10-Q

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, 2011

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 30,396,515 as of October 15, 2011. The number of shares outstanding of the registrant's Class B common stock, par value $0.0001 per share, was 10,810,717 as of October 15, 2011.

DUFF & PHELPS CORPORATION

AND SUBSIDIARIES

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	25
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	52
	Item 4. Controls and Procedures	52
Part II.	Other Information	53
	Item 1.Legal Proceedings	53
	Item 1A.Risk Factors	53
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 3.Defaults Upon Senior Securities	54
	Item 4. (Removed and Reserved)	54
	Item 5. Other Information	54
	Item 6. Exhibits	54
	Signatures	55

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Revenues	$	92,028		$	84,427		$	264,960		$	262,333
Reimbursable expenses	2,395			2,403			7,361			7,163
Total revenues	94,423			86,830			272,321			269,496
Direct client service costs
Compensation and benefits (includes $4,316 and $3,430 of equity-based compensation for the three months ended September 30, 2011 and 2010, respectively, and $13,381 and $11,362 for the nine months ended September 30, 2011 and 2010, respectively)	50,705			48,369			146,672			147,382
Other direct client service costs	2,050			1,342			4,959			5,211
Acquisition retention expenses (includes $221 and $600 of equity-based compensation for the three and nine months ended September 30, 2011, respectively)	221			—			600			—
Reimbursable expenses	2,415			2,330			7,484			7,223
	55,391			52,041			159,715			159,816
Operating expenses
Selling, general and administrative (includes $819 and $1,004 of equity-based compensation for the three months ended September 30, 2011 and 2010, respectively, and $3,111 and $4,462 for the nine months ended September 30, 2011 and 2010, respectively)	23,611			22,945			72,915			73,333
Depreciation and amortization	2,878			2,567			7,934			7,410
Restructuring charges (Note 10)	3,091			—			3,995			—
Merger and acquisition costs	335			76			801			397
Charge from impairment of certain intangible assets	—			—			—			674
	29,915			25,588			85,645			81,814
Operating income	9,117			9,201			26,961			27,866
Other expense/(income), net
Interest income	(14		)	(29		)	(69		)	(106		)
Interest expense	30			66			178			234
Other expense/(income)	10			(43		)	3			189
	26			(6		)	112			317
Income before income taxes	9,091			9,207			26,849			27,549
Provision for income taxes	2,655			2,010			8,275			8,166
Net income	6,436			7,197			18,574			19,383
Less: Net income attributable to noncontrolling interest	2,404			3,088			7,005			8,494
Net income attributable to Duff & Phelps Corporation	$	4,032		$	4,109		$	11,569		$	10,889
Weighted average shares of Class A common stock outstanding
Basic	26,945			24,873			27,050			24,972
Diluted	27,060			24,954			27,834			25,741
Net income per share attributable to stockholders of Class A common stock of Duff & Phelps Corporation (Note 4)
Basic	$	0.14		$	0.15		$	0.41		$	0.41
Diluted	$	0.14		$	0.15		$	0.40		$	0.40
Cash dividends declared per common share	$	0.08		$	0.06		$	0.24		$	0.17

See accompanying notes to the condensed consolidated financial statements.

1

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

	September 30, 2011		December 31, 2010
ASSETS
Current assets
Cash and cash equivalents	$	77,594	$	113,328
Accounts receivable (net of allowance for doubtful accounts of $1,745 and $1,347 at September 30, 2011 and December 31, 2010, respectively)	63,760		60,358
Unbilled services	38,462		23,101
Prepaid expenses and other current assets	6,716		7,479
Net deferred income taxes, current	2,467		2,555
Total current assets	188,999		206,821
Property and equipment (net of accumulated depreciation of $30,969 and $26,375 at September 30, 2011 and December 31, 2010, respectively)	32,276		29,250
Goodwill	146,650		139,170
Intangible assets (net of accumulated amortization of $23,959 and $20,656 at September 30, 2011 and December 31, 2010, respectively)	29,112		30,407
Other assets	4,360		2,638
Investments related to deferred compensation plan (Note 9)	22,598		23,151
Net deferred income taxes, non-current	113,087		116,789
Total non-current assets	348,083		341,405
Total assets	$	537,082	$	548,226
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	2,470	$	2,397
Accrued expenses	8,463		11,254
Accrued compensation and benefits	20,641		39,875
Liability related to deferred compensation plan, current portion (Note 9)	503		1,314
Deferred revenues	4,424		2,427
Other current liabilities	—		430
Due to noncontrolling unitholders, current portion	5,642		5,640
Total current liabilities	42,143		63,337
Liability related to deferred compensation plan, less current portion (Note 9)	21,851		21,764
Other long-term liabilities	19,714		16,676
Due to noncontrolling unitholders, less current portion	106,008		103,885
Total non-current liabilities	147,573		142,325
Total liabilities	189,716		205,662
Commitments and contingencies (Note 11)
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; 30,546 and 30,166 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively)	305		302
Class B common stock, par value $0.0001 per share (50,000 shares authorized; 10,811 and 11,151 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively)	1		1
Additional paid-in capital	234,185		232,644
Accumulated other comprehensive income	1,130		1,400
Retained earnings	21,053		16,923
Total stockholders' equity of Duff & Phelps Corporation	256,674		251,270
Noncontrolling interest	90,692		91,294
Total stockholders' equity	347,366		342,564
Total liabilities and stockholders' equity	$	537,082	$	548,226

See accompanying notes to the condensed consolidated financial statements.

2

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)    

(Unaudited)

	Nine Months Ended
	September 30, 2011			September 30, 2010
Cash flows from operating activities:
Net income	$	18,574		$	19,383
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,934			7,410
Equity-based compensation	17,092			15,824
Bad debt expense	1,920			1,141
Net deferred income taxes	5,919			4,741
Other	2,448			104
Changes in assets and liabilities providing/(using) cash:
Accounts receivable	(5,236		)	4,765
Unbilled services	(15,416		)	(4,544		)
Prepaid expenses and other current assets	1,777			(31		)
Other assets	2,453			(597		)
Accounts payable and accrued expenses	(4,674		)	(3,506		)
Accrued compensation and benefits	(18,201		)	(14,507		)
Deferred revenues	1,994			(113		)
Other liabilities	(1,172		)	395
Net cash provided by operating activities	15,412			30,465
Cash flows from investing activities:
Purchases of property and equipment	(6,410		)	(4,998		)
Business acquisitions, net of cash acquired	(5,891		)	(11,807		)
Purchases of investments	(3,500		)	(3,175		)
Net cash used in investing activities	(15,801		)	(19,980		)
Cash flows from financing activities:
Repurchases of Class A common stock	(24,114		)	(8,608		)
Dividends	(7,502		)	(5,480		)
Distributions and other payments to noncontrolling unitholders	(4,306		)	(4,828		)
Proceeds from exercises of IPO Options	267			82
Other	—			(3		)
Net cash used in financing activities	(35,655		)	(18,837		)
Effect of exchange rate on cash and cash equivalents	310			(161		)
Net decrease in cash and cash equivalents	(35,734		)	(8,513		)
Cash and cash equivalents at beginning of period	113,328			107,311
Cash and cash equivalents at end of period	$	77,594		$	98,798

See accompanying notes to the condensed consolidated financial statements.

3

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

AND COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

							Stockholders of Duff & Phelps Corporation
	Total Stockholders'			Comprehensive			Common Stock - Class A					Common Stock - Class B				Additional Paid-in			Accumulated Other Comprehensive			Retained			Noncontrolling
	Equity			Income			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
Net income for the nine months ended September 30, 2011	18,574			$	18,574		—		—			—		—		—			—			11,569			7,005
Currency translation adjustment	(307		)	(307		)	—		—			—		—		—			(209		)	—			(98		)
Amortization of post-retirement benefits, net of tax	(81		)	(81		)	—		—			—		—		—			(61		)	—			(20		)
Total comprehensive income	18,186			$	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 for exercises of IPO Options	113						7		—			—		—		83			—			—			30
Forfeitures	(2		)				(233	)	(2		)	(9	)	—		—			—			—			—
Equity-based compensation	17,422						—		—			—		—		12,930			—			—			4,492
Income tax windfall/(shortfall) 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.

4

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

AND COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

							Stockholders of Duff & Phelps Corporation
	Total Stockholders'			Comprehensive			Common Stock - Class A					Common Stock - Class B				Additional Paid-in			Accumulated Other Comprehensive			Retained			Noncontrolling
	Equity			Income			Shares		Dollars			Shares		Dollars		Capital			Income			Earnings			Interest
Balance as of December 31, 2009	$	313,757					27,290		$	273		12,974		$	1	$	207,210		$	693		$	6,709		$	98,871
Comprehensive income
Net income for the nine months ended September 30, 2010	19,383			$	19,383		—		—			—		—		—			—			10,889			8,494
Currency translation adjustment	(238		)	(238		)	—		—			—		—		—			(155		)	—			(83		)
Amortization of post-retirement benefits	39			39			—		—			—		—		—			26			—			13
Total comprehensive income	19,184			$	19,184		—		—			—		—		—			(129		)	10,889			8,424
Sale of Class A common stock	(3		)				—		—			—		—		(3		)	—			—			—
Issuance of Class A common stock for acquisitions	1,204						93		1			—		—		827			—			—			376
Exchange of New Class A Units	—						45		—			(45	)	—		—			—			—			—
Net issuance of restricted stock awards	(2,577		)				1,354		13			—		—		(1,777		)	—			—			(813		)
Adjustment to Tax Receivable Agreement as a result of the exchange of New Class A Units	62						—		—			—		—		62			—			—			—
Issuance for exercise of IPO Options	66						4		—			—		—		45			—			—			21
Forfeitures	(2		)				(222	)	(2		)	(31	)	—		—			—			—			—
Equity-based compensation	16,316						—		—			—		—		11,178			—			—			5,138
Income tax benefit on equity-based compensation	72						—		—			—		—		72			—			—			—
Distributions to noncontrolling unitholders	(5,480		)				—		—			—		—		(3,755		)	—			—			(1,725		)
Change in ownership interests between periods	—						—		—			—		—		4,113			—			—			(4,113		)
Deferred tax asset effective tax rate conversion	(1,411		)				—		—			—		—		(1,007		)	—			—			(404		)
Repurchases of Class A common stock pursuant to publicly announced program	(6,017		)				(444	)	(4		)	—		—		(4,131		)	—			—			(1,882		)
Dividends on Class A common stock	(4,778		)				—		—			—		—		—			—			(4,778		)	—
Balance as of September 30, 2010	$	330,393					28,120		$	281		12,898		$	1	$	212,834		$	564		$	12,820		$	103,893

See accompanying notes to the condensed consolidated financial statements.

5

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. Its mission is to help its clients protect, maximize and recover value by providing independent advice on issues involving highly technical and complex assessments in the areas of valuation, transactions, financial restructuring, disputes and taxation. The Company believes that the Duff & Phelps brand is associated with experienced professionals who give trusted guidance in a responsive manner. The Company serves a global client base through offices in 24 cities, comprised of offices in 17 U.S. cities, including New York, Chicago, Houston and Los Angeles, and seven international offices located in Amsterdam, London, Munich, Paris, Shanghai, Tokyo and Toronto.

Note 2. BASIS OF PRESENTATION

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, 2010 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.

Recent Accounting Pronouncements

Effective January 1, 2011, the Company adopted the Financial Accounting Standards Board's (“FASB”) Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. ASU 2009-13 supersedes certain guidance in FASB ASC 605-25, Revenue Recognition-Multiple-Element Arrangements and requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices (the relative-selling-price method). ASU 2009-13 eliminates the use of the residual method of allocation in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration, and requires the relative-selling-price method in all circumstances in which an entity recognizes revenue for an arrangement with multiple deliverable subject to ASU 2009-13. The adoption of ASU 2009-13 did not have a material effect on the Company's consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This update is the result of the work by the FASB and the International Accounting Standards Board ("IASB") to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards ("IFRSs"). The amendments in this update explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this update become effective during interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of ASU 2011-04 will have a material effect on its consolidated financial statements.

6

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This update revises 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. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of other comprehensive income ("OCI"). The ASU does not change the items that must be reported in OCI. The FASB's issuance of ASU 2011-05 represents another step toward its goal of convergence with IFRSs. The amendments in this update should be applied retrospectively and are effective for fiscal years and interim periods within those years beginning after December 15, 2011. The Company does not anticipate that the adoption of ASU 2011-05 will have a material effect on its consolidated financial statements.

In September 2011, the FASB issued 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 does not anticipate that the adoption of ASU 2011-08 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, 2010. 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, 2010. The financial data for the interim periods may not necessarily be indicative of results to be expected for the year.

7

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, 2010, 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 73.9% at September 30, 2011. The noncontrolling unitholders' interest in D&P Acquisitions totaled 26.1% at September 30, 2011.

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, 2010	30,166		11,151		41,317
Issuance of Class A common stock for acquisitions	224		—		224
Exchange to Class A common stock	331		(331	)	—
Net issuance of restricted stock awards	1,666		—		1,666
Issuance for exercises of IPO Options	7		—		7
Repurchases of Class A common stock pursuant to publicly announced program	(1,615	)	—		(1,615	)
Forfeitures	(233	)	(9	)	(242	)
As of September 30, 2011	30,546		10,811		41,357
Percent of total
December 31, 2010	73.0	%	27.0	%	100	%
September 30, 2011	73.9	%	26.1	%	100	%

8

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, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Income before income taxes	$	9,091		$	9,207		$	26,849		$	27,549
Less:  provision for income taxes for entities other than Duff & Phelps Corporation(a)(b)	243			618			(103		)	(712		)
Income before income taxes, as adjusted	9,334			9,825			26,746			26,837
Ownership percentage of noncontrolling interest(d)	25.8		%	31.4		%	26.2		%	31.7		%
Net income attributable to noncontrolling interest	2,404			3,088			7,005			8,494
Income before income taxes, as adjusted, attributable to Duff & Phelps Corporation	6,930			6,737			19,741			18,343
Less:  provision for income taxes of Duff & Phelps Corporation(a)(c)	(2,898		)	(2,628		)	(8,172		)	(7,454		)
Net income attributable to Duff & Phelps Corporation	$	4,032		$	4,109		$	11,569		$	10,889

________________________

^(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 $2,655 and $2,010 for the three months ended September 30, 2011 and 2010, respectively, and $8,275 and $8,166 for the nine months endedSeptember 30, 2011 and 2010, 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, 2011		September 30, 2010
Distributions for taxes	$	1,502	$	3,359
Other distributions	2,804		2,121
Payments pursuant to the Tax Receivable Agreement	—		—
	$	4,306	$	5,480

9

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, 2011, the Company recorded a liability of $111,650, 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 $5,642 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.

10

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.

11

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 4. 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-vesting 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-vesting restricted stock awards are not considered participating securities as the related dividends are forfeitable to the extent the performance conditions are not met.

12

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

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, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Basic and diluted net income per share:
Numerator
Net income available to holders of Class A common stock	$	4,032		$	4,109		$	11,569		$	10,889
Earnings allocated to participating securities	(205		)	(283		)	(514		)	(672		)
Earnings available for common stockholders	$	3,827		$	3,826		$	11,055		$	10,217
Denominator for basic net income per share of Class A common stock
Weighted average shares of Class A common stock	26,945			24,873			27,050			24,972
Denominator for diluted net income per share of Class A common stock
Weighted average shares of Class A common stock	26,945			24,873			27,050			24,972
Add dilutive effect of the following:
Restricted stock awards and units	115			81			784			769
Dilutive weighted average shares of Class A common stock	27,060			24,954			27,834			25,741
Basic income per share of Class A common stock	$	0.14		$	0.15		$	0.41		$	0.41
Diluted income per share of Class A common stock	$	0.14		$	0.15		$	0.40		$	0.40

Anti-dilution 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, 2011	September 30, 2010	September 30, 2011	September 30, 2010
Weighted average IPO Options outstanding	1,631	1,707	1,641	1,763

The potential dilutive effect of the Company's performance-vesting restricted stock awards and units were excluded from the calculation as the performance conditions had not been met as of the period ended September 30, 2011.

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, 2011	September 30, 2010	September 30, 2011	September 30, 2010
Weighted average New Class A Units outstanding	10,813	12,903	10,962	12,932

13

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 5. EQUITY-BASED COMPENSATION

For a detailed description of past equity-based compensation activity, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2010. There have been no significant changes in the Company's equity-based compensation accounting policies and assumptions from those that were disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Equity-based compensation with respect to (a) grants of 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, 2011								September 30, 2010
	Client Service			SG&A		Total			Client Service			SG&A		Total
Legacy Units(1)	$	(139	)	$	23	$	(116	)	$	(46	)	$	265	$	219
IPO Options(1)	(280		)	164		(116		)	(38		)	210		172
Ongoing RSAs	4,956			632		5,588			3,514			529		4,043
Total	$	4,537		$	819	$	5,356		$	3,430		$	1,004	$	4,434

	Nine Months Ended								Nine Months Ended
	September 30, 2011								September 30, 2010
	Client Service			SG&A		Total			Client Service		SG&A		Total
Legacy Units(1)	$	(239	)	$	210	$	(29	)	$	517	$	1,184	$	1,701
IPO Options	(2		)	272		270			633		634		1,267
Ongoing RSAs	14,222			2,629		16,851			10,212		2,644		12,856
Total	$	13,981		$	3,111	$	17,092		$	11,362	$	4,462	$	15,824

___________________

⁽¹⁾  The credit to expense is the result of the true-up of estimated to actual forfeitures upon the occurrence of vesting events during the period.

Legacy Units

The following table summarizes activity for New Class A Units attributable to equity-based compensation during the nine months endedSeptember 30, 2011:

	New Class A Units Attributable to Equity-Based Compensation
Balance as of December 31, 2010	1,530
Redeemed or exchanged	(331	)
Forfeited	(9	)
Balance as of September 30, 2011	1,190
Vested	1,095
Unvested	95

14

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

IPO Options

The following table summarizes option activity during the nine months endedSeptember 30, 2011:

	IPO Options			Weighted Average Grant Date Fair Value
Balance as of December 31, 2010	1,661			$	7.33
Exercised	(7		)	7.33
Forfeited	(28		)	7.33
Balance as of September 30, 2011	1,626			$	7.33
Vested	1,626
Unvested	—
Weighted average exercise price	$	16.00
Weighted average remaining contractual term	6.00
Total intrinsic value of exercised options	$	9
Total fair value of vested options	$	11,918
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-vesting restricted stock awards and units are granted as a form of incentive compensation and accounted for similarly. Performance-vesting 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-vesting 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, 2011, the Company issued 2,012 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 2,012 Ongoing RSAs granted, 205 awards are performance-vesting restricted stock awards or units and are subject to the vesting provisions described previously.

Of the 2,012 Ongoing RSAs granted, 140 restricted stock awards and 130 performance-vesting restricted stock awards were granted to executives on March 2, 2011 and March 11, 2011, respectively. For grants made to executives, the restrictions on transfer and forfeiture provisions on 65 of the restricted stock awards are eliminated annually over three years based on ratable vesting and the restrictions on 75 of the restricted stock awards lapse after three years. In addition, 30 restricted stock awards were granted to members of the board of directors on May 12, 2011. The restrictions on transfer and forfeiture provisions are eliminated annually over four years based on ratable vesting.

15

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, 2010	3,432		$	15.13	303		$	15.03
Granted	1,712		15.18		95		15.71
Converted to Class A common stock upon lapse of restrictions	(895	)	13.39		(88	)	12.84
Forfeited	(233	)	16.30		(17	)	15.70
Balance as of September 30, 2011	4,016		$	15.47	293		$	15.80
Vested	—				—
Unvested	4,016				293

	Performance- Vesting Restricted Stock Awards	Weighted Average Grant Date Fair Value		Performance- Vesting Restricted Stock Units	Weighted Average Grant Date Fair Value
Balance as of December 31, 2010	—	$	—	—	$	—
Granted	183	7.52		22	7.83
Balance as of September 30, 2011	183	$	7.52	22	$	7.83
Vested	—			—
Unvested	183			22

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 2% and 21% as of September 30, 2011 based on historical experience and future expectations.

The total unamortized compensation cost related to all non-vested awards was $30,148 at September 30, 2011. A tax benefit of $5,391 and $1,971 was recognized for IPO Options and Ongoing RSAs for the nine months endedSeptember 30, 2011 and 2010, respectively.

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, 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	$	—	$	22,598	$	—	$	22,598
Total assets	$	—	$	22,598	$	—	$	22,598
Benefits payable in conjunction with deferred compensation plan	$	—	$	22,354	$	—	$	22,354
Total liabilities	$	—	$	22,354	$	—	$	22,354

For comparative purposes, the following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:

	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	$	—	$	23,151	$	—	$	23,151
Total assets	$	—	$	23,151	$	—	$	23,151
Benefits payable in conjunction with deferred compensation plan	$	—	$	23,078	$	—	$	23,078
Total liabilities	$	—	$	23,078	$	—	$	23,078

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 9.

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

17

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”). As of September 30, 2011, the Credit Agreement provided for a $30,000 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 was originally July 15, 2012. Amounts borrowed may be voluntarily prepaid at any time without penalty or premium, subject to customary breakage costs.

On October 13, 2011, the Credit Agreement was amended in which (i) the commitments under the Credit Agreement were increased from $30,000 to $75,000 ("Amended Credit Facility"), (ii) the maturity date of the Credit Agreement was extended from July 15, 2012 to October 13, 2016, (iii) the pricing of the revolving loans was revised by adding two pricing levels and adjusting downward the applicable rate of interest and adjusting upward the applicable rate of unused fees and (iv) the financial covenants and the indebtedness covenant and certain definitions used therein were revised. The revised covenants and rates are applicable as of the quarter ended September 30, 2011.

There were no amounts outstanding under the Credit Facility at September 30, 2011 or through the filing date of this Quarterly Report on Form 10-Q. As of September 30, 2011, the Company had $4,110 of outstanding letters of credit of which $3,685 were issued against the Credit Facility. These letters of credit were issued in connection with real estate leases.

Loans under the Amended 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, 2011, 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 (a) 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 (b) 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, 2011.

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.

18

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 8. INCOME TAXES

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

	Three Months Ended						Nine Months Ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Provision for income taxes	$	2,655		$	2,010		$	8,275		$	8,166
Effective income tax rate	29.2		%	21.8		%	30.8		%	29.6		%

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, 2010	$	535
Additional based on tax positions related to the current year	84
Lapse of statute of limitations	(155		)
Additional based on tax positions related to prior years	12
Balance as of September 30, 2011	$	476

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 2008 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 2008.

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.

19

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 9. 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, 2010. 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.

Note 10. 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. As a result, the Company incurred restructuring charges of $3,091 and $3,995 during the three and nine months endedSeptember 30, 2011, respectively. These initiatives were substantially completed by September 30, 2011, except for $95 of additional severance and benefit charges expected to be incurred during the three months ended December 31, 2011. 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, 2010	$	—		$	—		$	—
Restructuring charges	3,436			559			3,995
Adjustments to deferred rent	624			—			624
Cash payments	(305		)	(362		)	(667		)
Balance as of September 30, 2011	$	3,755		$	197		$	3,952

Note 11. 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.

20

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 12. SEGMENT INFORMATION

The Company provides services through three segments: Financial Advisory, Alternative Asset Advisory (formerly Corporate Finance Consulting) and Investment Banking. Effective January 1, 2011, the Company renamed its Corporate Finance Consulting segment Alternative Asset Advisory to more appropriately define the services offered by this segment. In addition, our Alternative Asset Advisory segment previously included services associated with Strategic Value Advisory. This service line was primarily integrated into Financial Advisory. As a result, prior period results have been restated to reflect this change.

The Financial Advisory segment provides services associated with valuation advisory, tax, and dispute and legal management consulting. The Alternative Asset Advisory segment provides services related to portfolio valuation, complex asset solutions and due diligence. The Investment Banking segment provides merger and acquisition advisory services, transaction opinions and restructuring advisory services.

	Three Months Ended						Nine Months Ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Financial Advisory
Revenues (excluding reimbursables)	$	61,778		$	55,741		$	181,112		$	169,898
Segment operating income	$	10,995		$	6,568		$	30,364		$	22,205
Segment operating income margin	17.8		%	11.8		%	16.8		%	13.1		%
Alternative Asset Advisory
Revenues (excluding reimbursables)	$	13,371		$	10,008		$	41,271		$	32,222
Segment operating income	$	2,821		$	1,929		$	9,345		$	6,438
Segment operating income margin	21.1		%	19.3		%	22.6		%	20.0		%
Investment Banking
Revenues (excluding reimbursables)	$	16,879		$	18,678		$	42,577		$	60,213
Segment operating income	$	1,614		$	3,665		$	946		$	13,772
Segment operating income margin	9.6		%	19.6		%	2.2		%	22.9		%
Totals
Revenues (excluding reimbursables)	$	92,028		$	84,427		$	264,960		$	262,333
Segment operating income	$	15,430		$	12,162		$	40,655		$	42,415
Net client reimbursable expenses	(20		)	73			(123		)	(60		)
Equity-based compensation associated with Legacy Units and IPO Options	232			(391		)	(241		)	(2,968		)
Depreciation and amortization	(2,878		)	(2,567		)	(7,934		)	(7,410		)
Acquisition retention expenses	(221		)	—			(600		)	—
Restructuring charges	(3,091		)	—			(3,995		)	—
Merger and acquisition costs	(335		)	(76		)	(801		)	(397		)
Charge from realignment of senior management	—			—			—			(3,040		)
Charge from impairment of certain intangible assets	—			—			—			(674		)
Operating income	$	9,117		$	9,201		$	26,961		$	27,866

21

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, 2011		September 30, 2010		September 30, 2011		September 30, 2010
North America	$	85,630	$	77,331	$	243,734	$	233,248
Europe	5,508		6,226		18,172		26,308
Asia	890		870		3,054		2,777
Revenues (excluding reimbursables)	$	92,028	$	84,427	$	264,960	$	262,333

There was no intersegment revenues 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 revenues 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, revenues 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, 2011 and 2010, the Financial Advisory segment (primarily Valuation Advisory services) recognized revenues of $3,015 and $2,950 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, 2011 and 2010, the Financial Advisory segment (primarily Valuation Advisory services) recognized revenues of $9,073 and $7,142 from the cross utilization of its client service professionals on engagements from the Alternative Asset Advisory segment (primarily Portfolio Valuation services), respectively.

22

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 13. RELATED PARTY TRANSACTIONS

Lovell Minnick Partners

Entities affiliated with Lovell Minnick Partners are holders of Class B common stock and an equivalent number of New Class A Units. 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, 2011		September 30, 2010
Distributions for taxes	$	398	$	751
Other distributions	868		615
	$	1,266	$	1,366

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

An affiliate of Lovell Minnick Partners engaged the Company to provide certain consulting services in which the Company recorded $122 of revenues during the nine months endedSeptember 30, 2011.

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.

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

	Nine Months Ended
	September 30, 2011		September 30, 2010
Distributions for taxes	$	543	$	1,036
Other distributions	1,206		854
	$	1,749	$	1,890

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

23

DUFF & PHELPS CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(Unaudited)

Note 14. SUBSEQUENT EVENTS

Amendment to Credit Agreement

On October 13, 2011, as further detailed in "Note 7. Long-Term Debt," the Company entered into a fourth amendment to its Credit Agreement dated as of July 15, 2009 (as amended by (i) the First Amendment to Credit Agreement dated as of November 8, 2010, (ii) the Second Amendment to Credit Agreement dated as of February 23, 2011 and (iii) the Third Amendment to Credit Agreement dated as of August 15, 2011) (the “Credit Agreement”), with Bank of America, N.A., as administrative agent and the lenders from time to time party thereto.

Pursuant to the amendment, (i) the commitments under the Credit Agreement were increased from $30,000 to $75,000, (ii) the maturity date of the Credit Agreement was extended from July 15, 2012 to October 13, 2016, (iii) the pricing of the revolving loans was revised by adding two pricing levels and adjusting downward the applicable rate of interest and adjusting upward the applicable rate of unused fees and (iv) the financial covenants and the indebtedness covenant and certain definitions used therein were revised.

Acquisition of MCR

On October 31, 2011, the Company acquired substantially all of the assets of MCR and related entities, 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. MCR employs 123 client service professionals, including 19 partners and directors. MCR generated £21.1 million or $33.9 million of revenues excluding reimbursable expenses for its fiscal year ended June 30, 2011. MCR will be included within the Investment Banking segment.

Consideration comprises (a) $26,200 in cash paid at closing, (b) $8,000 in shares of the Company's Class A common stock issued at closing and (c) up to £4,625 of consideration contingent upon certain revenue and gross margin thresholds to be achieved in equal installments on the first and second anniversary dates of the closing dependent upon actual results. The cash paid at closing was funded from existing balances.

As a result of the proximity between the closing of this transaction and the filing of this Quarterly Report on Form 10-Q, the initial accounting has not yet been completed and supplemental pro forma information will be provided in forthcoming filings.

Declaration of Quarterly Dividend

On November 1, 2011, the Company announced that its board of directors had declared a quarterly dividend of $0.08 per share on its outstanding Class A common stock. The dividend is payable on December 2, 2011 to shareholders of record on November 22, 2011. Concurrent with the payment of the dividend, the Company will also be distributing $0.08 per unit to holders of New Class A Units.

24

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, 2010 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 revenues 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,

• contingent liabilities,

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

• certain estimates and assumptions used in the calculation of the fair value of equity-based compensation issued to employees.

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, 2010. 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, 2010.

25

Overview

We are a leading provider of independent financial advisory and investment banking services. Our mission is to help our clients protect, maximize and recover value by providing independent advice on issues involving highly technical and complex assessments in the areas of valuation, transactions, financial restructuring, disputes and taxation. We believe that the Duff & Phelps brand is associated with experienced professionals who give trusted guidance in a responsive manner. We serve a global client base through offices in 24 cities, comprised of offices in 17 U.S. cities, including New York, Atlanta, Chicago and Los Angeles, and seven international offices located in Amsterdam, London, Munich, Paris, Shanghai, Tokyo and Toronto.

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

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

Effective January 1, 2011, we renamed our Corporate Finance Consulting segment Alternative Asset Advisory. This new name more appropriately defines the services offered by this segment. Concurrent with this change, our Financial Engineering service line was renamed Complex Asset Solutions to more clearly describe the nature of services offered. In addition, our Alternative Asset Advisory segment previously included services associated with Strategic Value Advisory. This service line was primarily integrated into Valuation Advisory. As a result, prior period results have been restated to reflect this change.

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-vesting 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, 2010.

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

26

Results of Operations

Three months ended September 30, 2011 versus three months ended September 30, 2010

The results of operations are summarized as follows:

	Three Months Ended
	September 30, 2011			September 30, 2010			Unit Change			Percent Change
Revenues	$	92,028		$	84,427		$	7,601		9.0	%
Reimbursable expenses	2,395			2,403			(8		)	(0.3	)%
Total revenues	94,423			86,830			7,593			8.7	%
Direct client service costs
Compensation and benefits(1)	50,705			48,369			2,336			4.8	%
Other direct client service costs	2,050			1,342			708			52.8	%
Acquisition retention expenses(2)	221			—			221			N/A
Reimbursable expenses	2,415			2,330			85			3.6	%
	55,391			52,041			3,350			6.4	%
Operating expenses
Selling, general and administrative(3)	23,611			22,945			666			2.9	%
Depreciation and amortization	2,878			2,567			311			12.1	%
Restructuring charges	3,091			—			3,091			N/A
Merger and acquisition costs	335			76			259			340.8	%
	29,915			25,588			4,327			16.9	%
Operating income	9,117			9,201			(84		)	(0.9	)%
Other expense/(income), net
Interest income	(14		)	(29		)	15			(51.7	)%
Interest expense	30			66			(36		)	(54.5	)%
Other expense	10			(43		)	53			(123.3	)%
	26			(6		)	32			(533.3	)%
Income before income taxes	9,091			9,207			(116		)	(1.3	)%
Provision for income taxes	2,655			2,010			645			32.1	%
Net income	6,436			7,197			(761		)	(10.6	)%
Less:  Net income attributable to noncontrolling interest	2,404			3,088			(684		)	(22.2	)%
Net income attributable to Duff & Phelps Corporation	$	4,032		$	4,109		$	(77	)	(1.9	)%
Other financial and operating data
Adjusted EBITDA(4)	$	15,410		$	12,235		$	3,175		26.0	%
Adjusted EBITDA(4) as a percentage of revenues	16.7		%	14.5		%	2.2		%	15.2	%
Adjusted Pro Forma Net Income(4)	$	7,449		$	5,697		$	1,752		30.8	%
Adjusted Pro Forma Net Income per fully exchanged, fully diluted share outstanding(4)	$	0.20		$	0.15		$	0.05		33.3	%
End of period managing directors	165			158			7			4.4	%
End of period client service professionals	829			789			40			5.1	%

__________________________

⁽¹⁾  Compensation and benefits include $4,316 and $3,430 of equity-based compensation expense for the three months ended September 30, 2011 and 2010, respectively.

⁽²⁾  Acquisition retention expenses include $221 of equity-based compensation expense for the three months ended September 30, 2011.

⁽³⁾  Selling, general and administrative expenses include $819 and $1,004 of equity-based compensation expense for the three months ended September 30, 2011 and 2010, respectively.

27

⁽⁴⁾  Adjusted EBITDA, Adjusted Pro Forma Net Income, and Adjusted Pro Forma Net Income per share are non-GAAP financial measures. We believe that Adjusted EBITDA provides a relevant and useful alternative measure of our ongoing profitability and performance, when viewed in conjunction with GAAP measures, as it adjusts net income or loss attributable to Duff & Phelps Corporation for (a) net income or loss attributable to noncontrolling interest, (b) provision for income taxes, (c) interest expense and depreciation and amortization (a significant portion of which relates to debt and capital investments that have been incurred as the result of acquisitions and investments in stand-alone infrastructure which we do not expect to incur at the same levels in the future), (d) equity-based compensation associated with the Legacy Units of D&P Acquisitions, a significant portion of which is due to certain onetime grants associated with acquisitions prior to our IPO, and options to purchase shares of the Company's Class A common stock granted in connection with the IPO, (e) restructuring charges, impairment charges, acquisition retention expenses and other merger and acquisition costs, which are generally non-recurring in nature or are related to deferred payments associated with prior acquisitions, and (f) costs incurred from the realignment of our senior management which are generally non-recurring in nature and primarily include cash severance and charges from the accounting impact of the acceleration of vesting of restricted stock awards.

Given the level of acquisition activity during the period prior to our IPO, and related capital investments and one time equity grants associated with acquisitions during the period (which we do not expect to incur at the same levels post IPO) and the IPO, and our belief that, as a professional services organization, our operations are not capital intensive on an ongoing basis, we believe the Adjusted EBITDA measure, in addition to GAAP financial measures, provides a relevant and useful benchmark for investors, in order to assess our financial performance and comparability to other companies in our industry. The Adjusted EBITDA measure is utilized by our senior management to evaluate our overall performance and operating expense characteristics and to compare our performance to that of certain of our competitors. In addition, a measure similar to Adjusted EBITDA is a key measure that determines compliance with certain financial covenants under our credit facility. Management compensates for the inherent limitations associated with using the Adjusted EBITDA measure through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income or loss. Furthermore, management also reviews GAAP measures, and evaluates individual measures that are not included in Adjusted EBITDA such as our level of capital expenditures, equity issuance and interest expense, among other measures.

Adjusted EBITDA, as defined by the Company and reconciled below, as applicable, consists of net income or loss attributable to Duff & Phelps Corporation before (a) net income or loss attributable to the noncontrolling interest, (b) provision for income taxes, (c) other expense/(income), net, (d) depreciation and amortization, (e) charges from impairment of intangible assets, (f) equity-based compensation associated with Legacy Units and IPO Options included in both compensation and benefits and in selling, general and administrative expenses, (g) cash severance and equity-compensation expense from the acceleration of vesting of restricted stock awards due to the realignment of our senior management, (h) acquisition retention expenses, (i) restructuring charges and (j) merger and acquisition costs:

Reconciliation of Adjusted EBITDA
	Three Months Ended
	September 30, 2011			September 30, 2010
Net income attributable to Duff & Phelps Corporation	$	4,032		$	4,109
Net income attributable to noncontrolling interest	2,404			3,088
Provision for income taxes	2,655			2,010
Other expense/(income), net	26			(6		)
Depreciation and amortization	2,878			2,567
Equity-based compensation associated with Legacy Units and IPO Options	(232		)	391
Acquisition retention expenses	221			—
Restructuring charges	3,091			—
Merger and acquisition costs	335			76
Adjusted EBITDA	$	15,410		$	12,235

Adjusted Pro Forma Net Income, as defined by Duff & Phelps and reconciled below, as applicable, consists of net income or loss attributable to Duff & Phelps Corporation before (a) net income or loss attributable to the noncontrolling interest, (b) a non-recurring charge from the repayment and subsequent termination of our former credit agreement, (c) equity-based compensation associated with Legacy Units and IPO Options included in both compensation and benefits and in selling, general and administrative expenses, (d) acquisition retention expenses, (e) cash severance and equity-compensation expense from the acceleration of vesting of restricted stock awards due to the realignment of our senior management, (f)

28

restructuring charges, (g) merger and acquisition costs, and less (h) pro forma corporate income tax applied at an assumed rate as specified in the applicable footnote (such assumed pro forma corporate income tax rate may fluctuate between periods and may include true-ups relating to prior periods, based on management estimates and judgments). Adjusted Pro Forma Net Income per share, as defined by Duff & Phelps, consists of Adjusted Pro Forma Net Income divided by the weighted average number of the Company's Class A and Class B shares for the applicable period, giving effect to the dilutive impact, if any, of stock options and 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”).    

Reconciliation of Adjusted Pro Forma Net Income
	Three Months Ended
	September 30, 2011			September 30, 2010
Net income attributable to Duff & Phelps Corporation	$	4,032		$	4,109
Net income attributable to noncontrolling interest(a)	2,404			3,088
Equity-based compensation associated with Legacy Units and IPO Options(b)	(232		)	391
Acquisition retention expenses(c)	221			—
Restructuring charges(d)	3,091			—
Merger and acquisition costs(d)	335			76
Adjustment to provision for income taxes(e)	(2,402		)	(1,967		)
Adjusted Pro Forma Net Income, as defined	$	7,449		$	5,697
Fully diluted weighted average shares of Class A common stock	27,060			24,954
Weighted average New Class A Units outstanding	10,813			12,903
Pro forma fully exchanged, fully diluted shares outstanding(f)	37,873			37,857
Adjusted Pro Forma Net Income per fully exchanged, fully diluted share outstanding	$	0.20		$	0.15

__________________________

^(a)  Represents elimination of the noncontrolling interest associated with the ownership by existing unitholders of D&P Acquisitions (excluding D&P Corporation), as if such unitholders had fully exchanged their partnership units and Class B common stock of the Company for shares of Class A common stock of the Company.

^(b)  Represents elimination of equity-based compensation associated with Legacy Units and IPO Options.

^(c)  Represents elimination of acquisition retention expenses which resulted from expense incurred from certain restricted stock awards that were granted in conjunction with the closing of certain of our acquisitions.

^(d)  Represents elimination of the following: restructuring charges or merger and acquisition costs.

^(e)  Represents an adjustment to reflect an assumed effective corporate tax rate of approximately 40.6% and 40.6% for the full year, respectively, as applied to the three month ended September 30, 2011 and 2010, 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 and 2010, the pro forma tax rates of 40.4% and 41.1% reflect a true-up adjustment, if any, relating to the six months ended June 30, 2011 and 2010, respectively. 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.

^(f)  Based on the weighted-average number of aggregated Class A and Class B shares of common stock outstanding, excluding Ongoing RSAs, and the dilutive effect of Ongoing RSAs. The Company believes that IPO Options would not be considered dilutive when applying the treasury method.

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 alternatives to measurements required by GAAP, such as operating income, net income or loss, net income or loss per share, cash flow from continuing operating activities or any other measure of performance or liquidity derived in accordance with 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, it should be noted that companies calculate Adjusted EBITDA and Adjusted Pro Forma Net Income differently and, therefore, Adjusted EBITDA and Adjusted Pro Forma Net Income as presented for us may not be comparable to Adjusted EBITDA and Adjusted Pro Forma Net Income reported by other companies.

29

Revenues

Revenues excluding reimbursable expenses increased $7,601 or 9.0% to $92,028 for the three months ended September 30, 2011, compared to $84,427 for the three months ended September 30, 2010. The increase in revenues primarily resulted from an increase in revenues from our Financial Advisory and Alternative Asset Advisory segments, partially offset by a decrease in revenues from our Investment Banking segment, as summarized in the following table:

	Three Months Ended
	September 30, 2011		September 30, 2010		Dollar Change			Percent Change
Financial Advisory
Valuation Advisory	$	33,887	$	34,013	$	(126	)	(0.4	)%
Tax Services	9,572		11,157		(1,585		)	(14.2	)%
Dispute & Legal Management Consulting(1)	18,319		10,571		7,748			73.3	%
	61,778		55,741		6,037			10.8	%
Alternative Asset Advisory
Portfolio Valuation	6,730		4,455		2,275			51.1	%
Complex Asset Solutions(2)	3,998		2,481		1,517			61.1	%
Due Diligence	2,643		3,072		(429		)	(14.0	)%
	13,371		10,008		3,363			33.6	%
Investment Banking
M&A Advisory(3)	5,741		4,604		1,137			24.7	%
Transaction Opinions	7,466		6,711		755			11.3	%
Global Restructuring Advisory	3,672		7,363		(3,691		)	(50.1	)%
	16,879		18,678		(1,799		)	(9.6	)%
Total Revenues (excluding reimbursables)	$	92,028	$	84,427	$	7,601		9.0	%

__________________________

⁽¹⁾  For the three months ended September 30, 2011, Dispute & Legal Management Consulting includes revenues from our acquisition of June Consulting Group effective December 15, 2010.

⁽²⁾  For the three months ended September 30, 2011, Complex Asset Solutions includes revenues from our acquisition of the U.S. advisory business of Dynamic Credit Partners effective December 15, 2010.

⁽³⁾  For the three months ended September 30, 2011, M&A Advisory includes revenues from our acquisition of Growth Capital Partners effective June 30, 2011. Growth Capital Partners is a Houston-based boutique investment banking advisor primarily focused on oil and energy services. This acquisition added 22 client service professionals of which seven are managing directors.

Our Financial Advisory segment was impacted by higher revenues from Dispute & Legal Management Consulting, partially offset by a decrease in revenues from Tax Services and to a lesser extent Valuation Advisory. Revenues from Dispute & Legal Management Consulting increased primarily from increased headcount and higher utilization due to increased demand to support financial services and intellectual property related litigation activity. In addition, this demand is driven by a notable pick up in corporate spending to support commercial litigation domestically. Dispute & Legal Management Consulting also benefited from revenues associated with our acquisition of June Consulting Group effective December 15, 2010.

Revenues from Valuation Advisory decreased slightly primarily from continued weakness in Europe, partially offset by growth domestically. From a product perspective, a reduction of goodwill impairment testing and services related to fresh-start accounting for companies emerging from bankruptcy was partially offset by purchase price allocations and a higher volume of real estate valuation work.

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

Alternative Asset Advisory segment benefited from higher revenues from services associated with Portfolio Valuation and Complex Asset Solutions. Portfolio Valuation and Complex Asset Solutions primarily benefited from a higher effective rate-per-hour and an increase in incremental valuation work. In addition, Complex Asset Solutions benefited from revenues associated with our acquisition of the U.S. advisory business of Dynamic Credit Partners effective December 15, 2010. Revenues from our Due Diligence business decreased as a result of fewer engagements during the quarter.

30

The decrease in revenues in our Investment Banking segment resulted from lower revenues from services associated with Global Restructuring Advisory, partially offset by an increase in revenues from M&A Advisory and Transaction Opinions. The deceleration in Global Restructuring Advisory is consistent with the decline in the global restructuring markets. Transaction Opinions primarily benefited from an increase in revenues from a higher average fee per transaction opinion earned during the period related to transactions requiring fairness and solvency opinions. The increase in revenues from M&A Advisory primarily resulted from our acquisition of Growth Capital Partners, partially offset by the timing of success fees due to the lumpy nature of this business.

Our client service headcount increased to 829 client service professionals at September 30, 2011, compared to 785 client service professionals at December 31, 2010. The increase in headcount primarily resulted from our acquisition of Growth Capital Partners, the hiring of a new class of campus recruits and other targeted hiring of professionals with specific experience. These increases were partially offset by attrition. In addition, we had 165 client service managing directors at September 30, 2011, compared to 157 at December 31, 2010. The increase in managing directors primarily resulted from our acquisition of Growth Capital Partners.

Direct Client Service Costs

Direct client service costs increased $3,350 or 6.4% to $55,391 for the three months ended September 30, 2011, compared to $52,041 for the three months ended September 30, 2010. 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, 2011			September 30, 2010
Revenues (excluding reimbursables)	$	92,028		$	84,427
Total direct client service costs	$	55,391		$	52,041
Less:  equity-based compensation associated with Legacy Units and IPO Options	419			84
Less:  acquisition retention expenses	(221		)	—
Less:  reimbursable expenses	(2,415		)	(2,330		)
Direct client service costs, as adjusted	$	53,174		$	49,795
Direct client service costs, as adjusted, as a percentage of revenues	57.8		%	59.0		%

Direct client service costs, as adjusted, increased between periods primarily as the result of higher compensation from an increase in headcount between periods, accrued benefits and equity-based compensation from grants of Ongoing RSAs, partially offset by lower benefit-related costs.

Equity-based compensation from Legacy Units and IPO Options decreased between periods primarily as a result of the true-up of estimated to actual forfeitures upon the occurrence of vesting events during the period and to a lesser extent the accelerated attribution of expense on awards with graded-tranche vesting.

31

Operating Expenses

Operating expenses increased $4,327 or 16.9% to $29,915 for the three months ended September 30, 2011, compared to $25,588 for the three months ended September 30, 2010. The following table adjusts operating expenses for equity-based compensation associated with Legacy Units and IPO Options, depreciation and amortization, restructuring charges, and merger and acquisition costs:

	Three Months Ended
	September 30, 2011			September 30, 2010
Revenues (excluding reimbursables)	$	92,028		$	84,427
Total operating expenses	$	29,915		$	25,588
Less:  equity-based compensation associated with Legacy Units and IPO Options	(187		)	(475		)
Less:  depreciation and amortization	(2,878		)	(2,567		)
Less: restructuring charges	(3,091		)	—
Less:  merger and acquisition costs	(335		)	(76		)
Operating expenses, as adjusted	$	23,424		$	22,470
Operating expenses, as adjusted, as a percentage of revenues	25.5		%	26.6		%

Operating expenses, as adjusted, increased between periods primarily from marketing costs related to print media and advertising.

In June 2011, the Company identified opportunities for cost savings through office consolidations of underutilized space and workforce reductions of non-client service professionals. As a result, the Company incurred restructuring charges of $3,091 during the three months September 30, 2011. These initiatives were substantially completed by September 30, 2011, except for $95 of additional severance and benefit charges expected to be incurred during the three months ended December 31, 2011. 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.

Equity-based compensation from Legacy Units and IPO Options decreased between periods primarily as a result of the true-up of estimated to actual forfeitures upon the occurrence of vesting events during the period and to a lesser extent the accelerated attribution of expense on awards with graded-tranche vesting.

Provision for Income Taxes

The provision for income taxes was $2,655 or 29.2% of income before income taxes for the three months ended September 30, 2011, compared to $2,010 or 21.8% of income before income taxes for the three months ended September 30, 2010. The U.S. statutory income tax rate of 35% plus state and local statutory rates were decreased to the effective tax rate 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. During the three months ended September 30, 2010, the Company recorded discrete items that resulted in a benefit to income tax expense, including (i) an immaterial adjustment to correct the purchase accounting of a prior acquisition and (ii) provision to actual adjustments.

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 25.8% and 31.4% for the three months ended September 30, 2011 and 2010, respectively.

32

Segment Results - Three months ended September 30, 2011 versus three months ended September 30, 2010

The following table sets forth selected segment operating results:

Results of Operations by Segment
	Three Months Ended
	September 30, 2011			September 30, 2010			Unit Change			Percent Change
Financial Advisory
Revenues (excluding reimbursables)	$	61,778		$	55,741		$	6,037		10.8	%
Segment operating income	$	10,995		$	6,568		$	4,427		67.4	%
Segment operating income margin	17.8		%	11.8		%	6.0		%
Alternative Asset Advisory
Revenues (excluding reimbursables)	$	13,371		$	10,008		$	3,363		33.6	%
Segment operating income	$	2,821		$	1,929		$	892		46.2	%
Segment operating income margin	21.1		%	19.3		%	1.8		%
Investment Banking
Revenues (excluding reimbursables)	$	16,879		$	18,678		$	(1,799	)	(9.6	)%
Segment operating income	$	1,614		$	3,665		$	(2,051	)	(56.0	)%
Segment operating income margin	9.6		%	19.6		%	(10.0		)%
Totals
Revenues (excluding reimbursables)	$	92,028		$	84,427
Segment operating income	$	15,430		$	12,162
Net client reimbursable expenses	(20		)	73
Equity-based compensation from Legacy Units and IPO Options	232			(391		)
Depreciation and amortization	(2,878		)	(2,567		)
Acquisition retention expenses	(221		)	—
Restructuring charges	(3,091		)	—
Merger and acquisition costs	(335		)	(76		)
Operating income	$	9,117		$	9,201
Average Client Service Professionals
Financial Advisory	576			574			2			0.3	%
Alternative Asset Advisory	98			79			19			24.1	%
Investment Banking	147			124			23			18.5	%
Total	821			777			44			5.7	%
End of Period Client Service Professionals
Financial Advisory	580			583			(3		)	(0.5	)%
Alternative Asset Advisory	100			78			22			28.2	%
Investment Banking	149			128			21			16.4	%
Total	829			789			40			5.1	%
Revenue per Client Service Professional
Financial Advisory	$	107		$	97		$	10		10.3	%
Alternative Asset Advisory	$	136		$	127		$	9		7.1	%
Investment Banking	$	115		$	151		$	(36	)	(23.8	)%
Total	$	112		$	109		$	3		2.8	%

33

Results of Operations by Segment – Continued
	Three Months Ended
	September 30, 2011			September 30, 2010			Unit  Change			Percent Change
Utilization(1)
Financial Advisory	71.2		%	65.9		%	5.3		%	8.0	%
Alternative Asset Advisory	58.6		%	63.3		%	(4.7		)%	(7.4	)%
Rate-Per-Hour(2)
Financial Advisory	$	338		$	344		$	(6	)	(1.7	)%
Alternative Asset Advisory	$	501		$	478		$	23		4.8	%
Revenues (excluding reimbursables)
Financial Advisory	$	61,778		$	55,741		$	6,037		10.8	%
Alternative Asset Advisory	13,371			10,008			3,363			33.6	%
Investment Banking	16,879			18,678			(1,799		)	(9.6	)%
Total	$	92,028		$	84,427		$	7,601		9.0	%
Average Managing Directors
Financial Advisory	91			97			(6		)	(6.2	)%
Alternative Asset Advisory	25			24			1			4.2	%
Investment Banking	48			40			8			20.0	%
Total	164			161			3			1.9	%
End of Period Managing Directors
Financial Advisory	90			95			(5		)	(5.3	)%
Alternative Asset Advisory	25			23			2			8.7	%
Investment Banking	50			40			10			25.0	%
Total	165			158			7			4.4	%
Revenue per Managing Director
Financial Advisory	$	679		$	575		$	104		18.1	%
Alternative Asset Advisory	$	535		$	417		$	118		28.3	%
Investment Banking	$	352		$	467		$	(115	)	(24.6	)%
Total	$	561		$	524		$	37		7.1	%

__________________________

⁽¹⁾  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.

⁽²⁾  Average billing rate-per-hour is calculated by dividing revenues for the period by the number of hours worked on client assignments (including internal projects for the Company) during the same period. Financial Advisory revenues used to calculate rate-per-hour exclude revenues 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 revenues 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, revenues 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 revenues of $3,015 and $2,950 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, 2011 and 2010, respectively.

34

Financial Advisory

Revenues

Revenues from the Financial Advisory segment increased $6,037 or 10.8% to $61,778 for the three months ended September 30, 2011, compared to $55,741 for the three months ended September 30, 2010, as summarized in the following table:

	Three Months Ended
	September 30, 2011		September 30, 2010		Dollar Change			Percent Change
Financial Advisory
Valuation Advisory	$	33,887	$	34,013	$	(126	)	(0.4	)%
Tax Services	9,572		11,157		(1,585		)	(14.2	)%
Dispute & Legal Management Consulting(1)	18,319		10,571		7,748			73.3	%
	$	61,778	$	55,741	$	6,037		10.8	%

__________________________

⁽¹⁾  For the three months ended September 30, 2011, Dispute & Legal Management Consulting includes revenues from our acquisition of June Consulting Group effective December 15, 2010.

Our Financial Advisory segment was impacted by higher revenues from Dispute & Legal Management Consulting, partially offset by a decrease in revenues from Tax Services and to a lesser extent Valuation Advisory. Revenues from Dispute & Legal Management Consulting increased primarily from increased headcount and higher utilization due to increased demand to support financial services and intellectual property related litigation activity. In addition, this demand is driven by a notable pick up in corporate spending to support commercial litigation domestically. Dispute & Legal Management Consulting also benefited from revenues associated with our acquisition of June Consulting Group effective December 15, 2010.

Revenues from Valuation Advisory decreased slightly primarily from continued weakness in Europe, partially offset by growth domestically. From a product perspective, a reduction of goodwill impairment testing and services related to fresh-start accounting for companies emerging from bankruptcy was partially offset by purchase price allocations and a higher volume of real estate valuation work.

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

Segment Operating Income

Financial Advisory segment operating income increased $4,427 or 67.4% to $10,995 for the three months ended September 30, 2011, compared to $6,568 for the three months ended September 30, 2010. Segment operating income margin, defined as segment operating income expressed as a percentage of segment revenues, was 17.8% for the three months ended September 30, 2011, compared to 11.8% for the three months ended September 30, 2010. Segment operating income increased primarily as a result of higher revenues, partially offset by higher direct costs.

35

Alternative Asset Advisory

Revenues

Revenues from the Alternative Asset Advisory segment increased $3,363 or 33.6% to $13,371 for the three months ended September 30, 2011, compared to $10,008 for the three months ended September 30, 2010, as summarized in the following table:

	Three Months Ended
	September 30, 2011		September 30, 2010		Dollar Change			Percent Change
Alternative Asset Advisory
Portfolio Valuation	$	6,730	$	4,455	$	2,275		51.1	%
Complex Asset Solutions(1)	3,998		2,481		1,517			61.1	%
Due Diligence	2,643		3,072		(429		)	(14.0	)%
	$	13,371	$	10,008	$	3,363		33.6	%

__________________________

⁽¹⁾  For the three months ended September 30, 2011, Complex Asset Solutions includes revenues from our acquisition of the U.S. advisory business of Dynamic Credit Partners effective December 15, 2010.

Alternative Asset Advisory segment benefited from higher revenues from services associated with Portfolio Valuation and Complex Asset Solutions. Portfolio Valuation and Complex Asset Solutions primarily benefited from a higher effective rate-per-hour and an increase in incremental valuation work. In addition, Complex Asset Solutions benefited from revenues associated with our acquisition of the U.S. advisory business of Dynamic Credit Partners effective December 15, 2010. Revenues from our Due Diligence business decreased as a result of fewer engagements during the quarter.

Segment Operating Income

Operating income from the Alternative Asset Advisory segment increased $892 or 46.2% to $2,821 for the three months ended September 30, 2011, compared to $1,929 for the three months ended September 30, 2010. Segment operating income margin was 21.1% for the three months ended September 30, 2011, compared to 19.3% for the three months ended September 30, 2010. Segment operating income increased primarily as a result of higher revenues, partially offset by higher direct costs and to a lesser extent higher allocated costs.

36

Investment Banking

Revenues

Revenues from the Investment Banking segment decreased $1,799 or 9.6% to $16,879 for the three months ended September 30, 2011, compared to $18,678 for the three months ended September 30, 2010, as summarized in the following table:

	Three Months Ended
	September 30, 2011		September 30, 2010		Dollar Change			Percent Change
Investment Banking
M&A Advisory(1)	$	5,741	$	4,604	$	1,137		24.7	%
Transaction Opinions	7,466		6,711		755			11.3	%
Global Restructuring Advisory	3,672		7,363		(3,691		)	(50.1	)%
	$	16,879	$	18,678	$	(1,799	)	(9.6	)%

__________________________

⁽¹⁾  For the three months ended September 30, 2011, M&A Advisory includes revenues from our acquisition of Growth Capital Partners effective June 30, 2011. Growth Capital Partners is a Houston-based boutique investment banking advisor primarily focused on oil and energy services. This acquisition added 22 client service professionals of which seven are managing directors.

The decrease in revenues in our Investment Banking segment resulted from lower revenues from services associated with Global Restructuring Advisory, partially offset by an increase in revenues from M&A Advisory and Transaction Opinions. The deceleration in Global Restructuring Advisory is consistent with the decline in the global restructuring markets. Transaction Opinions primarily benefited from an increase in revenues from a higher average fee per transaction opinion earned during the period related to transactions requiring fairness and solvency opinions. The increase in revenues from M&A Advisory primarily resulted from our acquisition of Growth Capital Partners, partially offset by the timing of success fees due to the lumpy nature of this business.

Segment Operating Income

Operating income from the Investment Banking segment decreased $2,051 or 56.0% to $1,614 for the three months ended September 30, 2011, compared to $3,665 for the three months ended September 30, 2010. Operating income margin was 9.6% for the three months ended September 30, 2011, compared to 19.6% for the three months ended September 30, 2010. The decrease in segment operating income primarily resulted from lower revenues.

37

Nine months endedSeptember 30, 2011 versus nine months endedSeptember 30, 2010

The results of operations are summarized as follows:

	Nine Months Ended
	September 30, 2011			September 30, 2010			Unit Change			Percent Change
Revenues	$	264,960		$	262,333		$	2,627		1.0	%
Reimbursable expenses	7,361			7,163			198			2.8	%
Total revenues	272,321			269,496			2,825			1.0	%
Direct client service costs
Compensation and benefits(1)	146,672			147,382			(710		)	(0.5	)%
Other direct client service costs	4,959			5,211			(252		)	(4.8	)%
Acquisition retention expenses(2)	600			—			600			N/A
Reimbursable expenses	7,484			7,223			261			3.6	%
	159,715			159,816			(101		)	(0.1	)%
Operating expenses
Selling, general and administrative(3)	72,915			73,333			(418		)	(0.6	)%
Depreciation and amortization	7,934			7,410			524			7.1	%
Restructuring charges	3,995			—			3,995			N/A
Merger and acquisition costs	801			397			404			101.8	%
Charge from impairment of certain intangible assets	—			674			(674		)	(100.0	)%
	85,645			81,814			3,831			4.7	%
Operating income	26,961			27,866			(905		)	(3.2	)%
Other expense/(income), net
Interest income	(69		)	(106		)	37			(34.9	)%
Interest expense	178			234			(56		)	(23.9	)%
Other expense	3			189			(186		)	(98.4	)%
	112			317			(205		)	(64.7	)%
Income before income taxes	26,849			27,549			(700		)	(2.5	)%
Provision for income taxes	8,275			8,166			109			1.3	%
Net income	18,574			19,383			(809		)	(4.2	)%
Less:  Net income attributable to noncontrolling interest	7,005			8,494			(1,489		)	(17.5	)%
Net income attributable to Duff & Phelps Corporation	$	11,569		$	10,889		680			6.2	%
Other financial and operating data
Adjusted EBITDA(4)	$	40,532		$	42,355		$	(1,823	)	(4.3	)%
Adjusted EBITDA(4) as a percentage of revenues	15.3		%	16.1		%	(0.8		)%	(5.0	)%
Adjusted Pro Forma Net Income(4)	$	19,297		$	20,182		$	(885	)	(4.4	)%
Adjusted Pro Forma Net Income per fully exchanged, fully diluted share outstanding(4)	$	0.50		$	0.52		$	(0.02	)	(3.8	)%
End of period managing directors	165			158			7			4.4	%
End of period client service professionals	829			789			40			5.1	%

__________________________

⁽¹⁾  Compensation and benefits include $13,381 and $11,362 of equity-based compensation expense for the nine months endedSeptember 30, 2011 and 2010, respectively.

⁽²⁾  Acquisition retention expenses include $600 of equity-based compensation expense for the nine months endedSeptember 30, 2011.

⁽³⁾  Selling, general and administrative expenses include $3,111 and $4,462 of equity-based compensation expense for the nine months endedSeptember 30, 2011 and 2010, respectively.

38

⁽⁴⁾  Adjusted EBITDA, Adjusted Pro Forma Net Income, and Adjusted Pro Forma Net Income per share are non-GAAP financial measures. We believe that Adjusted EBITDA provides a relevant and useful alternative measure of our ongoing profitability and performance, when viewed in conjunction with GAAP measures, as it adjusts net income or loss attributable to Duff & Phelps Corporation for (a) net income or loss attributable to noncontrolling interest, (b) provision for income taxes, (c) interest expense and depreciation and amortization (a significant portion of which relates to debt and capital investments that have been incurred as the result of acquisitions and investments in stand-alone infrastructure which we do not expect to incur at the same levels in the future), (d) equity-based compensation associated with the Legacy Units of D&P Acquisitions, a significant portion of which is due to certain onetime grants associated with acquisitions prior to our IPO, and options to purchase shares of the Company's Class A common stock granted in connection with the IPO, (e) restructuring charges, impairment charges, acquisition retention expenses and other merger and acquisition costs, which are generally non-recurring in nature or are related to deferred payments associated with prior acquisitions, and (f) costs incurred from the realignment of our senior management which are generally non-recurring in nature and primarily include cash severance and charges from the accounting impact of the acceleration of vesting of restricted stock awards.

Given the level of acquisition activity during the period prior to our IPO, and related capital investments and one time equity grants associated with acquisitions during the period (which we do not expect to incur at the same levels post IPO) and the IPO, and our belief that, as a professional services organization, our operations are not capital intensive on an ongoing basis, we believe the Adjusted EBITDA measure, in addition to GAAP financial measures, provides a relevant and useful benchmark for investors, in order to assess our financial performance and comparability to other companies in our industry. The Adjusted EBITDA measure is utilized by our senior management to evaluate our overall performance and operating expense characteristics and to compare our performance to that of certain of our competitors. In addition, a measure similar to Adjusted EBITDA is a key measure that determines compliance with certain financial covenants under our credit facility. Management compensates for the inherent limitations associated with using the Adjusted EBITDA measure through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income or loss. Furthermore, management also reviews GAAP measures, and evaluates individual measures that are not included in Adjusted EBITDA such as our level of capital expenditures, equity issuance and interest expense, among other measures.

Adjusted EBITDA, as defined by the Company and reconciled below, as applicable, consists of net income or loss attributable to Duff & Phelps Corporation before (a) net income or loss attributable to the noncontrolling interest, (b) provision for income taxes, (c) other expense/(income), net, (d) depreciation and amortization, (e) charges from impairment of intangible assets, (f) equity-based compensation associated with Legacy Units and IPO Options included in both compensation and benefits and in selling, general and administrative expenses, (g) cash severance and equity-compensation expense from the acceleration of vesting of restricted stock awards due to the realignment of our senior management, (h) acquisition retention expenses, (i) restructuring charges and (j) merger and acquisition costs:

Reconciliation of Adjusted EBITDA
	Nine Months Ended
	September 30, 2011		September 30, 2010
Net income attributable to Duff & Phelps Corporation	$	11,569	$	10,889
Net income attributable to noncontrolling interest	7,005		8,494
Provision for income taxes	8,275		8,166
Other expense/(income), net	112		317
Depreciation and amortization	7,934		7,410
Equity-based compensation associated with Legacy Units and IPO Options	241		2,968
Acquisition retention expenses	600		—
Restructuring charges	3,995		—
Merger and acquisition costs	801		397
Charge from realignment of senior management	—		3,040
Charge from impairment of certain intangible assets	—		674
Adjusted EBITDA	$	40,532	$	42,355

39

Adjusted Pro Forma Net Income, as defined by Duff & Phelps and reconciled below, as applicable, consists of net income or loss attributable to Duff & Phelps Corporation before (a) net income or loss attributable to the noncontrolling interest, (b) a non-recurring charge from the repayment and subsequent termination of our former credit agreement, (c) equity-based compensation associated with Legacy Units and IPO Options included in both compensation and benefits and in selling, general and administrative expenses, (d) acquisition retention expenses, (e) cash severance and equity-compensation expense from the acceleration of vesting of restricted stock awards due to the realignment of our senior management, (f) restructuring charges, (g) merger and acquisition costs, and less (h) pro forma corporate income tax applied at an assumed rate as specified in the applicable footnote (such assumed pro forma corporate income tax rate may fluctuate between periods and may include true-ups relating to prior periods, based on management estimates and judgments). Adjusted Pro Forma Net Income per share, as defined by Duff & Phelps, consists of Adjusted Pro Forma Net Income divided by the weighted average number of the Company's Class A and Class B shares for the applicable period, giving effect to the dilutive impact, if any, of stock options and 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”).

Reconciliation of Adjusted Pro Forma Net Income
	Nine Months Ended
	September 30, 2011			September 30, 2010
Net income attributable to Duff & Phelps Corporation	$	11,569		$	10,889
Net income attributable to noncontrolling interest(a)	7,005			8,494
Equity-based compensation associated with Legacy Units and IPO Options(b)	241			2,968
Acquisition retention expenses(c)	600			—
Restructuring charges(d)	3,995			—
Merger and acquisition costs(d)	801			397
Charge from realignment of senior management(d)	—			3,040
Adjustment to provision for income taxes(e)	(4,914		)	(5,606		)
Adjusted Pro Forma Net Income, as defined	$	19,297		$	20,182
Fully diluted weighted average shares of Class A common stock	27,834			25,741
Weighted average New Class A Units outstanding	10,962			12,932
Pro forma fully exchanged, fully diluted shares outstanding(f)	38,796			38,673
Adjusted Pro Forma Net Income per fully exchanged, fully diluted share outstanding	$	0.50		$	0.52

__________________________

^(a)  Represents elimination of the noncontrolling interest associated with the ownership by existing unitholders of D&P Acquisitions (excluding D&P Corporation), as if such unitholders had fully exchanged their partnership units and Class B common stock of the Company for shares of Class A common stock of the Company.

^(b)  Represents elimination of equity-based compensation associated with Legacy Units and IPO Options.

^(c)  Represents elimination of acquisition retention expenses which resulted from expense incurred from certain restricted stock awards that were granted in conjunction with the closing of certain of our acquisitions.

^(d)  Represents elimination of restructuring charges, merger and acquisition costs, or the charge incurred from the realignment of senior management.

^(e)  Represents an adjustment to reflect an assumed effective corporate tax rate of approximately 40.6% and 40.6% for the full year, respectively, as applied to the nine months endedSeptember 30, 2011 and 2010, 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.

^(f)  Based on the weighted-average number of aggregated Class A and Class B shares of common stock outstanding, excluding Ongoing RSAs, and the dilutive effect of Ongoing RSAs. The Company believes that IPO Options would not be considered dilutive when applying the treasury method.

40

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 alternatives to measurements required by GAAP, such as operating income, net income or loss, net income or loss per share, cash flow from continuing operating activities or any other measure of performance or liquidity derived in accordance with 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, it should be noted that companies calculate Adjusted EBITDA and Adjusted Pro Forma Net Income differently and, therefore, Adjusted EBITDA and Adjusted Pro Forma Net Income as presented for us may not be comparable to Adjusted EBITDA and Adjusted Pro Forma Net Income reported by other companies.

Revenues

Revenues excluding reimbursable expenses increased $2,627 or 1.0% to $264,960 for the nine months endedSeptember 30, 2011, compared to $262,333 for the nine months endedSeptember 30, 2010. The increase in revenues primarily resulted from an increase in revenues from our Financial Advisory and Alternative Asset Advisory segments, partially offset by a decrease in revenues from our Investment Banking segment, as summarized in the following table:

	Nine Months Ended
	September 30, 2011		September 30, 2010		Dollar Change			Percent Change
Financial Advisory
Valuation Advisory	$	104,105	$	107,903	$	(3,798	)	(3.5	)%
Tax Services	32,247		32,693		(446		)	(1.4	)%
Dispute & Legal Management Consulting(1)	44,760		29,302		15,458			52.8	%
	181,112		169,898		11,214			6.6	%
Alternative Asset Advisory
Portfolio Valuation	19,469		14,579		4,890			33.5	%
Complex Asset Solutions(2)	13,444		9,962		3,482			35.0	%
Due Diligence	8,358		7,681		677			8.8	%
	41,271		32,222		9,049			28.1	%
Investment Banking
M&A Advisory(3)	9,044		11,430		(2,386		)	(20.9	)%
Transaction Opinions	22,963		19,575		3,388			17.3	%
Global Restructuring Advisory	10,570		29,208		(18,638		)	(63.8	)%
	42,577		60,213		(17,636		)	(29.3	)%
Total Revenues (excluding reimbursables)	$	264,960	$	262,333	$	2,627		1.0	%

__________________________

⁽¹⁾  For the nine months endedSeptember 30, 2011, Dispute & Legal Management Consulting includes approximately $6,600 of incremental revenues through June 15, 2011 from our acquisition of Cole Valuation Partners (effective June 15, 2010) and an additional amount from June Consulting Group effective December 15, 2010.

⁽²⁾  For the nine months endedSeptember 30, 2011, Complex Asset Solutions includes revenues from our acquisition of the U.S. advisory business of Dynamic Credit Partners effective December 15, 2010.

⁽³⁾  For the nine months endedSeptember 30, 2011, M&A Advisory includes revenues from our acquisition of Growth Capital Partners effective June 30, 2011. Growth Capital Partners is a Houston-based boutique investment banking advisor primarily focused on oil and energy services. This acquisition added 22 client service professionals of which seven are managing directors.

Our Financial Advisory segment was impacted by higher revenues from Dispute & Legal Management Consulting, partially offset by a decrease in revenues from Valuation Advisory and to a lesser extent Tax Services. Revenues from Dispute & Legal Management Consulting increased primarily from increased headcount and higher utilization due to increased demand to support financial services and intellectual property related litigation activity. In addition, this demand is driven by a notable pick up in corporate spending to support commercial litigation domestically. Dispute & Legal Management Consulting also benefited from approximately $6,600 of incremental revenues through June 15, 2011 from our acquisition of Cole Valuation Partners effective June 15, 2010 and an additional amount from June Consulting Group effective December 15, 2010. The corresponding prior period results for Dispute & Legal Management Consulting (and to a lesser extent certain business units in our Alternative Asset Advisory segment) include approximately $7,600 of incremental revenues from an engagement to serve as a financial advisor to the court appointed examiner of a large financial services company under bankruptcy protection (of

41

which approximately 70% was recognized in Dispute & Legal Management Consulting and approximately 30% in Alternative Asset Advisory). This engagement wound down during the first half of 2010.

Revenues from Valuation Advisory decreased primarily from continued weakness in Europe. From a product perspective, a reduction of goodwill impairment testing and services related to fresh-start accounting for companies emerging from bankruptcy was partially offset by purchase price allocations and a higher volume of real estate valuation work.

The decrease in revenues from Tax Services primarily resulted from the departure of staff during the first half of 2010 associated with World Tax Service US (which we acquired in July 2008) and a reduction of transfer pricing services, partially offset by the timing and value of property tax contingent fees as compared to prior periods.

Our Alternative Asset Advisory segment benefited from higher revenues from services associated with Portfolio Valuation, Complex Asset Solutions and Due Diligence. Portfolio Valuation and Complex Asset Solutions primarily benefited from a higher effective rate-per-hour and an increase in incremental valuation work. In addition, Complex Asset Solutions benefited from revenues associated with our acquisition of the U.S. advisory business of Dynamic Credit Partners effective December 15, 2010. Our Due Diligence business grew as a result of a meaningful engagement during the second quarter.

The decrease in revenues in our Investment Banking segment resulted from lower revenues from services associated with Global Restructuring Advisory and M&A Advisory, partially offset by an increase in revenues from Transaction Opinions. The deceleration in Global Restructuring Advisory is consistent with the decline in the global restructuring markets. The decrease in revenues from M&A Advisory reflects the lumpy nature of this business as a result of the timing of success fees, partially offset from revenues from our acquisition of Growth Capital Partners. Transaction Opinions primarily benefited from an increase in revenues from a higher average fee per transaction opinion earned during the period related to transactions requiring fairness and solvency opinions.

Our client service headcount increased to 829 client service professionals at September 30, 2011, compared to 785 client service professionals at December 31, 2010. The increase in headcount primarily resulted from our acquisition of Growth Capital Partners, the hiring of a new class of campus recruits and other targeted hiring of professionals with specific experience. These increases were partially offset by attrition. In addition, we had 165 client service managing directors at September 30, 2011, compared to 157 at December 31, 2010. The increase in managing directors primarily resulted from our acquisition of Growth Capital Partners.

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Direct Client Service Costs

Direct client service costs decreased $101 or 0.1% to $159,715 for the nine months endedSeptember 30, 2011, compared to $159,816 for the nine months endedSeptember 30, 2010. 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, reimbursable expenses and a charge from the realignment of senior management:

	Nine Months Ended
	September 30, 2011			September 30, 2010
Revenues (excluding reimbursables)	$	264,960		$	262,333
Total direct client service costs	$	159,715		$	159,816
Less:  equity-based compensation associated with Legacy Units and IPO Options	241			(1,150		)
Less:  acquisition retention expenses	(600		)	—
Less:  reimbursable expenses	(7,484		)	(7,223		)
Less:  charge from realignment of senior management	—			(540		)
Direct client service costs, as adjusted	$	151,872		$	150,903
Direct client service costs, as adjusted, as a percentage of revenues	57.3		%	57.5		%

Direct client service costs, as adjusted, increased between periods primarily as the result of higher compensation from an increase in headcount between periods and equity-based compensation from grants of Ongoing RSA, partially offset by lower severance expense.

Equity-based compensation from Legacy Units and IPO Options decreased between periods primarily as a result of the true-up of estimated to actual forfeitures upon the occurrence of vesting events during the period and to a lesser extent the accelerated attribution of expense on awards with graded-tranche vesting.

Operating Expenses

Operating expenses increased $3,831 or 4.7% to $85,645 for the nine months endedSeptember 30, 2011, compared to $81,814 for the nine months endedSeptember 30, 2010. The following table adjusts operating expenses for equity-based compensation associated with Legacy Units and IPO Options, depreciation and amortization, restructuring charges, merger and acquisition costs, charge from realignment of senior management and a charge to impair certain intangible assets:

	Nine Months Ended
	September 30, 2011			September 30, 2010
Revenues (excluding reimbursables)	$	264,960		$	262,333
Total operating expenses	$	85,645		$	81,814
Less:  equity-based compensation associated with Legacy Units and IPO Options	(482		)	(1,818		)
Less:  depreciation and amortization	(7,934		)	(7,410		)
Less: restructuring charges	(3,995		)	—
Less:  merger and acquisition costs	(801		)	(397		)
Less: charge from realignment of senior management	—			(2,500		)
Less: charge from impairment of certain intangible assets	—			(674		)
Operating expenses, as adjusted	$	72,433		$	69,015
Operating expenses, as adjusted, as a percentage of revenues	27.3		%	26.3		%

43

Operating expenses, as adjusted, increased between periods primarily from incremental operating expenses from (i) the addition of our Toronto office in conjunction with our acquisition of Cole & Partners effective June 15, 2010, (ii) the addition of Growth Capital Partners effective June 30, 2011, (iii) marketing costs related to print media and advertising and (iv) bad debts.

Equity-based compensation from Legacy Units and IPO Options decreased between periods primarily as a result of the true-up of estimated to actual forfeitures upon the occurrence of vesting events during the period and to a lesser extent the accelerated attribution of expense on awards with graded-tranche vesting.

In June 2011, the Company identified opportunities for cost savings through office consolidations of underutilized space and workforce reductions of non-client service professionals. As a result, the Company incurred restructuring charges of $3,995 during the nine months endedSeptember 30, 2011. These initiatives were substantially completed by September 30, 2011, except for $95 of additional severance and benefit charges expected to be incurred during the three months ended December 31, 2011. 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.

Provision for Income Taxes

The provision for income taxes was $8,275 or 30.8% of income before income taxes for the nine months endedSeptember 30, 2011, compared to $8,166 or 29.6% of income before income taxes for the nine months endedSeptember 30, 2010. The U.S. statutory income tax rate of 35% plus state and local statutory rates were decreased to the effective tax rate 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.

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 26.2% and 31.7% for the nine months endedSeptember 30, 2011 and 2010, respectively.

44

Segment Results - Nine months endedSeptember 30, 2011 versus nine months endedSeptember 30, 2010

The following table sets forth selected segment operating results:

Results of Operations by Segment
	Nine Months Ended
	September 30, 2011			September 30, 2010			Unit Change			Percent Change
Financial Advisory
Revenues (excluding reimbursables)	$	181,112		$	169,898		$	11,214		6.6	%
Segment operating income	$	30,364		$	22,205		$	8,159		36.7	%
Segment operating income margin	16.8		%	13.1		%	3.7		%
Alternative Asset Advisory
Revenues (excluding reimbursables)	$	41,271		$	32,222		$	9,049		28.1	%
Segment operating income	$	9,345		$	6,438		$	2,907		45.2	%
Segment operating income margin	22.6		%	20.0		%	2.6		%
Investment Banking
Revenues (excluding reimbursables)	$	42,577		$	60,213		$	(17,636	)	(29.3	)%
Segment operating income	$	946		$	13,772		$	(12,826	)	(93.1	)%
Segment operating income margin	2.2		%	22.9		%	(20.7		)%
Totals
Revenues (excluding reimbursables)	$	264,960		$	262,333
Segment operating income	$	40,655		$	42,415
Net client reimbursable expenses	(123		)	(60		)
Equity-based compensation from Legacy Units and IPO Options	(241		)	(2,968		)
Depreciation and amortization	(7,934		)	(7,410		)
Acquisition retention expenses	(600		)	—
Restructuring charges	(3,995		)	—
Merger and acquisition costs	(801		)	(397		)
Charge from realignment of senior management	—			(3,040		)
Charge from impairment of certain intangible assets	—			(674		)
Operating income	$	26,961		$	27,866
Average Client Service Professionals
Financial Advisory	572			604			(32		)	(5.3	)%
Alternative Asset Advisory	93			85			8			9.4	%
Investment Banking	136			128			8			6.3	%
Total	801			817			(16		)	(2.0	)%
End of Period Client Service Professionals
Financial Advisory	580			583			(3		)	(0.5	)%
Alternative Asset Advisory	100			78			22			28.2	%
Investment Banking	149			128			21			16.4	%
Total	829			789			40			5.1	%
Revenue per Client Service Professional
Financial Advisory	$	317		$	281		$	36		12.8	%
Alternative Asset Advisory	$	444		$	379		$	65		17.2	%
Investment Banking	$	313		$	470		$	(157	)	(33.4	)%
Total	$	331		$	321		$	10		3.1	%

45

Results of Operations by Segment – Continued
	Nine Months Ended
	September 30, 2011			September 30, 2010			Unit  Change			Percent Change
Utilization(1)
Financial Advisory	71.3		%	64.6		%	6.7		%	10.4	%
Alternative Asset Advisory	60.6		%	59.9		%	0.7		%	1.2	%
Rate-Per-Hour(2)
Financial Advisory	$	338		$	343		$	(5	)	(1.5	)%
Alternative Asset Advisory	$	515		$	485		$	30		6.2	%
Revenues (excluding reimbursables)
Financial Advisory	$	181,112		$	169,898		$	11,214		6.6	%
Alternative Asset Advisory	41,271			32,222			9,049			28.1	%
Investment Banking	42,577			60,213			(17,636		)	(29.3	)%
Total	$	264,960		$	262,333		$	2,627		1.0	%
Average Managing Directors
Financial Advisory	92			97			(5		)	(5.2	)%
Alternative Asset Advisory	25			24			1			4.2	%
Investment Banking	43			41			2			4.9	%
Total	160			162			(2		)	(1.2	)%
End of Period Managing Directors
Financial Advisory	90			95			(5		)	(5.3	)%
Alternative Asset Advisory	25			23			2			8.7	%
Investment Banking	50			40			10			25.0	%
Total	165			158			7			4.4	%
Revenue per Managing Director
Financial Advisory	$	1,969		$	1,752		$	217		12.4	%
Alternative Asset Advisory	$	1,651		$	1,343		$	308		22.9	%
Investment Banking	$	990		$	1,469		$	(479	)	(32.6	)%
Total	$	1,656		$	1,619		$	37		2.3	%

__________________________

⁽¹⁾  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.

⁽²⁾  Average billing rate-per-hour is calculated by dividing revenues for the period by the number of hours worked on client assignments (including internal projects for the Company) during the same period. Financial Advisory revenues used to calculate rate-per-hour exclude revenues 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 revenues 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, revenues 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 revenues of $9,073 and $7,142 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, 2011 and 2010, respectively.

46

Financial Advisory

Revenues

Revenues from the Financial Advisory segment increased $11,214 or 6.6% to $181,112 for the nine months endedSeptember 30, 2011, compared to $169,898 for the nine months endedSeptember 30, 2010, as summarized in the following table:

	Nine Months Ended
	September 30, 2011		September 30, 2010		Dollar Change			Percent Change
Financial Advisory
Valuation Advisory	$	104,105	$	107,903	$	(3,798	)	(3.5	)%
Tax Services	32,247		32,693		(446		)	(1.4	)%
Dispute & Legal Management Consulting(1)	44,760		29,302		15,458			52.8	%
	$	181,112	$	169,898	$	11,214		6.6	%

__________________________

⁽¹⁾  For the nine months endedSeptember 30, 2011, Dispute & Legal Management Consulting includes approximately $6,600 of incremental revenues through June 15, 2011 from our acquisition of Cole Valuation Partners (effective June 15, 2010) and an additional amount from June Consulting Group effective December 15, 2010.

Our Financial Advisory segment was impacted by higher revenues from Dispute & Legal Management Consulting, partially offset by a decrease in revenues from Valuation Advisory and to a lesser extent Tax Services. Revenues from Dispute & Legal Management Consulting increased primarily from increased headcount and higher utilization due to increased demand to support financial services and intellectual property related litigation activity. In addition, this demand is driven by a notable pick up in corporate spending to support commercial litigation domestically. Dispute & Legal Management Consulting also benefited from approximately $6,600 of incremental revenues through June 15, 2011 from our acquisition of Cole Valuation Partners effective June 15, 2010 and an additional amount from June Consulting Group effective December 15, 2010. The corresponding prior period results for Dispute & Legal Management Consulting (and to a lesser extent certain business units in our Alternative Asset Advisory segment) include approximately $7,600 of incremental revenues from an engagement to serve as a financial advisor to the court appointed examiner of a large financial services company under bankruptcy protection (of which approximately 70% was recognized in Dispute & Legal Management Consulting and approximately 30% in Alternative Asset Advisory). This engagement wound down during the first half of 2010.

Revenues from Valuation Advisory decreased primarily from continued weakness in Europe. From a product perspective, a reduction of goodwill impairment testing and services related to fresh-start accounting for companies emerging from bankruptcy was partially offset by purchase price allocations and a higher volume of real estate valuation work.

The decrease in revenues from Tax Services primarily resulted from the departure of staff during the first half of 2010 associated with World Tax Service US (which we acquired in July 2008) and a reduction of transfer pricing services, partially offset by the timing and value of property tax contingent fees as compared to prior periods.

Segment Operating Income

Financial Advisory segment operating income increased $8,159 or 36.7% to $30,364 for the nine months endedSeptember 30, 2011, compared to $22,205 for the nine months endedSeptember 30, 2010. Segment operating income margin, defined as segment operating income expressed as a percentage of segment revenues, was 16.8% for the nine months endedSeptember 30, 2011, compared to 13.1% for the nine months endedSeptember 30, 2010. Segment operating income increased primarily as a result of higher revenues, partially offset by higher direct costs.

47

Alternative Asset Advisory

Revenues

Revenues from the Alternative Asset Advisory segment increased $9,049 or 28.1% to $41,271 for the nine months endedSeptember 30, 2011, compared to $32,222 for the nine months endedSeptember 30, 2010, as summarized in the following table:

	Nine Months Ended
	September 30, 2011		September 30, 2010		Dollar Change		Percent Change
Alternative Asset Advisory
Portfolio Valuation	$	19,469	$	14,579	$	4,890	33.5	%
Complex Asset Solutions(1)	13,444		9,962		3,482		35.0	%
Due Diligence	8,358		7,681		677		8.8	%
	$	41,271	$	32,222	$	9,049	28.1	%

__________________________

⁽¹⁾  For the nine months endedSeptember 30, 2011, Complex Asset Solutions includes revenues from our acquisition of the U.S. advisory business of Dynamic Credit Partners effective December 15, 2010.

Our Alternative Asset Advisory segment benefited from higher revenues from services associated with Portfolio Valuation, Complex Asset Solutions and Due Diligence. Portfolio Valuation and Complex Asset Solutions primarily benefited from a higher effective rate-per-hour and an increase in incremental valuation work. In addition, Complex Asset Solutions benefited from revenues associated with our acquisition of the U.S. advisory business of Dynamic Credit Partners effective December 15, 2010. Our Due Diligence business grew as a result of a meaningful engagement during the second quarter.

Segment Operating Income

Operating income from the Alternative Asset Advisory segment increased $2,907 or 45.2% to $9,345 for the nine months endedSeptember 30, 2011, compared to $6,438 for the nine months endedSeptember 30, 2010. Segment operating income margin was 22.6% for the nine months endedSeptember 30, 2011, compared to 20.0% for the nine months endedSeptember 30, 2010. Segment operating income increased primarily as a result of higher revenues partially offset by an increase in direct costs.

48

Investment Banking

Revenues

Revenues from the Investment Banking segment decreased $17,636 or 29.3% to $42,577 for the nine months endedSeptember 30, 2011, compared to $60,213 for the nine months endedSeptember 30, 2010, as summarized in the following table:

	Nine Months Ended
	September 30, 2011		September 30, 2010		Dollar Change			Percent Change
Investment Banking
M&A Advisory	$	9,044	$	11,430	$	(2,386	)	(20.9	)%
Transaction Opinions	22,963		19,575		3,388			17.3	%
Global Restructuring Advisory	10,570		29,208		(18,638		)	(63.8	)%
	$	42,577	$	60,213	$	(17,636	)	(29.3	)%

__________________________

⁽¹⁾  For the nine months endedSeptember 30, 2011, M&A Advisory includes revenues from our acquisition of Growth Capital Partners effective June 30, 2011. Growth Capital Partners is a Houston-based boutique investment banking advisor primarily focused on oil and energy services. This acquisition added 22 client service professionals of which seven are managing directors.

The decrease in revenues in our Investment Banking segment resulted from lower revenues from services associated with Global Restructuring Advisory and M&A Advisory, partially offset by an increase in revenues from Transaction Opinions. The deceleration in Global Restructuring Advisory is consistent with the decline in the global restructuring markets. The decrease in revenues from M&A Advisory reflects the lumpy nature of this business as a result of the timing of success fees, partially offset from revenues from our acquisition of Growth Capital Partners. Transaction Opinions primarily benefited from an increase in revenues from a higher average fee per transaction opinion earned during the period related to transactions requiring fairness and solvency opinions.

Segment Operating Income

Operating income from the Investment Banking segment decreased $12,826 or 93.1% to $946 for the nine months endedSeptember 30, 2011, compared to $13,772 for the nine months endedSeptember 30, 2010. Operating income margin was 2.2% for the nine months endedSeptember 30, 2011, compared to 22.9% for the nine months endedSeptember 30, 2010. The decrease in segment operating income primarily resulted from lower revenues partially offset by lower direct costs.

49

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 revenues, (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, and (ix) cash consideration for acquisitions and acquisition-related expenses.

Cash and cash equivalents decreased by $35,734 to $77,594 at September 30, 2011, compared to $113,328 at December 31, 2010. The decrease in cash primarily resulted from $35,655 used in financing activities and $15,801 used in investing activities, partially offset by $15,412 provided by operating activities.

Operating Activities

During the nine months endedSeptember 30, 2011, cash of $15,412 was provided by operating activities, compared to $30,465 in the corresponding prior year period. The decrease of amounts provided by operating activities primarily resulted from (i) changes in assets and liabilities using cash, including accounts receivable and unbilled services from the timing of the billing of invoices and (ii) higher cash bonus payments made in 2011 with respect to the 2010 bonus year, as compared to cash bonus payments made in 2010 with respect to the 2009 bonus year.

Investing Activities

During the nine months endedSeptember 30, 2011, cash of $15,801 was used in investing activities, compared to $19,980 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 related earn-out payments and (iii) purchases of investments related to the Company's deferred compensation plan and other investments.

Financing Activities

During the nine months endedSeptember 30, 2011, cash of $35,655 was used in financing activities, compared to $18,837 used in the corresponding prior year period. Significant financing activities are summarized as follows:

• Repurchases of Class A common stock — Repurchases of Class A common stock includes shares repurchased pursuant to a publicly announced repurchase program as well as shares of Class A common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on Ongoing RSAs.

• 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 $0.05 to $0.06 in the second quarter of 2010 and from $0.06 to $0.08 in the first quarter of 2011.

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

	Nine Months Ended
	September 30, 2011		September 30, 2010
Distributions for taxes	$	1,502	$	3,359
Other distributions	2,804		2,121
	$	4,306	$	5,480

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

50

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”). As of September 30, 2011, the Credit Agreement provided for a $30,000 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 was originally July 15, 2012. Amounts borrowed may be voluntarily prepaid at any time without penalty or premium, subject to customary breakage costs.

On October 13, 2011, the Credit Agreement was amended in which (i) the commitments under the Credit Agreement were increased from $30,000 to $75,000 ("Amended Credit Facility"), (ii) the maturity date of the Credit Agreement was extended from July 15, 2012 to October 13, 2016, (iii) the pricing of the revolving loans was revised by adding two pricing levels and adjusting downward the applicable rate of interest and adjusting upward the applicable rate of unused fees and (iv) the financial covenants and the indebtedness covenant and certain definitions used therein were revised. The revised covenants and rates are applicable as of the quarter ended September 30, 2011.

There were no amounts outstanding under the Credit Facility at September 30, 2011 or through the filing date of this Quarterly Report on Form 10-Q. As of September 30, 2011, the Company had $4,110 of outstanding letters of credit of which $3,685 were issued against the Credit Facility. These letters of credit were issued in connection with real estate leases.

Loans under the Amended 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, 2011, 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 (a) 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 (b) 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, 2011.

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.

51

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risks at September 30, 2011 have not changed significantly from those discussed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2010.

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 quarterly report, our disclosure controls and procedures (as defined in Rule 13a-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 Controls

No change 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.

52

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, 2010.

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, 2011:

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, 2011	16	$	12.82	15	$	34,760
August 1 through August 31, 2011	684	$	10.29	675	$	27,826
September 1 through September 30, 2011	306	$	10.51	300	$	24,670
Total	1,006	$	10.40	990

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 were made from time to time at prevailing market prices in open market purchases.

The purchases were 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. No unitholders elected to exchange in conjunction with the exchange scheduled for August 15, 2011.

53

As of September 30, 2011, we received notices principally from certain current and former employee unitholders to exchange 321 New Class A Units of D&P Acquisitions for a corresponding number of shares of our Class A common stock, with respect to the exchange scheduled to occur on November 15, 2011.  At such time, a corresponding number of shares of our Class B common stock will be cancelled.  There were no notices to exchange received by any of our current executive officers or entities affiliated with Lovell Minnick Partners or Vestar Capital Partners with respect to the exchange scheduled to occur on November 15, 2011.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

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 September 30, 2011, furnished electronically herewith and formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2011, (ii) Condensed Consolidated Balance Sheets at September 30, 2011 and December 31, 2010, (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and September 30, 2010, (iv) Condensed Consolidated Statements of Stockholders' Equity and Comprehensive Income for the nine months ended September 30, 2011 and September 30, 2010, and (v) 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.

54

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:	November 1, 2011	/s/ Patrick M. Puzzuoli
		PATRICK M. PUZZUOLI
		Chief Financial Officer

55

EX-31.1

EXHIBIT 31.1

Certification

Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Noah Gottdiener, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Duff & Phelps Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's third quarter in the case of this quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 1, 2011	/s/ Noah Gottdiener
		NOAH GOTTDIENER
		Chairman of the Board and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification

Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Patrick M. Puzzuoli, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Duff & Phelps Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's third quarter in the case of this quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 1, 2011	/s/ Patrick M. Puzzuoli
		PATRICK M. PUZZUOLI
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of Duff & Phelps Corporation, (the “Company”) on Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Noah Gottdiener, Chairman of the Board and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date:	November 1, 2011	/s/ Noah Gottdiener
		NOAH GOTTDIENER
		Chairman of the Board and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of Duff & Phelps Corporation, (the “Company”) on Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick M. Puzzuoli, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date:	November 1, 2011	/s/ Patrick M. Puzzuoli
		PATRICK M. PUZZUOLI
		Chief Financial Officer

XML

Condensed Consolidated Statements of Income Parenthetical (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Compensation and benefits [Member]
Equity-based compensation	$ 4,316	$ 3,430	$ 13,381	$ 11,362
Acquisition retention expenses [Member]
Equity-based compensation	221		600
Selling general and administrative [Member]
Equity-based compensation	$ 819	$ 1,004	$ 3,111	$ 4,462

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 77,594	$ 113,328
Accounts receivable (net of allowance for doubtful accounts of $1,745 and $1,347 at September 30, 2011 and December 31, 2010, respectively)	63,760	60,358
Unbilled services	38,462	23,101
Prepaid expenses and other current assets	6,716	7,479
Net deferred income taxes, current	2,467	2,555
Total current assets	188,999	206,821
Property and equipment (net of accumulated depreciation of $30,969 and $26,375 at September 30, 2011 and December 31, 2010, respectively)	32,276	29,250
Goodwill	146,650	139,170
Intangible assets (net of accumulated amortization of $23,959 and $20,656 at September 30, 2011 and December 31, 2010, respectively)	29,112	30,407
Other assets	4,360	2,638
Investments related to deferred compensation plan (Note 9)	22,598	23,151
Net deferred income taxes, non-current	113,087	116,789
Total non-current assets	348,083	341,405
Total assets	537,082	548,226
Current liabilities
Accounts payable	2,470	2,397
Accrued expenses	8,463	11,254
Accrued compensation and benefits	20,641	39,875
Liability related to deferred compensation plan, current portion (Note 9)	503	1,314
Deferred revenues	4,424	2,427
Other current liabilities	0	430
Due to noncontrolling unitholders, current portion	5,642	5,640
Total current liabilities	42,143	63,337
Liability related to deferred compensation plan, less current portion (Note 9)	21,851	21,764
Other long-term liabilities	19,714	16,676
Due to noncontrolling unitholders, less current portion	106,008	103,885
Total non-current liabilities	147,573	142,325
Total liabilities	189,716	205,662
Commitments and contingencies (Note 11)
Stockholders' equity
Preferred stock (50,000 shares authorized; zero issued and outstanding)	0	0
Additional paid-in capital	234,185	232,644
Accumulated other comprehensive income	1,130	1,400
Retained earnings	21,053	16,923
Total stockholders' equity of Duff & Phelps Corporation	256,674	251,270
Noncontrolling interest	90,692	91,294
Total stockholders' equity	347,366	342,564
Total liabilities and stockholders' equity	537,082	548,226
Common Stock Class A
Stockholders' equity
Common stock value	305	302
Common Stock Class B
Stockholders' equity
Common stock value	$ 1	$ 1

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Oct. 15, 2011 Common Stock Class A	Oct. 15, 2011 Common Stock Class B
Entity Information [Line Items]
Entity Registrant Name	Duff & Phelps Corp
Entity Central Index Key	0001397821
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		30,396,515	10,810,717

XML

Equity Based Compensation

9 Months Ended

Sep. 30, 2011

Equity Based Compensation [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

EQUITY-BASED COMPENSATION

For a detailed description of past equity-based compensation activity, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2010. There have been no significant changes in the Company's equity-based compensation accounting policies and assumptions from those that were disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Equity-based compensation with respect to (a) grants of 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, 2011								September 30, 2010
	Client Service			SG&A		Total			Client Service			SG&A		Total
Legacy Units(1)	$	(139	)	$	23	$	(116	)	$	(46	)	$	265	$	219
IPO Options(1)	(280		)	164		(116		)	(38		)	210		172
Ongoing RSAs	4,956			632		5,588			3,514			529		4,043
Total	$	4,537		$	819	$	5,356		$	3,430		$	1,004	$	4,434

	Nine Months Ended								Nine Months Ended
	September 30, 2011								September 30, 2010
	Client Service			SG&A		Total			Client Service		SG&A		Total
Legacy Units(1)	$	(239	)	$	210	$	(29	)	$	517	$	1,184	$	1,701
IPO Options	(2		)	272		270			633		634		1,267
Ongoing RSAs	14,222			2,629		16,851			10,212		2,644		12,856
Total	$	13,981		$	3,111	$	17,092		$	11,362	$	4,462	$	15,824

___________________

⁽¹⁾  The credit to expense is the result of the true-up of estimated to actual forfeitures upon the occurrence of vesting events during the period.

Legacy Units

The following table summarizes activity for New Class A Units attributable to equity-based compensation during the nine months endedSeptember 30, 2011:

	New Class A Units Attributable to Equity-Based Compensation
Balance as of December 31, 2010	1,530
Redeemed or exchanged	(331	)
Forfeited	(9	)
Balance as of September 30, 2011	1,190
Vested	1,095
Unvested	95

IPO Options

The following table summarizes option activity during the nine months endedSeptember 30, 2011:

	IPO Options			Weighted Average Grant Date Fair Value
Balance as of December 31, 2010	1,661			$	7.33
Exercised	(7		)	7.33
Forfeited	(28		)	7.33
Balance as of September 30, 2011	1,626			$	7.33
Vested	1,626
Unvested	—
Weighted average exercise price	$	16.00
Weighted average remaining contractual term	6.00
Total intrinsic value of exercised options	$	9
Total fair value of vested options	$	11,918
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-vesting restricted stock awards and units are granted as a form of incentive compensation and accounted for similarly. Performance-vesting 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-vesting 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, 2011, the Company issued 2,012 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 2,012 Ongoing RSAs granted, 205 awards are performance-vesting restricted stock awards or units and are subject to the vesting provisions described previously.

Of the 2,012 Ongoing RSAs granted, 140 restricted stock awards and 130 performance-vesting restricted stock awards were granted to executives on March 2, 2011 and March 11, 2011, respectively. For grants made to executives, the restrictions on transfer and forfeiture provisions on 65 of the restricted stock awards are eliminated annually over three years based on ratable vesting and the restrictions on 75 of the restricted stock awards lapse after three years. In addition, 30 restricted stock awards were granted to members of the board of directors on May 12, 2011. The restrictions on transfer and forfeiture provisions are eliminated annually over four years based on ratable vesting.

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, 2010	3,432		$	15.13	303		$	15.03
Granted	1,712		15.18		95		15.71
Converted to Class A common stock upon lapse of restrictions	(895	)	13.39		(88	)	12.84
Forfeited	(233	)	16.30		(17	)	15.70
Balance as of September 30, 2011	4,016		$	15.47	293		$	15.80
Vested	—				—
Unvested	4,016				293

	Performance- Vesting Restricted Stock Awards	Weighted Average Grant Date Fair Value		Performance- Vesting Restricted Stock Units	Weighted Average Grant Date Fair Value
Balance as of December 31, 2010	—	$	—	—	$	—
Granted	183	7.52		22	7.83
Balance as of September 30, 2011	183	$	7.52	22	$	7.83
Vested	—			—
Unvested	183			22

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 2% and 21% as of September 30, 2011 based on historical experience and future expectations.

The total unamortized compensation cost related to all non-vested awards was $30,148 at September 30, 2011. A tax benefit of $5,391 and $1,971 was recognized for IPO Options and Ongoing RSAs for the nine months endedSeptember 30, 2011 and 2010, respectively.

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Restructuring Charges

9 Months Ended

Sep. 30, 2011

Restructuring Charges [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

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. As a result, the Company incurred restructuring charges of $3,091 and $3,995 during the three and nine months endedSeptember 30, 2011, respectively. These initiatives were substantially completed by September 30, 2011, except for $95 of additional severance and benefit charges expected to be incurred during the three months ended December 31, 2011. 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, 2010	$	—		$	—		$	—
Restructuring charges	3,436			559			3,995
Adjustments to deferred rent	624			—			624
Cash payments	(305		)	(362		)	(667		)
Balance as of September 30, 2011	$	3,755		$	197		$	3,952

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Description of Business

9 Months Ended

Sep. 30, 2011

Description of Business [Abstract]

Nature of Operations [Text Block]

DESCRIPTION OF BUSINESS

Duff & Phelps Corporation (the “Company”) is a leading provider of independent financial advisory and investment banking services. Its mission is to help its clients protect, maximize and recover value by providing independent advice on issues involving highly technical and complex assessments in the areas of valuation, transactions, financial restructuring, disputes and taxation. The Company believes that the Duff & Phelps brand is associated with experienced professionals who give trusted guidance in a responsive manner. The Company serves a global client base through offices in 24 cities, comprised of offices in 17 U.S. cities, including New York, Chicago, Houston and Los Angeles, and seven international offices located in Amsterdam, London, Munich, Paris, Shanghai, Tokyo and Toronto.

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Long-Term Debt

9 Months Ended

Sep. 30, 2011

Long-term Debt, Unclassified [Abstract]

Long-term Debt [Text Block]

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”). As of September 30, 2011, the Credit Agreement provided for a $30,000 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 was originally July 15, 2012. Amounts borrowed may be voluntarily prepaid at any time without penalty or premium, subject to customary breakage costs.

On October 13, 2011, the Credit Agreement was amended in which (i) the commitments under the Credit Agreement were increased from $30,000 to $75,000 ("Amended Credit Facility"), (ii) the maturity date of the Credit Agreement was extended from July 15, 2012 to October 13, 2016, (iii) the pricing of the revolving loans was revised by adding two pricing levels and adjusting downward the applicable rate of interest and adjusting upward the applicable rate of unused fees and (iv) the financial covenants and the indebtedness covenant and certain definitions used therein were revised. The revised covenants and rates are applicable as of the quarter ended September 30, 2011.

There were no amounts outstanding under the Credit Facility at September 30, 2011 or through the filing date of this Quarterly Report on Form 10-Q. As of September 30, 2011, the Company had $4,110 of outstanding letters of credit of which $3,685 were issued against the Credit Facility. These letters of credit were issued in connection with real estate leases.

Loans under the Amended 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, 2011, 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 (a) 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 (b) 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, 2011.

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.

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Segment Information

9 Months Ended

Sep. 30, 2011

Segment Information [Abstract]

Segment Reporting Disclosure [Text Block]

SEGMENT INFORMATION

The Company provides services through three segments: Financial Advisory, Alternative Asset Advisory (formerly Corporate Finance Consulting) and Investment Banking. Effective January 1, 2011, the Company renamed its Corporate Finance Consulting segment Alternative Asset Advisory to more appropriately define the services offered by this segment. In addition, our Alternative Asset Advisory segment previously included services associated with Strategic Value Advisory. This service line was primarily integrated into Financial Advisory. As a result, prior period results have been restated to reflect this change.

The Financial Advisory segment provides services associated with valuation advisory, tax, and dispute and legal management consulting. The Alternative Asset Advisory segment provides services related to portfolio valuation, complex asset solutions and due diligence. The Investment Banking segment provides merger and acquisition advisory services, transaction opinions and restructuring advisory services.

	Three Months Ended						Nine Months Ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Financial Advisory
Revenues (excluding reimbursables)	$	61,778		$	55,741		$	181,112		$	169,898
Segment operating income	$	10,995		$	6,568		$	30,364		$	22,205
Segment operating income margin	17.8		%	11.8		%	16.8		%	13.1		%
Alternative Asset Advisory
Revenues (excluding reimbursables)	$	13,371		$	10,008		$	41,271		$	32,222
Segment operating income	$	2,821		$	1,929		$	9,345		$	6,438
Segment operating income margin	21.1		%	19.3		%	22.6		%	20.0		%
Investment Banking
Revenues (excluding reimbursables)	$	16,879		$	18,678		$	42,577		$	60,213
Segment operating income	$	1,614		$	3,665		$	946		$	13,772
Segment operating income margin	9.6		%	19.6		%	2.2		%	22.9		%
Totals
Revenues (excluding reimbursables)	$	92,028		$	84,427		$	264,960		$	262,333
Segment operating income	$	15,430		$	12,162		$	40,655		$	42,415
Net client reimbursable expenses	(20		)	73			(123		)	(60		)
Equity-based compensation associated with Legacy Units and IPO Options	232			(391		)	(241		)	(2,968		)
Depreciation and amortization	(2,878		)	(2,567		)	(7,934		)	(7,410		)
Acquisition retention expenses	(221		)	—			(600		)	—
Restructuring charges	(3,091		)	—			(3,995		)	—
Merger and acquisition costs	(335		)	(76		)	(801		)	(397		)
Charge from realignment of senior management	—			—			—			(3,040		)
Charge from impairment of certain intangible assets	—			—			—			(674		)
Operating income	$	9,117		$	9,201		$	26,961		$	27,866

Revenues attributable to geographic area is summarized as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2011		September 30, 2010		September 30, 2011		September 30, 2010
North America	$	85,630	$	77,331	$	243,734	$	233,248
Europe	5,508		6,226		18,172		26,308
Asia	890		870		3,054		2,777
Revenues (excluding reimbursables)	$	92,028	$	84,427	$	264,960	$	262,333

There was no intersegment revenues 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 revenues 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, revenues 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, 2011 and 2010, the Financial Advisory segment (primarily Valuation Advisory services) recognized revenues of $3,015 and $2,950 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, 2011 and 2010, the Financial Advisory segment (primarily Valuation Advisory services) recognized revenues of $9,073 and $7,142 from the cross utilization of its client service professionals on engagements from the Alternative Asset Advisory segment (primarily Portfolio Valuation services), respectively.

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Income Taxes

9 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Tax Disclosure [Text Block]

INCOME TAXES

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

	Three Months Ended						Nine Months Ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Provision for income taxes	$	2,655		$	2,010		$	8,275		$	8,166
Effective income tax rate	29.2		%	21.8		%	30.8		%	29.6		%

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, 2010	$	535
Additional based on tax positions related to the current year	84
Lapse of statute of limitations	(155		)
Additional based on tax positions related to prior years	12
Balance as of September 30, 2011	$	476

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 2008 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 2008.

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.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

Fair Value Disclosures [Text Block]

FAIR VALUE MEASUREMENTS

The following table presents assets and liabilities measured at fair value on a recurring basis as of September 30, 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	$	—	$	22,598	$	—	$	22,598
Total assets	$	—	$	22,598	$	—	$	22,598
Benefits payable in conjunction with deferred compensation plan	$	—	$	22,354	$	—	$	22,354
Total liabilities	$	—	$	22,354	$	—	$	22,354

For comparative purposes, the following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:

	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	$	—	$	23,151	$	—	$	23,151
Total assets	$	—	$	23,151	$	—	$	23,151
Benefits payable in conjunction with deferred compensation plan	$	—	$	23,078	$	—	$	23,078
Total liabilities	$	—	$	23,078	$	—	$	23,078

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 9.

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

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Net income	$ 18,574	$ 19,383
Adjustments to reconcile net income to net cash provided by operating activites:
Depreciation and amortization	7,934	7,410
Equity-based compensation	17,092	15,824
Bad debt expense	1,920	1,141
Net deferred income taxes	5,919	4,741
Other	2,448	104
Changes in assets and liabilities providing/(using) cash:
Accounts receivable	(5,236)	4,765
Unbilled services	(15,416)	(4,544)
Prepaid expenses and other current assets	1,777	(31)
Other assets	2,453	(597)
Accounts payable and accrued expenses	(4,674)	(3,506)
Accrued compensation and benefits	(18,201)	(14,507)
Deferred revenues	1,994	(113)
Other liabilities	(1,172)	395
Net cash provided by operating activities	15,412	30,465
Cash flows from investing activities:
Purchase of property and equipment	(6,410)	(4,998)
Business acquisitions, net of cash acquired	(5,891)	(11,807)
Purchase of investments	(3,500)	(3,175)
Net cash used in investing activities	(15,801)	(19,980)
Cash flows from financing activities:
Repurchases of Class A common stock	(24,114)	(8,608)
Dividends	(7,502)	(5,480)
Distributions and other payments to noncontrolling unitholders	(4,306)	(4,828)
Proceeds from exercises of IPO Options	267	82
Other	0	(3)
Net cash used in financing activities	(35,655)	(18,837)
Effect of exchange rate on cash and cash equivalents	310	(161)
Net decrease in cash and cash equivalents	(35,734)	(8,513)
Cash and cash equivalents at beginning of period	113,328	107,311
Cash and cash equivalents at end of period	$ 77,594	$ 98,798

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Basis of Presentation

9 Months Ended

Sep. 30, 2011

Basis of Presentation [Abstract]

Basis of Presentation and Significant Accounting Policies [Text Block]

BASIS OF PRESENTATION

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, 2010 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.

Recent Accounting Pronouncements

Effective January 1, 2011, the Company adopted the Financial Accounting Standards Board's (“FASB”) Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. ASU 2009-13 supersedes certain guidance in FASB ASC 605-25, Revenue Recognition-Multiple-Element Arrangements and requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices (the relative-selling-price method). ASU 2009-13 eliminates the use of the residual method of allocation in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration, and requires the relative-selling-price method in all circumstances in which an entity recognizes revenue for an arrangement with multiple deliverable subject to ASU 2009-13. The adoption of ASU 2009-13 did not have a material effect on the Company's consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This update is the result of the work by the FASB and the International Accounting Standards Board ("IASB") to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards ("IFRSs"). The amendments in this update explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this update become effective during interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of ASU 2011-04 will have a material effect on its consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This update revises 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. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of other comprehensive income ("OCI"). The ASU does not change the items that must be reported in OCI. The FASB's issuance of ASU 2011-05 represents another step toward its goal of convergence with IFRSs. The amendments in this update should be applied retrospectively and are effective for fiscal years and interim periods within those years beginning after December 15, 2011. The Company does not anticipate that the adoption of ASU 2011-05 will have a material effect on its consolidated financial statements.

In September 2011, the FASB issued 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 does not anticipate that the adoption of ASU 2011-08 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, 2010. 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, 2010. The financial data for the interim periods may not necessarily be indicative of results to be expected for the year.

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Noncontrolling Interest

9 Months Ended

Sep. 30, 2011

Noncontrolling Interest [Abstract]

Noncontrolling Interest Disclosure [Text Block]

NONCONTROLLING INTEREST

As described in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, 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 73.9% at September 30, 2011. The noncontrolling unitholders' interest in D&P Acquisitions totaled 26.1% at September 30, 2011.

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, 2010	30,166		11,151		41,317
Issuance of Class A common stock for acquisitions	224		—		224
Exchange to Class A common stock	331		(331	)	—
Net issuance of restricted stock awards	1,666		—		1,666
Issuance for exercises of IPO Options	7		—		7
Repurchases of Class A common stock pursuant to publicly announced program	(1,615	)	—		(1,615	)
Forfeitures	(233	)	(9	)	(242	)
As of September 30, 2011	30,546		10,811		41,357
Percent of total
December 31, 2010	73.0	%	27.0	%	100	%
September 30, 2011	73.9	%	26.1	%	100	%

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, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Income before income taxes	$	9,091		$	9,207		$	26,849		$	27,549
Less:  provision for income taxes for entities other than Duff & Phelps Corporation(a)(b)	243			618			(103		)	(712		)
Income before income taxes, as adjusted	9,334			9,825			26,746			26,837
Ownership percentage of noncontrolling interest(d)	25.8		%	31.4		%	26.2		%	31.7		%
Net income attributable to noncontrolling interest	2,404			3,088			7,005			8,494
Income before income taxes, as adjusted, attributable to Duff & Phelps Corporation	6,930			6,737			19,741			18,343
Less:  provision for income taxes of Duff & Phelps Corporation(a)(c)	(2,898		)	(2,628		)	(8,172		)	(7,454		)
Net income attributable to Duff & Phelps Corporation	$	4,032		$	4,109		$	11,569		$	10,889

________________________

^(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 $2,655 and $2,010 for the three months ended September 30, 2011 and 2010, respectively, and $8,275 and $8,166 for the nine months endedSeptember 30, 2011 and 2010, 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, 2011		September 30, 2010
Distributions for taxes	$	1,502	$	3,359
Other distributions	2,804		2,121
Payments pursuant to the Tax Receivable Agreement	—		—
	$	4,306	$	5,480

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, 2011, the Company recorded a liability of $111,650, 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 $5,642 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.

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.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies Disclosure [Text Block]

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.

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Earnings per Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

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-vesting 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-vesting 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, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Basic and diluted net income per share:
Numerator
Net income available to holders of Class A common stock	$	4,032		$	4,109		$	11,569		$	10,889
Earnings allocated to participating securities	(205		)	(283		)	(514		)	(672		)
Earnings available for common stockholders	$	3,827		$	3,826		$	11,055		$	10,217
Denominator for basic net income per share of Class A common stock
Weighted average shares of Class A common stock	26,945			24,873			27,050			24,972
Denominator for diluted net income per share of Class A common stock
Weighted average shares of Class A common stock	26,945			24,873			27,050			24,972
Add dilutive effect of the following:
Restricted stock awards and units	115			81			784			769
Dilutive weighted average shares of Class A common stock	27,060			24,954			27,834			25,741
Basic income per share of Class A common stock	$	0.14		$	0.15		$	0.41		$	0.41
Diluted income per share of Class A common stock	$	0.14		$	0.15		$	0.40		$	0.40

Anti-dilution 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, 2011	September 30, 2010	September 30, 2011	September 30, 2010
Weighted average IPO Options outstanding	1,631	1,707	1,641	1,763

The potential dilutive effect of the Company's performance-vesting restricted stock awards and units were excluded from the calculation as the performance conditions had not been met as of the period ended September 30, 2011.

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, 2011	September 30, 2010	September 30, 2011	September 30, 2010
Weighted average New Class A Units outstanding	10,813	12,903	10,962	12,932

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Subsequent Events

9 Months Ended

Sep. 30, 2011

Subsequent Events [Abstract]

Subsequent Events [Text Block]

SUBSEQUENT EVENTS

Amendment to Credit Agreement

On October 13, 2011, as further detailed in "Note 7. Long-Term Debt," the Company entered into a fourth amendment to its Credit Agreement dated as of July 15, 2009 (as amended by (i) the First Amendment to Credit Agreement dated as of November 8, 2010, (ii) the Second Amendment to Credit Agreement dated as of February 23, 2011 and (iii) the Third Amendment to Credit Agreement dated as of August 15, 2011) (the “Credit Agreement”), with Bank of America, N.A., as administrative agent and the lenders from time to time party thereto.

Pursuant to the amendment, (i) the commitments under the Credit Agreement were increased from $30,000 to $75,000, (ii) the maturity date of the Credit Agreement was extended from July 15, 2012 to October 13, 2016, (iii) the pricing of the revolving loans was revised by adding two pricing levels and adjusting downward the applicable rate of interest and adjusting upward the applicable rate of unused fees and (iv) the financial covenants and the indebtedness covenant and certain definitions used therein were revised.

Acquisition of MCR

On October 31, 2011, the Company acquired substantially all of the assets of MCR and related entities, 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. MCR employs 123 client service professionals, including 19 partners and directors. MCR generated £21.1 million or $33.9 million of revenues excluding reimbursable expenses for its fiscal year ended June 30, 2011. MCR will be included within the Investment Banking segment.

Consideration comprises (a) $26,200 in cash paid at closing, (b) $8,000 in shares of the Company's Class A common stock issued at closing and (c) up to £4,625 of consideration contingent upon certain revenue and gross margin thresholds to be achieved in equal installments on the first and second anniversary dates of the closing dependent upon actual results. The cash paid at closing was funded from existing balances.

As a result of the proximity between the closing of this transaction and the filing of this Quarterly Report on Form 10-Q, the initial accounting has not yet been completed and supplemental pro forma information will be provided in forthcoming filings.

Declaration of Quarterly Dividend

On November 1, 2011, the Company announced that its board of directors had declared a quarterly dividend of $0.08 per share on its outstanding Class A common stock. The dividend is payable on December 2, 2011 to shareholders of record on November 22, 2011. Concurrent with the payment of the dividend, the Company will also be distributing $0.08 per unit to holders of New Class A Units.

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Condensed Consolidated Balance Sheets Parenthetical (USD $) In Thousands, except Per Share data	Sep. 30, 2011	Dec. 31, 2010
Current assets
Allowance for doubtful accounts	$ 1,745	$ 1,347
Other assets
Accumulated depreciation on property and equipment	30,969	26,375
Accumulated amortization on intangible assets	$ 23,959	$ 20,656
Stockholders' equity
Preferred stock, shares authorized	50,000	50,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock Class A
Stockholders' equity
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, shares authorized	100,000	100,000
Common Stock, shares issued	30,546	30,166
Common Stock, shares outstanding	30,546	30,166
Common Stock Class B
Stockholders' equity
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	50,000	50,000
Common Stock, shares issued	10,811	11,151
Common Stock, shares outstanding	10,811	11,151

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Condensed Consolidated Statement of Stockholders' Equity and Comprehensive Income Statement (USD $) In Thousands	Total	Common Class A [Member]	Common Class B [Member]	Comprehensive Income [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2009	$ 313,757	$ 273	$ 1		$ 207,210	$ 693	$ 6,709	$ 98,871
Balance, shares at Dec. 31, 2009		27,290	12,974
Comprehensive income
Net income for the nine months ended September 30	19,383	0	0	19,383	0	0	10,889	8,494
Currency translation adjustment	(238)	0	0	(238)	0	(155)	0	(83)
Amortization of post-retirement benefits, net of tax	39	0	0	39	0	26	0	13
Total comprehensive income	19,184	0	0	19,184	0	(129)	10,889	8,424
Sale of Class A common stock	(3)	0	0		(3)	0	0	0
Issuance of Class A common stock for acquisitions	1,204	1	0		827	0	0	376
Issuance of Class A common stock for acquisitions, shares		93	0
Exchange of New Class A Units	0	0	0		0	0	0	0
Exchange of New Class A Units, shares		45	(45)
Net issuance of restricted stock awards	(2,577)	13	0		(1,777)	0	0	(813)
Net issuance of restricted stock awards, shares		1,354	0
Adjustments to Tax Receivable Agreement as a result of the exchange of New Class A Units	62	0	0		62	0	0	0
Issuance for exercises of IPO Options	66	0	0		45	0	0	21
Issuance for exercises of IPO Options, shares		4	0
Forfeitures	(2)	(2)	0		0	0	0	0
Forfeitures, shares		(222)	(31)
Equity-based compensation	16,316	0	0		11,178	0	0	5,138
Income tax windfall/(shortfall) on equity-based compensation	72	0	0		72	0	0	0
Distributions to noncontrolling unitholders	(5,480)	0	0		(3,755)	0	0	(1,725)
Change in ownership interests between periods	0	0	0		4,113	0	0	(4,113)
Deferred tax asset effective tax rate conversion	(1,411)	0	0		(1,007)	0	0	(404)
Repurchase of Class A common stock pursuant to publicly announced program	(6,017)	(4)	0		(4,131)	0	0	(1,882)
Repurchase of Class A common stock pursuant to publicly announced program, shares		(444)	0
Dividends on Class A common stock	(4,778)	0	0		0	0	(4,778)	0
Balance at Sep. 30, 2010	330,393	281	1		212,834	564	12,820	103,893
Balance, shares at Sep. 30, 2010		28,120	12,898
Balance at Dec. 31, 2010	342,564	302	1		232,644	1,400	16,923	91,294
Balance, shares at Dec. 31, 2010		30,166	11,151
Comprehensive income
Net income for the nine months ended September 30	18,574	0	0	18,574	0	0	11,569	7,005
Currency translation adjustment	(307)	0	0	(307)	0	(209)	0	(98)
Amortization of post-retirement benefits, net of tax	(81)	0	0	(81)	0	(61)	0	(20)
Total comprehensive income	18,186	0	0	18,186	0	(270)	11,569	6,887
Issuance of Class A common stock for acquisitions	2,925	2	0		2,174	0	0	749
Issuance of Class A common stock for acquisitions, shares		224	0
Exchange of New Class A Units	(1)	3	0		(4)	0	0	0
Exchange of New Class A Units, shares		331	(331)
Net issuance of restricted stock awards	(4,874)	16	0		(3,608)	0	0	(1,282)
Net issuance of restricted stock awards, shares		1,666	0
Adjustments to Tax Receivable Agreement as a result of the exchange of New Class A Units	451	0	0		451	0	0	0
Issuance for exercises of IPO Options	113	0	0		83	0	0	30
Issuance for exercises of IPO Options, shares		7	0
Forfeitures	(2)	(2)	0		0	0	0	0
Forfeitures, shares		(233)	(9)
Equity-based compensation	17,422	0	0		12,930	0	0	4,492
Income tax windfall/(shortfall) on equity-based compensation	867	0	0		867	0	0	0
Distributions to noncontrolling unitholders	(4,030)	0	0		(2,981)	0	0	(1,049)
Change in ownership interests between periods	0	0	0		5,503	0	0	(5,503)
Deferred tax asset effective tax rate conversion	406	0	0		371	0	0	35
Repurchase of Class A common stock pursuant to publicly announced program	(19,222)	(16)	0		(14,245)	0	0	(4,961)
Repurchase of Class A common stock pursuant to publicly announced program, shares		(1,615)	0
Dividends on Class A common stock	(7,439)	0	0		0	0	(7,439)	0
Balance at Sep. 30, 2011	$ 347,366	$ 305	$ 1		$ 234,185	$ 1,130	$ 21,053	$ 90,692
Balance, shares at Sep. 30, 2011		30,546	10,811

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Deferred Compensation Plan

9 Months Ended

Sep. 30, 2010

Deferred Compensation Plan [Abstract]

Compensation and Employee Benefit Plans [Text Block]

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, 2010. 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.

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Related Party Transactions

9 Months Ended

Sep. 30, 2011

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

RELATED PARTY TRANSACTIONS

Lovell Minnick Partners

Entities affiliated with Lovell Minnick Partners are holders of Class B common stock and an equivalent number of New Class A Units. 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, 2011		September 30, 2010
Distributions for taxes	$	398	$	751
Other distributions	868		615
	$	1,266	$	1,366

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

An affiliate of Lovell Minnick Partners engaged the Company to provide certain consulting services in which the Company recorded $122 of revenues during the nine months endedSeptember 30, 2011.

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.

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

	Nine Months Ended
	September 30, 2011		September 30, 2010
Distributions for taxes	$	543	$	1,036
Other distributions	1,206		854
	$	1,749	$	1,890

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

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Condensed Consolidated Statements of Income (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Revenues	$ 92,028	$ 84,427	$ 264,960	$ 262,333
Reimbursable expenses	2,395	2,403	7,361	7,163
Total revenues	94,423	86,830	272,321	269,496
Direct client service costs
Compensation and benefits (includes $4,316 and $3,430 of equity-based compensation for the three months ended September 30, 2011 and 2010, respectively, and $13,381 and $11,362 for the nine months ended September 30, 2011 and 2010, respectively)	50,705	48,369	146,672	147,382
Other direct client service costs	2,050	1,342	4,959	5,211
Acquisition retention expenses (includes $211 and $600 of equity-based compensation for the three and nine months ended September 30, 2011, respectively)	221	0	600	0
Reimbursable expenses	2,415	2,330	7,484	7,223
Direct client service costs	55,391	52,041	159,715	159,816
Operating expenses
Selling, general and administrative (includes $819 and $1,004 of equity-based compensation for the three months ended September 30, 2011 and 2010, respectively, and $3,111 and $4,462 for the nine months ended September 30, 2011 and 2010, respectively)	23,611	22,945	72,915	73,333
Depreciation and amortization	2,878	2,567	7,934	7,410
Restructuring charges (Note 10)	3,091	0	3,995	0
Merger and acquisition costs	335	76	801	397
Charge from impairment of certain intangible assets	0	0	0	674
Operating expenses	29,915	25,588	85,645	81,814
Operating income	9,117	9,201	26,961	27,866
Other expense/(income), net
Interest income	(14)	(29)	(69)	(106)
Interest expense	30	66	178	234
Other expense/(income)	10	(43)	3	189
Nonoperating expense/(income) including interest expense/income	26	(6)	112	317
Income before income taxes	9,091	9,207	26,849	27,549
Provision for income taxes	2,655	2,010	8,275	8,166
Net income	6,436	7,197	18,574	19,383
Less: Net income attributable to noncontrolling interest	2,404	3,088	7,005	8,494
Net income attributable to Duff & Phelps Corporation	$ 4,032	$ 4,109	$ 11,569	$ 10,889
Common Stock Class A
Weighted average shares of Class A common stock outstanding
Basic	26,945	24,873	27,050	24,972
Diluted	27,060	24,954	27,834	25,741
Net income per share attributable to stockholders of Class A common stock of Duff & Phelps Corporation (Note 4)
Basic	$ 0.14	$ 0.15	$ 0.41	$ 0.41
Diluted	$ 0.14	$ 0.15	$ 0.40	$ 0.40
Cash dividends declared per common share	$ 0.08	$ 0.06	$ 0.24	$ 0.17