Disclosure Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), which reflect the Company's current views with respect to, among other things, future events and financial performance. The Company generally identifies forward looking statements by terminology such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "could," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of those words or other comparable words. Any forward-looking statements contained in this discussion are based upon our historical performance and on our current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us, or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and the risk factors section that are included in our Annual Report on Form 10-K for the year ended December 31, 2011 and any subsequent filings of our Quarterly Reports on Form 10-Q. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this filing with the Securities and Exchange Commission. The Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Critical Accounting Policies and Estimates Management's discussion and analysis of the Company's financial condition and results of operations is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of 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 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, 2011. There have been no significant changes in new accounting pronouncements or in our critical accounting policies and estimates from those that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

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

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

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                 Financial Advisory                            Alternative Asset Advisory                       Investment Banking

                 Valuation Advisory                                Portfolio Valuation                             M&A Advisory

                    Tax Services                                 Complex Asset Solutions                       Transaction Opinions

        Dispute & Legal Management Consulting                         Due Diligence                       Global Restructuring Advisory

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

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

Results of Operations

Three months ended June 30, 2012 versus three months ended June 30, 2011
The results of operations are summarized as follows:
                                              Three Months Ended
                                            June 30,      June 30,        Unit         Percent
                                              2012          2011         Change        Change
Revenues                                   $ 114,489     $  87,886     $  26,603         30.3  %
Reimbursable expenses                          4,422         3,074         1,348         43.9  %
Total revenues                               118,911        90,960        27,951         30.7  %

Direct client service costs
Compensation and benefits                     62,171        49,059        13,112         26.7  %
Other direct client service costs              2,429         1,480           949         64.1  %
Acquisition retention expenses                 2,444           297         2,147        722.9  %
Reimbursable expenses                          4,400         3,132         1,268         40.5  %
                                              71,444        53,968        17,476         32.4  %

Operating expenses
Selling, general and administrative           28,718        24,982         3,736         15.0  %
Depreciation and amortization                  4,348         2,567         1,781         69.4  %
Restructuring charges                            239           904          (665 )      (73.6 )%
Transaction and integration costs                844           272           572        210.3  %
                                              34,149        28,725         5,424         18.9  %

Operating income                              13,318         8,267         5,051         61.1  %

Other expense/(income), net
Interest income                                   (5 )         (27 )          22         81.5  %
Interest expense                                 217            91           126        138.5  %
Other expense                                    473             -           473           N/A
                                                 685            64           621        970.3  %

Income before income taxes                    12,633         8,203         4,430         54.0  %
Provision for income taxes                     4,894         2,556         2,338         91.5  %
Net income                                     7,739         5,647         2,092         37.0  %
Less: Net income attributable to
noncontrolling interest                        1,146         2,223        (1,077 )      (48.4 )%
Net income attributable to Duff & Phelps
Corporation                                    6,593     $   3,424         3,169         92.6  %

Other financial and operating data
Adjusted EBITDA(a)                         $  21,144     $  12,363     $   8,781         71.0  %
Adjusted EBITDA(a) as a percentage of
revenues                                        18.5 %        14.1 %         4.4 %       31.3  %
Adjusted Pro Forma Net Income(a)           $   9,722     $   5,771     $   3,951         68.5  %
Adjusted Pro Forma Net Income per fully
exchanged, fully diluted share
outstanding(a)                             $    0.25     $    0.15     $    0.10         66.7  %
End of period managing directors                 191           159            32         20.1  %
End of period client service
professionals                                  1,007           780           227         29.1  %

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

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

                              Reconciliation of Adjusted EBITDA
                                                                    Three Months Ended
                                                                  June 30,       June 30,
                                                                    2012           2011
  Net income attributable to Duff & Phelps Corporation          $    6,593     $    3,424
  Net income attributable to noncontrolling interest                 1,146          2,223
  Provision for income taxes                                         4,894          2,556
  Other expense/(income), net                                          685             64
  Operating income                                                  13,318          8,267
  Depreciation and amortization                                      4,348          2,567
  Equity-based compensation associated with Legacy Units and
  IPO Options(1)                                                       (49 )           56
  Acquisition retention expenses                                     2,444            297
  Restructuring charges                                                239            904
  Transaction and integration costs                                    844            272
  Adjusted EBITDA                                               $   21,144     $   12,363

Reconciliation of Adjusted Pro Forma Net Income

                                                                    Three Months Ended
                                                                 June 30,        June 30,
                                                                   2012            2011
  Net income attributable to Duff & Phelps Corporation        $     6,593      $     3,424
  Net income attributable to noncontrolling interest                1,146            2,223
  Equity-based compensation associated with Legacy Units
  and IPO Options(1)                                                  (49 )             56
  Acquisition retention expenses                                    2,444              297
  Restructuring charges                                               239              904
  Transaction and integration costs                                   844              272
  Adjustment to provision for income taxes(2)                      (1,495 )         (1,405 )
  Adjusted Pro Forma Net Income, as defined                   $     9,722      $     5,771

  Fully diluted weighted average shares of Class A common
  stock                                                            35,076           28,067
  Weighted average New Class A Units outstanding                    3,961           10,947
  Pro forma fully exchanged, fully diluted shares
  outstanding                                                      39,037           39,014

  Adjusted Pro Forma Net Income per fully exchanged, fully
  diluted share outstanding                                   $      0.25      $      0.15


  _______________

Revenues
Revenues excluding reimbursable expenses increased $26,603 or 30.3% to $114,489
for the three months ended June 30, 2012, compared to $87,886 for the three
months ended June 30, 2011. The increase in revenues primarily resulted from an
increase in revenues from our Investment Banking and Financial Advisory
segments, partially offset by a decrease in revenues from our Alternative Asset
Advisory segment, as summarized in the following table:
                                              Three Months Ended
                                             June 30,      June 30,      Dollar     Percent
                                               2012          2011        Change      Change
Financial Advisory
 Valuation Advisory                        $    33,610    $  32,604    $  1,006       3.1  %
 Tax Services(a)                                13,035       15,128      (2,093 )   (13.8 )%
 Dispute & Legal Management Consulting          19,979       13,005       6,974      53.6  %
                                                66,624       60,737       5,887       9.7  %
Alternative Asset Advisory
 Portfolio Valuation                             6,059        6,220        (161 )    (2.6 )%
 Complex Asset Solutions                         4,048        4,125         (77 )    (1.9 )%
 Due Diligence                                   2,312        4,070      (1,758 )   (43.2 )%
                                                12,419       14,415      (1,996 )   (13.8 )%
Investment Banking
 M&A Advisory(b)                                14,953        1,853      13,100     707.0  %
 Transaction Opinions                            8,171        7,266         905      12.5  %
 Global Restructuring Advisory(c)               12,322        3,615       8,707     240.9  %
                                                35,446       12,734      22,712     178.4  %
Total Revenues (excluding reimbursables)   $   114,489    $  87,886    $ 26,603      30.3  %


_______________

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

Our Alternative Asset Advisory segment was primarily impacted by lower revenues from Due Diligence as the result of a meaningful engagement in the corresponding prior year quarter.

Our Investment Banking segment benefited from higher revenues from all business units. The increase in revenues from M&A Advisory primarily resulted from our acquisitions of Growth Capital Partners and Pagemill and more success fees in the remainder of the M&A Advisory business. The increase in revenues from Global Restructuring Advisory primarily resulted from our acquisitions of MCR and the Toronto-based restructuring practice of RSM Richter, partially offset by a decrease in revenues from our domestic restructuring business. Revenues from our Transaction Opinions business increased as a result of

the number of opinions issued.

Our client service headcount increased to 1007 client service professionals at June 30, 2012, compared to 993 client service professionals at December 31, 2011. In addition, we had 191 client service managing directors at June 30, 2012, compared to 192 at December 31, 2011.

Direct Client Service Costs
Direct client service costs increased $17,476 or 32.4% to $71,444 for the three
months ended June 30, 2012, compared to $53,968 for the three months ended
June 30, 2011. Direct client service costs include compensation and benefits for
client service employees, fees payable to contractors and other expenses related
to the execution of engagements.

The following table adjusts direct client service costs for equity-based
compensation associated with Legacy Units and IPO Options, acquisition retention
expenses and reimbursable expenses:
                                                                  Three Months Ended
                                                                June 30,      June 30,
                                                                  2012          2011
Revenues (excluding reimbursables)                             $ 114,489     $  87,886

Total direct client service costs                              $  71,444     $  53,968
Less: equity-based compensation associated with Legacy Units
and IPO Options                                                       47            55
Less: acquisition retention expenses                              (2,444 )        (297 )
Less: reimbursable expenses                                       (4,400 )      (3,132 )
Direct client service costs, as adjusted                       $  64,647     $  50,594

Direct client service costs, as adjusted, as a percentage of
revenues                                                            56.5 %        57.6 %

Direct client service costs, as adjusted, increased between periods primarily as the result of higher compensation from an increase in headcount between periods primarily from our acquisitions.

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

Operating Expenses
Operating expenses increased $5,424 or 18.9% to $34,149 for the three months
ended June 30, 2012, compared to $28,725 for the three months ended June 30,
2011. The following table adjusts operating expenses for equity-based
compensation associated with Legacy Units and IPO Options, depreciation and
amortization, restructuring charges and transaction and integration costs:
                                                                  Three Months Ended
                                                                June 30,      June 30,
                                                                  2012          2011
Revenues (excluding reimbursables)                             $ 114,489     $  87,886

Total operating expenses                                       $  34,149     $  28,725
Less: equity-based compensation associated with Legacy Units
and IPO Options                                                        2          (111 )
Less: depreciation and amortization                               (4,348 )      (2,567 )
Less: restructuring charges                                         (239 )        (904 )
Less: transaction and integration costs                             (844 )        (272 )
Operating expenses, as adjusted                                $  28,720     $  24,871

Operating expenses, as adjusted, as a percentage of revenues        25.1 %        28.3 %

Operating expenses, as adjusted, increased between periods primarily as the result of higher operating costs primarily from our acquisitions.

In June 2011, the Company identified opportunities for cost savings through office consolidations of underutilized space and workforce reductions of non-client service professionals. In March 2012, the Company identified opportunities for cost savings through the elimination of our M&A Advisory practice in France and certain Investment Banking positions in France. The Company incurred restructuring charges of $239 during the three months ended June 30, 2012 for changes in estimates of original assumptions related to the June 2011 initiative.

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

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

Provision for Income Taxes
The provision for income taxes was $4,894 or 38.7% of income before income taxes for the three months ended June 30, 2012, compared to $2,556 or 31.2% of income before income taxes for the three months ended June 30, 2011. The U.S. statutory income tax rate of 35% plus state and local statutory rates were decreased to . . .