
Investment Banking
M&A Advisory(a)	8,145		5,741		2,404			41.9	%
Transaction Opinions	5,957		7,466		(1,509		)	(20.2	)%
Global Restructuring Advisory(b)	11,497		3,672		7,825			213.1	%
	25,599		16,879		8,720			51.7	%
Total Revenue (excluding reimbursables)	$	108,413	$	92,028	$	16,385		17.8	%

_______________
(a)	For the three months ended September 30, 2012, M&A Advisory includes $2,580 of revenue from our acquisition of Pagemill Partners (effective December 30, 2011).
(b)	For the three months ended September 30, 2012, Global Restructuring Advisory includes $7,457 of revenue from our acquisition of MCR (effective October 31, 2011) and $1,855 from the Toronto-based financial restructuring practice of RSM Richter (effective December 12, 2011).

Our Financial Advisory segment benefited from higher revenue from Dispute & Legal Management Consulting and Tax Services. Revenue from Dispute & Legal Management Consulting increased primarily from demand to support financial services and intellectual property related litigation activity. This demand is also driven by a notable increase in corporate spending to support commercial litigation. The increase in revenue from Tax Services primarily resulted from the timing of contingency fees earned. Revenue from Valuation Advisory was relatively unchanged. Increases in revenue from fixed asset, legal entity and non-transaction related valuations were partially offset by a decrease in revenue from valuations for purchase price allocations.

Our Alternative Asset Advisory segment benefited primarily from an increase in revenue from our Complex Asset Solutions business unit as a result of support for dispute-related financial services engagements given the specialized capabilities of this business unit.

Our Investment Banking segment benefited from higher revenue from Global Restructuring Advisory and M&A Advisory, partially offset by a decrease in revenue from Transaction Opinions. The increase in revenue from Global Restructuring Advisory primarily resulted from our acquisitions of MCR and the Toronto-based restructuring practice of RSM Richter, partially offset by a decrease in revenue from our domestic restructuring business as a result of the decline in global restructuring markets. The increase in revenue from M&A Advisory primarily resulted from our acquisition of Pagemill. Revenue from our Transaction Opinions business decreased primarily as a result of an increase in the number of opinions issued at a lower average value per opinion.

36

Our client service headcount increased to 1,074 client service professionals at September 30, 2012, compared to 993 client service professionals at December 31, 2011. In addition, we had 193 client service managing directors at September 30, 2012, compared to 192 at December 31, 2011.

Direct Client Service Costs

Direct client service costs increased $11,953 or 21.6% to $67,344 for the three months ended September 30, 2012, compared to $55,391 for the three months ended September 30, 2011. Direct client service costs include compensation and benefits for client service employees, fees payable to contractors and other expenses related to the execution of engagements.

The following table adjusts direct client service costs for equity-based compensation associated with Legacy Units and IPO Options, acquisition retention expenses and reimbursable expenses:

	Three Months Ended
	September 30, 2012			September 30, 2011
Revenue (excluding reimbursables)	$	108,413		$	92,028
Total direct client service costs	$	67,344		$	55,391
Less:  equity-based compensation associated with Legacy Units and IPO Options	—			419
Less:  acquisition retention expenses	(2,020		)	(221		)
Less:  reimbursable expenses	(3,364		)	(2,415		)
Direct client service costs, as adjusted	$	61,960		$	53,174
Direct client service costs, as adjusted, as a percentage of revenue	57.2		%	57.8		%

Direct client service costs, as adjusted, increased between periods primarily as the result of higher compensation from an increase in headcount between periods primarily from our acquisitions. Overall, our compensation margins improved slightly as compared to the corresponding prior year quarter.

The increase in acquisition retention expenses resulted from our acquisitions and includes expense associated with equity or cash-based retention incentives to certain individuals who became employees of the Company through acquisitions. Equity-based incentives are typically subject to certain annual or cliff vesting provisions over three years contingent upon certain conditions which include employment. Cash-based incentives are generally subject to certain annual or cliff vesting provisions up to four years contingent upon certain conditions which may include employment. These incentives may be in addition to future grants or cash bonuses awarded as a component of ongoing incentive compensation.

37

Operating Expenses

Operating expenses increased $4,113 or 13.7% to $34,028 for the three months ended September 30, 2012, compared to $29,915 for the three months ended September 30, 2011. The following table adjusts operating expenses for equity-based compensation associated with Legacy Units and IPO Options, depreciation and amortization, restructuring charges and transaction and integration costs:

	Three Months Ended
	September 30, 2012			September 30, 2011
Revenue (excluding reimbursables)	$	108,413		$	92,028
Total operating expenses	$	34,028		$	29,915
Less:  equity-based compensation associated with Legacy Units and IPO Options	—			(187		)
Less:  depreciation and amortization	(4,765		)	(2,878		)
Less: restructuring charges	(406		)	(3,091		)
Less:  transaction and integration costs	(35		)	(335		)
Operating expenses, as adjusted	$	28,822		$	23,424
Operating expenses, as adjusted, as a percentage of revenue	26.6		%	25.5		%

Operating expenses, as adjusted, increased between periods primarily as the result of higher operating costs primarily from our acquisitions as well as real estate initiatives for new offices due to the expiration of existing leases and consolidation of existing space.

The increase in depreciation and amortization primarily resulted from (i) technology spend related to investments to enhance our platform for our tax business and upgrades of existing computer systems and (ii) real estate build outs due to the expiration of office leases and the consolidation of certain offices from acquisitions.

In June 2011, the Company identified opportunities for cost savings through office consolidations of underutilized space and workforce reductions of non-client service professionals. In March 2012, the Company identified opportunities for cost savings through the elimination of our M&A Advisory practice in France and certain Investment Banking positions in France. The Company incurred restructuring charges of $406 during the three months ended September 30, 2012 for changes in estimates of original assumptions related to office consolidations at our Los Angeles location which we have been unsuccessful in subletting due to the short-term nature of the remaining lease term.

Transaction and integration costs increased between periods as a result of acquisitions consummated during the prior year and current year initiatives. These expenses include fees and charges associated with acquisitions and ongoing corporate development initiatives and primarily comprise of (i) gains or losses resulting from the recalculation of contingent consideration, (ii) professional fees from legal, accounting, investment banking and other services, (ii) integration costs principally related to marketing, information technology, finance and real estate that are incremental in nature, (iv) foreign currency gains or losses from the translation of acquisition-related intercompany loans and (v) other charges such as regulatory filing fees and travel and entertainment expenses that are incremental in nature.

Interest Expense

The increase in interest expense resulted from draws against our revolving line of credit.

Provision for Income Taxes

The provision for income taxes was $3,953 or 38.9% of income before income taxes for the three months ended September 30, 2012, compared to $2,655 or 29.2% of income before income taxes for the three months ended September 30, 2011. The U.S. statutory income tax rate of 35% plus state and local statutory rates were impacted due to the fact that D&P Acquisitions, LLC and many of its subsidiaries operate as limited liability companies or other flow-through entities which are not subject to federal income tax.  This operating structure results in a rate benefit because a portion of the Company's earnings are not subject to corporate level taxes.  This favorable impact is partially offset by an increase due to state and local taxes, the effect of

38

permanent differences and foreign taxes. The increase in the effective tax rate between periods primarily resulted from the increase in Duff & Phelps Corporations ownership of D&P Acquisitions, LLC.

Net Income Attributable to the Noncontrolling Interest

Net income attributable to the noncontrolling interest represents the portion of net income or loss before income taxes attributable to the ownership interest in D&P Acquisitions held by the existing unitholders to the extent the book value of their interest in D&P Acquisitions is greater than zero. This interest totaled 5.0% and 25.8% for the three months ended September 30, 2012 and 2011, respectively.

39

Segment Results—Three months ended September 30, 2012 versus three months ended September 30, 2011

The following table sets forth selected segment operating results:

Results of Operations by Segment
	Three Months Ended
	September 30, 2012			September 30, 2011			Unit Change			Percent Change
Financial Advisory
Revenue (excluding reimbursables)	$	67,611		$	61,778		$	5,833		9.4	%
Segment operating income	$	14,056		$	10,995		$	3,061		27.8	%
Segment operating income margin	20.8		%	17.8		%	3.0		%
Alternative Asset Advisory
Revenue (excluding reimbursables)	$	15,203		$	13,371		$	1,832		13.7	%
Segment operating income	$	4,120		$	2,821		$	1,299		46.0	%
Segment operating income margin	27.1		%	21.1		%	6.0		%
Investment Banking
Revenue (excluding reimbursables)	$	25,599		$	16,879		$	8,720		51.7	%
Segment operating income/(loss)	$	(545	)	$	1,614		$	(2,159	)	(133.8	)%
Segment operating income/(loss) margin	(2.1		)%	9.6		%	(11.7		)%
Totals
Revenue (excluding reimbursables)	$	108,413		$	92,028
Segment operating income	$	17,631		$	15,430
Net client reimbursable expenses	(65		)	(20		)
Equity-based compensation from Legacy Units and IPO Options	—			232
Depreciation and amortization	(4,765		)	(2,878		)
Acquisition retention expenses	(2,020		)	(221		)
Restructuring charges	(406		)	(3,091		)
Transaction and integration costs	(35		)	(335		)
Operating income	$	10,340		$	9,117
Average Client Service Professionals
Financial Advisory	646			576			70			12.2	%
Alternative Asset Advisory	106			98			8			8.2	%
Investment Banking	310			147			163			110.9	%
Total	1,062			821			241			29.4	%
End of Period Client Service Professionals
Financial Advisory	657			580			77			13.3	%
Alternative Asset Advisory	106			100			6			6.0	%
Investment Banking	311			149			162			108.7	%
Total	1,074			829			245			29.6	%
Revenue per Client Service Professional
Financial Advisory	$	105		$	107		$	(2	)	(1.9	)%
Alternative Asset Advisory	$	143		$	136		$	7		5.1	%
Investment Banking	$	83		$	115		$	(32	)	(27.8	)%
Total	$	102		$	112		$	(10	)	(8.9	)%

40

Results of Operations by Segment – Continued
	Three Months Ended
	September 30, 2012			September 30, 2011			Unit  Change			Percent Change
Utilization(a)
Financial Advisory	70.3		%	71.2		%	(0.9		)%	(1.3	)%
Alternative Asset Advisory	62.1		%	58.6		%	3.5		%	6.0	%
Rate-Per-Hour(b)
Financial Advisory	$	344		$	338		$	6		1.8	%
Alternative Asset Advisory	$	504		$	501		$	3		0.6	%
Revenue (excluding reimbursables)
Financial Advisory	$	67,611		$	61,778		$	5,833		9.4	%
Alternative Asset Advisory	15,203			13,371			1,832			13.7	%
Investment Banking	25,599			16,879			8,720			51.7	%
Total	$	108,413		$	92,028		$	16,385		17.8	%
Average Managing Directors
Financial Advisory	96			91			5			5.5	%
Alternative Asset Advisory	24			25			(1		)	(4.0	)%
Investment Banking	73			48			25			52.1	%
Total	193			164			29			17.7	%
End of Period Managing Directors
Financial Advisory	96			90			6			6.7	%
Alternative Asset Advisory	24			25			(1		)	(4.0	)%
Investment Banking	73			50			23			46.0	%
Total	193			165			28			17.0	%
Revenue per Managing Director
Financial Advisory	$	704		$	679		$	25		3.7	%
Alternative Asset Advisory	$	633		$	535		$	98		18.3	%
Investment Banking	$	351		$	352		$	(1	)	(0.3	)%
Total	$	562		$	561		$	1		0.2	%

_______________
(a)	The utilization rate for any given period is calculated by dividing the number of hours incurred by client service professionals who worked on client assignments (including internal projects for the Company) during the period by the total available working hours for all of such client service professionals during the same period, assuming a 40 hour work week, less paid holidays and vacation days. Utilization excludes client service professionals associated with certain property tax services due to the nature of the work performed and client service professionals from certain acquisitions prior to their transition to the Company's financial system.
(b)	Average billing rate-per-hour is calculated by dividing revenue for the period by the number of hours worked on client assignments (including internal projects for the Company) during the same period. Financial Advisory revenue used to calculate rate-per-hour exclude revenue associated with certain property tax engagements. The average billing rate excludes certain hours from our acquisitions prior to their transition to the Company's financial system.

For segment reporting purposes, management uses certain estimates and assumptions to allocate revenue and expenses. Revenue and expenses attributable to reportable segments are generally based on which segment and product line a client service professional is a dedicated member. As a result, revenue recognized that relate to the cross utilization of client service professionals across reportable segments occur each period depending on the expertise required for each engagement. In particular, the Financial Advisory segment (primarily Valuation Advisory services) recognized revenue of $2,484 and $3,015 from the cross utilization of its client service professionals on engagements from the Alternative Asset Advisory segment (primarily Portfolio Valuation services) in the three months ended September 30, 2012 and 2011, respectively.

41

Financial Advisory

Revenue

Revenue from the Financial Advisory segment increased $5,833 or 9.4% to $67,611 for the three months ended September 30, 2012, compared to $61,778 for the three months ended September 30, 2011, as summarized in the following table:

	Three Months Ended
	September 30, 2012		September 30, 2011		Dollar Change		Percent Change
Financial Advisory
Valuation Advisory	$	33,895	$	33,887	$	8	—	%
Tax Services	11,008		9,572		1,436		15.0	%
Dispute & Legal Management Consulting	22,708		18,319		4,389		24.0	%
	$	67,611	$	61,778	$	5,833	9.4	%

Our Financial Advisory segment benefited from higher revenue from Dispute & Legal Management Consulting and Tax Services. Revenue from Dispute & Legal Management Consulting increased primarily from demand to support financial services and intellectual property related litigation activity. This demand is also driven by a notable increase in corporate spending to support commercial litigation.

The increase in revenue from Tax Services primarily resulted from the timing of contingency fees earned.

Revenue from Valuation Advisory was relatively unchanged. Increases in revenue from fixed asset, legal entity and non-transaction related valuations were partially offset by a decrease in revenue from valuations for purchase price allocations.

Segment Operating Income

Financial Advisory segment operating income increased $3,061 or 27.8% to $14,056 for the three months ended September 30, 2012, compared to $10,995 for the three months ended September 30, 2011. Segment operating income margin, defined as segment operating income expressed as a percentage of segment revenue, was 20.8% for the three months ended September 30, 2012, compared to 17.8% for the three months ended September 30, 2011. Segment operating income increased primarily as a result of higher revenue and a lower percentage of allocated costs, partially offset by higher direct compensation costs from an increase in average headcount between periods.

42

Alternative Asset Advisory

Revenue

Revenue from the Alternative Asset Advisory segment increased $1,832 or 13.7% to $15,203 for the three months ended September 30, 2012, compared to $13,371 for the three months ended September 30, 2011, as summarized in the following table:

	Three Months Ended
	September 30, 2012		September 30, 2011		Dollar Change			Percent Change
Alternative Asset Advisory
Portfolio Valuation	$	6,417	$	6,730	$	(313	)	(4.7	)%
Complex Asset Solutions	6,270		3,998		2,272			56.8	%
Due Diligence	2,516		2,643		(127		)	(4.8	)%
	$	15,203	$	13,371	$	1,832		13.7	%

Our Alternative Asset Advisory segment benefited primarily from an increase in revenue from our Complex Asset Solutions business unit as a result of support for dispute-related financial services engagements given the specialized capabilities of this business unit.

Segment Operating Income

Operating income from the Alternative Asset Advisory segment increased $1,299 or 46.0% to $4,120 for the three months ended September 30, 2012, compared to $2,821 for the three months ended September 30, 2011. Segment operating income margin was 27.1% for the three months ended September 30, 2012, compared to 21.1% for the three months ended September 30, 2011. Segment operating income increased primarily as a result of higher revenue and a lower percentage of allocated costs, partially offset by higher direct compensation costs from an increase in average headcount between periods.

43

Investment Banking

Revenue

Revenue from the Investment Banking segment increased $8,720 or 51.7% to $25,599 for the three months ended September 30, 2012, compared to $16,879 for the three months ended September 30, 2011, as summarized in the following table:

	Three Months Ended
	September 30, 2012		September 30, 2011		Dollar Change			Percent Change
Investment Banking
M&A Advisory(a)	$	8,145	$	5,741	$	2,404		41.9	%
Transaction Opinions	5,957		7,466		(1,509		)	(20.2	)%
Global Restructuring Advisory(b)	11,497		3,672		7,825			213.1	%
	$	25,599	$	16,879	$	8,720		51.7	%

_______________
(a)	For the three months ended September 30, 2012, M&A Advisory includes $2,580 of revenue from our acquisition of Pagemill Partners (effective December 30, 2011).
(b)	For the three months ended September 30, 2012, Global Restructuring Advisory includes $7,457 of revenue from our acquisition of MCR (effective October 31, 2011) and $1,855 from the Toronto-based financial restructuring practice of RSM Richter (effective December 12, 2011).

Our Investment Banking segment benefited from higher revenue from Global Restructuring Advisory and M&A Advisory, partially offset by a decrease in revenue from Transaction Opinions. The increase in revenue from Global Restructuring Advisory primarily resulted from our acquisitions of MCR and the Toronto-based restructuring practice of RSM Richter, partially offset by a decrease in revenue from our domestic restructuring business as a result of the decline in global restructuring markets.

The increase in revenue from M&A Advisory primarily resulted from our acquisition of Pagemill.

Revenue from our Transaction Opinions business decreased primarily as a result of an increase in the number of opinions issued at a lower average value per opinion.

Segment Operating Income

Operating income from the Investment Banking segment decreased $2,159 or 133.8% to a loss of $545 for the three months ended September 30, 2012, compared to a profit of $1,614 for the three months ended September 30, 2011. Operating income margin was a negative 2.1% for the three months ended September 30, 2012, compared to a positive 9.6% for the three months ended September 30, 2011. The decrease in segment operating income primarily resulted from higher direct compensation costs and a higher percentage of allocated costs, both from an increase in average headcount primarily from acquisitions, partially offset by an increase in revenue.

44

Nine months endedSeptember 30, 2012 versus nine months endedSeptember 30, 2011

The results of operations are summarized as follows:

	Nine Months Ended
	September 30, 2012			September 30, 2011			Unit Change			Percent Change
Revenue	$	329,247		$	264,960		$	64,287		24.3	%
Reimbursable expenses	10,319			7,361			2,958			40.2	%
Total revenue	339,566			272,321			67,245			24.7	%
Direct client service costs
Compensation and benefits	179,019			146,672			32,347			22.1	%
Other direct client service costs	8,643			4,959			3,684			74.3	%
Acquisition retention expenses	6,507			600			5,907			984.5	%
Reimbursable expenses	10,373			7,484			2,889			38.6	%
	204,542			159,715			44,827			28.1	%
Operating expenses
Selling, general and administrative	84,877			72,915			11,962			16.4	%
Depreciation and amortization	13,010			7,934			5,076			64.0	%
Restructuring charges	1,824			3,995			(2,171		)	(54.3	)%
Transaction and integration costs	1,914			801			1,113			139.0	%
	101,625			85,645			15,980			18.7	%
Operating income	33,399			26,961			6,438			23.9	%
Other expense/(income), net
Interest income	(37		)	(69		)	32			46.4	%
Interest expense	492			178			314			176.4	%
Other expense	906			3			903			30,100.0	%
	1,361			112			1,249			1,115.2	%
Income before income taxes	32,038			26,849			5,189			19.3	%
Provision for income taxes	12,392			8,275			4,117			49.8	%
Net income	19,646			18,574			1,072			5.8	%
Less:  Net income attributable to noncontrolling interest	3,447			7,005			(3,558		)	(50.8	)%
Net income attributable to Duff & Phelps Corporation	$	16,199		$	11,569		$	4,630		40.0	%
Other financial and operating data
Adjusted EBITDA(a)	$	56,676		$	40,532		$	16,144		39.8	%
Adjusted EBITDA(a) as a percentage of revenue	17.2		%	15.3		%	1.9		%	12.4	%
Adjusted Pro Forma Net Income(a)	$	25,865		$	19,297		$	6,568		34.0	%
Adjusted Pro Forma Net Income per fully exchanged, fully diluted share outstanding(a)	$	0.66		$	0.50		$	0.16		32.0	%
End of period managing directors	193			165			28			17.0	%
End of period client service professionals	1,074			829			245			29.6	%

45

__________________________

(a) Adjusted EBITDA, Adjusted Pro Forma Net Income, and Adjusted Pro Forma Net Income per share are non-GAAP financial measures. We believe these measures provide a relevant and useful alternative measure of our ongoing profitability and performance. We believe the Adjusted EBITDA, Adjusted Pro Forma Net Income, and Adjusted Pro Forma Net Income per share, in addition to GAAP financial measures, provide a relevant and useful benchmark for investors, in order to assess our financial performance, ongoing operating results and comparability to other companies in our industry. These measures are utilized by our senior management to evaluate our overall performance.

We define Adjusted EBITDA as operating income before depreciation and amortization, equity-based compensation originating prior to our IPO and associated with grants of ownership units of D&P Acquisitions and stock options granted in conjunction with our IPO and other items which are generally not part of our ongoing operations, including but not limited to restructuring charges and acquisition related expenses. We define Adjusted Pro Forma Net Income as net income before equity compensation associated with grants of ownership units of D&P Acquisitions and stock options granted in conjunction with our IPO, and certain items which are generally not part of our ongoing operations, including but not limited to restructuring charges and acquisition related expenses, less pro forma corporate income tax applied at an assumed effective corporate tax rate. Adjusted Pro Forma Net Income per share consists of Adjusted Pro Forma Net Income divided by the fully dilutive weighted average number of the Company's Class A and Class B shares for the applicable period. These measures are reconciled in the tables below.

Adjusted EBITDA, Adjusted Pro Forma Net Income and Adjusted Pro Forma Net Income per share are non-GAAP financial measures which are not prepared in accordance with, and should not be considered a substitute for or superior to measurements required by GAAP. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. In addition, these non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies.

Reconciliation of Adjusted EBITDA
	Nine Months Ended
	September 30, 2012		September 30, 2011
Net income attributable to Duff & Phelps Corporation	$	16,199	$	11,569
Net income attributable to noncontrolling interest	3,447		7,005
Provision for income taxes	12,392		8,275
Other expense/(income), net	1,361		112
Operating income	33,399		26,961
Depreciation and amortization	13,010		7,934
Equity-based compensation associated with Legacy Units and IPO Options(1)	22		241
Acquisition retention expenses	6,507		600
Restructuring charges	1,824		3,995
Transaction and integration costs	1,914		801
Adjusted EBITDA	$	56,676	$	40,532

46

Reconciliation of Adjusted Pro Forma Net Income
	Nine Months Ended
	September 30, 2012			September 30, 2011
Net income attributable to Duff & Phelps Corporation	$	16,199		$	11,569
Net income attributable to noncontrolling interest	3,447			7,005
Equity-based compensation associated with Legacy Units and IPO Options(1)	22			241
Acquisition retention expenses	6,507			600
Restructuring charges	1,824			3,995
Transaction and integration costs	1,914			801
Loss from the write off of an investment(2)	376			—
Adjustment to provision for income taxes(3)	(4,424		)	(4,914		)
Adjusted Pro Forma Net Income, as defined	$	25,865		$	19,297
Fully diluted weighted average shares of Class A common stock	33,718			27,834
Weighted average New Class A Units outstanding	5,294			10,962
Pro forma fully exchanged, fully diluted shares outstanding	39,012			38,796
Adjusted Pro Forma Net Income per fully exchanged, fully diluted share outstanding	$	0.66		$	0.50

_______________
(1)	Represents elimination of equity-compensation expense from Legacy Units associated with ownership units of D&P Acquisitions ("Legacy Units") and stock options granted in conjunction with our IPO ("IPO Options"). See further detail in the notes to the condensed consolidated financial statements.
(2)	Reflects the write off of a minority investment. The charge is reflected in "Other expense" on the Company's Condensed Consolidated Statement of Operations.
(3)	Represents an adjustment to reflect an assumed annual effective corporate tax rate of approximately 39.4% and 40.6% as applied to the nine months ended September 30, 2012 and 2011, respectively, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state, local and/or foreign jurisdiction. Assumes (i) full exchange of existing unitholders' partnership units and Class B common stock of the Company into Class A common stock of the Company, (ii) the Company has adopted a conventional corporate tax structure and is taxed as a C Corporation in the U.S. at prevailing corporate rates and (iii) all deferred tax assets related to foreign operations are fully realizable.

47

Revenue

Revenue excluding reimbursable expenses increased $64,287 or 24.3% to $329,247 for the nine months endedSeptember 30, 2012, compared to $264,960 for the nine months endedSeptember 30, 2011. The increase in revenue resulted from an increase in revenue from each of our segments, as summarized in the following table:

	Nine Months Ended
	September 30, 2012		September 30, 2011		Dollar Change			Percent Change
Financial Advisory
Valuation Advisory	$	106,995	$	104,105	$	2,890		2.8	%
Tax Services(a)	29,531		32,247		(2,716		)	(8.4	)%
Dispute & Legal Management Consulting	57,362		44,760		12,602			28.2	%
	193,888		181,112		12,776			7.1	%
Alternative Asset Advisory
Portfolio Valuation	20,098		19,469		629			3.2	%
Complex Asset Solutions	15,222		13,444		1,778			13.2	%
Due Diligence	7,251		8,358		(1,107		)	(13.2	)%
	42,571		41,271		1,300			3.1	%
Investment Banking
M&A Advisory(b)	32,452		9,044		23,408			258.8	%
Transaction Opinions	20,870		22,963		(2,093		)	(9.1	)%
Global Restructuring Advisory(c)	39,466		10,570		28,896			273.4	%
	92,788		42,577		50,211			117.9	%
Total Revenue (excluding reimbursables)	$	329,247	$	264,960	$	64,287		24.3	%

_______________
(a)	For the nine months ended September 30, 2012, our acquisition of Growth Capital Partners (effective June 30, 2011) contributed $279 of incremental revenue to Tax Services.
(b)	For the nine months ended September 30, 2012, M&A Advisory includes $2,846 of incremental revenue from our acquisition of Growth Capital Partners (effective June 30, 2011) and $13,232 of revenue from our acquisition of Pagemill Partners (effective December 30, 2011).
(c)	For the nine months ended September 30, 2012, Global Restructuring Advisory includes $23,945 revenue from our acquisition of MCR (effective October 31, 2011) and $5,671 from the Toronto-based financial restructuring practice of RSM Richter (effective December 12, 2011).

Our Financial Advisory segment benefited from higher revenue from Dispute & Legal Management Consulting and Valuation Advisory, partially offset by a decrease in revenue from Tax Services. Revenue from Dispute & Legal Management Consulting increased primarily from demand to support financial services and intellectual property related litigation activity. This demand is also driven by a notable increase in corporate spending to support commercial litigation. Revenue from Valuation Advisory increased primarily as the result of demand for our core valuation expertise domestically. From a product perspective, revenue increased from fixed asset, real estate, legal entity and non-transaction related valuations, partially offset by a decrease in revenue from valuations for purchase price allocations. The decrease in revenue from Tax Services primarily resulted from a reduction of transfer pricing services.

Our Alternative Asset Advisory segment benefited from higher revenue from Portfolio Valuation and Complex Asset Solutions, partially offset by a decrease in revenue from Due Diligence. Portfolio Valuation primarily benefited from modest growth in new product offerings. Revenue from Complex Asset Solutions was higher as a result of support for dispute-related financial services engagements given the specialized capabilities of this business unit. Revenue from Due Diligence was lower as a result of an engagement in the corresponding prior year period that did not occur in the current year period.

Our Investment Banking segment benefited from higher revenue from Global Restructuring Advisory and M&A Advisory, partially offset by a decrease in revenue from Transaction Opinions. The increase in revenue from Global Restructuring Advisory primarily resulted from our acquisitions of MCR and the Toronto-based restructuring practice of RSM Richter,

48

partially offset by a decrease in revenue from our domestic restructuring business as a result of the decline in global restructuring markets. The increase in revenue from M&A Advisory primarily resulted from our acquisitions of Growth Capital Partners and Pagemill and more success fees in the remainder of the M&A Advisory business. The decrease in revenue from our Transaction Opinions business resulted from an increase in the number of opinions issued at a lower average value per opinion.

Our client service headcount increased to 1,074 client service professionals at September 30, 2012, compared to 993 client service professionals at December 31, 2011. In addition, we had 193 client service managing directors at September 30, 2012, compared to 192 at December 31, 2011.

Direct Client Service Costs

Direct client service costs increased $44,827 or 28.1% to $204,542 for the nine months endedSeptember 30, 2012, compared to $159,715 for the nine months endedSeptember 30, 2011. Direct client service costs include compensation and benefits for client service employees, fees payable to contractors and other expenses related to the execution of engagements.

The following table adjusts direct client service costs for equity-based compensation associated with Legacy Units and IPO Options, acquisition retention expenses and reimbursable expenses:

	Nine Months Ended
	September 30, 2012			September 30, 2011
Revenue (excluding reimbursables)	$	329,247		$	264,960
Total direct client service costs	$	204,542		$	159,715
Less:  equity-based compensation associated with Legacy Units and IPO Options	43			241
Less:  acquisition retention expenses	(6,507		)	(600		)
Less:  reimbursable expenses	(10,373		)	(7,484		)
Direct client service costs, as adjusted	$	187,705		$	151,872
Direct client service costs, as adjusted, as a percentage of revenue	57.0		%	57.3		%

Direct client service costs, as adjusted, increased between periods primarily as the result of higher compensation from an increase in headcount between periods primarily from our acquisitions. Overall, our compensation margins improved slightly as compared to the corresponding prior year period.

The increase in acquisition retention expenses resulted from our acquisitions and includes expense associated with equity or cash-based retention incentives to certain individuals who became employees of the Company through acquisitions. Equity-based incentives are typically subject to certain annual or cliff vesting provisions over three years contingent upon certain conditions which include employment. Cash-based incentives are generally subject to certain annual or cliff vesting provisions up to four years contingent upon certain conditions which may include employment. These incentives may be in addition to future grants or cash bonuses awarded as a component of ongoing incentive compensation.

49

Operating Expenses

Operating expenses increased $15,980 or 18.7% to $101,625 for the nine months endedSeptember 30, 2012, compared to $85,645 for the nine months endedSeptember 30, 2011. The following table adjusts operating expenses for equity-based compensation associated with Legacy Units and IPO Options, depreciation and amortization, restructuring charges and transaction and integration costs:

	Nine Months Ended
	September 30, 2012			September 30, 2011
Revenue (excluding reimbursables)	$	329,247		$	264,960
Total operating expenses	$	101,625		$	85,645
Less:  equity-based compensation associated with Legacy Units and IPO Options	(65		)	(482		)
Less:  depreciation and amortization	(13,010		)	(7,934		)
Less: restructuring charges	(1,824		)	(3,995		)
Less:  transaction and integration costs	(1,914		)	(801		)
Operating expenses, as adjusted	$	84,812		$	72,433
Operating expenses, as adjusted, as a percentage of revenue	25.8		%	27.3		%

Operating expenses, as adjusted, increased between periods primarily as the result of higher operating costs primarily from our acquisitions as well as real estate initiatives for new offices due to the expiration of existing leases and consolidation of existing space.

The increase in depreciation and amortization primarily resulted from (i) technology spend related to investments to enhance our platform for our tax business and upgrades of existing computer systems and (ii) real estate build outs due to the expiration of office leases and the consolidation of certain offices from acquisitions.

In June 2011, the Company identified opportunities for cost savings through office consolidations of underutilized space and workforce reductions of non-client service professionals. In March 2012, the Company identified opportunities for cost savings through the elimination of our M&A Advisory practice in France and certain Investment Banking positions in France. The Company incurred restructuring charges of $1,824 during the nine months ended September 30, 2012 for charges related to the March 2012 initiative and changes in estimates of original assumptions related to the June 2011 initiative primarily related to office consolidations at our Los Angeles location which we have been unsuccessful in subletting due to the short-term nature of the remaining lease term.

Transaction and integration costs increased between periods as a result of acquisitions consummated during the prior year and current year initiatives. These expenses include fees and charges associated with acquisitions and ongoing corporate development initiatives and primarily comprise of (i) gains or losses resulting from the recalculation of contingent consideration, (ii) professional fees from legal, accounting, investment banking and other services, (ii) integration costs principally related to marketing, information technology, finance and real estate that are incremental in nature, (iv) foreign currency gains or losses from the translation of acquisition-related intercompany loans and (v) other charges such as regulatory filing fees and travel and entertainment expenses that are incremental in nature.

Interest Expense

The increase in interest expense resulted from draws against our revolving line of credit.

Other Expense

Other income and expense include interest income, interest expense and other expense. The increase in other expense resulted in part from the $376 write off of a minority investment.

Provision for Income Taxes

50

The provision for income taxes was $12,392 or 38.7% of income before income taxes for the nine months endedSeptember 30, 2012, compared to $8,275 or 30.8% of income before income taxes for the nine months endedSeptember 30, 2011. The U.S. statutory income tax rate of 35% plus state and local statutory rates were impacted due to the fact that D&P Acquisitions, LLC and many of its subsidiaries operate as limited liability companies or other flow-through entities which are not subject to federal income tax.  This operating structure results in a rate benefit because a portion of the Company's earnings are not subject to corporate level taxes.  This favorable impact is partially offset by an increase due to state and local taxes, the effect of permanent differences and foreign taxes. The increase in the effective tax rate between periods primarily resulted from the increase in Duff & Phelps Corporations ownership of D&P Acquisitions, LLC.

Net Income Attributable to the Noncontrolling Interest

Net income attributable to the noncontrolling interest represents the portion of net income or loss before income taxes attributable to the ownership interest in D&P Acquisitions held by the existing unitholders to the extent the book value of their interest in D&P Acquisitions is greater than zero. This interest totaled 11.1% and 26.2% for the nine months endedSeptember 30, 2012 and 2011, respectively.

51

Segment Results—Nine months endedSeptember 30, 2012 versus nine months endedSeptember 30, 2011

The following table sets forth selected segment operating results:

Results of Operations by Segment
	Nine Months Ended
	September 30, 2012			September 30, 2011			Unit Change			Percent Change
Financial Advisory
Revenue (excluding reimbursables)	$	193,888		$	181,112		$	12,776		7.1	%
Segment operating income	$	37,660		$	30,364		$	7,296		24.0	%
Segment operating income margin	19.4		%	16.8		%	2.6		%
Alternative Asset Advisory
Revenue (excluding reimbursables)	$	42,571		$	41,271		$	1,300		3.1	%
Segment operating income	$	10,651		$	9,345		$	1,306		14.0	%
Segment operating income margin	25.0		%	22.6		%	2.4		%
Investment Banking
Revenue (excluding reimbursables)	$	92,788		$	42,577		$	50,211		117.9	%
Segment operating income	$	8,419		$	946		$	7,473		790.0	%
Segment operating income margin	9.1		%	2.2		%	6.9		%
Totals
Revenue (excluding reimbursables)	$	329,247		$	264,960
Segment operating income	$	56,730		$	40,655
Net client reimbursable expenses	(54		)	(123		)
Equity-based compensation from Legacy Units and IPO Options	(22		)	(241		)
Depreciation and amortization	(13,010		)	(7,934		)
Acquisition retention expenses	(6,507		)	(600		)
Restructuring charges	(1,824		)	(3,995		)
Transaction and integration costs	(1,914		)	(801		)
Operating income	$	33,399		$	26,961
Average Client Service Professionals
Financial Advisory	621			572			49			8.6	%
Alternative Asset Advisory	103			93			10			10.8	%
Investment Banking	303			136			167			122.8	%
Total	1,027			801			226			28.2	%
End of Period Client Service Professionals
Financial Advisory	657			580			77			13.3	%
Alternative Asset Advisory	106			100			6			6.0	%
Investment Banking	311			149			162			108.7	%
Total	1,074			829			245			29.6	%
Revenue per Client Service Professional
Financial Advisory	$	312		$	317		$	(5	)	(1.6	)%
Alternative Asset Advisory	$	413		$	444		$	(31	)	(7.0	)%
Investment Banking	$	306		$	313		$	(7	)	(2.2	)%
Total	$	321		$	331		$	(10	)	(3.0	)%

52

Results of Operations by Segment – Continued
	Nine Months Ended
	September 30, 2012			September 30, 2011			Unit  Change			Percent Change
Utilization(a)
Financial Advisory	72.2		%	71.3		%	0.9		%	1.3	%
Alternative Asset Advisory	59.4		%	60.6		%	(1.2		)%	(2.0	)%
Rate-Per-Hour(b)
Financial Advisory	$	334		$	338		$	(4	)	(1.2	)%
Alternative Asset Advisory	$	506		$	515		$	(9	)	(1.7	)%
Revenue (excluding reimbursables)
Financial Advisory	$	193,888		$	181,112		$	12,776		7.1	%
Alternative Asset Advisory	42,571			41,271			1,300			3.1	%
Investment Banking	92,788			42,577			50,211			117.9	%
Total	$	329,247		$	264,960		$	64,287		24.3	%
Average Managing Directors
Financial Advisory	94			92			2			2.2	%
Alternative Asset Advisory	23			25			(2		)	(8.0	)%
Investment Banking	74			43			31			72.1	%
Total	191			160			31			19.4	%
End of Period Managing Directors
Financial Advisory	96			90			6			6.7	%
Alternative Asset Advisory	24			25			(1		)	(4.0	)%
Investment Banking	73			50			23			46.0	%
Total	193			165			28			17.0	%
Revenue per Managing Director
Financial Advisory	$	2,063		$	1,969		$	94		4.8	%
Alternative Asset Advisory	$	1,851		$	1,651		$	200		12.1	%
Investment Banking	$	1,254		$	990		$	264		26.7	%
Total	$	1,724		$	1,656		$	68		4.1	%

_______________
(a)	The utilization rate for any given period is calculated by dividing the number of hours incurred by client service professionals who worked on client assignments (including internal projects for the Company) during the period by the total available working hours for all of such client service professionals during the same period, assuming a 40 hour work week, less paid holidays and vacation days. Utilization excludes client service professionals associated with certain property tax services due to the nature of the work performed and client service professionals from certain acquisitions prior to their transition to the Company's financial system.
(b)	Average billing rate-per-hour is calculated by dividing revenue for the period by the number of hours worked on client assignments (including internal projects for the Company) during the same period. Financial Advisory revenue used to calculate rate-per-hour exclude revenue associated with certain property tax engagements. The average billing rate excludes certain hours from our acquisitions prior to their transition to the Company's financial system.

For segment reporting purposes, management uses certain estimates and assumptions to allocate revenue and expenses. Revenue and expenses attributable to reportable segments are generally based on which segment and product line a client service professional is a dedicated member. As a result, revenue recognized that relate to the cross utilization of client service professionals across reportable segments occur each period depending on the expertise required for each engagement. In particular, the Financial Advisory segment (primarily Valuation Advisory services) recognized revenue of $7,963 and $9,073 from the cross utilization of its client service professionals on engagements from the Alternative Asset Advisory segment (primarily Portfolio Valuation services) in the nine months endedSeptember 30, 2012 and 2011, respectively.

53

Financial Advisory

Revenue

Revenue from the Financial Advisory segment increased $12,776 or 7.1% to $193,888 for the nine months endedSeptember 30, 2012, compared to $181,112 for the nine months endedSeptember 30, 2011, as summarized in the following table:

	Nine Months Ended
	September 30, 2012		September 30, 2011		Dollar Change			Percent Change
Financial Advisory
Valuation Advisory	$	106,995	$	104,105	$	2,890		2.8	%
Tax Services(a)	29,531		32,247		(2,716		)	(8.4	)%
Dispute & Legal Management Consulting	57,362		44,760		12,602			28.2	%
	$	193,888	$	181,112	$	12,776		7.1	%

_______________
(a)	For the nine months ended September 30, 2012, our acquisition of Growth Capital Partners (effective June 30, 2011) contributed $279 of incremental revenue to Tax Services.

Our Financial Advisory segment benefited from higher revenue from Dispute & Legal Management Consulting and Valuation Advisory, partially offset by a decrease in revenue from Tax Services. Revenue from Dispute & Legal Management Consulting increased primarily from demand to support financial services and intellectual property related litigation activity. This demand is also driven by a notable increase in corporate spending to support commercial litigation.

Revenue from Valuation Advisory increased primarily as the result of demand for our core valuation expertise domestically. From a product perspective, revenue increased from fixed asset, real estate, legal entity and non-transaction related valuations, partially offset by a decrease in revenue from valuations for purchase price allocations.

The decrease in revenue from Tax Services primarily resulted from a reduction of transfer pricing services.

Segment Operating Income

Financial Advisory segment operating income increased $7,296 or 24.0% to $37,660 for the nine months endedSeptember 30, 2012, compared to $30,364 for the nine months endedSeptember 30, 2011. Segment operating income margin, defined as segment operating income expressed as a percentage of segment revenue, was 19.4% for the nine months endedSeptember 30, 2012, compared to 16.8% for the nine months endedSeptember 30, 2011. Segment operating income increased primarily as a result of higher revenue and a lower percentage of allocated costs, partially offset by higher direct compensation costs from an increase in average headcount between periods.

54

Alternative Asset Advisory

Revenue

Revenue from the Alternative Asset Advisory segment increased $1,300 or 3.1% to $42,571 for the nine months endedSeptember 30, 2012, compared to $41,271 for the nine months endedSeptember 30, 2011, as summarized in the following table:

	Nine Months Ended
	September 30, 2012		September 30, 2011		Dollar Change			Percent Change
Alternative Asset Advisory
Portfolio Valuation	$	20,098	$	19,469	$	629		3.2	%
Complex Asset Solutions	15,222		13,444		1,778			13.2	%
Due Diligence	7,251		8,358		(1,107		)	(13.2	)%
	$	42,571	$	41,271	$	1,300		3.1	%

Our Alternative Asset Advisory segment benefited from higher revenue from Portfolio Valuation and Complex Asset Solutions, partially offset by a decrease in revenue from Due Diligence. Portfolio Valuation primarily benefited from modest growth in new product offerings.

Revenue from Complex Asset Solutions was higher as a result of support for dispute-related financial services engagements given the specialized capabilities of this business unit.

Revenue from Due Diligence was lower as a result of an engagement in the corresponding prior year period that did not occur in the current year period.

Segment Operating Income

Operating income from the Alternative Asset Advisory segment increased $1,306 or 14.0% to $10,651 for the nine months endedSeptember 30, 2012, compared to $9,345 for the nine months endedSeptember 30, 2011. Segment operating income margin was 25.0% for the nine months endedSeptember 30, 2012, compared to 22.6% for the nine months endedSeptember 30, 2011. Segment operating income increased primarily as a result of higher revenue and a lower percentage of allocated costs.

55

Investment Banking

Revenue

Revenue from the Investment Banking segment increased $50,211 or 117.9% to $92,788 for the nine months endedSeptember 30, 2012, compared to $42,577 for the nine months endedSeptember 30, 2011, as summarized in the following table:

	Nine Months Ended
	September 30, 2012		September 30, 2011		Dollar Change			Percent Change
Investment Banking
M&A Advisory(a)	$	32,452	$	9,044	$	23,408		258.8	%
Transaction Opinions	20,870		22,963		(2,093		)	(9.1	)%
Global Restructuring Advisory(b)	39,466		10,570		28,896			273.4	%
	$	92,788	$	42,577	$	50,211		117.9	%

_______________
(a)	For the nine months ended September 30, 2012, M&A Advisory includes $2,846 of incremental revenue from our acquisition of Growth Capital Partners (effective June 30, 2011) and $13,232 of revenue from our acquisition of Pagemill Partners (effective December 30, 2011).
(b)	For the nine months ended September 30, 2012, Global Restructuring Advisory includes $23,945 revenue from our acquisition of MCR (effective October 31, 2011) and $5,671 from the Toronto-based financial restructuring practice of RSM Richter (effective December 12, 2011).

Our Investment Banking segment benefited from higher revenue from Global Restructuring Advisory and M&A Advisory, partially offset by a decrease in revenue from Transaction Opinions. The increase in revenue from Global Restructuring Advisory primarily resulted from our acquisitions of MCR and the Toronto-based restructuring practice of RSM Richter, partially offset by a decrease in revenue from our domestic restructuring business as a result of the decline in global restructuring markets.

The increase in revenue from M&A Advisory primarily resulted from our acquisitions of Growth Capital Partners and Pagemill and more success fees in the remainder of the M&A Advisory business.

The decrease in revenue from our Transaction Opinions business resulted from an increase in the number of opinions issued at a lower average value per opinion.

Segment Operating Income

Operating income from the Investment Banking segment increased $7,473 or 790.0% to $8,419 for the nine months endedSeptember 30, 2012, compared to $946 for the nine months endedSeptember 30, 2011. Operating income margin was 9.1% for the nine months endedSeptember 30, 2012, compared to 2.2% for the nine months endedSeptember 30, 2011. The increase in segment operating income primarily resulted from higher revenue, partially offset by higher direct compensation costs and a higher percentage of allocated costs both from an increase in average headcount primarily from acquisitions.

56

Liquidity and Capital Resources

Our primary sources of liquidity are our existing cash balances and availability under our revolving credit facility. Our historical cash flows are primarily related to the timing of (i) cash receipt of revenue, (ii) payment of base compensation, benefits and operating expenses, (iii) payment of bonuses to employees, (iv) distributions and other payments to noncontrolling unitholders, (v) corporate tax payments by the Company, (vi) dividends to the extent declared by the board of directors, (vii) funding of our deferred compensation program, (viii) repurchases of Class A common stock, (ix) cash consideration for acquisitions and acquisition-related expenses and (x) capital expenditures.

Cash and cash equivalents increased by $7,851 to $46,837 at September 30, 2012, compared to $38,986 at December 31, 2011. The increase in cash primarily resulted from $46,588 provided by operating activities, partially offset by $22,836 used in investing activities and $16,035 used in financing activities.

Operating Activities

During the nine months endedSeptember 30, 2012, cash of $46,588 was provided by operating activities, compared to $14,545 in the corresponding prior year period. The increase of amounts provided by operating activities primarily resulted from changes in assets and liabilities using cash, including accounts receivable, unbilled services and accrued compensation and benefits.

Investing Activities

During the nine months endedSeptember 30, 2012, cash of $22,836 was used in investing activities, compared to $15,801 used in the corresponding prior year period. Investing activities during the current period included (i) purchases of property and equipment, (ii) cash consideration for acquisitions and acquisition-related working capital settlements and (iii) purchases of investments related to the Company's deferred compensation plan and other investments. The increase in purchases of property and equipment primarily resulted from (a) real estate build outs due to the expiration of office leases and the consolidation of certain offices from acquisitions and (b) technology spend related to investments to enhance our platform for our tax business and upgrades of existing computer systems.

Financing Activities

During the nine months endedSeptember 30, 2012, cash of $16,035 was used in financing activities, compared to $34,788 used in the corresponding prior year period. Significant financing activities are summarized as follows:

• Borrowings under and repayments of revolving line of credit—During the nine months endedSeptember 30, 2012, we borrowed $30,000 under our revolving line and repaid $12,500. The net proceeds were used to fund short-term working capital needs.

• Net proceeds from issuance of Class A common stock—In the three months ended March 31, 2012, the Company sold 3,707 shares of newly issued Class A common stock to an underwriter at a price of $13.38 per share for an aggregate amount of $49,606. The underwriter offered such shares to the public at a price of $13.75 per share for an aggregate amount of $50,978. Net cash proceeds from the transaction totaled $49,244.

• Redemption of noncontrolling unitholders—In conjunction with the proceeds from the sale of Class A common stock, cash on the balance sheet and borrowings under the revolving credit facility, the Company redeemed 4,407 New Class A Units of D&P Acquisitions, LLC ("D&P Acquisitions") held by certain executive officers and entities affiliated with Lovell Minnick and Vestar Capital Partners. D&P Acquisitions represented the predecessor entity prior to the Company's IPO and currently represents the primary operating subsidiary of the Company. Units were redeemed at a price of $13.38 per unit or an aggregate amount of $58,972. In connection with the redemption, a corresponding number of shares of Class B common stock were cancelled.

• Dividends—Cash dividends reflect the payment of quarterly cash dividends per share of our Class A common stock to holders of record. We increased the dividend from $0.08 to $0.09 in the first quarter of 2012.

• Repurchases of Class A common stock—In the nine months endedSeptember 30, 2012, repurchases of Class A common stock represents shares Class A common stock withheld to cover payroll tax withholdings related to the lapse

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of restrictions on restricted stock and to a lesser extent shares of Class A common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

• Distributions and other payments to noncontrolling unitholders—Distributions and other payments to noncontrolling unitholders are summarized as follows:

	Nine Months Ended
	September 30, 2012		September 30, 2011
Distributions for taxes	$	679	$	1,502
Other distributions	1,517		2,804
	$	2,196	$	4,306

Distributions for taxes

As a limited liability company, D&P Acquisitions does not incur significant federal or state and local taxes, as these taxes are primarily the obligations of the members of D&P Acquisitions. As authorized by the Third Amended and Restated LLC Agreement of D&P Acquisitions, D&P Acquisitions is required to distribute cash, generally, on a pro rata basis, to its members to the extent necessary to provide funds to pay the members' tax liabilities, if any, with respect to the earnings of D&P Acquisitions. The tax distribution rate has been set at 45% of each member's allocable share of taxable income of D&P Acquisitions. D&P Acquisitions is only required to make such distributions if cash is available for such purposes as determined by the Company. The Company expects cash will be available to make these distributions. Upon completion of its tax returns with respect to the prior year, D&P Acquisitions may make true-up distributions to its members, if cash is available for such purposes, with respect to actual taxable income for the prior year.

Other distributions

Concurrent with the payment of dividends to shareholders of Class A common stock, holders of New Class A Units receive a corresponding distribution per vested unit. These amounts will be treated as a reduction in basis of each member's ownership interests. Pursuant to the terms of the Third Amended and Restated LLC Agreement of D&P Acquisitions, a corresponding amount per unvested unit was deposited into a segregated account and will be distributed once a year with respect to units that vested during that year.  Any amounts related to unvested units that forfeit are returned to the Company.

Credit Facility

On July 15, 2009, Duff & Phelps, LLC entered into a credit agreement with Bank of America, N.A., as administrative agent and the lenders from time to time party thereto, as amended by (i) the first amendment to the credit agreement dated as of November 8, 2010, (ii) the second amendment to credit agreement dated as of February 23, 2011, (iii) the third amendment to credit agreement dated as of August 15, 2011 and (iv) the fourth amendment to credit agreement dated as of October 13, 2011 (collectively, the “Credit Agreement”). The Credit Agreement provides for a $75,000 senior secured revolving credit facility ("Credit Facility"), including a $10,000 sub-limit for the issuance of letters of credit.

The proceeds of the facility are permitted to be used for working capital, permitted acquisitions and general corporate purposes. The maturity date is October 13, 2016. Amounts borrowed may be voluntarily prepaid at any time without penalty or premium, subject to customary breakage costs. There was $17,500 outstanding under the Credit Facility as of September 30, 2012. As of September 30, 2012, the Company had $2,394 of outstanding letters of credit issued against the Credit Facility. These letters of credit were issued in connection with real estate leases.

Loans under the Credit Facility will, at the Company's option, bear interest on the principal amount outstanding at either (a) a rate equal to LIBOR, plus an applicable margin or (b) a base rate, plus an applicable margin. The applicable margin rate is based on the Company's most recent consolidated leverage ratio and ranges from 1.25% to 2.25% per annum for the LIBOR rate or 0.25% to 1.25% per annum for the base rate. In addition, the Company is required to pay an unused commitment fee on the actual daily amount of the unutilized portion of the commitments of the lenders at a rate ranging from 0.30% to 0.50% per annum, based on the Company's most recent consolidated leverage ratio. Based on the Company's consolidated leverage ratio at September 30, 2012, the Company qualifies for the 1.25% applicable margin for the LIBOR rate or 0.25% applicable margin for the base rate, and 0.30% for the unused commitment fee.

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The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among others, limitations on (a) the incurrence of liens, (b) the incurrence of indebtedness, (c) the ability to make dividends and distributions, as well as redeem and repurchase equity interests and (d) acquisitions, mergers, consolidations and sales of assets. In addition, the Credit Agreement contains financial covenants that do not permit (i) a total leverage ratio of greater than 3.00 to 1.00 until the quarter ending March 31, 2013; and 2.75 to 1.00 thereafter and (ii) a consolidated fixed charge coverage ratio of less than 1.15 to 1.00 beginning July 1, 2011 through and including June 30, 2012; 1.20 to 1.00 beginning July 1, 2012 through and including September 30, 2013; and 1.25 to 1.00 thereafter. The financial covenants are tested on the last day of each fiscal quarter based on the last four fiscal quarter periods. Management believes that the Company was in compliance with all of its covenants as of September 30, 2012.

The obligation of the Company to pay amounts outstanding under the Credit Facility may be accelerated upon the occurrence of an "Event of Default" as defined in the Credit Agreement. The Company's obligations under the Credit Agreement are guaranteed by D&P Acquisitions, and certain domestic subsidiaries of the Company (collectively, the "Guarantors"). The Credit Agreement is secured by a lien on substantially all of the personal property of the Company and each of the Guarantors.

Future Needs

Our primary financing need has been to fund our growth. Our growth strategy includes hiring additional revenue-generating client service professionals and expanding our service offerings through existing client service professionals, new hires or acquisitions of new businesses. We intend to fund such growth over the next twelve months with cash on-hand, funds generated from operations and borrowings under our revolving credit agreement. We believe these funds will be adequate to fund future growth.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risks at September 30, 2012 have not changed significantly from those discussed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) are effective, in all material respects, to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during our most recent fiscal quarter that has materially affected, or is likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business. As of the date of this filing, we are not a party to or threatened with any litigation or other legal proceeding that, in our opinion, could have a material adverse effect on our business, operating results or financial condition

Item 1A. Risk Factors.

There have been no material changes in the Company's risk factors since those published in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The following table summarizes repurchases of shares of the Company's Class A common stock during the three months ended September 30, 2012:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
July 1 through July 31, 2012	—	$	—	—	$	20,005
August 1 through August 31, 2012	130	13.11		130	18,300
September 1 through September 30, 2012	1	13.25		1	18,291
Total	131	$	13.11	131

On April 29, 2010, the Company announced that its Board of Directors had approved a stock repurchase program, authorizing the Company to repurchase in the aggregate up to $50,000 of its outstanding common stock. Purchases by the Company under this program are made from time to time at prevailing market prices in open market purchases. The purchases are typically funded from existing cash balances. Repurchased shares were retired and recorded as a reduction to additional paid-in capital. This program does not obligate the Company to acquire any particular amount of common stock. The timing, frequency and amount of repurchase activity will depend on a variety of factors such as levels of cash generation from operations, cash requirements for investment in the Company's business, current stock price, market conditions, compliance with financial covenants pursuant to our Credit Agreement, and other factors. The share repurchase program may be suspended, modified or discontinued at any time and has no set expiration date.

In addition, the Company withheld shares of our Class A common stock from holders of restricted stock awards to satisfy the holders' tax liabilities in connection with the lapse of restrictions on such shares. These shares were not part of a publicly announced repurchase program and were retired upon purchase.

Exchange of New Class A Units to Shares of Class A Common Stock

In connection with the closing of the IPO, we entered into an exchange agreement, dated as of October 3, 2007 (as amended, the “Exchange Agreement”), by and among us, D&P Acquisitions, and certain unitholders of D&P Acquisitions, through which we may issue shares of Class A common stock upon the exchange of the New Class A Units. Pursuant to the Exchange Agreement, in connection with any such exchange, a corresponding number of shares of our Class B common stock will be cancelled. Subject to the terms and notice requirements as set forth in an amendment to the Exchange Agreement, exchanges are scheduled to occur on March 5th, May 15th, August 15th and November 15th of each year.  

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In the three months ended September 30, 2012, 1,923 New Class A Units were exchanged for 1,923 shares of Class A common stock and 1,923 shares of Class B common stock were cancelled. We filed a registration statement in order to permit the resale of these shares from time to time, subject to certain blackouts and other restrictions. We received no other consideration in connection with these exchanges. The 1,923 units exchanged for shares of Class A common stock includes 1,878 New Class A Units exchanged for shares of Class A common stock by entities affiliated with Vestar Capital Partners. Vestar subsequently sold these shares to an underwriter in conjunction with a follow-on offering.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description
31.1		Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101‡		The following financial information from Duff & Phelps Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, furnished electronically herewith and formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2012, (ii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012, (iii) Condensed Consolidated Balance Sheets at June 30, 2012 and December 31, 2011, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and June 30, 2011, (v) Condensed Consolidated Statements of Stockholders' Equity for the six months ended June 30, 2012 and June 30, 2011, and (vi) the Notes to the Condensed Consolidated Financial Statements.
__________________
‡	In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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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 thereunto duly authorized.

		DUFF & PHELPS CORPORATION
		(Registrant)
Date:	October 25, 2012	/s/ Patrick M. Puzzuoli
		Patrick M. Puzzuoli
		Executive Vice President & Chief Financial Officer

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