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 June 30, 2009





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 52nd Street,
31st
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 o  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 oSmaller 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 23,956,373 as of July 15, 2009.  The number of
shares outstanding of the registrant’s Class B common stock, par value $0.0001
per share, was 16,248,161 as of July 15, 2009.












DUFF
& PHELPS CORPORATION


AND
SUBSIDIARIES
  TABLE
OF CONTENTS


Part I.
                        Financial
      InformationItem 1.
                        Financial
      Statements
                        
                        
                        1Item 2.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                        
                        
                        26Item 3.
                        Quantitative
      and Qualitative Disclosures About Market Risk.
                        
                        
                        49Item 4.
                        Controls
      and Procedures.
                        
                        
                        49Part II.
                        Other
      InformationItem 1.
                        Legal
      Proceedings
                        
                        
                        50Item
      1A.
                        Risk
      Factors
                        
                        
                        50Item 2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        
                        
                        50Item 3.
                        Defaults
      Upon Senior Securities
                        
                        
                        50Item 4.
                        Submission
      of Matters to a Vote of Security Holders
                        
                        
                        51Item 5.
                        Other
      Information
                        
                        
                        51Item 6.
                        Exhibits
                        
                        
                        51Signatures
                        
                        
                        
                        52










PART
I – FINANCIAL INFORMATION





Item
1.  Financial Statements.





DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(In
thousands, except per share amounts)


(Unaudited)





Three Months Ended
                
                
                Six Months EndedJune
      30,
                
                
                June
      30,
                
                
                June
      30,
                
                
                June
      30,2009
                
                
                2008
                
                
                2009
                
                
                2008Revenues
                
                $
                90,053
                
                
                $
                97,801
                
                
                $
                179,318
                
                
                $
                190,954Reimbursable
      expenses
                
                
                2,626
                
                
                
                2,837
                
                
                
                4,663
                
                
                
                5,165Total
      revenues
                
                
                92,679
                
                
                
                100,638
                
                
                
                183,981
                
                
                
                196,119Direct
      client service costsCompensation
      and benefits (including $5,075 and $5,006 of equity-based compensation for
      the three months ended June 30, 2009 and 2008, respectively, and $9,338
      and $9,630 for the six months ended June 30, 2009 and 2008,
      respectively)
                
                
                51,698
                
                
                
                55,952
                
                
                
                102,828
                
                
                
                108,996Other
      direct client service costs
                
                
                1,543
                
                
                
                1,796
                
                
                
                2,847
                
                
                
                3,418Acquisition
      retention expenses
                
                
                -
                
                
                
                266
                
                
                
                -
                
                
                
                576Reimbursable
      expenses
                
                
                2,637
                
                
                
                2,844
                
                
                
                4,652
                
                
                
                5,113Subtotal
                
                
                55,878
                
                
                
                60,858
                
                
                
                110,327
                
                
                
                118,103Operating
      expensesSelling,
      general and administrative expenses (including $1,665 and $2,606 of
      equity-based compensation for the three months ended June 30, 2009 and
      2008, respectively, and $3,556 and $5,319 for the six months ended June
      30, 2009 and 2008, respectively)
                
                
                24,488
                
                
                
                27,740
                
                
                
                49,428
                
                
                
                53,763Depreciation
      and amortization
                
                
                2,556
                
                
                
                2,281
                
                
                
                5,118
                
                
                
                4,457Subtotal
                
                
                27,044
                
                
                
                30,021
                
                
                
                54,546
                
                
                
                58,220Operating
      income
                
                
                9,757
                
                
                
                9,759
                
                
                
                19,108
                
                
                
                19,796Other
      expense/(income)Interest
      income
                
                
                (3
                )
                
                
                (81
                )
                
                
                (17
                )
                
                
                (564
                )Interest
      expense
                
                
                333
                
                
                
                749
                
                
                
                988
                
                
                
                1,722Loss
      on early extinguishment of debt
                
                
                1,737
                
                
                
                -
                
                
                
                1,737
                
                
                
                -Other
      expense
                
                
                70
                
                
                
                (662
                )
                
                
                87
                
                
                
                (71
                )Subtotal
                
                
                2,137
                
                
                
                6
                
                
                
                2,795
                
                
                
                1,087Income
      before income taxes
                
                
                7,620
                
                
                
                9,753
                
                
                
                16,313
                
                
                
                18,709Provision
      for income taxes
                
                
                2,421
                
                
                
                2,731
                
                
                
                4,533
                
                
                
                4,995Net
      income
                
                
                5,199
                
                
                
                7,022
                
                
                
                11,780
                
                
                
                13,714Less:  Net
      income attributable to noncontrolling interest
                
                
                3,465
                
                
                
                5,762
                
                
                
                8,281
                
                
                
                11,039Net
      income attributable to Duff & Phelps Corporation
                
                $
                1,734
                
                
                $
                1,260
                
                
                $
                3,499
                
                
                $
                2,675Weighted
      average shares of Class A common stock outstandingBasic
                
                
                17,356
                
                
                
                13,134
                
                
                
                15,428
                
                
                
                13,099Diluted
                
                
                18,111
                
                
                
                13,430
                
                
                
                16,045
                
                
                
                13,287Net
      income per share attributable to stockholders of Class A common stock
      of Duff & Phelps Corporation (Note 5)Basic
                
                $
                0.10
                
                
                $
                0.09
                
                
                $
                0.21
                
                
                $
                0.19Diluted
                
                $
                0.09
                
                
                $
                0.09
                
                
                $
                0.20
                
                
                $
                0.19Cash
      dividends declared per common share
                
                $
                0.05
                
                
                $
                -
                
                
                $
                0.05
                
                
                $
                -





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)





June
      30,
                                            
                                            
                                            December
      31,2009
                                            
                                            
                                            2008(Unaudited)ASSETSCurrent
      assetsCash
      and cash equivalents
                                            
                                            $
                                            58,588
                                            
                                            
                                            $
                                            81,381Restricted
      cash
                                            
                                            
                                            4,043
                                            
                                            
                                            
                                            -Accounts
      receivable, net
                                            
                                            
                                            59,678
                                            
                                            
                                            
                                            55,876Unbilled
      services
                                            
                                            
                                            26,874
                                            
                                            
                                            
                                            17,938Prepaid
      expenses and other current assets
                                            
                                            
                                            5,334
                                            
                                            
                                            
                                            6,599Net
      deferred income taxes, current
                                            
                                            
                                            1,889
                                            
                                            
                                            
                                            4,304Total
      current assets
                                            
                                            
                                            156,406
                                            
                                            
                                            
                                            166,098Property
      and equipment, net
                                            
                                            
                                            29,028
                                            
                                            
                                            
                                            28,350Goodwill
                                            
                                            
                                            117,036
                                            
                                            
                                            
                                            116,456Intangible
      assets, net
                                            
                                            
                                            29,773
                                            
                                            
                                            
                                            32,197Other
      assets
                                            
                                            
                                            2,461
                                            
                                            
                                            
                                            3,541Investments
      related to deferred compensation plan (Note 10)
                                            
                                            
                                            14,765
                                            
                                            
                                            
                                            7,946Net
      deferred income taxes, non-current
                                            
                                            
                                            91,788
                                            
                                            
                                            
                                            61,609Total
      non-current assets
                                            
                                            
                                            284,851
                                            
                                            
                                            
                                            250,099Total
      assets
                                            
                                            $
                                            441,257
                                            
                                            
                                            $
                                            416,197LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                                            
                                            $
                                            2,739
                                            
                                            
                                            $
                                            3,692Accrued
      expenses
                                            
                                            
                                            3,257
                                            
                                            
                                            
                                            4,424Accrued
      compensation and benefits
                                            
                                            
                                            13,549
                                            
                                            
                                            
                                            39,282Accrued
      benefits related to deferred compensation plan (Note 10)
                                            
                                            
                                            15,060
                                            
                                            
                                            
                                            8,479Deferred
      revenue
                                            
                                            
                                            4,506
                                            
                                            
                                            
                                            3,280Equity-based
      compensation liability
                                            
                                            
                                            188
                                            
                                            
                                            
                                            1,115Current
      portion of long-term debt (Note 8)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            794Current
      portion due to non-controlling unitholders
                                            
                                            
                                            3,148
                                            
                                            
                                            
                                            3,148Total
      current liabilities
                                            
                                            
                                            42,447
                                            
                                            
                                            
                                            64,214Long-term
      debt, less current portion (Note 8)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            42,178Other
      long-term liabilities
                                            
                                            
                                            17,036
                                            
                                            
                                            
                                            16,715Due
      to non-controlling unitholders, less current portion
                                            
                                            
                                            88,879
                                            
                                            
                                            
                                            55,331Total
      non-current liabilities
                                            
                                            
                                            105,915
                                            
                                            
                                            
                                            114,224Total
      liabilities
                                            
                                            
                                            148,362
                                            
                                            
                                            
                                            178,438Commitments
      and contingencies (Note 11)Stockholders'
      equityPreferred
      stock (50,000 shares authorized; zero issued and
    outstanding)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Class
      A common stock, par value $0.01 per share (100,000 shares authorized;
      23,924 and 14,719 shares issued and outstanding at June 30, 2009 and
      December 31, 2008, respectively)
                                            
                                            
                                            239
                                            
                                            
                                            
                                            147Class
      B common stock, par value $0.0001 per share (50,000 shares authorized;
      16,248 and 20,889 shares issued and outstanding at June 30, 2009 and
      December 31, 2008, respectively)
                                            
                                            
                                            2
                                            
                                            
                                            
                                            2Additional
      paid-in capital
                                            
                                            
                                            171,749
                                            
                                            
                                            
                                            100,985Accumulated
      other comprehensive income
                                            
                                            
                                            504
                                            
                                            
                                            
                                            122Retained
      earnings/(accumulated deficit)
                                            
                                            
                                            1,183
                                            
                                            
                                            
                                            (1,127
                                            )Total
      stockholders' equity of Duff & Phelps Corporation
                                            
                                            
                                            173,677
                                            
                                            
                                            
                                            100,129Noncontrolling
      interest
                                            
                                            
                                            119,218
                                            
                                            
                                            
                                            137,630Total
      stockholders' equity
                                            
                                            
                                            292,895
                                            
                                            
                                            
                                            237,759Total
      liabilities and stockholders' equity
                                            
                                            $
                                            441,257
                                            
                                            
                                            $
                                            416,197





See
accompanying notes to the condensed consolidated financial
statements.





2





DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(In
thousands)


(Unaudited)





Six Months EndedJune
      30,
                  
                  
                  June
      30,2009
                  
                  
                  2008Cash
      flows from operating activities:Net
      income
                  
                  $
                  11,780
                  
                  
                  $
                  13,714Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
                  
                  
                  5,118
                  
                  
                  
                  4,457Equity-based
      compensation
                  
                  
                  12,894
                  
                  
                  
                  14,949Bad
      debt expense
                  
                  
                  1,362
                  
                  
                  
                  610Net
      deferred income taxes
                  
                  
                  5,784
                  
                  
                  
                  5,683Loss
      on early extinguishment of debt
                  
                  
                  1,674
                  
                  
                  
                  -Other
                  
                  
                  (357
                  )
                  
                  
                  734Changes
      in assets and liabilities providing/(using) cash:Accounts
      receivable
                  
                  
                  (5,189
                  )
                  
                  
                  (8,276
                  )Unbilled
      services
                  
                  
                  (8,936
                  )
                  
                  
                  (2,358
                  )Prepaid
      expenses and other current assets
                  
                  
                  1,515
                  
                  
                  
                  489Other
      assets
                  
                  
                  (1,221
                  )
                  
                  
                  333Accounts
      payable and accrued expenses
                  
                  
                  (2,019
                  )
                  
                  
                  (5,741
                  )Accrued
      compensation and benefits
                  
                  
                  (21,259
                  )
                  
                  
                  (35,124
                  )Deferred
      revenues
                  
                  
                  1,226
                  
                  
                  
                  (649
                  )Other
      liabilities
                  
                  
                  -
                  
                  
                  
                  234Net
      cash provided by/(used in) operating activities
                  
                  
                  2,372
                  
                  
                  
                  (10,945
                  )Cash
      flows from investing activities:Purchase
      of property and equipment
                  
                  
                  (3,872
                  )
                  
                  
                  (3,939
                  )Business
      acquisitions, net of cash acquired
                  
                  
                  -
                  
                  
                  
                  (7,597
                  )Purchase
      of investments for deferred compensation plan
                  
                  
                  (5,684
                  )
                  
                  
                  (9,551
                  )Proceeds
      from sale of investments in deferred compensation plan
                  
                  
                  -
                  
                  
                  
                  1,692Net
      cash used in investing activities
                  
                  
                  (9,556
                  )
                  
                  
                  (19,395
                  )Cash
      flows from financing activities:Net
      proceeds from sale of Class A common stock
                  
                  
                  111,871
                  
                  
                  
                  -Proceeds
      from exercises of IPO Options
                  
                  
                  343
                  
                  
                  
                  -Redemption
      of noncontrolling unitholders
                  
                  
                  (67,112
                  )
                  
                  
                  -Repayments
      of debt
                  
                  
                  (42,763
                  )
                  
                  
                  (397
                  )Distributions
      and other payments to noncontrolling unitholders
                  
                  
                  (12,370
                  )
                  
                  
                  (7,766
                  )Increase
      in restricted cash
                  
                  
                  (4,043
                  )
                  
                  
                  -Dividends
                  
                  
                  (1,197
                  )
                  
                  
                  -Repurchases
      of Class A common stock
                  
                  
                  (740
                  )
                  
                  
                  -Fees
      associated with early extinguishment of debt
                  
                  
                  (63
                  )
                  
                  
                  -Excess
      tax shortfall from equity-based awards
                  
                  
                  (70
                  )
                  
                  
                  -Net
      cash used in financing activities
                  
                  
                  (16,144
                  )
                  
                  
                  (8,163
                  )Effect
      of exchange rate on cash and cash equivalents
                  
                  
                  535
                  
                  
                  
                  750Net
      increase/(decrease) in cash and cash equivalents
                  
                  
                  (22,793
                  )
                  
                  
                  (37,753
                  )Cash
      and cash equivalents at beginning of period
                  
                  
                  81,381
                  
                  
                  
                  90,243Cash
      and cash equivalents at end of period
                  
                  $
                  58,588
                  
                  
                  $
                  52,490





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
    CorporationAccumulated
                                
                                
                                RetainedTotal
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                Other
                                
                                
                                Earnings/Stockholders'
                                
                                
                                Comprehensive
                                
                                
                                Common
      Stock - Class A
                                
                                
                                Common
      Stock - Class B
                                
                                
                                Additional
                                
                                
                                Comprehensive
                                
                                
                                (Accumulated
                                
                                
                                NoncontrollingEquity
                                
                                
                                Income
                                
                                
                                Shares
                                
                                
                                Dollars
                                
                                
                                Shares
                                
                                
                                Dollars
                                
                                
                                Paid-in-Capital
                                
                                
                                Income
                                
                                
                                Deficit)
                                
                                
                                InterestBalance
      as of December 31, 2008
                                
                                $
                                237,759
                                
                                
                                
                                
                                
                                
                                14,719
                                
                                
                                $
                                147
                                
                                
                                
                                20,889
                                
                                
                                $
                                2
                                
                                
                                $
                                100,985
                                
                                
                                $
                                122
                                
                                
                                $
                                (1,127
                                )
                                
                                $
                                137,630Comprehensive
      incomeNet
      income for the six months ended June 30, 2009
                                
                                
                                11,780
                                
                                
                                $
                                11,780
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                3,499
                                
                                
                                
                                8,281Currency
      translation adjustment
                                
                                
                                534
                                
                                
                                
                                534
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                498
                                
                                
                                
                                -
                                
                                
                                
                                36Amortization
      of post-retirement benefits
                                
                                
                                16
                                
                                
                                
                                16
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                9
                                
                                
                                
                                -
                                
                                
                                
                                7Total
      comprehensive income/(loss)
                                
                                
                                12,330
                                
                                
                                $
                                12,330
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                507
                                
                                
                                
                                3,499
                                
                                
                                
                                8,324Sale
      of Class A common stock
                                
                                
                                111,840
                                
                                
                                
                                
                                
                                
                                
                                8,050
                                
                                
                                
                                81
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                111,759
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Allocation
      of noncontrolling interest in D&P Acquisitions
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (62,153
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                62,153Issuance
      of Class A common stock
                                
                                
                                180
                                
                                
                                
                                
                                
                                
                                
                                10
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                78
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                102Net
      issuance of restricted stock awards
                                
                                
                                (726
                                )
                                
                                
                                
                                
                                
                                
                                1,230
                                
                                
                                
                                13
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (739
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Redemption
      of New Class A Units
                                
                                
                                (67,112
                                )
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (4,550
                                )
                                
                                
                                -
                                
                                
                                
                                (29,060
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (38,052
                                )Adjustment
      to Tax Receivable Agreement as a result of the redemption of New
      Class A Units
                                
                                
                                (543
                                )
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (543
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Exercise
      of IPO Options
                                
                                
                                312
                                
                                
                                
                                
                                
                                
                                
                                20
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                312
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Forfeitures
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                (105
                                )
                                
                                
                                (2
                                )
                                
                                
                                (91
                                )
                                
                                
                                -
                                
                                
                                
                                2
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Equity-based
      compensation
                                
                                
                                13,821
                                
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                6,782
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                7,039Income
      tax benefit on equity-based compensation
                                
                                
                                (71
                                )
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (71
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Distributions
      to noncontrolling unitholders
                                
                                
                                (12,370
                                )
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (5,915
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (6,455
                                )Change
      in ownership interests between periods
                                
                                
                                -
                                
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                51,648
                                
                                
                                
                                (125
                                )
                                
                                
                                -
                                
                                
                                
                                (51,523
                                )Adjustment
      to due to noncontrolling unitholders
                                
                                
                                (3,579
                                )
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (3,579
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Deferred
      tax asset effective tax rate conversion
                                
                                
                                2,243
                                
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                2,243
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Dividends
      on Class A common stock
                                
                                
                                (1,189
                                )
                                
                                
                                
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (1,189
                                )
                                
                                
                                -Balance
      as of June 30, 2009
                                
                                $
                                292,895
                                
                                
                                
                                
                                
                                
                                
                                23,924
                                
                                
                                $
                                239
                                
                                
                                
                                16,248
                                
                                
                                $
                                2
                                
                                
                                $
                                171,749
                                
                                
                                $
                                504
                                
                                
                                $
                                1,183
                                
                                
                                $
                                119,218




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
    CorporationAccumulated
                              
                              
                              RetainedTotal
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              Other
                              
                              
                              Earnings/Stockholders'
                              
                              
                              Comprehensive
                              
                              
                              Common
      Stock - Class A
                              
                              
                              Common
      Stock - Class B
                              
                              
                              Additional
                              
                              
                              Comprehensive
                              
                              
                              (Accumulated
                              
                              
                              NoncontrollingEquity
                              
                              
                              Income
                              
                              
                              Shares
                              
                              
                              Dollars
                              
                              
                              Shares
                              
                              
                              Dollars
                              
                              
                              Paid-in-Capital
                              
                              
                              Income/(Loss)
                              
                              
                              Deficit)
                              
                              
                              InterestBalance
      as of December 31, 2007
                              
                              $
                              181,483
                              
                              
                              $
                              -
                              
                              
                              
                              13,125
                              
                              
                              $
                              131
                              
                              
                              
                              21,090
                              
                              
                              $
                              2
                              
                              
                              $
                              75,589
                              
                              
                              $
                              134
                              
                              
                              $
                              (6,352
                              )
                              
                              $
                              111,979Comprehensive
      incomeNet
      income for the three months ended June 30, 2008
                              
                              
                              13,714
                              
                              
                              
                              13,714
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,675
                              
                              
                              
                              11,039Currency
      translation adjustment
                              
                              
                              750
                              
                              
                              
                              750
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              304
                              
                              
                              
                              -
                              
                              
                              
                              446Amortization
      of post-retirement benefits
                              
                              
                              24
                              
                              
                              
                              24
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10
                              
                              
                              
                              -
                              
                              
                              
                              14Total
      comprehensive income/(loss)
                              
                              
                              14,488
                              
                              
                              $
                              14,488
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              314
                              
                              
                              
                              2,675
                              
                              
                              
                              11,499Issuance
      of common stock
                              
                              
                              1,469
                              
                              
                              
                              
                              
                              
                              
                              80
                              
                              
                              
                              1
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              594
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              874Issuance
      of restricted stock awards
                              
                              
                              11
                              
                              
                              
                              
                              
                              
                              
                              1,116
                              
                              
                              
                              11
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Forfeitures
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              (6
                              )
                              
                              
                              -
                              
                              
                              
                              (40
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Equity-based
      compensation
                              
                              
                              15,009
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              6,214
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              8,795Income
      tax benefit on equity-based compensation
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Distributions
      to non-controlling unitholders
                              
                              
                              (7,766
                              )
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (3,111
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (4,655
                              )Change
      in ownership interests between periods
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              4,138
                              
                              
                              
                              7
                              
                              
                              
                              -
                              
                              
                              
                              (4,145
                              )Other
                              
                              
                              344
                              
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (321
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              665Balance
      as of June 30, 2008
                              
                              $
                              205,038
                              
                              
                              
                              
                              
                              
                              
                              14,315
                              
                              
                              $
                              143
                              
                              
                              
                              21,050
                              
                              
                              $
                              2
                              
                              
                              $
                              83,103
                              
                              
                              $
                              455
                              
                              
                              $
                              (3,677
                              )
                              
                              $
                              125,012





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, corporate finance consulting and investment banking
services.  Its mission is to help its clients protect, maximize and
recover value.  The foundation of its services is its ability to
provide independent advice on issues involving highly technical and complex
assessments in the areas of valuation, taxation, dispute consulting, financial
restructuring and M&A advisory.  The Company believes the Duff
& Phelps brand is associated with a high level of professional service and
integrity, knowledge leadership and independent, trusted advice.  The
Company serves a global client base through offices in 24 cities, comprised of
offices in 18 U.S. cities, including New York, Chicago, Dallas and Los Angeles,
and six international offices located in Amsterdam, London, Munich, Paris,
Shanghai and Tokyo.





Note
2   -   BASIS OF PRESENTATION





The
Company was incorporated on April 23, 2007 as a Delaware corporation and formed
as a holding company for the purpose of facilitating an initial public offering
(“IPO”) of the Company’s common equity and to become the sole managing member of
Duff & Phelps Acquisitions, LLC and subsidiaries (“D&P
Acquisitions”).





IPO
and Related Transactions





As a
result of the IPO and the Recapitalization Transactions (as defined and
described below), the Company became the sole managing member of and has a
controlling interest in D&P Acquisitions.  The Company’s only
business is to act as the sole managing member of D&P Acquisitions, and, as
such, the Company operates and controls all of the business and affairs of
D&P Acquisitions and consolidates the financial results of D&P
Acquisitions into the Company’s consolidated financial statements effective as
of the close of business October 3, 2007.





Immediately
prior to the closing of the IPO of the Company on October 3, 2007, D&P
Acquisitions effectuated certain transactions intended to simplify the capital
structure of D&P Acquisitions (the “Recapitalization
Transactions”).  Prior to the Recapitalization Transactions, D&P
Acquisitions' capital structure consisted of seven different classes of
membership interests (Classes A through G, collectively “Legacy Units”), each of
which had different capital accounts and amounts of aggregate distributions
above which its holders share in future distributions.  The net effect
of the Recapitalization Transactions was to convert the multiple-class structure
into a single new class of units called “New Class A Units.”


Pursuant
to the Recapitalization Transactions and IPO, the Company issued a number of
shares of Class B common stock to existing unitholders of D&P Acquisitions
in an aggregate amount equal to the number of New Class A Units held by existing
unitholders of D&P Acquisitions.  The IPO, Recapitalization
Transactions and the Company’s capital structure are further detailed in its
Annual Report on Form 10-K for the year ended December 31, 2008.





Offering
of Class A Common Stock





On May
18, 2009, the Company consummated a follow-on offering with the sale of 8,050
newly issued shares of Class A common stock at $14.75 per share, less an
underwriting discount of $0.7375 per share, as summarized in the following
table:





Stock
      subscription of 7,000 shares at $14.75 per share
                      
                      $
                      103,250Over
      allotment of 1,050 shares at $14.75 per share
                      
                      
                      15,488Underwriting
      discount of 8,050 shares at $0.7375 per share
                      
                      
                      (5,937
                      )Offering
      related expenses
                      
                      
                      (961
                      )Net
      proceeds
                      
                      $
                      111,840




6




DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





The
Company used $67,112 of net proceeds to redeem 3,500 New Class A Units of
D&P Acquisitions held by entities affiliated with Lovell Minnick Partners
and Vestar Capital Partners and 1,050 New Class A Units of D&P Acquisitions
held by employees (including executive officers), directors and entities
affiliated with directors.  Units were redeemed at a price per unit
equal to the public offering price.  In connection with the
redemption, a corresponding number of shares of Class B common stock were
cancelled.  In addition, the Company used $42,366 of the net proceeds
to repay outstanding borrowings and terminated its credit facility (see Note
8).  In connection with the repayment, the Company incurred a
nonrecurring charge of $1,737 to reflect the accelerated amortization of the
debt discount and issuance costs of which $1,674 was non-cash.





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 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 by
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, 2008 was derived from audited financial
statements, but does not include all disclosures required by accounting
principles generally accepted in the United States of
America.  Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles 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.





Recently
Adopted Accounting Pronouncements





In June
2009, the Company adopted Statement of Financial Accounting Standards (“SFAS”)
SFAS No. 165, Subsequent
Events.  SFAS 165 establishes principles and requirements for
subsequent events and sets forth (a) the period after the balance sheet date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (b) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (c) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet
date.  The adoption of SFAS 165 did not have a material impact on the
Company’s consolidated financial position or results of operations.





Effective
January 1, 2009, the Company implemented SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements (“SFAS 160”), an amendment to ARB No.
51, Consolidated Financial
Statements.  The implementation of this standard primarily
effected the presentation of the Company’s consolidated financial statements
whereby noncontrolling interest is presented as a component of stockholders’
equity.  The presentation and disclosure requirements were applied
retrospectively for all periods presented.





Effective
January 1, 2009, the Company adopted SFAS No. 141 (Revised 2007), Business Combinations (“SFAS
141(R)”).  SFAS 141(R) requires the acquiring entity in a business
combination to recognize the full fair value of assets acquired and liabilities
assumed in the transaction, establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed, requires
expensing of most transaction costs, and requires the acquirer to disclose to
investors and other users all of the information needed to evaluate and
understand the nature and financial effect of the business
combination.  The effect this pronouncement will have on the Company
is dependent upon each specific acquisition which may or may not occur in the
current or future periods.


7


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Effective
January 1, 2009, the Company adopted the remaining provisions of SFAS No. 157,
Fair Value Measurements
(“SFAS 157”), related to fair-value measurements of certain nonfinancial assets
and liabilities.  The adoption of the remaining provisions of SFAS 157
did not have a material impact on the Company’s consolidated financial position
or results of operations.





Recently
Issued Accounting Pronouncements





In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
The FASB Accounting Standards
CodificationTMand the Hierarchy of Generally
Accepted Accounting Principles.  SFAS 168 establishes the FASB
Accounting Standards CodificationTM
(“Codification”) to become the source of authoritative U.S. generally accepted
accounting principles (“U.S. GAAP”) recognized by the FASB to be applied by
nongovernmental entities.  Rules and interpretive releases of the
Securities and Exchange Commission (“SEC”) under authority of federal securities
laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168
and the Codification are effective for financial statements issued for interim
and annual periods ending after September 15, 2009.  The adoption of
SFAS 168 will not have a material impact on the Company’s consolidated financial
position or results of operations.





Critical
Accounting Policies





There have been noothersignificant changes in new accounting
pronouncements or in our critical accounting policies and estimates from those
that were disclosed in our Annual Report on Form10-K for the year ended December 31,2008.  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, 2008.  The financial data for the interim
periods may not necessarily be indicative of results to be expected for the
year.


8


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note
3   -   NONCONTROLLING INTEREST





The
Company has sole voting power in and controls the management of D&P
Acquisitions, and it owns a majority economic interest in D&P Acquisitions
(59.6% at June 30, 2009).  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.  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 New Class A Units owned
by such unitholders.  The ownership of the New Class A Units is
summarized as follows:





Duff &
                  
                  
                  Non-Phelps
                  
                  
                  ControllingCorporation
                  
                  
                  Unitholders
                  
                  
                  TotalDecember 31,
      2008
                  
                  
                  14,719
                  
                  
                  
                  20,889
                  
                  
                  
                  35,608Sale of Class A common
      stock
                  
                  
                  8,050
                  
                  
                  
                  -
                  
                  
                  
                  8,050Issuance of Class A common
      stock
                  
                  
                  10
                  
                  
                  
                  -
                  
                  
                  
                  10Redemption of New Class A
      Units
                  
                  
                  -
                  
                  
                  
                  (4,550
                  )
                  
                  
                  (4,550
                  )Net issuance of restricted stock
      awards
                  
                  
                  1,230
                  
                  
                  
                  -
                  
                  
                  
                  1,230Exercises of IPO
      Options
                  
                  
                  20
                  
                  
                  
                  -
                  
                  
                  
                  20Forfeitures
                  
                  
                  (105
                  )
                  
                  
                  (91
                  )
                  
                  
                  (196
                  )June 30,
    2009
                  
                  
                  23,924
                  
                  
                  
                  16,248
                  
                  
                  
                  40,172Percent of total New Class A
      UnitsDecember 31,
      2008
                  
                  
                  41.3
                  %
                  
                  
                  58.7
                  %
                  
                  
                  100
                  %June 30,
    2009
                  
                  
                  59.6
                  %
                  
                  
                  40.4
                  %
                  
                  
                  100
                  %





As a
result of the sale of Class A common stock and subsequent redemption of New
Class A Units during the period, the Company’s economic interest in D&P
Acquisitions changed from a minority to a majority position.  This
change did not result in a change of control as the Company has always
maintained sole voting power in and control of the management of D&P
Acquisitions.





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:


9


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Three Months
      Ended
                      
                      
                      Six Months
      EndedJune 30,
                      
                      
                      June 30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Income before income
      taxes
                      
                      $
                      7,620
                      
                      
                      $
                      9,753
                      
                      
                      $
                      16,313
                      
                      
                      $
                      18,709Less: provision for income taxes
      for entities other than Duff & Phelps Corporation(a)(b)
                      
                      
                      (292
                      )
                      
                      
                      57
                      
                      
                      
                      (672
                      )
                      
                      
                      (61
                      )Income before income taxes, as
      adjusted
                      
                      
                      7,328
                      
                      
                      
                      9,810
                      
                      
                      
                      15,641
                      
                      
                      
                      18,648Ownership percentage of
      noncontrolling interest(d)
                      
                      
                      47.3
                      %
                      
                      
                      58.7
                      %
                      
                      
                      52.9
                      %
                      
                      
                      59.2
                      %Net income attributable to
      noncontrolling interest
                      
                      
                      3,465
                      
                      
                      
                      5,762
                      
                      
                      
                      8,281
                      
                      
                      
                      11,039Income before income taxes, as
      adjusted, attributable to Duff & Phelps
    Corporation
                      
                      
                      3,863
                      
                      
                      
                      4,048
                      
                      
                      
                      7,360
                      
                      
                      
                      7,609Less: provision
      for income taxes of Duff &
      Phelps Corporation(a)(c)
                      
                      
                      (2,129
                      )
                      
                      
                      (2,788
                      )
                      
                      
                      (3,861
                      )
                      
                      
                      (4,934
                      )Net income attributable to Duff
      & Phelps Corporation
                      
                      $
                      1,734
                      
                      
                      $
                      1,260
                      
                      
                      $
                      3,499
                      
                      
                      $
                      2,675





Continued
.. . .


_________________________________


(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 $2,421 and $2,731 for the three months ended June 30, 2009 and
      2008, respectively, and $4,533 and $4,995 for the six months ended June
      30, 2009 and 2008,
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
      non-controlling 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 non-controlling
      interest based on the total New Class A Units vested for income tax
      purposes (“Tax-Vested Units”) owned by the non-controlling 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.


10


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Distributions
and Other Payments to Noncontrolling Unitholders





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





Six Months
      EndedJune 30,
                  
                  
                  June 30,2009
                  
                  
                  2008Distributions for
      taxes
                  
                  $
                  11,714
                  
                  
                  $
                  7,766Other
      distributions
                  
                  
                  656
                  
                  
                  
                  -Payments pursuant to the Tax
      Receivable Agreement
                  
                  
                  -
                  
                  
                  
                  -$
                  12,370
                  
                  
                  $
                  7,766





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
marginal tax distribution rate has been set at 45%.  During the six
months ended June 30, 2009 and 2008, D&P Acquisitions made aggregate
distributions to its members, not including the Company, with respect to
estimated taxable income for year-to-date 2009 and 2008,
respectively.  D&P Acquisitions is only required to make such
distributions if cash is available for such purposes for at least the next 12
month period.  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





During
the six months ended June 30, 2009, the Company distributed $656 to holders of
New Class A Units of D&P Acquisitions (other than Duff & Phelps
Corporation).  The distribution was made concurrently with the
dividend of $0.05 per share of Class A common stock outstanding to shareholders
of record on June 12, 2009.  Concurrent with the payment of the
dividend, holders of New Class A Units received a $0.05 distribution per vested
unit which 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 distribution of $0.05 per unvested unit
was deposited into a segregated account and will be released once a year with
respect to units that vested during that year.  The segregated amount for
unvested units totaled $156 and is included as a component of “Restricted cash”
on the Consolidated Balance Sheet at June 30, 2009.  The distribution
on unvested units that forfeit will be 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.


11


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





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.  There were no payments under the TRA in the six months ended
June 30, 2009 as these payments are typically made in the fourth quarter of each
year.  In 2008, the Company made payments of $791 with respect to the
period from October 4 through December 31, 2007.  D&P Acquisitions
expects to make future payments under the TRA to the extent cash is available
for such purposes.





At June
30, 2009, the Company recorded a liability of $92,027, representing the payments
due to D&P Acquisitions’ unitholders under the TRA.  In connection
with the follow-on offering, the Company acquired 4,550  New Class A
Units of D&P Acquisitions (see Note 2).   This transaction
generated additional obligations to the selling members under the TRA which
resulted in an increase in the TRA liability and an associated increase in net
deferred tax assets.





Within
the next 12 month period, the Company expects to pay $3,148 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 with 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 tax receivable agreement, 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, filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q as filed with
the SEC on November 14, 2007.





Obligations
pursuant to the Tax Receivable Agreement are obligations of Duff & Phelps
Corporation.  They do not impact the non-controlling 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,
filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q as filed with the SEC
on November 14, 2007.





During
the three months ended June 30, 2009, the Company recorded an immaterial
adjustment to increase the payments due to D&P Acquisitions’ unitholders
under the tax receivable agreement by $3,579 with an offsetting credit to
additional paid-in-capital.  The adjustment resulted from a correction
to the calculation of the tax receivable agreement liability in conjunction with
the IPO transactions.  Although the revision related to the date of
the closing of the IPO transactions, it did not have a material impact on the
Company’s financial position through and as of June 30, 2009.


12


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note
4   - ACQUISITIONS





The
following table summarizes the Company’s recent acquisitions:





Effective
                    Date
                  
                  Acquisition
                  
                  Description4/11/08
                  
                  Dubinsky & Company,
      P.C.
                  
                  Washington, D.C. metro based
      specialty consulting primarilyfocused on litigation support and
      forensic services.7/15/08
                  
                  World Tax Service US,
      LLC
                  
                  Tax advisory firm focused on the
      delivery of sophisticatedinternational and domestic tax
      services.7/31/08
                  
                  Kane Reece Associates,
      Inc.
                  
                  Valuation, management and
      technical consulting firm with afocus on the communications,
      entertainment and media industries.8/8/08
                  
                  Financial and IP Analysis,
      Inc.
                  
                  Financial consulting firm that
      specializes in intellectual(d/b/a The Lumin Expert
      Group)
                  
                  property dispute support and
      expert testimony.





The
purchase price of each of these acquisitions is immaterial to the Company’s
consolidated financial statements, both individually and in the
aggregate.  Each of these acquisitions operates as part of the
Financial Advisory segment.


13




DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note
5   -   EARNINGS PER SHARE





Basic
earnings per share (“EPS”) measures the performance of an entity over the
reporting period.  Diluted earnings per share measures the performance
of an entity over the reporting period while giving effect to all potentially
dilutive common shares that were outstanding during the period.  The
treasury stock method is used to determine the dilutive potential of stock
options, restricted stock awards, restricted stock units, and D&P
Acquisitions’ units and Class B common stock that are exchangeable into D&P
Class A common stock.





In June
2008, the FASB issued FASB Staff Position (“FSP”) EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities
(“FSP EITF 03-6-1”) which is effective for fiscal years beginning January 1,
2009.  FSP EITF 03-6-1 provides that all outstanding unvested
share-based payments that contain rights to non-forfeitable 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.  FSP EITF 03-6-1 requires retrospective application
to all prior period net income per share calculations.





Our
restricted stock awards are considered participating securities as they receive
nonforfeitable dividends at the same rate as our common stock.  In
accordance with EITF 03-6-1, the computation of basic and diluted net income per
share is reduced for a presumed hypothetical distribution of earnings to the
holders of our unvested restricted stock.  Accordingly, the effect of
the allocation required under EITF 03-6-1 reduces earnings available for common
stockholders.  The effect of applying FSP EITF 03-6-1 changed fully
diluted net income per share from $0.10 to $0.09 for the three months ended June
30, 2009, from $0.22 to $0.20 for the six months ended June 30, 2009, and from
$0.20 to $0.19 for the six months ended June 30, 2008.  There was no
change in diluted earnings per share for the three months ended June 30,
2008.


14


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
                                                          
                                                          
                                                          Six Months
      EndedJune 30,
                                                          
                                                          
                                                          June 30,
                                                          
                                                          
                                                          June 30,
                                                          
                                                          
                                                          June 30,2009
                                                          
                                                          
                                                          2008
                                                          
                                                          
                                                          2009
                                                          
                                                          
                                                          2008Basic and diluted net income per
      share attributable to holders of Class A common
    stock:NumeratorNet income attributable to Duff
      & Phelps Corporation
                                                          
                                                          $
                                                          1,734
                                                          
                                                          
                                                          $
                                                          1,260
                                                          
                                                          
                                                          $
                                                          3,499
                                                          
                                                          
                                                          $
                                                          2,675Earnings allocated to
      participating securities
                                                          
                                                          
                                                          (65
                                                          )
                                                          
                                                          
                                                          (102
                                                          )
                                                          
                                                          
                                                          (266
                                                          )
                                                          
                                                          
                                                          (144
                                                          )Earnings available for common
      stockholders
                                                          
                                                          $
                                                          1,669
                                                          
                                                          
                                                          $
                                                          1,158
                                                          
                                                          
                                                          $
                                                          3,233
                                                          
                                                          
                                                          $
                                                          2,531Denominator for basic net income
      per share attributable to holders of Class A common
      stock:Weighted average shares of Class A
      common stock
                                                          
                                                          
                                                          17,356
                                                          
                                                          
                                                          
                                                          13,134
                                                          
                                                          
                                                          
                                                          15,428
                                                          
                                                          
                                                          
                                                          13,099Denominator for diluted net income
      per share attributable to holders of Class A common
      stock:Weighted average shares of Class A
      common stock
                                                          
                                                          
                                                          17,356
                                                          
                                                          
                                                          
                                                          13,134
                                                          
                                                          
                                                          
                                                          15,428
                                                          
                                                          
                                                          
                                                          13,099Add dilutive effect of the
      following:Ongoing
RSAs
                                                          
                                                          
                                                          755
                                                          
                                                          
                                                          
                                                          296
                                                          
                                                          
                                                          
                                                          617
                                                          
                                                          
                                                          
                                                          188Assumed conversion of New Class A
      Units for Class A common stock(a)
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Dilutive weighted average shares
      of Class A common stock
                                                          
                                                          
                                                          18,111
                                                          
                                                          
                                                          
                                                          13,430
                                                          
                                                          
                                                          
                                                          16,045
                                                          
                                                          
                                                          
                                                          13,287Net income per share attributable
      to holders of Class A common stockBasic
                                                          
                                                          $
                                                          0.10
                                                          
                                                          
                                                          $
                                                          0.09
                                                          
                                                          
                                                          $
                                                          0.21
                                                          
                                                          
                                                          $
                                                          0.19Diluted
                                                          
                                                          $
                                                          0.09
                                                          
                                                          
                                                          $
                                                          0.09
                                                          
                                                          
                                                          $
                                                          0.20
                                                          
                                                          
                                                          $
                                                          0.19______________________________(a)The following shares
      were anti-dilutive and excluded from this
    calculation:Weighted average New Class A Units
      outstanding
                                                          
                                                          
                                                          18,669
                                                          
                                                          
                                                          
                                                          20,689
                                                          
                                                          
                                                          
                                                          19,773
                                                          
                                                          
                                                          
                                                          20,697Weighted average IPO Options
      outstanding
                                                          
                                                          
                                                          1,926
                                                          
                                                          
                                                          
                                                          2,049
                                                          
                                                          
                                                          
                                                          1,959
                                                          
                                                          
                                                          
                                                          2,056





Anti-dilution
is the result of (i) the allocation of income or loss associated with the
exchange of New Class A Units for Class A common stock and (ii) IPO Options
and/or Ongoing RSAs listed above exceeding those outstanding under the treasury
stock method.  The shares of Class B common stock 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 have not been presented.


15


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note  6 
-  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,
2008.  Except for adjustments to estimated forfeiture rates based on
the most recent available information, 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
Form10-K for the year
ended December 31, 2008.





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 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.
                    
                    June 30, 2009
                    
                    
                    June 30, 2008.
                    
                    Client
                    
                    
                    
                    
                    
                    
                    
                    
                    Client.
                    
                    Service
                    
                    
                    SG&A
                    
                    
                    Total
                    
                    
                    Service
                    
                    
                    SG&A
                    
                    
                    TotalLegacy
Units
                    
                    $
                    2,828
                    
                    
                    $
                    649
                    
                    
                    $
                    3,477
                    
                    
                    $
                    2,975
                    
                    
                    $
                    1,330
                    
                    
                    $
                    4,305IPO Options
                    
                    
                    720
                    
                    
                    
                    284
                    
                    
                    
                    1,004
                    
                    
                    
                    1,199
                    
                    
                    
                    543
                    
                    
                    
                    1,742Ongoing
RSAs
                    
                    
                    1,527
                    
                    
                    
                    732
                    
                    
                    
                    2,259
                    
                    
                    
                    832
                    
                    
                    
                    733
                    
                    
                    
                    1,565Total
                    
                    $
                    5,075
                    
                    
                    $
                    1,665
                    
                    
                    $
                    6,740
                    
                    
                    $
                    5,006
                    
                    
                    $
                    2,606
                    
                    
                    $
                    7,612





Six Months Ended
                    
                    
                    Six Months Ended.
                    
                    June 30, 2009
                    
                    
                    June 30, 2008.
                    
                    Client
                    
                    
                    
                    
                    
                    
                    
                    
                    Client.
                    
                    Service
                    
                    
                    SG&A
                    
                    
                    Total
                    
                    
                    Service
                    
                    
                    SG&A
                    
                    
                    TotalLegacy
Units
                    
                    $
                    4,527
                    
                    
                    $
                    1,288
                    
                    
                    $
                    5,815
                    
                    
                    $
                    6,113
                    
                    
                    $
                    2,725
                    
                    
                    $
                    8,838IPO Options
                    
                    
                    1,353
                    
                    
                    
                    565
                    
                    
                    
                    1,918
                    
                    
                    
                    2,392
                    
                    
                    
                    1,085
                    
                    
                    
                    3,477Ongoing
RSAs
                    
                    
                    3,458
                    
                    
                    
                    1,703
                    
                    
                    
                    5,161
                    
                    
                    
                    1,125
                    
                    
                    
                    1,509
                    
                    
                    
                    2,634Total
                    
                    $
                    9,338
                    
                    
                    $
                    3,556
                    
                    
                    $
                    12,894
                    
                    
                    $
                    9,630
                    
                    
                    $
                    5,319
                    
                    
                    $
                    14,949





Restricted
stock awards and restricted stock units were granted as a form of incentive
compensation and are accounted for similarly.  Corresponding expense is
recognized based on the fair market value on the date of grant.  Restricted
stock units are granted to certain of our international employees, are generally
contingent on continued employment and are typically converted to Class A common
stock when restrictions on transfer lapse after three years.





During
the six months ended June 30, 2009, the Company issued 1,360 Ongoing RSAs
related to annual bonus incentive compensation, performance incentive
initiatives, promotions and recruiting efforts.  Expense is recognized
based on the fair market value on the date of grant over the service
period.  The restrictions on transfer and forfeiture provisions are
generally eliminated after three years for all awards granted to non-executives
with certain exceptions related to retiree eligible employees and termination of
employees without cause.





Of the
1,360 Ongoing RSAs granted, 221 awards were granted to executives on February
26, 2009 and 18 to the Board of Directors on April 30, 2009.  The
restrictions on transfer and forfeiture provisions are eliminated annually over
three years based on ratable vesting for grants made to executives and four
years for non-employee members of our Board of Directors.


16


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





The
following table summarizes activity for IPO Options and Ongoing RSAs during the
six months ended June 30, 2009:





Restricted
                  
                  
                  RestrictedIPO
                  
                  
                  Stock
                  
                  
                  StockOptions
                  
                  
                  Awards
                  
                  
                  UnitsBalance as of December 31,
      2008
                  
                  
                  1,997
                  
                  
                  
                  1,248
                  
                  
                  
                  92Grants of Ongoing
      RSAs
                  
                  
                  
                  
                  
                  
                  1,279
                  
                  
                  
                  81Converted to Class A common stock
      upon lapse of restrictions
                  
                  
                  -
                  
                  
                  
                  (71
                  )
                  
                  
                  -Ongoing RSAs withheld for payroll
      taxes
                  
                  
                  -
                  
                  
                  
                  (49
                  )
                  
                  
                  -Exercises of IPO
      Options
                  
                  
                  (20
                  )
                  
                  
                  -
                  
                  
                  
                  -Forfeitures
                  
                  
                  (80
                  )
                  
                  
                  (105
                  )
                  
                  
                  -Balance as of June 30,
      2009
                  
                  
                  1,897
                  
                  
                  
                  2,302
                  
                  
                  
                  173Vested
                  
                  
                  465
                  
                  
                  
                  -
                  
                  
                  
                  -Unvested
                  
                  
                  1,432
                  
                  
                  
                  2,302
                  
                  
                  
                  173Weighted average fair value on
      grant date
                  
                  $
                  7.33
                  
                  
                  $
                  14.02
                  
                  
                  $
                  13.88Weighted average exercise
      price
                  
                  $
                  16.00Weighted average remaining
      contractual term
                  
                  
                  8.25Total intrinsic value of exercised
      options
                  
                  $
                  95Total fair value of options
      vested
                  
                  $
                  3,411Aggregate intrinsic
      value
                  
                  $
                  3,377Options expected to
      vest
                  
                  
                  1,300Aggregate intrinsic value of
      options expected to vest
                  
                  $
                  2,313





The
following table summarizes activity for New Class A Units attributable to
equity-based compensation during the six months ended June 30,
2009:





NewClass A
    UnitsAttributable
    toEquity-BasedCompensationBalance as of December 31,
      2008
                    
                    
                    6,615Redemptions
                    
                    
                    (708
                    )Forfeitures
                    
                    
                    (91
                    )Balance as of June 30,
      2009
                    
                    
                    5,816Vested
                    
                    
                    3,046Unvested
                    
                    
                    2,770





The total
unamortized compensation cost related to all non-vested awards was approximately
$29,900 at June 30, 2009.  The weighted-average period over which this
is expected to be recognized is approximately one year.  A tax
benefit of $1,385 and $920 was recognized for IPO Options and Ongoing RSAs for
the six months ended June 30, 2009 and 2008, respectively.


17


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note
7  -   FAIR VALUE MEASUREMENTS





The
following table presents assets and liabilities measured at fair value on a
recurring basis at June 30, 2009:





Quoted Pricesin Active
                              
                              
                              SignificantMarkets for
                              
                              
                              Other
                              
                              
                              SignificantIdentical
                              
                              
                              Observable
                              
                              
                              UnobservableAssets
                              
                              
                              Inputs
                              
                              
                              InputsDescription
                              
                              (Level 1)
                              
                              
                              (Level 2)
                              
                              
                              (Level 3)
                              
                              
                              TotalInvestments held in conjunction
      with deferred compensation plan(1)
                              
                              $
                              -
                              
                              
                              $
                              14,765
                              
                              
                              $
                              -
                              
                              
                              $
                              14,765Total
assets
                              
                              $
                              -
                              
                              
                              $
                              14,765
                              
                              
                              $
                              -
                              
                              
                              $
                              14,765Benefits payable
      in conjunction with deferred compensation
      plan(1)
                              
                              $
                              -
                              
                              
                              $
                              15,060
                              
                              
                              $
                              -
                              
                              
                              $
                              15,060Interest rate swap(2)
                              
                              
                              -
                              
                              
                              
                              604
                              
                              
                              
                              -
                              
                              
                              
                              604Total
      liabilities
                              
                              $
                              -
                              
                              
                              $
                              15,664
                              
                              
                              $
                              -
                              
                              
                              $
                              15,664





____________________________


(1)
            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 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.  The deferred compensation plan is further
      discussed in Note 10.




(2)
            The
      fair value of the interest rate swap was based on quoted prices for
      similar assets or liabilities in active markets.  The Company’s
      interest rate swap is further discussed in Note
  8.




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


18


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note
8  -   LONG-TERM DEBT





The
Company’s long-term obligations are summarized in the following
table:





June 30,
                      
                      
                      December
31,2009
                      
                      
                      2008Outstanding balance of credit
      facility
                      
                      $
                      -
                      
                      
                      $
                      42,763Less:  current amounts
      due in following year
                      
                      
                      -
                      
                      
                      
                      (794
                      )Long-term
      portion
                      
                      
                      -
                      
                      
                      
                      41,969Debt discount and interest rate
      swap
                      
                      
                      -
                      
                      
                      
                      209Long-term debt, less current
      portion
                      
                      $
                      -
                      
                      
                      $
                      42,178





On May 22
, 2009, the Company terminated its Amended and Restated Credit Agreement, dated
as of July 30, 2008, by and among Duff & Phelps, LLC, the primary operating
subsidiary of the Company, D&P Acquisitions, the persons designated as
lenders thereto, and General Electric Capital Corporation (“GE Capital”), in its
capacity as Administrative Agent.  The facility consisted of a (i)
$65,000 seven-year term loan, (ii) $15,000 delayed draw term loan, (iii) $20,000
six-year revolver loan, and (iv) $75,000 incremental term loan facility, which
was uncommitted by the lenders and required additional approval at the time of
request.





As
described in Note 1, the Company used a portion of the net proceeds of its
follow-on offering of Class A common stock to repay all amounts outstanding
under the term loan facility and to cash collateralize $3,887 letters of credit
previously outstanding under the facility.  In connection with the
repayment, the Company incurred a nonrecurring charge of $1,737 to reflect the
accelerated amortization of the debt discount and issuance costs of which $1,674
was non-cash.





On July
15, 2009, Duff & Phelps, LLC entered into a Credit Agreement (the "Credit
Agreement") with Bank of America, N.A., as administrative agent and the lenders
from time to time party thereto, providing 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 is July 15, 2012 and amounts
borrowed may be voluntarily prepaid at any time without penalty or premium,
subject to customary breakage costs.





Loans
under the Credit Facility will, at the Company's option, bear interest on the
principal amount outstanding at either (a) a rate equal to LIBOR, plus an
applicable margin or (b) a base rate, plus an applicable margin.  The
applicable margin rate will be based on the Company's most recent consolidated
leverage ratio and ranges from 1.75% to 2.50% per annum depending on the
Company's consolidated leverage ratio.  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
0.25% to 0.50% per annum, based on the Company's most recent consolidated
leverage ratio.  Based on the Company’s consolidated leverage ratio at
June 30, 2009, the Company qualified for the 1.75% applicable margin and 0.25%
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, (b) 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 2.75 to
1.00 until the quarter ending June 30, 2010, and 2.50 to 1.00 thereafter and (b)
a consolidated fixed charge coverage ratio of less than 2.00 to
1.00.  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 June 30, 2009.


19


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





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.





Letters
of Credit





At June
30, 2009, the Company had $4,199 of outstanding letters of credit, primarily in
connection with real estate leases.  $3,887 of cash was deposited into
a restricted account to serve as deposits to secure certain of these letters of
credit.





Interest
Rate Swap





The
Company has a $19,400 notional amount interest rate swap that effectively
converted floating rate LIBOR payments to fixed payments at 4.94%.  As
a result of the termination of the credit agreement with GE Capital, the
underlying floating rate obligation is no longer outstanding.  The
swap agreement terminates September 30, 2010.  The Company elected not
to apply hedge accounting to this instrument.  The estimated fair
value of the interest rate swap is based on quoted market prices.  The
gain or loss is recorded in “Other expense” and has a non-cash impact on the
Company’s Condensed Consolidated Statement of Operations.  At June 30,
2009, the liability resulting from the interest rate swap was included in “Other
long-term liabilities.”  Prior to the termination of the credit
agreement with GE Capital, this amount was included as a component of “Long-term
debt, less current portion.”





The
following table summarizes the estimated fair value and the gain or loss
recorded for the change in fair value of the interest rate swap.





Three Months
      Ended
                          
                          
                          Six Months
      EndedJune 30,
                          
                          
                          June 30,
                          
                          
                          June 30,
                          
                          
                          June 30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008Gain/(loss) resulting from change
      in fair value of interest rate swap
                          
                          $
                          135
                          
                          
                          $
                          577
                          
                          
                          $
                          326
                          
                          
                          $
                          (54
                          )Estimated fair value -
      asset/(liability)
                          
                          $
                          (604
                          )
                          
                          $
                          (617
                          )
                          
                          $
                          (604
                          )
                          
                          $
                          (617
                          )


20


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note
9  -   INCOME TAXES





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





Three Months Ended
                  
                  Six Months EndedJune
      30,
                  
                  June
      30,
                  
                  June
      30,
                  
                  June
      30,2009
                  
                  2008
                  
                  2009
                  
                  2008Provision
      for income taxes
                  
                  $
                  2,421
                  
                  
                  $
                  2,731
                  
                  
                  $
                  4,533
                  
                  
                  $
                  4,995Effective
      income tax rate
                  
                  
                  31.8
                  %
                  
                  
                  28.0
                  %
                  
                  
                  27.8
                  %
                  
                  
                  26.7
                  %





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
FIN 48.  A reconciliation of the beginning and ending amount of
unrecognized tax benefit is summarized as follows:




Balance
      as of December 31, 2008
                  
                  $
                  502Additional
      based on tax positions related to the current year
                  
                  
                  94Balance
      as of June 30, 2009
                  
                  $
                  596





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 2005 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 2007.





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.


21


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note
10  - DEFERRED COMPENSATION PLAN





The
Company maintains the Duff & Phelps Deferred Compensation Plan (“Deferred
Compensation Plan”) for key employees.  This plan is detailed further
in our Annual Report on Form 10-K for the year ended December 31,
2008.





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 approximated fair market value at
June 30, 2009.





The
following table summarizes the fair market value of the rabbi trust and the
corresponding liability owed to participants:





June 30,
                  
                  
                  December
31,2009
                  
                  
                  2008Fair market value of investments
      in rabbi trust
                  
                  $
                  14,765
                  
                  
                  $
                  7,946Payable to participants of the
      plan
                  
                  
                  15,060
                  
                  
                  
                  8,479





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 “Accrued benefits related to deferred
compensation plan” on the Consolidated Balance Sheet.  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
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.


22


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





Note
12  -  SEGMENT INFORMATION





Prior to
January 1, 2009, the Company provided services through two
segments:  Financial Advisory and Investment
Banking.  Effective January 1, 2009, the Company changed the structure
of its internal organization in a manner that caused the composition of its
reportable segments to change.  As a result, the Corporate Finance
Consulting business, previously part of Financial Advisory, became a third
segment.  Segment results for the three and six months ended June 30,
2008 have been recast to reflect current year presentation.  In
addition, segment operating income in the three and six months ended June 30,
2008 has been adjusted to reflect the current allocation methodology among
segments.





The
Financial Advisory segment provides valuation advisory services, tax services,
and dispute and legal management consulting.  The Corporate Finance
Consulting segment provides services related to portfolio valuation, financial
engineering, strategic value advisory and due diligence.  The
Investment Banking segment provides transaction opinions, merger and acquisition
advisory services, and restructuring advisory services.





Three Months
      Ended
                  
                  
                  Six Months
      EndedJune 30,
                  
                  
                  June 30,
                  
                  
                  June 30,
                  
                  
                  June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Financial
      AdvisoryRevenues (excluding
      reimbursables)
                  
                  $
                  57,906
                  
                  
                  $
                  65,460
                  
                  
                  $
                  118,797
                  
                  
                  $
                  126,897Segment operating
      income
                  
                  
                  10,339
                  
                  
                  
                  11,455
                  
                  
                  
                  20,688
                  
                  
                  
                  20,910Segment operating income
      margin
                  
                  
                  17.9
                  %
                  
                  
                  17.5
                  %
                  
                  
                  17.4
                  %
                  
                  
                  16.5
                  %Corporate Finance
      ConsultingRevenues (excluding
      reimbursables)
                  
                  $
                  14,978
                  
                  
                  $
                  15,403
                  
                  
                  $
                  29,594
                  
                  
                  $
                  27,825Segment operating
      income
                  
                  
                  3,178
                  
                  
                  
                  3,760
                  
                  
                  
                  6,430
                  
                  
                  
                  6,661Segment operating income
      margin
                  
                  
                  21.2
                  %
                  
                  
                  24.4
                  %
                  
                  
                  21.7
                  %
                  
                  
                  23.9
                  %Investment
      BankingRevenues (excluding
      reimbursables)
                  
                  $
                  17,169
                  
                  
                  $
                  16,938
                  
                  
                  $
                  30,927
                  
                  
                  $
                  36,232Segment operating
      income
                  
                  
                  3,288
                  
                  
                  
                  3,145
                  
                  
                  
                  4,830
                  
                  
                  
                  9,521Segment operating income
      margin
                  
                  
                  19.2
                  %
                  
                  
                  18.6
                  %
                  
                  
                  15.6
                  %
                  
                  
                  26.3
                  %TotalRevenues (excluding
      reimbursables)
                  
                  $
                  90,053
                  
                  
                  $
                  97,801
                  
                  
                  $
                  179,318
                  
                  
                  $
                  190,954Segment operating
      income
                  
                  $
                  16,805
                  
                  
                  $
                  18,360
                  
                  
                  $
                  31,948
                  
                  
                  $
                  37,092Net client reimbursable
      expenses
                  
                  
                  (11
                  )
                  
                  
                  (7
                  )
                  
                  
                  11
                  
                  
                  
                  52Equity-based compensation from
      Legacy Units and IPO Options
                  
                  
                  (4,481
                  )
                  
                  
                  (6,047
                  )
                  
                  
                  (7,733
                  )
                  
                  
                  (12,315
                  )Depreciation and
      amortization
                  
                  
                  (2,556
                  )
                  
                  
                  (2,281
                  )
                  
                  
                  (5,118
                  )
                  
                  
                  (4,457
                  )Acquisition retention
      expenses
                  
                  
                  -
                  
                  
                  
                  (266
                  )
                  
                  
                  -
                  
                  
                  
                  (576
                  )Operating
      income
                  
                  $
                  9,757
                  
                  
                  $
                  9,759
                  
                  
                  $
                  19,108
                  
                  
                  $
                  19,796




23


DUFF
& PHELPS CORPORATION AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except per share amounts)


(Unaudited)





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.  In the three months ended June 30, 2009 and 2008, the
Financial Advisory segment (primarily Valuation Advisory services) recognized
revenues of $2,245 and $3,474 from the cross utilization of its client service
professionals on engagements from the Corporate Finance Consulting segment
(primarily Portfolio Valuation services), respectively.  In the six
months ended June 30, 2009 and 2008, the Financial Advisory segment (primarily
Valuation Advisory services) recognized revenues of $6,567 and $8,698 from the
cross utilization of its client service professionals on engagements from the
Corporate Finance Consulting segment (primarily Portfolio Valuation services),
respectively.





Revenues
excluding reimbursable expenses attributable to geographic area are summarized
as follows:





Three Months
      Ended
                  
                  
                  Six Months
      EndedJune 30,
                  
                  
                  June 30,
                  
                  
                  June 30,
                  
                  
                  June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008United
      States
                  
                  $
                  81,596
                  
                  
                  
                  85,870
                  
                  
                  $
                  162,904
                  
                  
                  
                  171,681Europe
                  
                  
                  6,949
                  
                  
                  
                  10,069
                  
                  
                  
                  13,831
                  
                  
                  
                  17,176Asia
                  
                  
                  1,508
                  
                  
                  
                  1,862
                  
                  
                  
                  2,583
                  
                  
                  
                  2,097Revenues (excluding
      reimbursables)
                  
                  $
                  90,053
                  
                  
                  $
                  97,801
                  
                  
                  $
                  179,318
                  
                  
                  $
                  190,954





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


24


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





In
conjunction with the follow-on offering (as described in Note 1), the Company
redeemed 1,900 New Class A Units of D&P Acquisitions held by entities
affiliated with Lovell Minnick Partners at a price per unit equal to the public
offering price or an aggregate amount of $28,025.





In
addition, D&P Acquisitions made distributions totaling $3,204 and $1,974 to
entities affiliated with Lovell Minnick Partners in the six months ended June
30, 2009 and 2008, respectively.  Of the total, $3,023 and $1,974 were
distributions for taxes during the six months ended June 30, 2009 and 2008 with
respect to estimated taxable income for 2008 and 2007,
respectively.  The remaining $181 for the six months ended June 30,
2009 was a distribution of $0.05 per unit.  Both of these
distributions are further described in Note 3.





Two
managing directors of Lovell Minnick serve as independent directors on the
Company’s Board of Directors.





Vestar
Capital Partners





In
conjunction with the follow-on offering (as described in Note 1), the Company
redeemed 1,600 New Class A Units of D&P Acquisitions held by entities
affiliated with Vestar Capital Partners at a price per unit equal to the public
offering price or an aggregate amount of $23,600.  Included in this
amount were payments to Noah Gottdiener, Chairman and Chief Executive Officer,
Gerard Creagh, President, and Harvey Krueger, an independent director, who are
also members in a limited liability company managed by Vestar Capital
Partners.  As a result, Messrs. Gottdiener, Creagh and Krueger each
received approximately $53, $53 and $42, respectively, as a result of such
redemptions.





In
addition, D&P Acquisitions made distributions totaling $3,895 and $2,371 to
entities affiliated with Vestar Capital Partners in the six months ended June
30, 2009 and 2008, respectively.  Of the total, $3,644 and $2,371 were
distributions for taxes during the six months ended June 30, 2009 and 2008 with
respect to estimated taxable income for 2008 and 2007,
respectively.  The remaining $251 for the six months ended June 30,
2009 was a distribution of $0.05 per unit.  Both of these
distributions are further described in Note 3.





A
managing director of Vestar Capital Partners serves as an independent director
on the Company’s Board of Directors.





Note
14  -  SUBSEQUENT EVENTS





On August
3, 2009, the Company announced that its board of directors had declared a
quarterly dividend of $0.05 per share on its outstanding Class A common
stock.  The dividend is payable on August 28, 2009, to shareholders of
record on August 18, 2009. Concurrently
with the payment of the dividend, the Company will be distributing $0.05 per
unit to holders of New Class A Units.





In
accordance with SFAS No. 165, Subsequent Events, management
of the Company evaluated subsequent events through August 4, 2009, the date the
financial statements were issued.


25


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, 2008, as filed with
the Securities and Exchange Commission (“SEC”) on February 26, 2009, and in any
subsequent filings of our Form 10-Qs.  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 SEC.  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,




·
            useful
      lives of intangible assets,




·
            the
      carrying value of goodwill and intangible
  assets,




·
            allowances
      for doubtful accounts,




·
            gains
      and losses on engagements,




·
            amounts
      due to noncontrolling unitholders,




·
            reserves
      for estimated tax liabilities, 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, 2008, as filed with
the SEC on February 26, 2009.  During the six months ended June 30,
2009, there were no significant changes in our critical accounting policies and
estimates, except for a change in our segment reporting.  Prior
to January 1, 2009, the Company provided services through two
segments:  Financial Advisory and Investment
Banking.  Effective January 1, 2009, the Company changed the structure
of its internal organization in a manner that caused the composition of its
reportable segments to change.  As a result, the Corporate Finance
Consulting business, previously part of Financial Advisory, became a third
segment.  Segment results for prior periods have been recast to
reflect current year presentation.


26


Results
of Operations





Duff
& Phelps Corporation (the “Company”) is a leading provider of independent
financial advisory, corporate finance consulting and investment banking
services.  Our mission is to help its clients protect, maximize and
recover value.  The foundation of our services is our ability to
provide independent advice on issues involving highly technical and complex
assessments in the areas of valuation, taxation, dispute consulting, financial
restructuring and M&A advisory.  We believe the Duff & Phelps
brand is associated with a high level of professional service and integrity,
knowledge leadership and independent, trusted advice.  The Company
serves a global client base through offices in 24 cities, comprised of offices
in 18 U.S. cities, including New York, Chicago, Dallas and Los Angeles, and six
international offices located in Amsterdam, London, Munich, Paris, Shanghai and
Tokyo.





Prior to
January 1, 2009, we provided services through two segments:  Financial
Advisory and Investment Banking.  Effective January 1, 2009, we
changed the structure of our internal organization in a manner that caused the
composition of our reportable segments to change.  In order to align
our segment reporting with the focus of our business in 2009 and beyond, the
Corporate Finance Consulting business, previously part of Financial Advisory,
became a third segment.











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 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, 2008.





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


27




Three
months ended June 30, 2009 versus three months ended June 30, 2008





The
results of operations are summarized as follows:





Results
of Operations


(Dollars
in thousands)





Three
      Months EndedJune
      30,
                                                  
                                                  
                                                  June
      30,
                                                  
                                                  
                                                  Unit
                                                  
                                                  
                                                  Percent2009
                                                  
                                                  
                                                  2008
                                                  
                                                  
                                                  Change
                                                  
                                                  
                                                  ChangeRevenues
                                                  
                                                  $
                                                  90,053
                                                  
                                                  
                                                  $
                                                  97,801
                                                  
                                                  
                                                  $
                                                  (7,748
                                                  )
                                                  
                                                  
                                                  (7.9
                                                  )%Reimbursable
      expenses
                                                  
                                                  
                                                  2,626
                                                  
                                                  
                                                  
                                                  2,837
                                                  
                                                  
                                                  
                                                  (211
                                                  )
                                                  
                                                  
                                                  (7.4
                                                  )%Total
      revenues
                                                  
                                                  
                                                  92,679
                                                  
                                                  
                                                  
                                                  100,638
                                                  
                                                  
                                                  
                                                  (7,959
                                                  )
                                                  
                                                  
                                                  (7.9
                                                  )%Direct
      client service costsCompensation
      and benefits(1)
                                                  
                                                  
                                                  51,698
                                                  
                                                  
                                                  
                                                  55,952
                                                  
                                                  
                                                  
                                                  (4,254
                                                  )
                                                  
                                                  
                                                  (7.6
                                                  )%Other
      direct client service costs
                                                  
                                                  
                                                  1,543
                                                  
                                                  
                                                  
                                                  1,796
                                                  
                                                  
                                                  
                                                  (253
                                                  )
                                                  
                                                  
                                                  (14.1
                                                  )%Acquisition
      retention expenses
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  266
                                                  
                                                  
                                                  
                                                  (266
                                                  )
                                                  
                                                  
                                                  (100.0
                                                  )%Reimbursable
      expenses
                                                  
                                                  
                                                  2,637
                                                  
                                                  
                                                  
                                                  2,844
                                                  
                                                  
                                                  
                                                  (207
                                                  )
                                                  
                                                  
                                                  (7.3
                                                  )%55,878
                                                  
                                                  
                                                  
                                                  60,858
                                                  
                                                  
                                                  
                                                  (4,980
                                                  )
                                                  
                                                  
                                                  (8.2
                                                  )%Operating
      expensesSelling,
      general and administrative(2)
                                                  
                                                  
                                                  24,488
                                                  
                                                  
                                                  
                                                  27,740
                                                  
                                                  
                                                  
                                                  (3,252
                                                  )
                                                  
                                                  
                                                  (11.7
                                                  )%Depreciation
      and amortization
                                                  
                                                  
                                                  2,556
                                                  
                                                  
                                                  
                                                  2,281
                                                  
                                                  
                                                  
                                                  275
                                                  
                                                  
                                                  
                                                  12.1
                                                  %27,044
                                                  
                                                  
                                                  
                                                  30,021
                                                  
                                                  
                                                  
                                                  (2,977
                                                  )
                                                  
                                                  
                                                  (9.9
                                                  )%Operating
      income
                                                  
                                                  
                                                  9,757
                                                  
                                                  
                                                  
                                                  9,759
                                                  
                                                  
                                                  
                                                  (2
                                                  )
                                                  
                                                  
                                                  (0.0
                                                  )%Other
      expense/(income)Interest
      income
                                                  
                                                  
                                                  (3
                                                  )
                                                  
                                                  
                                                  (81
                                                  )
                                                  
                                                  
                                                  78
                                                  
                                                  
                                                  
                                                  (96.3
                                                  )%Interest
      expense
                                                  
                                                  
                                                  333
                                                  
                                                  
                                                  
                                                  749
                                                  
                                                  
                                                  
                                                  (416
                                                  )
                                                  
                                                  
                                                  (55.5
                                                  )%Loss
      on early extinguishment of debt
                                                  
                                                  
                                                  1,737
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,737
                                                  
                                                  
                                                  
                                                  N/AOther
      expense
                                                  
                                                  
                                                  70
                                                  
                                                  
                                                  
                                                  (662
                                                  )
                                                  
                                                  
                                                  732
                                                  
                                                  
                                                  
                                                  (110.6
                                                  )%2,137
                                                  
                                                  
                                                  
                                                  6
                                                  
                                                  
                                                  
                                                  2,131
                                                  
                                                  
                                                  
                                                  35516.7
                                                  %Income
      before income taxes
                                                  
                                                  
                                                  7,620
                                                  
                                                  
                                                  
                                                  9,753
                                                  
                                                  
                                                  
                                                  (2,133
                                                  )
                                                  
                                                  
                                                  (21.9
                                                  )%Provision
      for income taxes
                                                  
                                                  
                                                  2,421
                                                  
                                                  
                                                  
                                                  2,731
                                                  
                                                  
                                                  
                                                  (310
                                                  )
                                                  
                                                  
                                                  (11.4
                                                  )%Net
      income
                                                  
                                                  
                                                  5,199
                                                  
                                                  
                                                  
                                                  7,022
                                                  
                                                  
                                                  
                                                  (1,823
                                                  )
                                                  
                                                  
                                                  (26.0
                                                  )%Less:  Net
      income attributable to the noncontrolling interest
                                                  
                                                  
                                                  3,465
                                                  
                                                  
                                                  
                                                  5,762
                                                  
                                                  
                                                  
                                                  (2,297
                                                  )
                                                  
                                                  
                                                  (39.9
                                                  )%Net
      income attributable to Duff & Phelps Corporation
                                                  
                                                  $
                                                  1,734
                                                  
                                                  
                                                  $
                                                  1,260
                                                  
                                                  
                                                  $
                                                  474
                                                  
                                                  
                                                  
                                                  37.6
                                                  %Other
      financial and operating dataAdjusted
      EBITDA(3)
                                                  
                                                  $
                                                  16,794
                                                  
                                                  
                                                  $
                                                  18,353
                                                  
                                                  
                                                  $
                                                  (1,559
                                                  )
                                                  
                                                  
                                                  (8.5
                                                  )%Adjusted
      EBITDA(3)as a percentage of revenues
                                                  
                                                  
                                                  18.6
                                                  %
                                                  
                                                  
                                                  18.8
                                                  %
                                                  
                                                  
                                                  (0.1
                                                  )%
                                                  
                                                  
                                                  (0.6
                                                  )%End
      of period managing directors
                                                  
                                                  
                                                  165
                                                  
                                                  
                                                  
                                                  157
                                                  
                                                  
                                                  
                                                  8
                                                  
                                                  
                                                  
                                                  5.1
                                                  %End
      of period client service professionals
                                                  
                                                  
                                                  907
                                                  
                                                  
                                                  
                                                  909
                                                  
                                                  
                                                  
                                                  (2
                                                  )
                                                  
                                                  
                                                  (0.2
                                                  )%







(1)
              Compensation
      and benefits include $5,075 and $5,006 of equity-based compensation
      expense for the three months ended June 30, 2009 and 2008,
      respectively.




(2)
              Selling,
      general and administrative expenses include $1,665 and $2,606 of
      equity-based compensation expense for the three months ended June 30, 2009
      and 2008, respectively.




(3)
              Adjusted
      EBITDA is a non-GAAP financial measure and is calculated as
      follows:


28


(3)
              Continued
      . . .





Reconciliation
of Adjusted EBITDA


(Dollars
in thousands)





Three
      Months EndedJune
      30,
                              
                              
                              June
      30,2009
                              
                              
                              2008Revenues
      (excluding client reimbursables)
                              
                              $
                              90,053
                              
                              
                              $
                              97,801Net
      income attributable to Duff & Phelps Corporation
                              
                              $
                              1,734
                              
                              
                              $
                              1,260Net
      income attributable to the noncontrolling interest
                              
                              
                              3,465
                              
                              
                              
                              5,762Provision
      for income taxes
                              
                              
                              2,421
                              
                              
                              
                              2,731Other
      expense/(income), net
                              
                              
                              2,137
                              
                              
                              
                              6Depreciation
      and amortization
                              
                              
                              2,556
                              
                              
                              
                              2,281Acquisition
      retention expenses
                              
                              
                              -
                              
                              
                              
                              266Equity-based
      compensation associated with Legacy Units and IPO Options
                              
                              
                              4,481
                              
                              
                              
                              6,047Adjusted
      EBITDA
                              
                              $
                              16,794
                              
                              
                              $
                              18,353Adjusted
      EBITDA as a percentage of revenues
                              
                              
                              18.6
                              %
                              
                              
                              18.8
                              %





Adjusted
EBITDA is a non-GAAP financial measure.  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 attributable to Duff & Phelps Corporation for (a)
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), (b) equity-based
compensation associated with the Legacy Units, a significant portion of which is
due to certain one-time grants associated with predecessor acquisitions and IPO
Options, (c) acquisition retention expenses which are related to deferred
payments associated with prior acquisitions, and (d) net income attributable to
the noncontrolling interest.





Given the
level of acquisition activity during the period prior to the Company’s initial
public offering (“Predecessor”), and related capital investments and one time
equity grants associated with acquisitions during the Predecessor period (which
we do not expect to incur at the same levels in periods subsequent to the
Company’s initial public offering) 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.  A measure similar to Adjusted EBITDA is the principal
measure that determines the compensation of our senior management
team.  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, consists of net income attributable to Duff
& Phelps Corporation before (a) net income attributable to the
noncontrolling interest, (b) provision for income taxes, (c) other
expense/(income), net, (d) depreciation and amortization, (e) acquisition
retention expenses, and (f) equity-based compensation associated with Legacy
Units and IPO Options included in (i) compensation and benefits and (ii)
selling, general and administrative expenses.





This
non-GAAP financial measure is not prepared in accordance with, and should not be
considered an alternative 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 differently and, therefore,
Adjusted EBITDA as presented for us may not be comparable to Adjusted EBITDA
reported by other companies.


29


Overview





The
current global recession, especially the dislocation of the credit markets and
the financial services industry, continues to present us with opportunities and
challenges.  While our service offerings generally correlated to the
volume of M&A transactions continue to experience reduced demand, growth in
other business units partially offset this reduction with opportunities arising
from counter-cyclical and non-cyclical services.  Services we believe
to be generally counter-cyclical include our global restructuring services,
dispute and legal management consulting, and goodwill impairment testing in
conjunction with SFAS 142.  Services we believe to be generally
non-cyclical include portfolio valuation, financial engineering and tax
services.





Revenues





Revenues
excluding reimbursable expenses decreased $7,748 or 7.9% to $90,053, compared to
$97,801 for the three months ended June 30, 2008.  As summarized in
the following table, the decrease in revenues primarily resulted from a 11.5%
decrease in revenues attributable to our Financial Advisory segment and a 2.8%
decrease in revenues from our Corporate Finance Consulting
segment.  These decreases were partially offset by a 1.4% increase in
revenues provided by our Investment Banking segment.





Three
      Months EndedJune
      30,
                                              
                                              
                                              June
      30,
                                              
                                              
                                              Dollar
                                              
                                              
                                              Percent2009
                                              
                                              
                                              2008
                                              
                                              
                                              Change
                                              
                                              
                                              ChangeFinancial
      AdvisoryValuation
      Advisory
                                              
                                              $
                                              33,772
                                              
                                              
                                              $
                                              45,699
                                              
                                              
                                              $
                                              (11,927
                                              )
                                              
                                              
                                              -26.1
                                              %Tax
      Services
                                              
                                              
                                              11,972
                                              
                                              
                                              
                                              11,852
                                              
                                              
                                              
                                              120
                                              
                                              
                                              
                                              1.0
                                              %Dispute
      & Legal Management Consulting
                                              
                                              
                                              12,162
                                              
                                              
                                              
                                              7,909
                                              
                                              
                                              
                                              4,253
                                              
                                              
                                              
                                              53.8
                                              %57,906
                                              
                                              
                                              
                                              65,460
                                              
                                              
                                              
                                              (7,554
                                              )
                                              
                                              
                                              -11.5
                                              %Corporate
      Finance ConsultingPortfolio
      Valuation
                                              
                                              
                                              4,338
                                              
                                              
                                              
                                              4,240
                                              
                                              
                                              
                                              98
                                              
                                              
                                              
                                              2.3
                                              %Financial
      Engineering
                                              
                                              
                                              5,159
                                              
                                              
                                              
                                              4,271
                                              
                                              
                                              
                                              888
                                              
                                              
                                              
                                              20.8
                                              %Strategic
      Value Advisory
                                              
                                              
                                              3,588
                                              
                                              
                                              
                                              3,302
                                              
                                              
                                              
                                              286
                                              
                                              
                                              
                                              8.7
                                              %Due
      Diligence
                                              
                                              
                                              1,893
                                              
                                              
                                              
                                              3,590
                                              
                                              
                                              
                                              (1,697
                                              )
                                              
                                              
                                              -47.3
                                              %14,978
                                              
                                              
                                              
                                              15,403
                                              
                                              
                                              
                                              (425
                                              )
                                              
                                              
                                              -2.8
                                              %Investment
      BankingGlobal
      Restructuring Advisory
                                              
                                              
                                              8,614
                                              
                                              
                                              
                                              4,047
                                              
                                              
                                              
                                              4,567
                                              
                                              
                                              
                                              112.8
                                              %Transaction
      Opinions
                                              
                                              
                                              6,180
                                              
                                              
                                              
                                              10,078
                                              
                                              
                                              
                                              (3,898
                                              )
                                              
                                              
                                              -38.7
                                              %M&A
      Advisory
                                              
                                              
                                              2,375
                                              
                                              
                                              
                                              2,813
                                              
                                              
                                              
                                              (438
                                              )
                                              
                                              
                                              -15.6
                                              %17,169
                                              
                                              
                                              
                                              16,938
                                              
                                              
                                              
                                              231
                                              
                                              
                                              
                                              1.4
                                              %Total
      revenues (excluding reimbursables)
                                              
                                              $
                                              90,053
                                              
                                              
                                              $
                                              97,801
                                              
                                              
                                              $
                                              (7,748
                                              )
                                              
                                              
                                              -7.9
                                              %





Services
within each of our segments were impacted by the general economic environment
and dislocation of the credit markets which led to a substantially lower volume
of M&A and real estate transactions and a corresponding decline in revenues
from services associated with Valuation Advisory, Due Diligence, Transaction
Opinions and M&A Advisory.  These decreases were partially offset
primarily by increases in revenues from services associated with Global
Restructuring, Dispute & Legal Management Consulting, and Portfolio
Valuation and to a lesser extent other Corporate Finance Consulting
services.





Our
client service headcount decreased to 907 client service professionals at June
30, 2009 from 975 client service professionals at December 31,
2008.  This decrease resulted from targeted reductions and attrition,
partially offset by limited hiring of professionals in areas which we have
targeted for investment.  Our client service headcount decreased to
907 client service professionals at June 30, 2009 from 909 client service
professionals at June 30, 2008.


30





Direct
Client Service Costs





Direct
client service costs decreased $4,980 or 8.2% to $55,878 for the three months
ended June 30, 2009, compared to $60,858 for the three months ended June 30,
2008.  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.  Adjusted
direct client service costs decreased between periods as a result of a concerted
effort to control expenses.




Direct
Client Service Costs


(Dollars
in thousands)





Three
      Months EndedJune
      30,
                                  
                                  
                                  June
      30,2009
                                  
                                  
                                  2008Revenues
      (excluding reimbursables)
                                  
                                  $
                                  90,053
                                  
                                  
                                  $
                                  97,801Total
      direct client service costs
                                  
                                  $
                                  55,878
                                  
                                  
                                  $
                                  60,858Less:  equity-based
      compensation associated with Legacy Units and IPO Options
                                  
                                  
                                  (3,548
                                  )
                                  
                                  
                                  (4,174
                                  )Less:  acquisition
      retention expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (266
                                  )Less:  reimbursable
      expenses
                                  
                                  
                                  (2,637
                                  )
                                  
                                  
                                  (2,844
                                  )Direct
      client service costs, as adjusted
                                  
                                  $
                                  49,693
                                  
                                  
                                  $
                                  53,574Direct
      client service costs, as adjusted, as a percentage of
    revenues
                                  
                                  
                                  55.2
                                  %
                                  
                                  
                                  54.8
                                  %





The
decrease in direct client service costs, as adjusted, resulted from lower
accrued compensation, primarily as a result of the decline in revenues between
periods.





Equity-based
compensation decreased between periods primarily as a result of the accelerated
attribution of expense on awards with graded-tranche vesting in prior periods
for Legacy Units and IPO Options, partially offset by an increase in expense
from changes in estimated forfeiture rates and grants of Ongoing
RSAs.  Expenses related to retention payments associated with the
acquisition of the CVC business in 2005 decreased as a result of the completion
of the payments in 2008.  CVC represents the Corporate Value
Consulting business (“CVC”) which we acquired in 2005 from the Standard &
Poor’s division of The McGraw-Hill Companies, Inc.





Operating
Expenses





Operating
expenses decreased $2,977 or 9.9% to $27,044 for the three months ended June 30,
2009, compared to $30,021 for the three months ended June 30,
2008.  The following table adjusts operating expenses for depreciation
and amortization and equity-based compensation associated with Legacy Units and
IPO Options.





Operating
Expenses


(Dollars
in thousands)





Three
      Months EndedJune
      30,
                                
                                
                                June
      30,2009
                                
                                
                                2008Revenues
      (excluding reimbursables)
                                
                                $
                                90,053
                                
                                
                                $
                                97,801Total
      operating expenses
                                
                                $
                                27,044
                                
                                
                                $
                                30,021Less:  equity-based
      compensation associated with Legacy Units and IPO Options
                                
                                
                                (933
                                )
                                
                                
                                (1,873
                                )Less:  depreciation
      and amortization
                                
                                
                                (2,556
                                )
                                
                                
                                (2,281
                                )Operating
      expenses, as adjusted
                                
                                $
                                23,555
                                
                                
                                $
                                25,867Operating
      expenses, as adjusted, as a percentage of revenues
                                
                                
                                26.2
                                %
                                
                                
                                26.4
                                %




31





The
decrease in operating expenses, as adjusted, resulted from (i) lower practice
development expenses, (ii) lower recruiting costs from a decline in hiring
activity and (iii) lower accrued compensation primarily as a result of the
decline in revenues between periods, partially offset by higher bad debts and
other general expenses.





Equity-based
compensation decreased between periods primarily as a result of the accelerated
attribution of expense on awards with graded-tranche vesting in prior periods
for Legacy Units and IPO Options, partially offset by changes in estimates of
forfeiture rates and an increase in expense for grants of Ongoing
RSAs.





Other
Income and Expenses





Other
income and expenses include interest income, interest expense and other
expense.  Interest expense decreased primarily as a result of
repayment and termination of our credit facility.  The termination of
our credit facility resulted in a $1,737 early extinguishment charge of which
$1,674 was non-cash.  Other expense increased primarily from non-cash
loss from the change in fair market value of the interest rate swap and related
quarterly payment.





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 majority 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 40.4% and 59.5% at June 30, 2009 and
2008, respectively.





Provision
for Income Taxes





The
provision for income taxes was $2,421 or 31.8% of income before income taxes for
the three months ended June 30, 2009, compared to $2,731 or 28.0% of income
before income taxes for the three months ended June 30, 2008.  The
U.S. statutory income tax rate of 35% was 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.


32


Segment
Results – Three Months Ended June 30, 2009 versus Three Months Ended June
30, 2008





The
following table sets forth selected segment operating results:





Results
of Operations by Segment


(In
thousands, except headcount and rate-per-hour)





Three
      Months EndedJune
      30,
                                        
                                        
                                        June
      30,
                                        
                                        
                                        Unit
                                        
                                        
                                        Percent2009
                                        
                                        
                                        2008
                                        
                                        
                                        Change
                                        
                                        
                                        ChangeFinancial
      AdvisoryRevenues
      (excluding reimbursables)
                                        
                                        $
                                        57,906
                                        
                                        
                                        $
                                        65,460
                                        
                                        
                                        $
                                        (7,554
                                        )
                                        
                                        
                                        -11.5
                                        %Segment
      operating income
                                        
                                        $
                                        10,339
                                        
                                        
                                        $
                                        11,455
                                        
                                        
                                        $
                                        (1,116
                                        )
                                        
                                        
                                        -9.7
                                        %Segment
      operating income margin
                                        
                                        
                                        17.9
                                        %
                                        
                                        
                                        17.5
                                        %
                                        
                                        
                                        0.4
                                        %
                                        
                                        
                                        2.0
                                        %Corporate
      Finance ConsultingRevenues
      (excluding reimbursables)
                                        
                                        $
                                        14,978
                                        
                                        
                                        $
                                        15,403
                                        
                                        
                                        $
                                        (425
                                        )
                                        
                                        
                                        -2.8
                                        %Segment
      operating income
                                        
                                        $
                                        3,178
                                        
                                        
                                        $
                                        3,760
                                        
                                        
                                        $
                                        (582
                                        )
                                        
                                        
                                        -15.5
                                        %Segment
      operating income margin
                                        
                                        
                                        21.2
                                        %
                                        
                                        
                                        24.4
                                        %
                                        
                                        
                                        -3.2
                                        %
                                        
                                        
                                        -13.1
                                        %Investment
      BankingRevenues
      (excluding reimbursables)
                                        
                                        $
                                        17,169
                                        
                                        
                                        $
                                        16,938
                                        
                                        
                                        $
                                        231
                                        
                                        
                                        
                                        1.4
                                        %Segment
      operating income
                                        
                                        $
                                        3,288
                                        
                                        
                                        $
                                        3,145
                                        
                                        
                                        $
                                        143
                                        
                                        
                                        
                                        4.5
                                        %Segment
      operating income margin
                                        
                                        
                                        19.2
                                        %
                                        
                                        
                                        18.6
                                        %
                                        
                                        
                                        0.6
                                        %
                                        
                                        
                                        3.1
                                        %TotalRevenues
      (excluding reimbursables)
                                        
                                        $
                                        90,053
                                        
                                        
                                        $
                                        97,801Segment
      operating income
                                        
                                        $
                                        16,805
                                        
                                        
                                        $
                                        18,360Net
      client reimbursable expenses
                                        
                                        
                                        (11
                                        )
                                        
                                        
                                        (7
                                        )Equity-based
      compensation fromLegacy
      Units and IPO Options
                                        
                                        
                                        (4,481
                                        )
                                        
                                        
                                        (6,047
                                        )Depreciation
      and amortization
                                        
                                        
                                        (2,556
                                        )
                                        
                                        
                                        (2,281
                                        )Acquisition
      retention expenses
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (266
                                        )Operating
      income
                                        
                                        $
                                        9,757
                                        
                                        
                                        $
                                        9,759Average
      Client Service ProfessionalsFinancial
      Advisory
                                        
                                        
                                        658
                                        
                                        
                                        
                                        671
                                        
                                        
                                        
                                        (13
                                        )
                                        
                                        
                                        -1.9
                                        %Corporate
      Finance Consulting
                                        
                                        
                                        134
                                        
                                        
                                        
                                        126
                                        
                                        
                                        
                                        8
                                        
                                        
                                        
                                        6.3
                                        %Investment
      Banking
                                        
                                        
                                        135
                                        
                                        
                                        
                                        118
                                        
                                        
                                        
                                        17
                                        
                                        
                                        
                                        14.4
                                        %Total
                                        
                                        
                                        927
                                        
                                        
                                        
                                        915
                                        
                                        
                                        
                                        12
                                        
                                        
                                        
                                        1.3
                                        %End
      of Period Client Service ProfessionalsFinancial
      Advisory
                                        
                                        
                                        640
                                        
                                        
                                        
                                        663
                                        
                                        
                                        
                                        (23
                                        )
                                        
                                        
                                        -3.5
                                        %Corporate
      Finance Consulting
                                        
                                        
                                        136
                                        
                                        
                                        
                                        125
                                        
                                        
                                        
                                        11
                                        
                                        
                                        
                                        8.8
                                        %Investment
      Banking
                                        
                                        
                                        131
                                        
                                        
                                        
                                        121
                                        
                                        
                                        
                                        10
                                        
                                        
                                        
                                        8.3
                                        %Total
                                        
                                        
                                        907
                                        
                                        
                                        
                                        909
                                        
                                        
                                        
                                        (2
                                        )
                                        
                                        
                                        -0.2
                                        %Revenue
      per Client Service ProfessionalFinancial
      Advisory
                                        
                                        $
                                        88
                                        
                                        
                                        $
                                        98
                                        
                                        
                                        $
                                        (10
                                        )
                                        
                                        
                                        -10.2
                                        %Corporate
      Finance Consulting
                                        
                                        $
                                        112
                                        
                                        
                                        $
                                        122
                                        
                                        
                                        $
                                        (10
                                        )
                                        
                                        
                                        -8.2
                                        %Investment
      Banking
                                        
                                        $
                                        127
                                        
                                        
                                        $
                                        144
                                        
                                        
                                        $
                                        (17
                                        )
                                        
                                        
                                        -11.8
                                        %Total
                                        
                                        $
                                        97
                                        
                                        
                                        $
                                        107
                                        
                                        
                                        $
                                        (10
                                        )
                                        
                                        
                                        -9.3
                                        %


33




Results
of Operations by Segment – Continued
 (In
thousands, except headcount and rate-per-hour)




Three
      Months EndedJune
      30,
                    
                    
                    June
      30,
                    
                    
                    Unit
                    
                    
                    Percent2009
                    
                    
                    2008
                    
                    
                    Change
                    
                    
                    ChangeUtilization(1)Financial
      Advisory
                    
                    
                    62.3
                    %
                    
                    
                    60.1
                    %
                    
                    
                    2.2
                    %
                    
                    
                    3.7
                    %Corporate
      Finance Consulting
                    
                    
                    60.2
                    %
                    
                    
                    61.4
                    %
                    
                    
                    -1.2
                    %
                    
                    
                    -2.0
                    %Rate-Per-Hour(2)Financial
      Advisory
                    
                    $
                    328
                    
                    
                    $
                    371
                    
                    
                    $
                    (43
                    )
                    
                    
                    -11.6
                    %Corporate
      Finance Consulting
                    
                    $
                    404
                    
                    
                    $
                    409
                    
                    
                    $
                    (5
                    )
                    
                    
                    -1.2
                    %Revenues
      (excluding reimbursables)Financial
      Advisory
                    
                    $
                    57,906
                    
                    
                    $
                    65,460
                    
                    
                    $
                    (7,554
                    )
                    
                    
                    -11.5
                    %Corporate
      Finance Consulting
                    
                    
                    14,978
                    
                    
                    
                    15,403
                    
                    
                    
                    (425
                    )
                    
                    
                    -2.8
                    %Investment
      Banking
                    
                    
                    17,169
                    
                    
                    
                    16,938
                    
                    
                    
                    231
                    
                    
                    
                    1.4
                    %Total
                    
                    $
                    90,053
                    
                    
                    $
                    97,801
                    
                    
                    $
                    (7,748
                    )
                    
                    
                    -7.9
                    %Average
      Number of Managing DirectorsFinancial
      Advisory
                    
                    
                    99
                    
                    
                    
                    94
                    
                    
                    
                    5
                    
                    
                    
                    5.3
                    %Corporate
      Finance Consulting
                    
                    
                    30
                    
                    
                    
                    25
                    
                    
                    
                    5
                    
                    
                    
                    20.0
                    %Investment
      Banking
                    
                    
                    39
                    
                    
                    
                    32
                    
                    
                    
                    7
                    
                    
                    
                    21.9
                    %Total
                    
                    
                    168
                    
                    
                    
                    151
                    
                    
                    
                    17
                    
                    
                    
                    11.3
                    %End
      of Period Managing DirectorsFinancial
      Advisory
                    
                    
                    96
                    
                    
                    
                    98
                    
                    
                    
                    (2
                    )
                    
                    
                    -2.0
                    %Corporate
      Finance Consulting
                    
                    
                    31
                    
                    
                    
                    26
                    
                    
                    
                    5
                    
                    
                    
                    19.2
                    %Investment
      Banking
                    
                    
                    38
                    
                    
                    
                    33
                    
                    
                    
                    5
                    
                    
                    
                    15.2
                    %Total
                    
                    
                    165
                    
                    
                    
                    157
                    
                    
                    
                    8
                    
                    
                    
                    5.1
                    %Revenue
      per Managing DirectorFinancial
      Advisory
                    
                    $
                    585
                    
                    
                    $
                    696
                    
                    
                    $
                    (111
                    )
                    
                    
                    -15.9
                    %Corporate
      Finance Consulting
                    
                    $
                    499
                    
                    
                    $
                    616
                    
                    
                    $
                    (117
                    )
                    
                    
                    -19.0
                    %Investment
      Banking
                    
                    $
                    440
                    
                    
                    $
                    529
                    
                    
                    $
                    (89
                    )
                    
                    
                    -16.8
                    %Total
                    
                    $
                    536
                    
                    
                    $
                    648
                    
                    
                    $
                    (112
                    )
                    
                    
                    -17.3
                    %







(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.  Financial Advisory utilization
      excludes approximately 60 client service professionals associated with
      Rash
      & Associates, L.P. (“Rash”), a wholly-owned subsidiary of the
      Company.




(2)
              Average
      billing rate-per-hour is calculated by dividing applicable 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 approximately $2,430 and $1,915 of revenues
      associated with Rash in the three months ended June 30, 2009 and 2008,
      respectively.


34


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.  In the three months ended June 30, 2009 and 2008, the
Financial Advisory segment (primarily Valuation Advisory services) recognized
revenues of $2,245 and $3,474 from the cross utilization of its client service
professionals on engagements from the Corporate Finance Consulting segment
(primarily Portfolio Valuation services), respectively.





Financial
Advisory





Revenues




Revenues
from the Financial Advisory segment decreased $7,554 or 11.5% to $57,906 for the
three months ended June 30, 2009, compared to $65,460 for the three months ended
June 30, 2008.  The decrease in revenues resulted from our Valuation
Advisory business, partially offset by continued growth in revenues from our
Dispute & Legal Management Consulting and to a lesser extent Tax Services
businesses, as summarized in the following table:





Three
      Months EndedJune
      30,
                          
                          
                          June
      30,
                          
                          
                          Dollar
                          
                          
                          Percent2009
                          
                          
                          2008
                          
                          
                          Change
                          
                          
                          ChangeFinancial
      AdvisoryValuation
      Advisory
                          
                          $
                          33,772
                          
                          
                          $
                          45,699
                          
                          
                          $
                          (11,927
                          )
                          
                          
                          -26.1
                          %Tax
      Services
                          
                          
                          11,972
                          
                          
                          
                          11,852
                          
                          
                          
                          120
                          
                          
                          
                          1.0
                          %Dispute
      & Legal Management Consulting
                          
                          
                          12,162
                          
                          
                          
                          7,909
                          
                          
                          
                          4,253
                          
                          
                          
                          53.8
                          %$
                          57,906
                          
                          
                          $
                          65,460
                          
                          
                          $
                          (7,554
                          )
                          
                          
                          -11.5
                          %





The
decrease in revenues from our Valuation Advisory business primarily resulted
from reduced demand for services correlated to the volume of M&A
transactions, including SFAS 141 purchase price allocations and real estate
valuations.  These decreases were partially offset by increases in
revenue from goodwill impairment testing in conjunction with SFAS
142.  The increase in revenues from our Dispute & Legal Management
Consulting business primarily resulted from (i) an engagement to serve as a
financial advisor to the court appointed examiner of a large financial services
company under bankruptcy protection and (ii) incremental revenues from our
acquisition of the Lumin Expert Group.  The increase in revenues from
Tax Services primarily resulted from continued growth in property tax services
as well as the addition of professionals in our transactional tax advisory
practice during the latter half of 2008.





Segment
Operating Income




Financial
Advisory segment operating income decreased $1,116 or 9.7% to $10,339 for the
three months ended June 30, 2009, compared to $11,455 for the three months ended
June 30, 2008.  Segment operating income margin, defined as segment
operating income expressed as a percentage of segment revenues, was 17.9% for
the three months ended June 30, 2009, compared to 17.5% for the three months
ended June 30, 2008.


35





Corporate
Finance Consulting





Revenues




Revenues
from the Corporate Finance Consulting segment decreased $425 or 2.8% to $14,978
for the three months ended June 30, 2009, compared to $15,403 for the three
months ended June 30, 2008.  The decrease in revenues was driven by
reduced demand for Due Diligence services, partially offset by increases in
demand for Financial Engineering services and to a lesser extent services from
Strategic Value Advisory and Portfolio Valuation, as summarized in the following
table:





Three
      Months EndedJune
      30,
                          
                          
                          June
      30,
                          
                          
                          Dollar
                          
                          
                          Percent2009
                          
                          
                          2008
                          
                          
                          Change
                          
                          
                          ChangeCorporate
      Finance ConsultingPortfolio
      Valuation
                          
                          $
                          4,338
                          
                          
                          $
                          4,240
                          
                          
                          $
                          98
                          
                          
                          
                          2.3
                          %Financial
      Engineering
                          
                          
                          5,159
                          
                          
                          
                          4,271
                          
                          
                          
                          888
                          
                          
                          
                          20.8
                          %Strategic
      Value Advisory
                          
                          
                          3,588
                          
                          
                          
                          3,302
                          
                          
                          
                          286
                          
                          
                          
                          8.7
                          %Due
      Diligence
                          
                          
                          1,893
                          
                          
                          
                          3,590
                          
                          
                          
                          (1,697
                          )
                          
                          
                          -47.3
                          %$
                          14,978
                          
                          
                          $
                          15,403
                          
                          
                          $
                          (425
                          )
                          
                          
                          -2.8
                          %





The
decrease in revenues from Due Diligence resulted from a lower volume of M&A
transactions during the quarter. Portfolio
Valuation, Financial Engineering and Strategic Value Advisory benefited from
increased demand from existing clients as well as the addition of new
clients.





Segment
Operating Income




Operating
income from the Corporate Finance Consulting segment decreased $582 or 15.5% to
$3,178 for the three months ended June 30, 2009, compared to $3,760 for the
three months ended June 30, 2008 due to reduced revenues.  Segment
operating income margin was 21.2% for the three months ended June 30, 2009,
compared to 24.4% for the three months ended June 30, 2008, primarily from the
change in mix of revenues.





Investment
Banking





Revenues




Revenues
from the Investment Banking segment increased $231 or 1.4% to $17,169 for the
three months ended June 30, 2009, compared to $16,938 for the three months ended
June 30, 2008.  Increases in revenues from Global Restructuring
Advisory, were partially offset by decreases in revenues from M&A Advisory
and Transaction Opinions, as summarized in the following table:





Three
      Months EndedJune
      30,
                          
                          
                          June
      30,
                          
                          
                          Dollar
                          
                          
                          Percent2009
                          
                          
                          2008
                          
                          
                          Change
                          
                          
                          ChangeInvestment
      BankingGlobal
      Restructuring Advisory
                          
                          $
                          8,614
                          
                          
                          $
                          4,047
                          
                          
                          $
                          4,567
                          
                          
                          
                          112.8
                          %Transaction
      Opinions
                          
                          
                          6,180
                          
                          
                          
                          10,078
                          
                          
                          
                          (3,898
                          )
                          
                          
                          -38.7
                          %M&A
      Advisory
                          
                          
                          2,375
                          
                          
                          
                          2,813
                          
                          
                          
                          (438
                          )
                          
                          
                          -15.6
                          %$
                          17,169
                          
                          
                          $
                          16,938
                          
                          
                          $
                          231
                          
                          
                          
                          1.4
                          %





Global
Restructuring Advisory benefited from an increase in demand for our domestic
restructuring services.  Transaction Opinions and M&A Advisory
revenues decreased as a result of the current economic landscape and a lower
volume of M&A transactions which continue to present challenges for this
segment.





Segment
Operating Income




Operating
income from the Investment Banking segment increased $143 or 4.5% to $3,288 for
the three months ended June 30, 2009, compared to $3,145 for the three months
ended June 30, 2008.  Operating income margin was 19.2% for the three
months ended June 30, 2009, compared to 18.6% for the three months ended June
30, 2008, primarily as a result of lower revenues from Transaction Opinions and
M&A Advisory.





36





Six
months ended June 30, 2009 versus six months ended June 30, 2008





The
results of operations are summarized as follows:





Results
of Operations


(Dollars
in thousands)





Six
      Months EndedJune
      30,
                                                          
                                                          
                                                          June
      30,
                                                          
                                                          
                                                          Unit
                                                          
                                                          
                                                          Percent2009
                                                          
                                                          
                                                          2008
                                                          
                                                          
                                                          Change
                                                          
                                                          
                                                          ChangeRevenues
                                                          
                                                          $
                                                          179,318
                                                          
                                                          
                                                          $
                                                          190,954
                                                          
                                                          
                                                          $
                                                          (11,636
                                                          )
                                                          
                                                          
                                                          (6.1
                                                          )%Reimbursable
      expenses
                                                          
                                                          
                                                          4,663
                                                          
                                                          
                                                          
                                                          5,165
                                                          
                                                          
                                                          
                                                          (502
                                                          )
                                                          
                                                          
                                                          (9.7
                                                          )%Total
      revenues
                                                          
                                                          
                                                          183,981
                                                          
                                                          
                                                          
                                                          196,119
                                                          
                                                          
                                                          
                                                          (12,138
                                                          )
                                                          
                                                          
                                                          (6.2
                                                          )%Direct
      client service costsCompensation
      and benefits(1)
                                                          
                                                          
                                                          102,828
                                                          
                                                          
                                                          
                                                          108,996
                                                          
                                                          
                                                          
                                                          (6,168
                                                          )
                                                          
                                                          
                                                          (5.7
                                                          )%Other
      direct client service costs
                                                          
                                                          
                                                          2,847
                                                          
                                                          
                                                          
                                                          3,418
                                                          
                                                          
                                                          
                                                          (571
                                                          )
                                                          
                                                          
                                                          (16.7
                                                          )%Acquisition
      retention expenses
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          576
                                                          
                                                          
                                                          
                                                          (576
                                                          )
                                                          
                                                          
                                                          (100.0
                                                          )%Reimbursable
      expenses
                                                          
                                                          
                                                          4,652
                                                          
                                                          
                                                          
                                                          5,113
                                                          
                                                          
                                                          
                                                          (461
                                                          )
                                                          
                                                          
                                                          (9.0
                                                          )%110,327
                                                          
                                                          
                                                          
                                                          118,103
                                                          
                                                          
                                                          
                                                          (7,776
                                                          )
                                                          
                                                          
                                                          (6.6
                                                          )%Operating
      expensesSelling,
      general and administrative(2)
                                                          
                                                          
                                                          49,428
                                                          
                                                          
                                                          
                                                          53,763
                                                          
                                                          
                                                          
                                                          (4,335
                                                          )
                                                          
                                                          
                                                          (8.1
                                                          )%Depreciation
      and amortization
                                                          
                                                          
                                                          5,118
                                                          
                                                          
                                                          
                                                          4,457
                                                          
                                                          
                                                          
                                                          661
                                                          
                                                          
                                                          
                                                          14.8
                                                          %54,546
                                                          
                                                          
                                                          
                                                          58,220
                                                          
                                                          
                                                          
                                                          (3,674
                                                          )
                                                          
                                                          
                                                          (6.3
                                                          )%Operating
      income
                                                          
                                                          
                                                          19,108
                                                          
                                                          
                                                          
                                                          19,796
                                                          
                                                          
                                                          
                                                          (688
                                                          )
                                                          
                                                          
                                                          (3.5
                                                          )%Other
      expense/(income)Interest
      income
                                                          
                                                          
                                                          (17
                                                          )
                                                          
                                                          
                                                          (564
                                                          )
                                                          
                                                          
                                                          547
                                                          
                                                          
                                                          
                                                          (97.0
                                                          )%Interest
      expense
                                                          
                                                          
                                                          988
                                                          
                                                          
                                                          
                                                          1,722
                                                          
                                                          
                                                          
                                                          (734
                                                          )
                                                          
                                                          
                                                          (42.6
                                                          )%Loss
      on early extinguishment of debt
                                                          
                                                          
                                                          1,737
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          1,737
                                                          
                                                          
                                                          
                                                          N/AOther
      expense
                                                          
                                                          
                                                          87
                                                          
                                                          
                                                          
                                                          (71
                                                          )
                                                          
                                                          
                                                          158
                                                          
                                                          
                                                          
                                                          (222.5
                                                          )%2,795
                                                          
                                                          
                                                          
                                                          1,087
                                                          
                                                          
                                                          
                                                          1,708
                                                          
                                                          
                                                          
                                                          157.1
                                                          %Income
      before income taxes
                                                          
                                                          
                                                          16,313
                                                          
                                                          
                                                          
                                                          18,709
                                                          
                                                          
                                                          
                                                          (2,396
                                                          )
                                                          
                                                          
                                                          (12.8
                                                          )%Provision
      for income taxes
                                                          
                                                          
                                                          4,533
                                                          
                                                          
                                                          
                                                          4,995
                                                          
                                                          
                                                          
                                                          (462
                                                          )
                                                          
                                                          
                                                          (9.2
                                                          )%Net
      income
                                                          
                                                          
                                                          11,780
                                                          
                                                          
                                                          
                                                          13,714
                                                          
                                                          
                                                          
                                                          (1,934
                                                          )
                                                          
                                                          
                                                          (14.1
                                                          )%Less:  Net
      income attributable to the noncontrolling interest
                                                          
                                                          
                                                          8,281
                                                          
                                                          
                                                          
                                                          11,039
                                                          
                                                          
                                                          
                                                          (2,758
                                                          )
                                                          
                                                          
                                                          (25.0
                                                          )%Net
      income attributable to Duff & Phelps Corporation
                                                          
                                                          $
                                                          3,499
                                                          
                                                          
                                                          $
                                                          2,675
                                                          
                                                          
                                                          $
                                                          824
                                                          
                                                          
                                                          
                                                          30.8
                                                          %Other
      financial and operating dataAdjusted
      EBITDA(3)
                                                          
                                                          $
                                                          31,959
                                                          
                                                          
                                                          $
                                                          37,144
                                                          
                                                          
                                                          $
                                                          (5,185
                                                          )
                                                          
                                                          
                                                          (14.0
                                                          )%Adjusted
      EBITDA(3)
      as a percentage of revenues
                                                          
                                                          
                                                          17.8
                                                          %
                                                          
                                                          
                                                          19.5
                                                          %
                                                          
                                                          
                                                          -1.6
                                                          %
                                                          
                                                          
                                                          (8.4
                                                          )%End
      of period managing directors
                                                          
                                                          
                                                          165
                                                          
                                                          
                                                          
                                                          157
                                                          
                                                          
                                                          
                                                          8
                                                          
                                                          
                                                          
                                                          5.1
                                                          %End
      of period client service professionals
                                                          
                                                          
                                                          907
                                                          
                                                          
                                                          
                                                          909
                                                          
                                                          
                                                          
                                                          (2
                                                          )
                                                          
                                                          
                                                          (0.2
                                                          )%







(1)
            Compensation
      and benefits include $9,338 and $9,630 of equity-based compensation
      expense for the six months ended June 30, 2009 and 2008,
      respectively.




(2)
            Selling,
      general and administrative expenses include $3,556 and $5,319 of
      equity-based compensation expense for the six months ended June 30, 2009
      and 2008, respectively.




(3)
            Adjusted
      EBITDA is a non-GAAP financial measure and is calculated as
      follows:




37





(3)
            Continued
      . . .





Reconciliation
of Adjusted EBITDA


(Dollars
in thousands)





Six
      Months EndedJune
      30,
                          
                          
                          June
      30,2009
                          
                          
                          2008Revenues
      (excluding client reimbursables)
                          
                          $
                          179,318
                          
                          
                          $
                          190,954Net
      income attributable to Duff & Phelps Corporation
                          
                          $
                          3,499
                          
                          
                          $
                          2,675Net
      income attributable to the noncontrolling interest
                          
                          
                          8,281
                          
                          
                          
                          11,039Provision
      for income taxes
                          
                          
                          4,533
                          
                          
                          
                          4,995Other
      expense/(income), net
                          
                          
                          2,795
                          
                          
                          
                          1,087Depreciation
      and amortization
                          
                          
                          5,118
                          
                          
                          
                          4,457Acquisition
      retention expenses
                          
                          
                          -
                          
                          
                          
                          576Equity-based
      compensation associated with Legacy Units and IPO Options
                          
                          
                          7,733
                          
                          
                          
                          12,315Adjusted
      EBITDA
                          
                          $
                          31,959
                          
                          
                          $
                          37,144Adjusted
      EBITDA as a percentage of revenues
                          
                          
                          17.8
                          %
                          
                          
                          19.5
                          %





Adjusted
EBITDA is a non-GAAP financial measure.  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 attributable to Duff & Phelps Corporation for (a)
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), (b) equity-based
compensation associated with the Legacy Units, a significant portion of which is
due to certain one-time grants associated with predecessor acquisitions and IPO
Options, (c) acquisition retention expenses which are related to deferred
payments associated with prior acquisitions, and (d) net income attributable to
the noncontrolling interest.





Given the
level of acquisition activity during the period prior to the Company’s initial
public offering (“Predecessor”), and related capital investments and one time
equity grants associated with acquisitions during the Predecessor period (which
we do not expect to incur at the same levels in periods subsequent to the
Company’s initial public offering) 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.  A measure similar to Adjusted EBITDA is the principal
measure that determines the compensation of our senior management
team.  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, consists of net income attributable to Duff
& Phelps Corporation before (a) net income attributable to the
noncontrolling interest, (b) provision for income taxes, (c) other
expense/(income), net, (d) depreciation and amortization, (e) acquisition
retention expenses, and (f) equity-based compensation associated with Legacy
Units and IPO Options included in (i) compensation and benefits and (ii)
selling, general and administrative expenses.





This
non-GAAP financial measure is not prepared in accordance with, and should not be
considered an alternative 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 differently and, therefore,
Adjusted EBITDA as presented for us may not be comparable to Adjusted EBITDA
reported by other companies.


38


Overview





The
current global recession, especially the dislocation of the credit markets and
the financial services industry, continues to present us with opportunities and
challenges.  While our service offerings generally correlated to the
volume of M&A transactions continue to experience reduced demand, growth in
other business units partially offset this reduction with opportunities arising
from counter-cyclical and non-cyclical services.  Services we believe
to be generally counter-cyclical include our global restructuring services,
dispute and legal management consulting, and goodwill impairment testing in
conjunction with SFAS 142.  Services we believe to be generally
non-cyclical include portfolio valuation, financial engineering and tax
services.





Revenues





Revenues
excluding reimbursable expenses decreased $11,636 or 6.1% to $179,318, compared
to $190,954 for the six months ended June 30, 2008.  The decrease in
revenues primarily resulted from a 14.6% decrease in revenues attributable to
our Investment Banking segment and a 6.4% decrease in revenues from our
Financial Advisory segment.  These decreases were partially offset by
a 6.4% increase in revenues provided by our Corporate Finance Consulting
segment, as summarized in the following table:





Six
      Months EndedJune
      30,
                                    
                                    
                                    June
      30,
                                    
                                    
                                    Dollar
                                    
                                    
                                    Percent2009
                                    
                                    
                                    2008
                                    
                                    
                                    Change
                                    
                                    
                                    ChangeFinancial
      AdvisoryValuation
      Advisory
                                    
                                    $
                                    74,142
                                    
                                    
                                    $
                                    92,560
                                    
                                    
                                    $
                                    (18,418
                                    )
                                    
                                    
                                    -19.9
                                    %Tax
      Services
                                    
                                    
                                    22,850
                                    
                                    
                                    
                                    20,741
                                    
                                    
                                    
                                    2,109
                                    
                                    
                                    
                                    10.2
                                    %Dispute
      & Legal Management Consulting
                                    
                                    
                                    21,805
                                    
                                    
                                    
                                    13,596
                                    
                                    
                                    
                                    8,209
                                    
                                    
                                    
                                    60.4
                                    %118,797
                                    
                                    
                                    
                                    126,897
                                    
                                    
                                    
                                    (8,100
                                    )
                                    
                                    
                                    -6.4
                                    %Corporate
      Finance ConsultingPortfolio
      Valuation
                                    
                                    
                                    10,633
                                    
                                    
                                    
                                    6,622
                                    
                                    
                                    
                                    4,011
                                    
                                    
                                    
                                    60.6
                                    %Financial
      Engineering
                                    
                                    
                                    9,307
                                    
                                    
                                    
                                    7,589
                                    
                                    
                                    
                                    1,718
                                    
                                    
                                    
                                    22.6
                                    %Strategic
      Value Advisory
                                    
                                    
                                    6,208
                                    
                                    
                                    
                                    5,564
                                    
                                    
                                    
                                    644
                                    
                                    
                                    
                                    11.6
                                    %Due
      Diligence
                                    
                                    
                                    3,446
                                    
                                    
                                    
                                    8,050
                                    
                                    
                                    
                                    (4,604
                                    )
                                    
                                    
                                    -57.2
                                    %29,594
                                    
                                    
                                    
                                    27,825
                                    
                                    
                                    
                                    1,769
                                    
                                    
                                    
                                    6.4
                                    %Investment
      BankingGlobal
      Restructuring Advisory
                                    
                                    
                                    14,192
                                    
                                    
                                    
                                    6,881
                                    
                                    
                                    
                                    7,311
                                    
                                    
                                    
                                    106.2
                                    %Transaction
      Opinions
                                    
                                    
                                    12,281
                                    
                                    
                                    
                                    21,006
                                    
                                    
                                    
                                    (8,725
                                    )
                                    
                                    
                                    -41.5
                                    %M&A
      Advisory
                                    
                                    
                                    4,454
                                    
                                    
                                    
                                    8,345
                                    
                                    
                                    
                                    (3,891
                                    )
                                    
                                    
                                    -46.6
                                    %30,927
                                    
                                    
                                    
                                    36,232
                                    
                                    
                                    
                                    (5,305
                                    )
                                    
                                    
                                    -14.6
                                    %Total
      revenues (excluding reimbursables)
                                    
                                    $
                                    179,318
                                    
                                    
                                    $
                                    190,954
                                    
                                    
                                    $
                                    (11,636
                                    )
                                    
                                    
                                    -6.1
                                    %





Services
within each of our segments were impacted by the general economic environment
and dislocation of the credit markets which led to a substantially lower volume
of M&A and real estate transactions and a corresponding decline in revenues
from services associated with Valuation Advisory, Due Diligence, Transaction
Opinions and M&A Advisory.  These decreases were partially offset
primarily by increases in revenues from services associated with Global
Restructuring, Dispute & Legal Management Consulting, Portfolio Valuation
and to a lesser extent other Corporate Finance Consulting services.





Our
client service headcount decreased to 907 client service professionals at June
30, 2009 from 975 client service professionals at December 31,
2008.  This decrease resulted from targeted reductions and attrition,
partially offset by limited hiring of professionals in areas which we have
targeted for investment.  Our client service headcount decreased to
907 client service professionals at June 30, 2009 from 909 client service
professionals at June 30, 2008.


39





Direct
Client Service Costs





Direct
client service costs decreased $7,776 or 6.6% to $110,327 for the six months
ended June 30, 2009, compared to $118,103 for the six months ended June 30,
2008.  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.  Adjusted
direct client service costs decreased between periods as a result of a concerted
effort to control expenses.





Direct
Client Service Costs


(Dollars
in thousands)





Six
      Months EndedJune
      30,
                          
                          
                          June
      30,2009
                          
                          
                          2008Revenues
      (excluding reimbursables)
                          
                          $
                          179,318
                          
                          
                          $
                          190,954Total
      direct client service costs
                          
                          $
                          110,327
                          
                          
                          $
                          118,103Less:  equity-based
      compensation associated with Legacy Units and IPO Options
                          
                          
                          (5,880
                          )
                          
                          
                          (8,505
                          )Less:  acquisition
      retention expenses
                          
                          
                          -
                          
                          
                          
                          (576
                          )Less:  reimbursable
      expenses
                          
                          
                          (4,652
                          )
                          
                          
                          (5,113
                          )Direct
      client service costs, as adjusted
                          
                          $
                          99,795
                          
                          
                          $
                          103,909Direct
      client service costs, as adjusted, as a percentage of
    revenues
                          
                          
                          55.7
                          %
                          
                          
                          54.4
                          %





The
decrease in direct client service costs, as adjusted, resulted from lower
accrued compensation, primarily as a result of the decline in revenues between
periods.





Equity-based
compensation decreased between periods primarily as a result of the accelerated
attribution of expense on awards with graded-tranche vesting in prior periods
for Legacy Units and IPO Options, partially offset by changes in estimates of
forfeiture rates and an increase in expense from grants of Ongoing
RSAs.  Expenses related to retention payments associated with the
acquisition of the CVC business in 2005 decreased as a result of the completion
of the payments in 2008.  CVC represents the Corporate Value
Consulting business (“CVC”) which we acquired in 2005 from the Standard &
Poor’s division of The McGraw-Hill Companies, Inc.





Operating
Expenses





Operating
expenses decreased $3,674 or 6.3% to $54,546 for the six months ended June 30,
2009, compared to $58,220 for the six months ended June 30, 2008.  The
following table adjusts operating expenses for depreciation and amortization and
equity-based compensation associated with Legacy Units and IPO
Options.





Operating
Expenses


(Dollars
in thousands)





Six
      Months EndedJune
      30,
                          
                          
                          June
      30,2009
                          
                          
                          2008Revenues
      (excluding reimbursables)
                          
                          $
                          179,318
                          
                          
                          $
                          190,954Total
      operating expenses
                          
                          $
                          54,546
                          
                          
                          $
                          58,220Less:  equity-based
      compensation associated with Legacy Units and IPO Options
                          
                          
                          (1,853
                          )
                          
                          
                          (3,810
                          )Less:  depreciation
      and amortization
                          
                          
                          (5,118
                          )
                          
                          
                          (4,457
                          )Operating
      expenses, as adjusted
                          
                          $
                          47,575
                          
                          
                          $
                          49,953Operating
      expenses, as adjusted, as a percentage of revenues
                          
                          
                          26.5
                          %
                          
                          
                          26.2
                          %




40





The
decrease in operating expenses, as adjusted, resulted from (i) lower practice
development expenses, (ii) lower recruiting costs from a decline in hiring
activity and (iii) lower accrued compensation primarily as a result of the
decline in revenues between periods, partially offset by higher professional
fees, salaries and bad debts.





Equity-based
compensation decreased between periods primarily as a result of the accelerated
attribution of expense on awards with graded-tranche vesting in prior periods
for Legacy Units and IPO Options, partially offset by changes in estimates of
forfeiture rates and an increase in expense for grants of Ongoing
RSAs.





Other
Income and Expenses





Other
income and expenses include interest income, interest expense and other
expense.  Interest expense decreased primarily as a result of
repayment and termination of our credit facility.  The termination of
our credit facility resulted in a $1,737 early extinguishment charge of which
$1,674 was non-cash.  Other expense increased primarily from non-cash
loss from the change in fair market value of the interest rate swap and related
quarterly payment.





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 majority 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 40.4% and 59.5% at June 30, 2009 and
2008, respectively.





Provision
for Income Taxes





The
provision for income taxes was $4,533 or 27.8% of income before income taxes for
the six months ended June 30, 2009, compared to $4,995 or 26.7% of
income before income taxes for the six months ended June 30,
2008.  The U.S. statutory income tax rate of 35% was 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.


41


Segment
Results – Six months ended June 30, 2009 versus six months ended June 30,
2008





The
following table sets forth selected segment operating results:





Results
of Operations by Segment


(In
thousands, except headcount and rate-per-hour)





Six
      Months EndedJune
      30,
                                      
                                      
                                      June
      30,
                                      
                                      
                                      Unit
                                      
                                      
                                      Percent2009
                                      
                                      
                                      2008
                                      
                                      
                                      Change
                                      
                                      
                                      ChangeFinancial
      AdvisoryRevenues
      (excluding reimbursables)
                                      
                                      $
                                      118,797
                                      
                                      
                                      $
                                      126,897
                                      
                                      
                                      $
                                      (8,100
                                      )
                                      
                                      
                                      -6.4
                                      %Segment
      operating income
                                      
                                      $
                                      20,688
                                      
                                      
                                      $
                                      20,910
                                      
                                      
                                      $
                                      (222
                                      )
                                      
                                      
                                      -1.1
                                      %Segment
      operating income margin
                                      
                                      
                                      17.4
                                      %
                                      
                                      
                                      16.5
                                      %
                                      
                                      
                                      0.9
                                      %
                                      
                                      
                                      5.7
                                      %Corporate
      Finance ConsultingRevenues
      (excluding reimbursables)
                                      
                                      $
                                      29,594
                                      
                                      
                                      $
                                      27,825
                                      
                                      
                                      $
                                      1,769
                                      
                                      
                                      
                                      6.4
                                      %Segment
      operating income
                                      
                                      $
                                      6,430
                                      
                                      
                                      $
                                      6,661
                                      
                                      
                                      $
                                      (231
                                      )
                                      
                                      
                                      -3.5
                                      %Segment
      operating income margin
                                      
                                      
                                      21.7
                                      %
                                      
                                      
                                      23.9
                                      %
                                      
                                      
                                      -2.2
                                      %
                                      
                                      
                                      -9.2
                                      %Investment
      BankingRevenues
      (excluding reimbursables)
                                      
                                      $
                                      30,927
                                      
                                      
                                      $
                                      36,232
                                      
                                      
                                      $
                                      (5,305
                                      )
                                      
                                      
                                      -14.6
                                      %Segment
      operating income
                                      
                                      $
                                      4,830
                                      
                                      
                                      $
                                      9,521
                                      
                                      
                                      $
                                      (4,691
                                      )
                                      
                                      
                                      -49.3
                                      %Segment
      operating income margin
                                      
                                      
                                      15.6
                                      %
                                      
                                      
                                      26.3
                                      %
                                      
                                      
                                      -10.7
                                      %
                                      
                                      
                                      -40.6
                                      %TotalRevenues
      (excluding reimbursables)
                                      
                                      $
                                      179,318
                                      
                                      
                                      $
                                      190,954Segment
      operating income
                                      
                                      $
                                      31,948
                                      
                                      
                                      $
                                      37,092Net
      client reimbursable expenses
                                      
                                      
                                      11
                                      
                                      
                                      
                                      52Equity-based
      compensation from  Legacy Units and IPO Options
                                      
                                      
                                      (7,733
                                      )
                                      
                                      
                                      (12,315
                                      )Depreciation
      and amortization
                                      
                                      
                                      (5,118
                                      )
                                      
                                      
                                      (4,457
                                      )Acquisition
      retention expenses
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (576
                                      )Operating
      income
                                      
                                      $
                                      19,108
                                      
                                      
                                      $
                                      19,796Average
      Client Service ProfessionalsFinancial
      Advisory
                                      
                                      
                                      679
                                      
                                      
                                      
                                      666
                                      
                                      
                                      
                                      13
                                      
                                      
                                      
                                      2.0
                                      %Corporate
      Finance Consulting
                                      
                                      
                                      133
                                      
                                      
                                      
                                      118
                                      
                                      
                                      
                                      15
                                      
                                      
                                      
                                      12.7
                                      %Investment
      Banking
                                      
                                      
                                      135
                                      
                                      
                                      
                                      110
                                      
                                      
                                      
                                      25
                                      
                                      
                                      
                                      22.7
                                      %Total
                                      
                                      
                                      947
                                      
                                      
                                      
                                      894
                                      
                                      
                                      
                                      53
                                      
                                      
                                      
                                      5.9
                                      %End
      of Period Client Service ProfessionalsFinancial
      Advisory
                                      
                                      
                                      640
                                      
                                      
                                      
                                      663
                                      
                                      
                                      
                                      (23
                                      )
                                      
                                      
                                      -3.5
                                      %Corporate
      Finance Consulting
                                      
                                      
                                      136
                                      
                                      
                                      
                                      125
                                      
                                      
                                      
                                      11
                                      
                                      
                                      
                                      8.8
                                      %Investment
      Banking
                                      
                                      
                                      131
                                      
                                      
                                      
                                      121
                                      
                                      
                                      
                                      10
                                      
                                      
                                      
                                      8.3
                                      %Total
                                      
                                      
                                      907
                                      
                                      
                                      
                                      909
                                      
                                      
                                      
                                      (2
                                      )
                                      
                                      
                                      -0.2
                                      %Revenue
      per Client Service ProfessionalFinancial
      Advisory
                                      
                                      $
                                      175
                                      
                                      
                                      $
                                      191
                                      
                                      
                                      $
                                      (16
                                      )
                                      
                                      
                                      -8.4
                                      %Corporate
      Finance Consulting
                                      
                                      $
                                      223
                                      
                                      
                                      $
                                      236
                                      
                                      
                                      $
                                      (13
                                      )
                                      
                                      
                                      -5.5
                                      %Investment
      Banking
                                      
                                      $
                                      229
                                      
                                      
                                      $
                                      329
                                      
                                      
                                      $
                                      (100
                                      )
                                      
                                      
                                      -30.4
                                      %Total
                                      
                                      $
                                      189
                                      
                                      
                                      $
                                      214
                                      
                                      
                                      $
                                      (25
                                      )
                                      
                                      
                                      -11.7
                                      %




42




Results
of Operations by Segment – Continued


(In
thousands, except headcount and rate-per-hour)





Six Months EndedJune 30,
                                  
                                  
                                  June 30,
                                  
                                  
                                  Unit
                                  
                                  
                                  Percent2009
                                  
                                  
                                  2008
                                  
                                  
                                  Change
                                  
                                  
                                  ChangeUtilization(1)Financial
      Advisory
                                  
                                  
                                  64.8
                                  %
                                  
                                  
                                  63.5
                                  %
                                  
                                  
                                  1.3
                                  %
                                  
                                  
                                  2.0
                                  %Corporate
      Finance Consulting
                                  
                                  
                                  57.9
                                  %
                                  
                                  
                                  61.5
                                  %
                                  
                                  
                                  -3.6
                                  %
                                  
                                  
                                  -5.9
                                  %Rate-Per-Hour(2)Financial
      Advisory
                                  
                                  $
                                  316
                                  
                                  
                                  $
                                  345
                                  
                                  
                                  $
                                  (29
                                  )
                                  
                                  
                                  -8.4
                                  %Corporate
      Finance Consulting
                                  
                                  $
                                  416
                                  
                                  
                                  $
                                  377
                                  
                                  
                                  $
                                  39
                                  
                                  
                                  
                                  10.3
                                  %Revenues
      (excluding reimbursables)Financial
      Advisory
                                  
                                  $
                                  118,797
                                  
                                  
                                  $
                                  126,897
                                  
                                  
                                  $
                                  (8,100
                                  )
                                  
                                  
                                  -6.4
                                  %Corporate
      Finance Consulting
                                  
                                  
                                  29,594
                                  
                                  
                                  
                                  27,825
                                  
                                  
                                  
                                  1,769
                                  
                                  
                                  
                                  6.4
                                  %Investment
      Banking
                                  
                                  
                                  30,927
                                  
                                  
                                  
                                  36,232
                                  
                                  
                                  
                                  (5,305
                                  )
                                  
                                  
                                  -14.6
                                  %Total
                                  
                                  $
                                  179,318
                                  
                                  
                                  $
                                  190,954
                                  
                                  
                                  $
                                  (11,636
                                  )
                                  
                                  
                                  -6.1
                                  %Average
      Number of Managing DirectorsFinancial
      Advisory
                                  
                                  
                                  100
                                  
                                  
                                  
                                  89
                                  
                                  
                                  
                                  11
                                  
                                  
                                  
                                  12.4
                                  %Corporate
      Finance Consulting
                                  
                                  
                                  30
                                  
                                  
                                  
                                  22
                                  
                                  
                                  
                                  8
                                  
                                  
                                  
                                  36.4
                                  %Investment
      Banking
                                  
                                  
                                  37
                                  
                                  
                                  
                                  31
                                  
                                  
                                  
                                  6
                                  
                                  
                                  
                                  19.4
                                  %Total
                                  
                                  
                                  167
                                  
                                  
                                  
                                  142
                                  
                                  
                                  
                                  25
                                  
                                  
                                  
                                  17.6
                                  %End
      of Period Managing DirectorsFinancial
      Advisory
                                  
                                  
                                  96
                                  
                                  
                                  
                                  98
                                  
                                  
                                  
                                  (2
                                  )
                                  
                                  
                                  -2.0
                                  %Corporate
      Finance Consulting
                                  
                                  
                                  31
                                  
                                  
                                  
                                  26
                                  
                                  
                                  
                                  5
                                  
                                  
                                  
                                  19.2
                                  %Investment
      Banking
                                  
                                  
                                  38
                                  
                                  
                                  
                                  33
                                  
                                  
                                  
                                  5
                                  
                                  
                                  
                                  15.2
                                  %Total
                                  
                                  
                                  165
                                  
                                  
                                  
                                  157
                                  
                                  
                                  
                                  8
                                  
                                  
                                  
                                  5.1
                                  %Revenue
      per Managing DirectorFinancial
      Advisory
                                  
                                  $
                                  1,188
                                  
                                  
                                  $
                                  1,426
                                  
                                  
                                  $
                                  (238
                                  )
                                  
                                  
                                  -16.7
                                  %Corporate
      Finance Consulting
                                  
                                  $
                                  986
                                  
                                  
                                  $
                                  1,265
                                  
                                  
                                  $
                                  (279
                                  )
                                  
                                  
                                  -22.1
                                  %Investment
      Banking
                                  
                                  $
                                  836
                                  
                                  
                                  $
                                  1,169
                                  
                                  
                                  $
                                  (333
                                  )
                                  
                                  
                                  -28.5
                                  %Total
                                  
                                  $
                                  1,074
                                  
                                  
                                  $
                                  1,345
                                  
                                  
                                  $
                                  (271
                                  )
                                  
                                  
                                  -20.1
                                  %







(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.  Financial Advisory utilization
      excludes approximately 60 client service professionals associated with
      Rash.




(2)
              Average
      billing rate-per-hour is calculated by dividing applicable 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 approximately $4,322 and $3,939 of revenues
      associated with Rash in the six months ended June 30, 2009 and 2008,
      respectively.


43





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.  In the six months ended June 30, 2009 and 2008, the
Financial Advisory segment (primarily Valuation Advisory services) recognized
revenues of $6,567 and $8,698 from the cross utilization of its client service
professionals on engagements from the Corporate Finance Consulting segment
(primarily Portfolio Valuation services), respectively.





Financial
Advisory





Revenues




Revenues
from the Financial Advisory segment decreased $8,100 or 6.4% to $118,797 for the
six months ended June 30, 2009, compared to $126,897 for the six months ended
June 30, 2008.  The decrease in revenues resulted from our Valuation
Advisory business, partially offset by continued growth in revenues from our
Dispute & Legal Management Consulting and to a lesser extent Tax Services
businesses, as summarized in the following table:




Six Months EndedJune 30,
            
            
            June 30,
            
            
            Dollar
            
            
            Percent2009
            
            
            2008
            
            
            Change
            
            
            ChangeFinancial
      AdvisoryValuation
      Advisory
            
            $
            74,142
            
            
            $
            92,560
            
            
            $
            (18,418
            )
            
            
            -19.9
            %Tax
      Services
            
            
            22,850
            
            
            
            20,741
            
            
            
            2,109
            
            
            
            10.2
            %Dispute
      & Legal Management Consulting
            
            
            21,805
            
            
            
            13,596
            
            
            
            8,209
            
            
            
            60.4
            %$
            118,797
            
            
            $
            126,897
            
            
            $
            (8,100
            )
            
            
            -6.4
            %





The
decrease in revenues from our Valuation Advisory business primarily resulted
from reduced demand for services correlated to the volume of M&A
transactions, including SFAS 141 purchase price allocations and real estate
valuations.  These decreases were partially offset by increases in
revenue from goodwill impairment testing in conjunction with SFAS
142.  The increase in revenues from our Dispute & Legal Management
Consulting business primarily resulted from (i) an engagement to serve as a
financial advisor to the court appointed examiner of a large financial services
company under bankruptcy protection and (ii) incremental revenues from our
acquisitions of the Lumin Expert Group and Dubinsky & Company,
P.C.  The increase in revenues from Tax Services primarily resulted
from continued growth in property tax services as well as the addition of
professionals in our transactional tax advisory practice during the latter half
of 2008.





Segment
Operating Income




Financial
Advisory segment operating income decreased $222 or 1.1% to $20,688 for the six
months ended June 30, 2009, compared to $20,910 for the six months ended June
30, 2008.  Segment operating income margin, defined as segment
operating income expressed as a percentage of segment revenues, was 17.4% for
the six months ended June 30, 2009, compared to 16.5% for the six months ended
June 30, 2008, primarily from the change in mix of revenues.


44





Corporate
Finance Consulting





Revenues




Revenues
from the Corporate Finance Consulting segment increased $1,769 or 6.4% to
$29,594 for the six months ended June 30, 2009, compared to $27,825 for the six
months ended June 30, 2008 due to reduced revenues.  Growth was
primarily driven by demand for Portfolio Valuation services and to a lesser
extent services from Financial Engineering and Strategic Value Advisory,
partially offset by a decrease in revenues from Due Diligence, as summarized in
the following table:




Six Months EndedJune 30,
            
            
            June 30,
            
            
            Dollar
            
            
            Percent2009
            
            
            2008
            
            
            Change
            
            
            ChangeCorporate
      Finance ConsultingPortfolio
      Valuation
            
            $
            10,633
            
            
            $
            6,622
            
            
            $
            4,011
            
            
            
            60.6
            %Financial
      Engineering
            
            
            9,307
            
            
            
            7,589
            
            
            
            1,718
            
            
            
            22.6
            %Strategic
      Value Advisory
            
            
            6,208
            
            
            
            5,564
            
            
            
            644
            
            
            
            11.6
            %Due
      Diligence
            
            
            3,446
            
            
            
            8,050
            
            
            
            (4,604
            )
            
            
            -57.2
            %$
            29,594
            
            
            $
            27,825
            
            
            $
            1,769
            
            
            
            6.4
            %





Portfolio
Valuation, Financial Engineering and Strategic Value Advisory benefited from
increased demand from existing clients as well as the addition of new
clients.  The decrease in revenues from Due Diligence resulted from a
lower volume of M&A transactions during the first half of the
year.





Segment
Operating Income




Operating
income from the Corporate Finance Consulting segment decreased $231 or 3.5% to
$6,430 for the six months ended June 30, 2009, compared to $6,661 for the six
months ended June 30, 2008.  Segment operating income margin was 21.7%
for the six months ended June 30, 2009, compared to 23.9% for the six months
ended June 30, 2008, primarily from the change in mix of revenues.





Investment
Banking





Revenues




Revenues
from the Investment Banking segment decreased $5,305 or 14.6% to $30,927 for the
six months ended June 30, 2009, compared to $36,232 for the six months ended
June 30, 2008, as summarized in the following table:




Six Months EndedJune 30,
            
            
            June 30,
            
            
            Dollar
            
            
            Percent2009
            
            
            2008
            
            
            Change
            
            
            ChangeInvestment
      BankingGlobal
      Restructuring Advisory
            
            $
            14,192
            
            
            $
            6,881
            
            
            $
            7,311
            
            
            
            106.2
            %Transaction
      Opinions
            
            
            12,281
            
            
            
            21,006
            
            
            
            (8,725
            )
            
            
            -41.5
            %M&A
      Advisory
            
            
            4,454
            
            
            
            8,345
            
            
            
            (3,891
            )
            
            
            -46.6
            %$
            30,927
            
            
            $
            36,232
            
            
            $
            (5,305
            )
            
            
            -14.6
            %




A lower
volume of M&A transactions and the current economic landscape continue to
present challenges for this segment, especially with respect to Transaction
Opinions and M&A Advisory.  Global Restructuring Advisory
benefited from an increase in demand for our domestic restructuring services and
our international restructuring practice, which we launched in the second
quarter of 2008.





Segment
Operating Income




Operating
income from the Investment Banking segment decreased $4,691 or 49.3% to $4,830
for the six months ended June 30, 2009, compared to $9,521 for the six months
ended June 30, 2008.  Operating income margin was 15.6% for the six
months ended June 30, 2009, compared to 26.3% for the six months ended June 30,
2008, primarily as a result of lower revenues from Transaction Opinions and
M&A Advisory.


45





Liquidity
and Capital Resources





Our
primary sources of liquidity are our existing non-restricted cash balances and
availability under our revolving credit facility (see below).  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) the timing of payment of bonuses to professionals, (iv) distributions and
other payments to noncontrolling unitholders, (v) corporate tax payments by the
Company and (vi) dividends to the extent declared by the Board of
Directors.





Cash and
cash equivalents decreased by $22,793 to $58,588 at June 30, 2009, compared to
$81,381 at December 31, 2008.  The decrease in cash resulted from
$16,144 used in financing activities and $9,556 used in investing activities,
partially offset by $2,372 provided by operating activities.





Operating
Activities




During
the six months ended June 30, 2009, cash of $2,372 was provided by operating
activities, compared to $10,945 used by operating activities in the prior year
period.  The increase of amounts provided by operating activities
primarily resulted from lower cash bonus payments made in 2009 with respect to
the 2008 bonus year, as compared to cash bonus payments made in 2008 with
respect to the 2007 bonus year, offset by lower bonus accruals in the current
year, as compared to the prior year.  Typically, we accrue performance
bonuses during the course of the calendar year, therefore generating cash, which
is used to fund bonus payments to our personnel early in the following
year.





Investing
Activities




During
the six months ended June 30, 2009, cash of $9,556 was used in investing
activities, compared to $19,395 used in the prior year
period.  Investing activities during the current period included (i)
purchases of property and equipment to support our continued growth and (ii)
purchases of and proceeds from the sale of investments related to the Company’s
deferred compensation plan.  Management believes these investments
pose limited liquidity risk.





Financing
Activities




During
the six months ended June 30, 2009, cash of $16,144 was used in financing
activities, compared to $8,163 used in the prior year
period.  Significant financing activities are summarized as
follows:





·
            Net
      proceeds from sale of Class A common stock – On May 18, 2009, we
      consummated a follow-on offering with the sale of 8,050 newly issued
      shares of Class A common stock at $14.75 per share, less an underwriting
      discount of $0.7375 per share.  Net proceeds totaled $111,840 of
      which $31 was accrued at June 30, 2009, as summarized in the following
      table:




Stock
      subscription of 7,000 shares at $14.75 per share
              
              $
              103,250Over
      allotment of 1,050 shares at $14.75 per share
              
              
              15,488Underwriting
      discount of 8,050 shares at $0.7375 per share
              
              
              (5,937
              )Offering
      related expenses
              
              
              (961
              )Net
      proceeds
              
              
              111,840Add
      back amounts accrued, not yet paid
              
              
              31Net
      proceeds per cash flow
              
              $
              111,871





·
            Redemption
      of noncontrolling unitholders – In conjunction with the follow-on
      offering, we used $67,112 of our net proceeds to redeem 3,500 New Class A
      Units of D&P Acquisitions held by entities affiliated with Lovell
      Minnick Partners and Vestar Capital Partners and 1,050 New Class A Units
      of D&P Acquisitions held by employees, including executive officers,
      directors and entities affiliated with our directors.  Units
      were redeemed at a price per unit equal to the public offering
      price.  In connection with the redemption, a corresponding
      number of shares of Class B common stock were also
    cancelled.





·
            Repayments
      of debt – Repayments of debt totaled $42,763 and were used to repay all
      outstanding borrowings and terminate our credit agreement with General
      Electric Capital Corporation.




46





·
            Distributions
      and other payments to noncontrolling unitholders – Distributions and other
      payments to noncontrolling unitholders are summarized as
      follows:





Six Months EndedJune 30,
                            
                            
                            June 30,2009
                            
                            
                            2008Distributions
      for taxes
                            
                            $
                            11,714
                            
                            
                            $
                            7,766Other
      distributions
                            
                            
                            656
                            
                            
                            
                            -Payments
      pursuant to the Tax Receivable Agreement
                            
                            
                            -
                            
                            
                            
                            -$
                            12,370
                            
                            
                            $
                            7,766





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
marginal tax distribution rate has been set at 45%.  During the six
months ended June 30, 2009 and 2008, D&P Acquisitions made aggregate
distributions to its members, not including the Company, with respect to
estimated taxable income for year-to-date 2009 and 2008,
respectively.  D&P Acquisitions is only required to make such
distributions if cash is available for such purposes for at least the next 12
month period.  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





During
the six months ended June 30, 2009, the Company distributed $656 to holders of
New Class A Units of D&P Acquisitions (other than Duff & Phelps
Corporation).  The distribution was made concurrently with the
dividend of $0.05 per share of Class A common stock outstanding to shareholders
of record on June 12, 2009.  Concurrent with the payment of the
dividend, holders of New Class A Units received a $0.05 distribution per vested
unit which 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 distribution of $0.05 per unvested unit
was deposited into a segregated account and will be released once a year with
respect to units that vested during that year.  The segregated amount for
unvested units totaled $156 and is included as a component of “Restricted cash”
on the Consolidated Balance Sheet at June 30, 2009.  The distribution
on unvested units that forfeit will be 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.  There were no payments under the TRA in the six months ended
June 30, 2009 as these payments are typically made in the fourth quarter of each
year.  In 2008, the Company made payments of $791 with respect to the
period from October 4 through December 31, 2007.  D&P Acquisitions
expects to make future payments under the TRA to the extent cash is available
for such purposes.





At June
30, 2009, the Company recorded a liability of $92,027, representing the payments
due to D&P Acquisitions’ unitholders under the TRA.  In connection
with the follow-on offering, the Company acquired 4,550  New Class A
Units of D&P Acquisitions (see Note 2).   This transaction
generated additional obligations to the selling members under the TRA which
resulted in an increase in the TRA liability and an associated increase in net
deferred tax assets.


47





Within
the next 12 month period, the Company expects to pay $3,148 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 with 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 tax receivable agreement, 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, filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q as filed with
the SEC on November 14, 2007.





·
            Increase
      in restricted cash – The increase in restricted cash resulted from $3,887
      of deposits to secure certain letters of credit and $156 of deposits for
      the distribution of $0.05 per unvested unit to noncontrolling unitholders
      as described above.





·
            Dividends
      – Cash dividends of $1,197 reflects the payment of a quarterly dividend of
      $0.05 per share on our outstanding Class A common stock, including holders
      of restricted stock awards.





·
            Repurchases
      of Class A common stock – Repurchases of Class A common stock represents
      shares of Class A common stock withheld to cover payroll tax withholdings
      related to the lapse of restrictions on Ongoing RSAs.  These
      shares were not part of a publicly announced repurchase
      program.





Credit
Facility




On July
15, 2009, Duff & Phelps, LLC entered into a Credit Agreement (the "Credit
Agreement") with Bank of America, N.A., as administrative agent and the lenders
from time to time party thereto, providing 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 is July 15, 2012 and amounts
borrowed may be voluntarily prepaid at any time without penalty or premium,
subject to customary breakage costs.





Loans
under the Credit Facility will, at the Company's option, bear interest on the
principal amount outstanding at either (a) a rate equal to LIBOR, plus an
applicable margin or (b) a base rate, plus an applicable margin.  The
applicable margin rate will be based on the Company's most recent consolidated
leverage ratio and ranges from 1.75% to 2.50% per annum depending on the
Company's consolidated leverage ratio.  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
0.25% to 0.50% per annum, based on the Company's most recent consolidated
leverage ratio.  Based on the Company’s consolidated leverage ratio at
June 30, 2009, the Company qualified for the 1.75% applicable margin and 0.25%
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, (b) 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 2.75 to
1.00 until the quarter ending June 30, 2010, and 2.50 to 1.00 thereafter and (b)
a consolidated fixed charge coverage ratio of less than 2.00 to
1.00.  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 June 30, 2009.





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.




48


We
regularly monitor our liquidity position, including cash, other significant
working capital assets and liabilities, debt, and other matters relating to
liquidity and compliance with regulatory net capital requirements.





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 new
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 June 30, 2009 have not changed significantly from those discussed in
Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2008,
as filed with the SEC on February 26, 2009.





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.


49





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, 2008, as filed with the SEC on February 26, 2009.





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





Issuer Purchases of Equity
Securities





During
the second quarter of 2009, we withheld shares of our Class A common stock from
holders of Ongoing RSAs to satisfy the holders’ tax liabilities in connection
with the lapse of restrictions on such shares, as summarized in the following
table:





TotalNumber
      of
                          
                          
                          AverageShares
                          
                          
                          Price
      PaidClass
      A Common Stock
                          
                          Purchased
                          
                          
                          Per
      Share(In
      thousands)April
      1 through April 30, 2009
                          
                          
                          3
                          
                          
                          $
                          18.48May
      1 through May 31, 2009
                          
                          
                          4
                          
                          
                          
                          15.74June
      1 through June 30, 2009
                          
                          
                          1
                          
                          
                          
                          16.89Total
                          
                          
                          8
                          
                          
                          $
                          17.00





The total
number of shares purchased represents shares of Class A common stock withheld to
cover payroll tax withholdings related to the lapse of restrictions on Ongoing
RSAs.  These shares were not part of a publicly announced repurchase
program and were retired upon purchase.





Item 3.       Defaults
Upon Senior Securities.





None.


50





Item 4.       Submission
of Matters to a Vote of Security Holders.





The Company held its annual meeting of
stockholders on April 30, 2009.  Holders of Class A Common Stock and
Class B Common Stock voted together as a single class on all matters presented
at the meeting.  With respect to the election of directors to the
board of directors, the shares were voted as follows:





Number of Shares of
                          
                          
                          Number of Shares ofClass A Common Stock
                          
                          
                          Class B Common Stock
                          
                          
                          TotalNominee
                          
                          For
                          
                          
                          Withheld
                          
                          
                          For
                          
                          
                          Withheld
                          
                          
                          For
                          
                          
                          WithheldNoah
      Gottdiener
                          
                          
                          10,563,514
                          
                          
                          
                          1,777,926
                          
                          
                          
                          15,102,998
                          
                          
                          
                          426,396
                          
                          
                          
                          25,666,512
                          
                          
                          
                          2,204,322Gerard
      Creagh
                          
                          
                          10,543,987
                          
                          
                          
                          1,797,453
                          
                          
                          
                          15,102,998
                          
                          
                          
                          426,396
                          
                          
                          
                          25,646,985
                          
                          
                          
                          2,223,849Robert
      M. Belke
                          
                          
                          10,189,234
                          
                          
                          
                          2,161,206
                          
                          
                          
                          15,441,670
                          
                          
                          
                          87,724
                          
                          
                          
                          25,630,904
                          
                          
                          
                          2,248,930Peter
      W. Calamari
                          
                          
                          11,898,439
                          
                          
                          
                          443,001
                          
                          
                          
                          15,315,420
                          
                          
                          
                          213,974
                          
                          
                          
                          27,213,859
                          
                          
                          
                          656,975William
      R. Carapezzi
                          
                          
                          12,261,155
                          
                          
                          
                          80,285
                          
                          
                          
                          15,315,420
                          
                          
                          
                          213,974
                          
                          
                          
                          27,576,575
                          
                          
                          
                          294,259William
      J. Hannigan
                          
                          
                          11,897,630
                          
                          
                          
                          443,810
                          
                          
                          
                          15,315,420
                          
                          
                          
                          213,974
                          
                          
                          
                          27,213,050
                          
                          
                          
                          657,784Harvey
      M. Krueger
                          
                          
                          10,221,758
                          
                          
                          
                          2,119,684
                          
                          
                          
                          15,441,670
                          
                          
                          
                          87,724
                          
                          
                          
                          25,663,428
                          
                          
                          
                          2,207,408Sander
      M. Levy
                          
                          
                          10,174,723
                          
                          
                          
                          2,166,717
                          
                          
                          
                          15,315,420
                          
                          
                          
                          213,974
                          
                          
                          
                          25,490,143
                          
                          
                          
                          2,380,691Jeffrey
      D. Lovell
                          
                          
                          8,198,610
                          
                          
                          
                          4,142,830
                          
                          
                          
                          15,315,420
                          
                          
                          
                          213,123
                          
                          
                          
                          23,514,030
                          
                          
                          
                          4,355,953





With respect to the ratification of the
appointment of KPMG LLP as the Company’s independent registered public
accounting firm for 2009, the shares were voted as follows:





Number of Shares
                    
                    Voted For
                    
                    
                    Voted Against
                    
                    
                    AbstentionsClass
      A Common Stock
                    
                    
                    8,941,988
                    
                    
                    
                    808
                    
                    
                    
                    3,019Class
      B Common Stock
                    
                    
                    15,354,550
                    
                    
                    
                    142,680
                    
                    
                    
                    32,164Total
                    
                    
                    24,296,538
                    
                    
                    
                    143,488
                    
                    
                    
                    35,183





Item 5.       Other
Information.





None.





Item 6.       Exhibits.





ExhibitNumber
                      
                      Description31.1
                      
                      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.


51


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:  August
      4, 2009
                  /s/ Jacob L. SilvermanJACOB
      L. SILVERMANChief
      Financial Officer


52