P~~rivate Equity.~~ ~~Private equity includes our~~ We also hold interests in entities that manage private equity funds and in the funds they manage.

–Glisco. We maintain a limited partner's interest in the value-oriented, middle-market private equity funds in Mexico, Glisco Partners II, L.P. ("Glisco II"), Glisco Partners III, L.P. ("Glisco III") and Glisco Capital Partners IV, L.P. ("Glisco IV" and, together with Glisco II and Glisco III, the "Glisco Funds"), as well as Glisco Manager Holdings LP and the general partners of the Glisco Funds. We receive our portion of the management fees earned by Glisco Partners Inc. ("Glisco") from Glisco Manager Holdings LP. We are passive investors and do not participate in the management of any Glisco sponsored funds.

–Trilantic. While we do not intend to raise any Evercore-sponsored funds, we maintain a strategic alliance to pursue private equity investment opportunities with Trilantic Capital Partners ("Trilantic"). In connection with the issuance of certain limited partnership interests in Trilantic, we became a limited partner of Trilantic and are entitled to receive 10% of the aggregate amount of carried interest with respect to all of the portfolio investments made by Trilantic Capital Partners Associates IV, L.P. ("Trilantic IV"), up to $15.0 million. As part of the strategic alliance, we committed $5.0 million of the total capital commitments of Trilantic Capital Partners V L.P. ("Trilantic V") and $12.0 million of the total capital commitments of Trilantic Capital Partners VI (North America) L.P. ("Trilantic VI"). We and our affiliates are passive investors and do not participate in the management of any Trilantic sponsored funds. We previously raised and managed Evercore-sponsored funds, but do not currently have specific plans to continue to do so.

–

~~Glisco.~~ We maintain a limited partner's interest in the value-oriented, middle-market private equity funds in Mexico, Glisco Partners II, L.P. ("Glisco II"), Glisco Partners III, L.P. ("Glisco III") and Glisco Capital Partners IV, L.P. ("Glisco IV" and, together with Glisco II and Glisco III, the "Glisco Funds"), as well as Glisco Manager Holdings LP and the general partners of the Glisco Funds. We receive our portion of the management fees earned by Glisco Partners Inc. ("Glisco") from Glisco Manager Holdings LP. We are passive investors and do not participate in the management of any Glisco sponsored funds.

–

~~Trilantic.~~ While we do not intend to raise any Evercore-sponsored funds, we maintain a strategic alliance to pursue private equity investment opportunities with Trilantic Capital Partners ("Trilantic"). In connection with the issuance of certain limited partnership interests in Trilantic, we became a limited partner of Trilantic and are entitled to receive 10% of the aggregate amount of carried interest in respect to all of the portfolio investments made by Trilantic Capital Partners Associates IV, L.P. ("Trilantic IV"), up to $15.0 million. As part of the strategic alliance, we committed $5.0 million of the total capital commitments of Trilantic Capital Partners V L.P. ("Trilantic V") and $12.0 million of the total capital commitments of Trilantic Capital Partners VI (North America) L.P. ("Trilantic VI"). We and our affiliates are passive investors and do not participate in the management of any Trilantic sponsored funds. We previously raised and managed Evercore-sponsored funds, but do not currently have specific plans to continue to do so.

•The Investment Management segment also includes the results of ~~the following businesses that were deconsolidated prior to December 31, 2018:~~Evercore Casa de Bolsa, S.A. de C.V. ("ECB"), which was sold in 2020.


–	~~On October 18, 2017, we sold the Institutional Trust and Independent Fiduciary business of ETC. Following the sale, the remaining operations of ETC were combined within the EWM operating segment.~~


–	~~On September 30, 2016, we entered into an agreement to transfer ownership of the Mexican Private Equity business and related entities to Glisco.~~

Our Strategies for Growth

We expect to deploy the majority of our capital to continue to grow our Investment Banking businesses. We intend to continue to grow and diversify our businesses, and to further enhance our profile and competitive position, through the following strategies:

•Add and Promote Highly Qualified Investment Banking Professionals. We hired ~~ten~~three new Senior Managing Directors in ~~2018,~~2020, expanding our capabilities in our Capital Markets Advisory practice by strengthening our coverage of the ~~U.S. and Europe and increasing our presence in Industrials and Consumer/Retail,~~Technology sector, as well as ~~launching~~enhancing our ~~real estate capital~~ advisory ~~team~~capabilities on complex and large cap corporate realignments and expanding our ~~equity research capabilities.~~capital raising and distribution capabilities with convertible debt. Of equal importance, following our long-term strategy of developing internal talent, we also promoted seven internal candidates to Senior Managing Director in our Advisory business in 2020 and intend to continue to promote our most talented professionals in the future. We intend to continue to recruit and promote high-caliber strategic corporate, strategic and capital markets advisory, as well as equity research, professionals to add depth in industry sectors and products and services in areas that we believe we already have strength, and to extend our reach to sectors or new business lines and geographies that we have identified as particularly attractive. On occasion, these additions may result from the acquisition of boutique independent advisory firms with leading professionals in a market or sector. Of equal importance, following our long-term strategy of developing internal talent, we also promoted six internal candidates to Senior Managing Director in our Advisory business in 2018 and intend to continue to promote our most talented professionals in the future.

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•Achieve Organic Growth and Improved Profitability in Investment Management. We are focused on managing our current Investment Management business ~~towards growth and improved profitability.~~effectively. We also continue to selectively evaluate opportunities to expand Wealth Management.

Human Capital Management

We are a human capital intensive business and our long-term success is dependent on the number, quality and performance of our people. Our key human capital management objectives are to attract, develop, mentor, promote and retain the most talented professionals in our industry. To support these objectives, we invest substantial time and resources toward the

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~~People~~recruitment of people who will adhere to our Core Values and improve our business; reward and support employees through competitive pay and benefits programs; facilitate the professional development of our employees through our talent development programs; and promote a strong culture of diversity, equity, and inclusion throughout our organization.

With these guiding principles, our Human Capital Management team leads our efforts on employment-related matters, including recruiting and hiring, onboarding and training, compensation planning, performance management and professional development. Our Board of Directors and its Nominating and Corporate Governance Committee provide oversight on certain human capital matters as well, including our Diversity, Equity and Inclusion initiatives.

Some examples of our programs, initiatives and efforts to attract, develop, mentor, promote and retain the most talented professionals in our industry include:

•Diversity, Equity and Inclusion: DE&I is a major focus of our senior management and Board of Directors. Promoting diversity, equity and inclusion throughout the organization is not only the right thing to do, but it improves our culture and performance, allowing us to better serve our clients and grow our business over the long term. We believe in empowering our people to thrive by maintaining a culture of inclusion that embraces diversity and creates opportunity for all employees. However, we recognize there is still important work to be done in realizing our DE&I objectives. We are committed to working diligently and transparently with our key stakeholders, including our employees, as we continue to execute on our objectives. We are focused on the following DE&I objectives:

◦Promoting greater diversity within Evercore, with strong representation of various groups across all levels

◦Building knowledge and understanding of key DE&I issues across the organization and accountability for driving progress

◦Creating an environment where all diverse professionals feel supported and fully integrated into the firm

We execute on these objectives through a variety of initiatives, including:

◦Recruiting and Representation

•We maintain an internal diversity recruiting team, which has augmented our campus recruiting strategy to increase diversity in our talent pipeline, through outreach at HBCUs/HSIs and diversity-specific recruiting events.

•We have partnerships with external diversity organizations.

•We offer scholarships to select diversity candidates.

•We have added four new independent directors to our Board since 2018 – three of whom are women, and one of whom is also a person of color. Currently, 40% of our independent directors are women.

◦Education and Training

•We provide formal training and mentorship programs for underrepresented employees and conduct trainings for our employees on DE&I issues.

•Our Diversity Networks have hosted events and programs for their members and allies, including several events with prominent leaders outside of and within our own organization.

◦Building an Inclusive Culture

•We maintain a Global Diversity Council, whose membership includes the heads of each of the firm’s employee-led diversity networks, to help build connectivity, create community and advance the firm’s culture of inclusion:

◦Women’s Network

◦Traditionally Underrepresented Minorities Network

◦EverProud

◦Veterans Network

◦Accountability

•Diversity recruiting efforts are regularly reviewed by senior management.

◦We analyze pay equity information throughout the organization.

◦We continue to regularly share progress on DE&I initiatives and results, including at firm-wide town-halls and with the Board of Directors.

•Talent Development: We are committed to the professional development of our employees.

◦Our training framework involves ongoing development at multiple stages of our employees’ career, including on-the-job training and mentorship.

◦Our senior professionals play a central role in presenting our training and development programs, including our M&A Black Belt program (with over 2,500 attendees across all sessions), and other sector and business appropriate training programs.

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◦We also engage in a comprehensive evaluation process designed to provide our employees with the feedback necessary for their professional development.

◦We conduct employee surveys and implement feedback into our policies and procedures.

•Health, Safety and Wellness: The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees.

◦We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, as described below. These programs support our employees’ physical and mental health by providing tools and resources to help improve or maintain their health status and offer choice, where possible, so that our employees can customize their benefits to meet their needs.

◦In response to the COVID-19 pandemic, we have implemented and continue to implement safety measures in all of our offices and made other significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations. This includes having nearly all of our people working remotely. In formulating our return-to-office protocol, we continue to monitor the impact of the COVID-19 pandemic, as well as policies and guidance from governmental authorities and health agencies.

•Compensation Structure and Benefits: Our compensation structure, including our comprehensive benefit packages, is designed to attract, motivate and retain highly talented employees.

◦We have consistently sought to closely align pay with performance. Through our broad-based equity program, we have used equity compensation to create a close alignment of interests between our shareholders and employees.

◦To advance our diversity, equity and inclusion objectives, we have recently expanded our benefits package to include additional women’s and family support benefits.

◦Our benefits for eligible employees include the following:

•Paid holidays, vacation days, personal days and sick days

•Paid parental leave

•Women’s and family healthcare services

•Flexible work arrangements

•Back-up child and elder care

•Paid marriage and bereavement leave

•Medical, dental, prescription drug and vision insurance

•Life and disability insurance

•Enhanced healthcare navigation and claims advocacy

•Retirement benefits

•Commuter benefits

•Health club membership discounts

•Identity theft protection

•Other corporate benefits

◦We promote wellness education and encourage our employees to take a mindful and active approach to their overall well-being, including through our EverWELL program. We offer various resources and seminars related to different aspects of healthy living, including a focus on employees’ health, welfare, nutrition, stress management and financial wellness.

•Community: We have also encouraged, supported and assisted our employees in having a positive impact on the communities in which we operate and serve.

◦Through our Evercore Volunteers program, we have continued our firm-wide community service initiatives, which connect our employees with our community partners in order to address immediate needs, support education and improve public spaces.

◦We facilitate employee fundraising, and in 2020 we conducted a social justice donation matching program, resulting in the largest charitable donation in Evercore history.

As of December 31, ~~2018,~~2020, we employed approximately ~~1,700~~1,800 people, ~~worldwide. None~~working in 31 cities around the world. Our global workforce is comprised of approximately 99% full time and 1% part time employees. Nearly 1,400 of our employees ~~are subject to any collective bargaining agreements, and we believe we have good relations with~~were employed in the United States (of which approximately 1,100 were employed in our ~~employees.~~Investment Banking segment); the

~~As a leading independent~~

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remainder were employed outside the United States, primarily in our investment banking ~~advisory firm,~~segment. We believe our ~~core asset is~~efforts in managing our ~~professional staff, including their intellectual capital~~workforce have been effective, evidenced by our strong culture, talent development and their dedication to providing the highest quality services to our clients. Prior to joining Evercore, many of our Advisory Senior Managing Directors, Senior Research and Sales and Trading Professionals and Portfolio and Client Relationship Managers held senior level positions with other leading corporations, financial services firms or investment firms.employee retention.

Competition

The financial services industry is intensely competitive, and we expect it to remain so. Our competitors are other investment banking, financial advisory and investment management firms. We compete both globally and on a regional, product or niche basis. We compete on the basis of a number of factors, including transaction execution skills, investment performance, quality of equity research, our range of products and services, innovation, reputation and price.

Evercore's investment banking competitors can be categorized into ~~three~~two main groups: (1) large universal banks and bulge bracket firms such as Bank of America, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley and UBS and (2) independent advisory firms such as ~~Lazard and Rothschild and (3) boutiques, such as~~ Centerview, Greenhill, Houlihan Lokey, Lazard, Moelis, Perella Weinberg, ~~and~~ PJT Partners and Rothschild, among others. We believe, and our clients have informed us, that firms that also engage in acquisition financing, significant proprietary trading in clients' securities and the management of large private equity funds that often compete with clients can cause such firms to develop interests that may be in conflict with the interests of advisory clients. Since Evercore is able to avoid potential conflicts associated with these types of activities, we believe that Evercore is better able to develop trusted and long-term relationships with its clients than those of its competitors, which provide such services. In addition, we have a larger global presence, ~~and~~ deeper sector expertise and more diverse capabilities than many of the ~~boutiques.~~independent firms. Evercore ISI's business is also subject to competition from investment banks and other large and small financial institutions who offer similar services.

We believe that we face a range of competitors in our Investment Management business, with numerous other firms providing competitive ~~services in each of our sectors.~~services. Evercore Wealth Management competes with domestic and global private banks, regional broker-dealers, independent broker-dealers, registered investment advisors, commercial banks, trust companies and other financial services firms offering wealth management services to clients, many of which have substantially greater resources and offer a broader range of services, and ECB faces substantial competition from a large number of asset management companies, many of which are larger, more established firms with greater brand name recognition and more extensive client networks and product offerings.services.

Competition is also intense for the attraction and retention of qualified employees. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.

Regulation

United States

Our business, as well as the financial services industry generally, is subject to extensive regulation in the United States and in the other jurisdictions where we operate. As a matter of public policy, regulatory bodies in the United States and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of customers participating in those markets. In the United States, the SEC is the federal agency responsible for the administration of the federal securities laws. Evercore Group L.L.C. ("EGL"), a wholly-owned subsidiary of ours through which we conduct our U.S. investment banking business, is registered as a broker-dealer with the SEC, is a member of the Financial Industry Regulatory Authority ("FINRA") and is registered as a broker-dealer in various states and the District of Columbia. EGL is subject to regulation and oversight by the SEC. FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms, including EGL. The SEC, FINRA, and other regulators in various ~~non-U.S.~~ jurisdictions impose both conduct-based and disclosure-based requirements with respect to ~~research reports and research analysts.~~our business. State securities regulators also have regulatory or oversight authority over EGL. ~~The~~Our Private Funds Group is

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also impacted by various state and local regulations that restrict or prohibit the use of placement agents in connection with investments by public pension funds.

Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices, use and safekeeping of customers' funds and securities, capital structure, record-keeping, the financing of customers' purchases and the conduct and qualifications of directors, officers and employees. In particular, as a registered broker-dealer and member of a self-regulatory organization, we are subject to the SEC's uniform net capital rule, Rule 15c3-1. Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form. The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under

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certain circumstances. Additionally, the SEC's uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital. EGL is also subject to the SEC's Market Access Rule, Rule 15c3-5. The Market Access Rule requires EGL to have controls and procedures in place to limit financial exposure by establishing capital thresholds for its trading clients and implementing controls to prevent erroneous orders. Our broker-dealer subsidiaries are also subject to regulations, including the USA PATRIOT Act of 2001, as amended (the "Patriot Act"), which impose obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and other compliance policies and procedures. Regulatory authorities are also increasingly focused on cyber security and vendor management. Failure to comply with any legal and regulatory requirements may result in monetary, regulatory and, in certain cases, criminal penalties.

We are also subject to the U.S. Foreign Corrupt Practices Act, which prohibits offering, promising, giving, or authorizing others to give anything of value, either directly or indirectly, to a non-U.S. government official in order to influence official action or otherwise gain an unfair business advantage, such as to obtain or retain business.

~~Three of~~Our Investment Management business at EWM, as well as our ~~investment management businesses, EWM,~~equity method investments, ABS and Atalanta Sosnoff, are registered as investment advisors with the SEC. Registered investment advisors are subject to the requirements and regulations of the Investment Advisers Act of 1940. Such requirements relate to, among other things, fiduciary duties to clients, maintaining an effective compliance program, solicitation agreements, conflicts of interest, recordkeeping and reporting requirements, disclosure requirements, limitations on agency cross and principal transactions between an advisor and advisory clients, state and local political contributions, as well as general anti-fraud prohibitions. EWM is also an investment advisor to a mutual fund, which subjects EWM to additional regulations under the Investment Company Act of 1940 (the "1940 Act"). ETC, which is a national trust bank limited to fiduciary activities, is regulated by the Office of the Comptroller of the Currency ("OCC"), is a member bank of the Federal Reserve System and is subject to, among other things, the Patriot Act, the Bank Secrecy Act of 1970, as amended, the Gramm-Leach-Bliley Act of 1999, as amended, other federal banking laws and the state laws in the jurisdictions in which it operates.

~~Mexico~~

ECB is authorized by the Mexican Ministry of Finance to act as a broker-dealer and financial advisor in accordance with the Mexican Securities Market Law. ECB is subject to regulation and oversight by the Mexican Ministry of Finance and the Mexican National Banking and Securities Commission, including the maintenance of minimum capital requirements. In addition, the Mexican Broker Dealer Association, a self-regulatory organization that is subject to oversight by the Mexican National Banking and Securities Commission, adopts and enforces rules governing the conduct, and examines the activities of, its member broker-dealers, including ECB. ECB has been authorized by the Mexican National Banking and Securities Commission to act as a trustee and to operate in the equity markets.

United Kingdom

Authorization by the Financial Conduct Authority ("FCA"). The FCA is responsible for regulating Evercore Partners International LLP ("Evercore U.K.") and Evercore ISI International Limited ("Evercore ISI U.K."), the London vehicle of Evercore ISI. The Financial Services and Markets Act 2000 ("FSMA") is the basis for the United Kingdom's ("U.K.") financial services regulatory regime. FSMA is supported by secondary legislation and other rules made under FSMA, including the FCA Handbook of Rules and Guidance. A key FSMA provision is section 19, which contains a "general prohibition" against any person carrying on a "regulated activity" (or purporting to do so) in the U.K., unless he is an authorized or exempt person. It is a criminal offense to breach this general prohibition and certain agreements made in breach may not be enforceable. The "regulated activities" are set out in the FSMA (Regulated Activities) Order 2001 (as amended). Evercore U.K. is authorized to carry out regulated activities including: advising on investments, arranging (bringing about) deals in investments and making arrangements with a view to transactions in investments. Evercore ISI U.K. is also authorized to carry out these activities. As U.K. authorized persons, Evercore U.K.

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and Evercore ISI U.K. are subject to the FCA's high-level principles for businesses, conduct of business obligations and organizational requirements. The FCA has extensive powers to supervise and intervene in the affairs of the firms. It can take a range of disciplinary enforcement actions, including public censure, restitution, fines or sanctions and the award of compensation.

FSMA also gives the FCA investigatory and enforcement powers in respect of contraventions of various European Union ("EU") regulations, including the Market Abuse Regulation, which prohibits insider dealing, unlawful disclosure of inside information and market manipulation. The FCA is also able to prosecute a number of criminal offenses including, among other things, criminal insider dealing under the Criminal Justice Act 1993 and criminal market manipulation under the Financial Services Act 2012.

Regulatory Capital. Regulatory capital requirements form an integral part of the FCA's prudential supervision of FCA authorized firms. The regulatory capital rules oblige firms to hold a certain amount of capital at all times (taking into account the particular risks to which the firm may be exposed given its business activities), thereby helping to ensure that firms can meet their liabilities as they fall due and safeguarding their (and their counterparties') financial stability. The FCA also expects firms to take a proactive approach to monitoring and managing risks, consistent with its high-level requirement for firms to have adequate financial resources. However, as a so-called "exempt-CAD firm," Evercore U.K. is subject only to limited minimum capital requirements.

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Anti-Money Laundering, Counter-Terrorist Financing and Anti-Bribery. The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Money Laundering Regulations") came into force on June 26, 2017 and implemented the Fourth EU Money Laundering Directive ("MLD 4"). MLD 4 is designed to reinforce the efficacy of EU law in countering money laundering and terrorist financing and to ensure that the EU framework is aligned with the International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation adopted by the Financial Action Task Force in 2012. The Money Laundering Regulations impose numerous obligations on Evercore U.K. and Evercore ISI U.K. (and other "relevant persons"), including, among other things, obligations to take appropriate steps to assess the risks of money laundering and terrorist financing to which the business is subject and to maintain policies, controls and procedures to mitigate and manage the risks identified in the risk assessment. The Fifth EU Money Laundering Directive ("MLD 5") came into force on July 9, 2018. It amends MLD 4, which was transposed into U.K. law by amending the Money Laundering Regulations. In the U.K., it has been implemented through the Money Laundering and ~~must be transposed by member states by January 10, 2020.~~Terrorist Financing (Amendment) Regulations 2019. The objectives of MLD 5 include, among other things, extending the scope of MLD 4 to include a broader range of market participants ~~clarifying the enhanced~~(including cryptoasset exchanges and custodian wallet providers), amending customer due diligence requirements for client relationships or(including the circumstances in which enhanced due diligence is required) and for transactions involving high risk countries and improved access to beneficial ownership for customer due diligence information.

The Proceeds of Crime Act 2002 and the Terrorism Act 2000 also contain a number of offenses in relation to money laundering and terrorist financing, respectively. Evercore U.K., Evercore ISI U.K. (and potentially other Evercore entities with a 'close connection' to the U.K.) are also subject to the U.K. Bribery Act 2010, which came into force on July 1, 2011. It provides for criminal penalties for bribery of, or receipt of a bribe from, public officials, corporations and individuals, as well as for the failure of an organization to prevent a person with whom it is associated from providing bribes for the organization's benefit.

Regulatory Framework in the European Union. ~~Both~~The U.K. left the EU on January 31, 2020 and on December 31, 2020, at 11p.m., the Brexit transitional period came to an end. The U.K and the EU entered into the U.K. - EU Trade and Co-operation Agreement ("TCA") on December 24, 2020. The TCA was accompanied by a non-binding Joint Declaration committing the U.K. and the EU to cooperate on matters of financial regulation, which is intended to be facilitated by a Memorandum of Understanding due to be agreed by March 2021. However, the TCA does not presently make provision for financial services firms in the U.K. to access the EU single market. As a result, from January 1, 2021, U.K. firms, including Evercore U.K. and Evercore ISI U.K., do not have ~~obtained the appropriate European investment services passport~~passporting rights to provide cross-border services into the EU and into a number of other members of the European Economic Area ("EEA")., to the extent such services are regulated activities. Evercore ~~U.K.~~ has ~~also obtained~~ a ~~passport~~German subsidiary, Evercore GmbH ("Evercore Germany"), through which regulated activities can be conducted in Germany and in other EU and EEA jurisdictions on a cross-border basis, subject to ~~provide specific investment services from a Spanish branch. These "passports" derive~~certain exceptions and in compliance with applicable legal requirements.

Following the U.K.’s exit from the ~~pan-European regime established by~~EU, the ~~recast EU~~provisions of the Markets in Financial Instruments Directive ~~("MiFID II"), which along with~~and the Markets in Financial Instruments Regulation ~~("MiFIR"~~(together "MiFID")~~, regulates~~ have been on-shored and brought into U.K. law through the ~~provision~~European Union (Withdrawal) Act 2018. This provided that EU law directly applicable in the U.K. would form part of U.K. law at the end of the Brexit transitional period and gave powers to the U.K. government to amend this legislation so that it would operate effectively after Brexit. For most practical purposes Evercore U.K. and Evercore ISI U.K. will be subject to broadly the same requirements under the on-shored U.K. MiFID regime, subject to changes put forward in the U.K.'s legislative program.

Germany

In Germany, our subsidiary, Evercore Germany, is licensed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht"BaFin") to conduct investment advice and investment brokerage activities in Germany. Evercore Germany has passporting rights to provide cross-border services ~~and activities throughout~~into the ~~EEA. MiFID II provides investment firms~~EU which are equivalent to those enjoyed by Evercore U.K. until January 1, 2021. Accordingly, Evercore Germany is authorized ~~in any one EEA member state the right~~ to provide ~~investment~~the aforementioned services across the EU on a cross-border ~~basis, or through~~basis. Among other requirements, BaFin requires Evercore Germany, as a regulated entity, to comply with capital, liquidity, governance and business conduct requirements, and has a range of supervisory and disciplinary powers which it is able to use in overseeing the ~~establishment~~activities of ~~a branch to clients located in other EEA member states (known as "host member states") on~~ the ~~basis of their home member state authorization without the need for separate authorization by the competent authorities in the relevant host member state. This practice is known as "passporting."~~

MiFID II and MiFIR set out a number of investor protection and conduct of business rules, including strict restrictions on investment firms making or receiving so-called "inducements" including research published by broker-dealers, such as EGL and ISI U.K. MiFID II and MiFIR also set out a harmonized regime for access by non-European firms to the EU investment services market. These place some limits on the ability of Evercore entities outside of Europe to provide investment services within Europe.firm.

Hong Kong

In Hong Kong, our subsidiary, Evercore Asia Limited ("Evercore Asia"), is licensed by the Securities and Futures Commission ("SFC") to conduct certain corporate finance activities and securities dealing and advising activities that are related to corporate finance. The compliance requirements of the SFC include, among other things, paid-up share capital, liquid ~~capital and conduct~~

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capital and conduct of business requirements. The directors and certain officers, employees and other persons affiliated with Evercore Asia are also subject to SFC licensing and/or compliance requirements.

Singapore

In Singapore, Evercore Asia (Singapore) Pte. Ltd. maintains a Capital Market Services license issued by the Monetary Authority of Singapore ("MAS") for dealing in capital markets products that are securities and collective investment schemes and advising on corporate finance. The compliance requirements of MAS include conduct of business requirements and rules relating to client assets, among other things.

Dubai International Financial Centre

Financial services activities in, or from, the Dubai International Financial ~~Authority,~~Centre, a free-zone located in the United Arab Emirates, Emirate of Dubai, are regulated by the Dubai Financial Services Authority ("DFSA") and are subject to licensing requirements. Evercore Advisory (Middle East) Limited maintains licenses issued by the DFSA for (i) advising on financial products, (ii) arranging credit and advising on credit and (iii) arranging deals in investments. The compliance requirements of the DFSA include, among other things, capital, liquidity, governance, conduct of business requirements and anti-money laundering, counter-terrorist financing and sanctions requirements.

General

Certain of our businesses are subject to compliance with laws and regulations of U.S. federal and state governments, non-U.S. governments, their respective agencies and/or various self-regulatory organizations or exchanges relating to, among other things, the privacy of client information, and any failure to comply with these regulations could expose us to liability and/or reputational damage. Additional legislation, changes in rules promulgated by financial authorities and self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and profitability.

The U.S. and non-U.S. government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are empowered to conduct periodic examinations and initiate administrative proceedings that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a regulated entity or its directors, officers or employees.



Item 1A.			Risk Factors

Risks Related to Our Business

Difficult market conditions may adversely affect our business in many ways, including reducing the volume of the transactions involving our Investment Banking business and reducing the value of the assets we manage in our Investment Management businesses, which, in each case, may materially reduce our revenue or income.

As a financial services firm, our businesses are materially affected by conditions in the financial markets and economic conditions in the U.S. and throughout the world. Financial markets and economic conditions can be negatively impacted by many factors beyond our control, such as the inability to access credit markets, rising interest rates or inflation, terrorism, pandemic, political uncertainty, uncertainty in the U.S. federal fiscal or monetary policy and the fiscal and monetary policy of foreign governments and the timing and nature of regulatory reform. Unfavorable market or economic conditions, as well as volatility in the financial markets can materially reduce the demand for our services and present new challenges. For example, the COVID-19 pandemic had a significant impact on market and economic conditions throughout 2020 which, at different times throughout the year, had both positive and negative impacts on the results of operations for each of our business units. The course of the COVID-19 pandemic into 2021, including the timing and acceptance of vaccinations, or other similar unrelated pandemics, epidemics or global events leading to difficult market or economic conditions, may cause the number of global and domestic M&A transactions to significantly decrease, and we cannot be certain that any associated increases in activity in our restructuring, debt advisory, capital markets advisory businesses and Equities business will be sufficient to offset weakness in M&A activity. The associated decline in revenue could have a significant adverse impact on our results of operations and cash flows, and our ability to fund operations, make capital investments, maintain compliance with our debt covenants and fund shareholder dividends and other capital commitments or stock repurchases could be adversely affected.

Revenue generated by our Investment Banking business is related to the volume and value of the transactions in which we are involved. The majority of our bankers are focused on covering clients in the context of providing M&A services and those activities generate a substantial portion of our revenues.During periods of unfavorable market and economic conditions, our

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operating results may be adversely affected by a decrease in the volume and value of M&A transactions and increasing price competition among financial services companies seeking advisory engagements. ~~Additionally, our~~Our clients engaging in M&A transactions often rely on access to the credit and/or capital markets to finance their transactions. The uncertainty of available credit and the volatility of the capital markets and the fact that we do not provide financing or otherwise commit capital to clients can adversely affect the size, volume, timing and ability of such clients to successfully complete M&A transactions and adversely affect our Investment Banking business. In addition, our profitability would be adversely affected due to our fixed costs and the possibility that we would be unable to reduce our variable costs without reducing revenue or within a timeframe sufficient to offset any decreases in revenue relating to changes in market and economic conditions.

~~In the event of a decline in M&A activity, we may~~We also seek to generate greater business from our restructuring and capital advisory services and our Evercore ISI business. However, ~~it is unlikely~~we cannot be certain that we will be able to offset lower revenues in their

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entirety from a decline in our M&A activities with revenues generated from restructuring and capital advisory services or from our Evercore ISI business. Our restructuring services, which provide financial advice and investment banking services to companies in financial transition, as well as to creditors, shareholders and potential acquirers, our capital advisory services, which provide corporations and financial sponsors with advice relating to a broad array of financing issues, and our Evercore ISI business, which provides equity research and agency securities trading for institutional investors, are intentionally smaller than our M&A advisory business and we expect that they will remain that way for the foreseeable future.

Unfavorable market conditions may also lead to a reduction in revenues from our underwriting and placement agent activities, and to the extent that adverse economic market conditions affect M&A and capital raising activities generally, the demand for the research and other services provided by our Evercore ISI business could correspondingly decline.

During a market or general economic downturn, our ~~Institutional Asset Management (through ECB) and~~ Wealth Management ~~businesses~~business would also be expected to generate lower revenue ~~because~~as, among other things, the management fees we receive are typically based on the market value of the securities that comprise the assets we ~~manage. In addition, due to uncertainty or volatility in the market or in response to difficult market conditions,~~manage, and our clients or prospective clients may withdraw funds from, or hesitate to allocate assets to, these businesses in favor of investments they perceive as offering greater opportunity or lower risk. Difficult market conditions can also materially adversely affect our ability to launch new products or offer new services in our Institutional Asset Management or Wealth Management businesses, which could negatively affect our ability to increase AUM. In each case, management fees based on AUM would be negatively affected. Moreover, difficult market conditions may negatively impact the private equity funds in which we hold interests by further reducing valuations and curtailing opportunities to exit and realize value from their investments.

We depend on our senior professionals, including our executive officers, and the loss of their services could have a material adverse effect on us.

Our senior ~~leadership team's~~professionals' expertise, skill, reputation and relationships with clients and potential clients are critical elements in maintaining and expanding our businesses. For example, our Investment Banking business, including Advisory and Evercore ISI, is dependent on our senior Investment Banking professionals and on a small number of senior research analysts, traders and executives. In addition, EWM is dependent on a small number of senior portfolio managers and executives. ~~Further, the operations and performance of ABS and Atalanta Sosnoff are dependent on a small number of senior executives.~~ Our professionals possess substantial experience and expertise and strong client relationships. However, they are not obligated to remain employed with us and the market for qualified professionals is highly competitive. If any of these personnel were to retire, join an existing competitor, form a competing company or otherwise leave us, it could jeopardize our relationships with clients and result in the loss of client engagements and ~~revenues.~~revenues, which may be material.

In addition, if any of our executive officers or other senior professionals were to join an existing competitor or form a competing company, some of our clients could choose to use the services of that competitor instead of our services or some of our other professionals could choose to follow the departing senior professional to a competitor. Although we have entered into non-competition agreements with certain senior professionals, there is no guarantee that these agreements provide sufficient incentives or protections to prevent our professionals from resigning to join our competitors or that the non-competition agreements would be upheld if we were to seek to enforce our rights. The departure of a number of executive officers or senior professionals could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to successfully identify, hire and retain productive individuals, ~~to join our firm,~~ we may not be able to implement our growth strategy successfully.

Our growth strategy is based, in part, on our ability to attract and retain highly skilled and profitable senior professionals across all of our businesses. To the extent we award compensation based on our business performance, we may not be able to retain our professionals, which could result in increased recruiting expenses or our recruiting professionals at higher compensation levels.

Due to competition from other firms, we may face difficulties in recruiting and retaining professionals of a caliber consistent with our business strategy. In particular, many of our competitors may be able to offer more attractive compensation packages or broader career opportunities. Additionally, it may take more than one year for us to determine whether new advisory professionals will be profitable or effective, during which time we may incur significant expenses and expend significant time and resources on training, integration and business development aimed at developing this new talent.

Further, we may not be able to retain our professionals, which could result in increased recruiting expenses or our recruiting professionals at higher compensation levels.

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Certain aspects of our cost structure are largely fixed, and we may incur costs associated with new or expanded lines of business prior to these lines of business generating significant revenue. If our revenue declines or fails to increase commensurately with the expenses associated with new or expanded lines of business, our profitability may be materially adversely affected.

We may incur costs associated with new or expanded lines of business, including guaranteed or fixed compensation costs, prior to these lines of business generating significant revenue. In addition, certain aspects of our cost structure, such as costs for occupancy and equipment rentals, communication and information technology services, and depreciation and amortization are largely fixed, and we may not be able to timely adjust these costs to match fluctuations in revenue. If our revenue declines, or fails to increase commensurately with the expenses associated with new or expanded lines of business, our profitability may be materially adversely affected.

Our growth has placed, and will continue to place, significant demands on our administrative, operational and financial resources.

We have experienced significant growth in the past several years. Supporting this growth has placed significant demands on our operational, legal, regulatory and financial systems and resources for integration, training and business development efforts. We are often required to commit additional resources to maintain appropriate operational, legal, regulatory and financial systems to adequately support expansion, even when we only partner, enter into strategic alliances or take minority stakes in other businesses. We expect our growth to continue, which could place additional demands on our resources and increase our expenses. For example, in recent years we have made significant investments in various enterprise technologies, such as client relationship management and enterprise resource planning technology. We cannot provide assurance that our financial controls, the level of knowledge of our personnel, our operational abilities, our legal and compliance controls and our other corporate support systems will be adequate to manage our expanding operations effectively. Any failure to do so could adversely affect our ability to pursue our growth strategy, generate revenue and control expenses.

Our revenue and profits are highly volatile, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our Class A common stock to decline.

Our revenue and profits are highly volatile, and we can experience significant fluctuations in quarterly results. We generally derive Investment Banking revenue from engagements that generate significant fees at key transaction milestones, such as closing, and the timing of these milestones is outside of our control. As a result, our financial results will likely fluctuate from quarter to quarter based on the timing of when those fees are earned. It may be difficult for us to achieve steady earnings growth on a quarterly basis, which could, in turn, lead to large adverse movements in the price of our Class A common stock or increased volatility in our stock price generally.

We earn a majority of our revenue from advisory engagements, and, in many cases, we are not paid until the successful consummation of the transactions. As a result, our Investment Banking revenue is highly dependent on market conditions and the decisions and actions of our clients, interested third parties and governmental authorities. For example, a client could delay or terminate an acquisition transaction because of a failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or board or stockholder approvals, failure to secure necessary financing, adverse market conditions or because the target's business is experiencing unexpected operating or financial problems. Anticipated bidders for assets of a client during a restructuring transaction may not materialize or our client may not be able to restructure its operations or indebtedness due to a failure to reach agreement with its principal creditors. In these circumstances, we often do not receive any advisory fees other than the reimbursement of certain out-of-pocket expenses, despite the fact that we have devoted considerable resources to these transactions. The loss of even one such mandate may have a significant effect on our near-term financial results.

In ~~Institutional Asset Management and~~ Wealth Management, our revenue includes management fees from assets we manage. These revenues are dependent upon the amount of AUM, which can decline as a result of market depreciation, withdrawals or otherwise, as well as the performance of the assets. The timing of flows, contributions and withdrawals are often out of our control, can occur on short notice, and may be inconsistent from quarter to quarter. See "—The amount and mix of our AUM are subject to significant fluctuations." In addition, a portion of our Institutional Asset Management revenue is derived from performance fees, which vary depending on the performance of the investments we select for the funds and clients we manage, which could cause our revenue and profits to fluctuate. Even in the absence of a market downturn, below-market investment performance by our funds and portfolio managers could reduce AUM and asset management revenues.

Our failure to deal appropriately with actual, potential or perceived conflicts of interest could damage our reputation and materially adversely affect our business.

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As we have expanded the scope of our businesses and client base, we increasingly confront actual, potential and perceived conflicts of interest relating to our Investment Banking and Investment Management businesses. It is possible that actual, potential

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or perceived conflicts could give rise to client dissatisfaction, litigation or regulatory enforcement actions. Appropriately identifying and managing actual or perceived conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest would have a material adverse effect on our reputation which would materially adversely affect our business in a number of ways, including an inability to recruit additional professionals and a reluctance of potential clients and counterparties to do business with us. Additionally, client-imposed conflicts requirements could place additional limitations on us, for example, by limiting our ability to accept Investment Banking advisory engagements.

Policies, controls and procedures that we may be required to implement to address additional regulatory requirements, including as a result of additional foreign jurisdictions in which we operate, Evercore ISI's business and our underwriting activities, or to mitigate actual or potential conflicts of interest, may result in increased costs, including for additional personnel and infrastructure and information technology improvements, as well as limit our activities and reduce the positive synergies that we seek to cultivate across our businesses. For example, due to our equity research activities through Evercore ISI, we face potential conflicts of interest, including situations where our publication of research may conflict with the interests of an advisory client, or allegations that research objectivity is being inappropriately impacted by advisory client considerations. ~~Such conflicts may also arise if our Investment Banking advisory business has access to material non-public information that is not shared with our equity research business or vice versa.~~

Employee misconduct, which is difficult to detect and deter, could harm us by impairing our ability to attract and retain clients while subjecting us to significant legal liability and reputational harm.

There is a risk that our employees could engage in fraud or misconduct that adversely affects our business. Our Investment Banking business often requires that we deal with confidential matters of great significance to our clients. If our employees were to improperly use or disclose confidential information provided by our clients, we could be subject to regulatory sanctions and suffer serious harm to our reputation, financial position, current client relationships and ability to attract future clients and employees. We are also subject to a number of obligations and standards arising from our Investment Management business and our authority over the assets managed by our Investment Management business. The violation of these obligations and standards by any of our employees would adversely affect our clients and us. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in all cases. If our employees engage in misconduct, our business may be adversely affected.

In addition, the U.S. regulators and enforcement agencies, including the U.S. Department of Justice and the SEC, continue to devote greater resources to the enforcement of the Foreign Corrupt Practices Act, anti-money laundering laws and anti-corruption laws, and the United Kingdom has significantly expanded the reach of its anti-bribery laws. While we have developed and implemented policies and procedures designed to ensure strict compliance with anti-bribery, anti-money laundering, anti-corruption and other laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that any of our employees have violated these laws (or similar laws of other jurisdictions in which we do business) could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunction on future conduct, securities litigation and reputational damage, any one of which could adversely affect our business, financial position or results of operations.

The financial services industry faces substantial litigation and regulatory risks, and we may face damage to our professional reputation and legal ~~liability if our services are not regarded as satisfactory or for other reasons.~~liability.

As a financial services firm, we depend to a large extent on our relationships with our clients and our reputation for integrity and high-caliber professional services to attract and retain clients. As a result, if a client is not satisfied with our services or ifIf there are allegations of improper conduct by private litigants or regulators, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, whether or not valid, may harm our ~~reputation and may be more damaging to our business than to other types of businesses.~~reputation. Moreover, our role as advisor to our clients on important mergers and acquisitions or restructuring transactions often involves complex analysis and the exercise of professional judgment, including, if appropriate, rendering fairness opinions in connection with mergers and other transactions.

Particularly in highly volatile markets, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against M&A financial advisors can be significant. Our business is also subject to regulation in the countries in which it operates. As this regulatory environment continues to change (in some cases potentially significantly) it is difficult to assess future litigation and regulatory risks. Regulatory changes make it harder for our clients to estimate future potential losses that may be incurred. Our M&A advisory activities may subject us to the risk of significant legal liability to our clients and third parties, including our clients' stockholders, under securities or other laws for materially false or misleading statements made in connection with securities and other transactions and potential liability for the fairness opinions and other advice

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provided to participants in corporate transactions. In addition, a portion of our ~~M&A~~ advisory fees are obtained from restructuring clients, and often these

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clients do not have sufficient resources to indemnify us for costs and expenses associated with third-party subpoenas and direct claims, to the extent such claims are not barred as part of the reorganization process. Our engagements typically include broad indemnities from our clients and provisions designed to limit our exposure to legal claims relating to our services, but these provisions may not protect us or may not be adhered to in all cases. These indemnities also are dependent on our client's capacity to pay the amounts claimed. As a result, we may incur significant legal expenses in defending against litigation. In our Investment Management business, we make investment decisions on behalf of our clients that could result in substantial losses. This also may subject us to the risk of legal liability or actions alleging negligent misconduct, breach of fiduciary duty or breach of contract. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. Substantial legal liability or legal expenses incurred in defending against litigation could materially adversely affect our business, financial condition, operating results or liquidity or cause significant reputational harm to us, which could seriously harm our business.

We may face damage to our professional reputation if our services are not regarded as satisfactory or for other reasons.

As a financial services firm, we depend to a large extent on our relationships with our clients and our reputation for integrity and high-caliber professional services to attract and retain clients. Our reputation could be impacted by events that may be difficult or impossible to control, and costly or impossible to remediate. For example, alleged or actual failures by us or our employees to comply with applicable laws, rules or regulations, errors in our public reports, perceptions of our environmental, social and governance practices or business selection, or the public announcement and potential publicity surrounding any of these events, even if inaccurate, satisfactorily addressed, or if no violation or wrongdoing actually occurred, could adversely impact our reputation, our relationships with clients, and our ability to negotiate joint ventures and strategic alliances, any of which could have an adverse effect on our financial condition and results of operations.

Extensive and evolving regulation of our businesses exposes us to the potential for significant penalties and fines due to compliance failures, increases our costs and limits our ability to engage in certain activities.

As a participant in the financial services industry, we are subject to extensive and evolving regulation by governmental and self-regulatory organizations in jurisdictions around the world, as described further under "Business - Regulation" above. ~~As a result of the financial crisis, the U.S. and other governments took unprecedented steps to try to stabilize the financial system, including various legislation and regulatory initiatives.~~

Our ability to conduct business and our operating results, including compliance costs, may be adversely affected as a result of any new requirements imposed by the SEC, FINRA, or other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that regulate the financial services industry. We may also be adversely affected by changes in the interpretation or enforcement of existing laws or regulations by these governmental authorities and self-regulatory organizations. ~~For example, the current administration in the U.S. may ultimately repeal or modify certain regulations adopted since the financial crisis.~~ Uncertainty about the timing and scope of any changes to existing laws and rules or the implementation of new laws or rules by any regulatory authorities that regulate financial services firms or supervise financial markets, as well as the compliance costs associated with a new regulatory regime, may negatively impact our businesses in the short term, even if the long-term impact of any such changes are positive for our businesses. In addition, policies adopted by clients or prospective clients, which may exceed regulatory requirements, may result in additional compliance costs that materially affect our business. Because certain of our larger competitors are subject to regulations that do not affect us to the same extent, or at all, regulatory reforms may benefit them more than us, including by expanding their permitted activities, reducing their compliance costs or reducing restraints on compensation, any of which could enhance their ability to compete against us for advisory opportunities, for employees or otherwise, in a manner that negatively impacts our business.

Our failure to comply with applicable laws or regulations could result in adverse publicity and reputational harm, as well as fines, suspensions of personnel or other sanctions, including revocation of the registration of us or any of our subsidiaries as an investment advisor or broker-dealer. For example, we are subject to extensive bribery and anti-corruption regulation, which can present heightened risks for us due to certain jurisdictions in which we operate and our significant client relationships with governmental entities and certain businesses that receive support from government agencies. Our businesses are subject to periodic examination by various regulatory authorities, and we cannot predict the outcome of any such examinations or estimate the amount of monetary fines or penalties that could be assessed. In addition, adverse regulatory scrutiny of any of our strategic partners could have a material adverse effect on our business and reputation. For example, the SEC has focused on investment advisors, investigating and bringing enforcement actions where such advisors have breached or are alleged to have breached their fiduciary duties to clients. Any investigation by the SEC, even in the absence of wrongdoing, could damage our reputation with clients and adversely affect our operations.

Specific regulatory changes may have a direct impact on the revenue of our Investment Management business. In addition to regulatory scrutiny and potential fines and sanctions, regulators continue to examine different aspects of the investment management industry. For example, several states and municipalities in the United States have adopted "pay-to-play" rules, which could limit our ability to charge advisory fees, and could therefore affect the profitability of that portion of our business. In addition, the use of "soft dollars," where a portion of commissions paid to broker-dealers in connection with the execution of trades also pays for research and other services provided to advisors, is periodically reexamined and may in the future be limited or modified. Although a substantial portion of the research relied on by our Investment Management business in the investment decision-making process is generated internally by our investment analysts, external research, including external research paid for with soft dollars, is important to the process. This external research generally is used for information gathering or verification purposes, and includes broker-provided research, as well as third-party provided databases and research services. If the use of soft dollars is limited, we

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may have to bear some of these costs. Furthermore, new regulations regarding the management of hedge funds and the use of certain investment products may impact our Investment Management business and result in increased costs. For example, many regulators around the world adopted disclosure and reporting requirements relating to the hedge fund businesses or other businesses, and changes to the laws, rules and regulations in the U.S. related to the over-the-counter swaps and derivatives markets require additional registration, recordkeeping and reporting obligations.

Furthermore, ~~it is expected that~~following the U.K.’s exit from the EU (as described below), the U.K. on-shored MiFID IIregime, which broadly continued the requirements under the previous EU directive and ~~MiFIR, which went into effect on January 3, 2018, will~~regulation, continues to have significant and wide-ranging impacts on U.K. and EU securities and derivatives markets as a result of enhanced investor protection and organizational requirements, including, among other things, (i) rules regarding the ability of portfolio management firms to receive and pay for investment research relating to all asset classes, (ii) enhanced regulation of algorithmic trading, (iii) the

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movement of trading in certain shares and derivatives onto regulated execution venues, (iv) the extension of pre- and post-trade transparency requirements to wider categories of financial instruments, (v) restriction on the use of so-called dark pool trading, (vi) the creation of a new type of trading venue called the Organized Trading Facility for non-equity financial instruments, (vii) commodity derivative position limits and reporting requirements, and (viii) athe move away from vertical silos in execution, clearing and settlement, (ix) an enhanced role for European Securities and Markets Authority ("ESMA") in supervising EU securities and derivatives markets and (x) new requirements regarding non-EU investment firms access to EU financial markets. Implementation of these measures may have a direct and indirect impact on us and certain of our affiliates, including an adverse effect on the demand for our research and trading services from EU investors and an increase in legal and compliance costs.settlement.

AThe U.K.'s exit from the European Union could adversely impact our business and operations.

~~On March 29, 2017,~~The U.K. left the EU on January 31, 2020 and on December 31, 2020, at 11p.m., the Brexit transitional period came to an end. The U.K. and the EU entered into the TCA on December 24, 2020, which was accompanied by a non-binding Joint Declaration committing the U.K. ~~formally notified~~and the EU to cooperate on matters of ~~its intention~~financial regulation, which is intended to ~~withdraw from~~be facilitated by a Memorandum of Understanding due to be agreed by March 2021. However, the TCA does not presently make provision for financial services firms in the U.K. to access the EU ~~under Article 50 of the Treaty on European Union, following a referendum in June 2016. The result of this notification is that~~single market. See Item 1. "Business" for more information. If the U.K. ~~could leave~~and the EU ~~as early as March 29, 2019. In~~are unable to enter into a Memorandum of Understanding, or if the ~~absence~~Memorandum of ~~an agreement providing otherwise, the~~Understanding does not reinstate passporting rights to Evercore U.K.~~'s exit from the EU would cause~~ and Evercore ISI U.K., our U.K. entities would continue to ~~lose the EU financial services passport licenses which allow them~~be unable to ~~operate~~conduct regulated activities on a cross-border and off-shore basis into all EU countries without obtaining regulatory approval outside of the ~~U.K.,~~U.K.. We have taken certain actions to prepare for this outcome, including obtaining a license from BaFin for Evercore Germany, through which ~~would materially~~regulated activities can be conducted in Germany and in other EU and EEA jurisdictions on a cross-border basis, subject to certain exceptions and in compliance with applicable legal requirements. In addition, activities performed by Evercore U.K. and Evercore ISI U.K. which are not regulated activities may still be conducted within the EU and the EEA directly. However, the inability of Evercore U.K. and Evercore ISI U.K. themselves to conduct certain regulated activities on a cross-border and off-shore basis into all EU countries could adversely affect the manner in which ~~our U.K. entities~~they operate. ~~The outcome~~

More broadly, the impact of ~~negotiations between~~Brexit on the economic outlook of the Eurozone and the U.K., and ~~the EU~~associated global implications, remain highly uncertain. More generally, the U.K.'s exit from the EU, together with the ongoing negotiations around the terms of any exit, will likely increase our legal, compliance and operational costs, could also adversely affect European and worldwide economic and market conditions, contribute to instability in global financial and foreign exchange markets, including volatility in the valueuncertain notwithstanding agreement of the ~~British pound~~TCA. This is particularly the case in relation to the financial services sector, where the extent of EU single market access granted to U.K. financial services companies remains subject to further discussion and European euro, and could introduce significant legal uncertainty and potentially divergent national laws and regulations. Our U.K. entities, Evercore U.K. and ISI U.K., primarily service European-domiciled orwill rely heavily on EU ~~member clients, including~~determinations of equivalence in relation to the U.K. ~~Adverse conditions arising~~’s regulatory regime (which cannot be assured, particularly where U.K. regulatory standards diverge from a U.K. exit from the EU could adversely affect our U.K. business and operations, including by reducing the volume or size of mergers, acquisitions, divestitures and other strategic corporate transactions on which we seek to advise. Given there remains significant uncertainty about the short and long term impactthose of the U.K.'s exit from the EU on the ability of our U.K. entities to conduct business on a cross-border basis into the EU, we are taking certain actions to prepare for the possibility of this ability being restricted immediately upon the U.K.'s exit, including exploring the possibility of establishing an entity within the EU and using this entity to conduct business, both in the establishment jurisdiction and in other EU jurisdictions on a cross-border basis. There can be no assurances that we will be able to complete those actions or that any of those actions will provide us with the ability to conduct business on a cross-border basis in the EU.EU).

Our business is subject to various cybersecurity risks.

We face various operational risks related to our businesses on a day-to-day basis. We rely heavily on financial, accounting, communication and other data processing systems to securely process, transmit, and store sensitive and confidential client information, and communicate among our locations around the world and with our staff, clients, partners, and vendors. We also depend on third-party software and programs, as well as cloud-based storage platforms as part of our operations. These systems, including the systems of third parties on whom we rely, may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise, including for reasons beyond our, or their, control. In addition, we are also exposed to fourth-party cybersecurity risk from vendors, suppliers or attackers of our third-party vendors. The increased use of mobile technologies and remote working arrangements heighten these and other operational risks.

In addition, as we operate in a financial services industry, we are susceptible to attempts to gain unauthorized access of client, customer or other confidential information. We are also at risk for denial-of-service, distributed denial-of-service and/or other cyber-attacks involving the theft, dissemination and destruction of corporate information or other assets, which could result from an employee's, contractor's or other third party vendor's failure to follow data security procedures or as a result of actions by third parties, including actions by governments. ~~In 2018, one~~Phishing attacks and email spoofing attacks are becoming more prevalent and are often used to obtain information to impersonate employees or clients in order to, among other things, direct fraudulent bank transfers or obtain valuable information. Fraudulent transfers resulting from phishing attacks or email spoofing of our ~~administrative assistants fell victim to~~employees could result in a ~~phishing attack, allowing access to the assistant’s email account~~material loss of assets, reputational harm or legal liability, and ~~potentially impacting information of a limited number of clients and individuals. We contacted potentially impacted parties~~ in ~~relation to that phishing attack, and informed the appropriate regulators.~~turn materially adversely affect our business. Although cyber-attacks ~~(including the phishing attack described in the foregoing sentences)~~ have not, to date, had a material impact on our operations, breaches of our, or third-party, network security systems on

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which we rely could involve attacks that are intended to obtain unauthorized access to and disclose our proprietary information or our client's proprietary information, destroy data or disable, degrade or sabotage our systems, often through the introduction of computer viruses, cyber-attacks and other means, and could originate from a wide variety of sources, including state actors or other unknown third parties outside the firm. ~~The increased use of mobile technologies heighten these and other operational risks.~~

There can be no assurance that we, or the third parties on whom we rely, will be able to anticipate, detect or implement effective preventative measures against frequently changing cyber threats. We expect to incur significant costs in maintaining and enhancing appropriate protections to keep pace with increasingly sophisticated methods of attack. In addition to the implementation of data security measures, we require our employees to maintain the confidentiality of the proprietary

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information we hold. If an employee's failure to follow proper data security procedures results in the improper release of confidential information, or our systems are otherwise compromised, do not operate properly or are disabled, we could suffer a disruption of our business, financial losses, liability to clients, regulatory sanctions and damage to our reputation.

We are exposed to risks and costs associated with protecting the integrity and security of our clients’, employees’ and others’ personal data and other sensitive information.

As part of our business, we manage, utilize and store sensitive or confidential client or employee data, including personal data. As a result, we are subject to various risks and costs associated with the collection, handling, storage and transmission of sensitive information, including those related to compliance with U.S. and foreign data collection and privacy laws and other contractual obligations, as well as those associated with the compromise of our systems collecting such information. These laws and regulations are increasing in complexity and number. For example, the ~~EU's~~ General Data Protection Regulation ("GDPR") ~~became effective on May 25, 2018~~, which applies across ~~all~~the EU ~~member states. The GDPR brought a number of changes, including requiring companies to meet new~~ and ~~more~~the U.K., imposes stringent requirements regarding the handling of personal ~~data.~~data and several other jurisdictions, including in the United States, have adopted or are considering similar legislation. Failure to meet the GDPR requirements could, in serious cases, result in penalties of up to four percent of worldwide revenue.

If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution. In addition, unauthorized disclosure of sensitive or confidential client or employee data, whether through cyber-attacks, systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients and related revenue in the future. Potential liability in the event of a security breach of client data could be significant and depending on the circumstances giving rise to the breach, this liability may not be subject to a contractual limit of liability or an exclusion of consequential or indirect damages.

Any failure to comply with these regulations could expose us to liability and/or reputational damage. In addition, our businesses are increasingly subject to laws and regulations relating to surveillance, encryption and data on-shoring in the jurisdictions in which we operate. Compliance with these laws and regulations may require us to change our policies, procedures and technology for information security, which could, among other things, make us more vulnerable to cyber-attacks and misappropriation, corruption or loss of information or technology.

Our business is subject to various operational risks.

We operate in businesses that are highly dependent on proper processing of financial transactions. In Evercore ISI, and our ~~Institutional Asset Management and~~ Wealth Management ~~businesses~~business in particular, we must consistently and reliably obtain securities pricing information, properly execute and process client transactions and provide reports and other customer service to our clients. The expansion of our equities business has increased the size and scope of our trading activities and, accordingly, increased the opportunities for trade errors and other operational errors in connection with the processing of transactions. The occurrence of trade or other operational errors or the failure to keep accurate books and records can render us liable to disciplinary action by governmental and self-regulatory authorities, as well as to claims by our clients. We also rely on third-party service providers for certain aspects of our business. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair our operations, affect our reputation and adversely affect our businesses.

In addition, if we were to experience a disaster or other business continuity problem, such as an epidemic, a pandemic, other man-made or natural disaster or disruption involving electronic communications or other services used by us or third parties with whom we conduct business, our continued success will depend, in part, on the availability of our personnel and office facilities and the proper functioning of our computer, software, telecommunications, transaction processing and other related systems and operations, as well as those of third parties on whom we rely. For example, the COVID-19 pandemic resulted in substantial disruption to our business operations. Although we have been able to continue business operations, we cannot guarantee in the future that similar events will not result in a material disruption to our business that may cause material financial loss, regulatory action, reputation harm or legal liability, and if significant portions of our workforce, including key personnel, are unable to work effectively because of illness, government actions, or other restrictions in connection with a pandemic, the impact of a pandemic on our business could be exacerbated. In particular, we depend on our headquarters in New York City, where a large number of our personnel are located, for the continued operation of our business. AAlthough we have developed business continuity plans, a disaster or a disruption in the infrastructure that supports our businesses, a disruption involving electronic communications or other services used by us or third parties with

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whom we conduct business, or a disruption that directly affects our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. The incidence and severity of disasters or other business continuity problems are unpredictable,

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and our inability to timely and successfully recover could materially disrupt our businesses and cause material financial loss, regulatory actions, reputational harm or legal liability.

We may not be able to generate sufficient cash to service all of our indebtedness.

Our ability to make scheduled payments on, or to refinance, our debt obligations depends on our financial condition and operating performance. We cannot provide assurance that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal of, and interest on, our indebtedness, including the $170.0 million principal amount of the 2016 senior notes issued, (the ~~"Private~~"2016 Private Placement Notes") and the $175.0 million and £25.0 million principal amount of the 2019 senior notes issued, (the "2019 Private Placement Notes"), subject to semi-annual interest payments, as well as principal payments beginning in ~~2021.~~2021 and 2029, respectively. The final payments of all amounts outstanding, plus accrued interest, are due ~~2028.~~2028, for the 2016 Private Placement Notes, and 2033, for the 2019 Private Placement Notes. See Note 14 to our consolidated financial statements for further information. If our cash flows and capital resources are insufficient to fund our debt service obligations, including the principal and semi-annual interest payments noted above, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the Private Placement Notes and other contractual commitments.

Our clients may be unable to pay us for our services.

We face the risk that certain clients may not have sufficient financial resources to pay, or otherwise refuse to pay, our agreed-upon advisory fees, including in the bankruptcy or insolvency context. ~~Our clients include some companies that may, from time to time, encounter financial difficulties.~~ If a client's financial difficulties become severe, the client may be unwilling or unable to pay our invoices in the ordinary course of business, which could adversely affect collections of both our accounts receivable and unbilled services. On occasion, some of our clients have entered bankruptcy, which has prevented us from collecting amounts owed to us. The bankruptcy of a number of our clients that, in the aggregate, owe us substantial accounts receivable could have a material adverse effect on our business, financial condition and results of operations. In addition, if a number of clients declare bankruptcy after paying us certain invoices, courts may determine that we are not properly entitled to those payments and may require repayment of some or all of the amounts we received, which could adversely affect our business, financial condition and results of operations. Certain clients may also be unwilling to pay our advisory fees in whole or in part, in which case we may have to incur significant costs to bring legal action to enforce our engagement agreements to obtain our advisory fees.

Goodwill, other intangible assets, equity method investments and other ~~intangible assets~~investments represent a ~~significant~~ portion of our assets, and an impairment of these assets could have a material adverse effect on our financial condition and results of ~~operation.~~operations.

Goodwill, other intangible assets, ~~and~~ equity method investments and other investments represent a ~~significant~~ portion of our assets. We assess these assets at least annually for impairment, however, we may need to perform impairment tests more frequently if events occur, or circumstances indicate, that the carrying amount of these assets may not be recoverable. These events or circumstances could include a significant change in the business climate, attrition of key personnel, a prolonged decline in our stock price and market capitalization, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of one of our businesses and other factors. The valuation of our reporting units, long-lived intangible assets, equity method investments or ~~long-lived intangible assets~~other investments requires judgment in estimating future cash flows, discount rates and other factors. In making these judgments, we evaluate the financial health of our reporting units, long-lived intangible assets, equity method investments or ~~long-lived intangible assets,~~other investments, including such factors as market performance, changes in our client base and projected growth rates. Because these factors are ever changing, due to market and general business conditions, we cannot predict whether, and to what extent, our goodwill, long-lived intangible assets, equity method investments and ~~long-lived intangible assets~~other investments may be impaired in future periods.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could materially adversely affect our business.

We have documented and tested our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors regarding our internal control over financial reporting. If we fail to maintain the adequacy of our internal controls as such standards are modified, supplemented or amended from time to time, weour independent registered public accounting firm may not be able or willing to ~~ensure that we can conclude~~issue an unqualified report on ~~an ongoing basis that we have effective~~the effectiveness of our internal control over financial reporting. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets

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due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we identify a material weakness in our internal control over financial ~~reporting in accordance with Section 404 of the Sarbanes Oxley Act. Failure to maintain an effective internal control environment~~reporting. This could materially adversely affect us and lead to a decline in the market price of our ~~business.~~

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shares.

A change in relevant income tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could result in an audit adjustment or revaluation of our net deferred tax assets that may cause our effective tax rate and tax liability to be higher than what is currently presented in the consolidated financial statements.

As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. This process requires us to estimate our actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment of items, such as deferred revenue, compensation and benefits expense, unrealized gains and losses on long-term investments and depreciation. Our effective tax rate and tax liability is based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner in which they apply to our facts and circumstances is sometimes open to interpretation. Management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities. However, the tax authorities could challenge our interpretation, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. In addition, tax laws, regulations or treaties newly enacted or enacted in the future, or interpretations of the ~~recently enacted~~ Tax Cuts and Jobs Act, or other tax laws, may cause us to revalue our net deferred tax assets and have a material change to our effective tax rate.

Our inability to successfully identify, consummate and integrate alliances, ~~such as~~including through joint ventures or ~~acquired businesses~~investments, as part of our growth initiatives could have adverse consequences to our business.

We may expand our various businesses through additional acquisitions, entering into joint ventures and strategic alliances, and internally developing new opportunities that are complementary to our existing businesses and where we think we can add substantial value or generate substantial returns. The success of this strategy will depend on, among other ~~things:~~

things, the availability of suitable opportunities and capital resources to effect our strategy;

the level of competition from other companies that may have greater financial resources than we do or may not require the same level of disclosure of these activities;

our ability to value acquisition and investment candidates accurately and negotiate acceptable terms for those acquisitions and investments; and

our ability to identify and enter into mutually beneficial relationships with joint venture partners.

Additionally, integrating acquired businesses, providing a platform for new businesses and partnering with other firms involve a number of risks and present financial, managerial and operational challenges, including the following factors, among others:

loss of key employees or customers;

possible inconsistencies in or conflicts between standards, controls, procedures and policies and the need to implement company-wide financial, accounting, information technology and other systems;

failure to maintain the quality of services that have historically been provided;

failure to coordinate geographically diverse organizations;

disagreements between us and our partners;

compliance with regulatory requirements in regions in which new businesses and ventures are located; and

the diversion of management's attention from our day-to-day business as a result of the need to manage any disruptions and difficulties and the need to add management resources to do so.

For example, acquisitions and internally developed initiatives generally result in increased operating and administrative costs as the necessary infrastructure, information technology, legal and compliance systems, controls and personnel are put in place. Our inability to develop, integrate and manage acquired companies, joint ventures or other strategic relationships and growth initiatives in an efficient and cost-effective manner, or at all, could have material adverse short- and long-term effects on our operating results, financial condition and liquidity.

We may not realize the cost savings, revenue enhancements or other benefits that we expected from our acquisitions and other growth initiatives.

Our analyses of the benefits and costs of expanding our businesses necessarily involve assumptions as to future events, including general business and industry conditions, the longevity of specific customer engagements and relationships, operating costs and competitive factors, many of which are beyond our control and may not materialize. While we believe our analyses and their underlying assumptions to be reasonable, they are estimates that are necessarily speculative in nature. In addition, new regulatory requirements and conflicts may reduce the synergies that we expect to result from our growth initiatives. Even if we achieve the expected benefits, we may not be able to achieve them within the anticipated time frame. Also, the cost savings and other synergies from these acquisitions may be offset by costs incurred in integrating the companies, increases in other expenses

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or problems in the business unrelated to these acquisitions. In the case of joint ventures, we are subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to

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personnel, systems and activities that are not under our direct and sole control, and conflicts and disagreements between us and our joint venture partners may negatively impact our business.

Additionally, acquiring the equity of an existing business or substantially all of the assets of a company may expose us to liability for actions taken by an acquired business and its management before the acquisition. The due diligence we conduct in connection with an acquisition and any contractual guarantees or indemnities that we receive from the sellers of acquired companies may not be sufficient to protect us from, or compensate us for, actual liabilities. A material liability associated with an acquisition, especially where there is no right to indemnification, could adversely affect our operating results, financial condition and liquidity.

Risks Related to Our Investment Banking Business

A substantial portion of our revenue is derived from advisory assignments for Investment Banking clients, which are not long-term contracted sources of revenue and are subject to intense competition, and declines in these engagements could have a material adverse effect on our financial condition and operating results.

We historically have earned a substantial portion of our revenue from fees paid to us by our Investment Banking clients for advisory services. These fees are typically payable upon the successful completion of a particular transaction or restructuring. Our Advisory and Underwriting services accounted for ~~88%~~89%, ~~84%~~88% and ~~79%~~88% of our revenues, excluding Other Revenue, net, in ~~2018, 2017~~2020, 2019 and ~~2016,~~2018, respectively. We expect that we will continue to rely on Investment Banking fees from advisory services for a substantial portion of our revenue for the foreseeable future. Accordingly, a decline in our Investment Banking advisory engagements, or the market for advisory services, would adversely affect our business.

In addition, our Advisory professionals operate in a highly-competitive environment where typically there are no long-term contracted sources of revenue. Each revenue-generating engagement typically is separately solicited, awarded and negotiated. In addition, many businesses do not routinely engage in transactions requiring our services. As a consequence, our fee-paying engagements with many clients are not likely to be predictable and high levels of revenue in one quarter are not necessarily predictive of continued high levels of revenue in future periods. We also lose clients each year as a result of the sale or merger of a client, a change in a client's senior management, competition from other financial advisors and financial institutions and other causes. As a result, our advisory fees could decline materially due to such changes in the volume, nature and scope of our engagements.

A high percentage of our revenue is derived from a small number of Investment Banking clients, and the termination of any one advisory engagement could reduce our revenue and harm our operating results.

Our top five Investment Banking clients accounted for 9%, 13% and 10% of our revenues, excluding Other Revenue, net, in 2018, 2017 and 2016, respectively. The composition of the group comprising our largest Investment Banking clients varies significantly from year to year, and a relatively small number of clients may account for a significant portion of our Investment Banking Revenues. As a result, our operating results, financial condition and liquidity may be significantly affected by even one lost mandate or the failure of one advisory assignment to be completed, however, no single client accounted for more than 10% of our revenues, excluding Other Revenue, net, for the years ended December 31, 2018, 2017 and 2016.

We face strong competition from other financial advisory firms, many of which have the ability to offer clients a wider range of products and services than we can offer, which could cause us to fail to win advisory mandates and subject us to pricing pressures that could materially adversely affect our revenue and profitability.

The financial advisory industry is intensely competitive, highly fragmented and subject to rapid change, and we expect it to remain so. We compete on both a global and regional basis, and on the basis of a number of factors, including the quality of our employees, industry knowledge, transaction execution skills, our products and services, innovation, reputation, strength of relationships and price. We have experienced intense competition over obtaining advisory mandates in recent years, and we may experience pricing pressures in our Investment Banking business in the future, as some of our competitors seek to obtain increased market share by reducing fees. When making proposals for fixed-fee engagements, we estimate the costs and timing for completing the engagements. These estimates reflect our best judgment regarding the efficiencies of our methodologies and financial professionals as we plan to deploy them on engagements. Any unexpected costs or unanticipated delays in connection with the performance of such engagements could make these contracts less profitable, or unprofitable, which would have an adverse effect on our profit margins.

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Several of our competitors include large financial institutions, many of which have far greater financial and other resources and greater name recognition than us and, unlike us, have the ability to offer a wider range of products, which may enhance their competitive position. They also regularly support services we do not provide, such as commercial lending and other financial services and products, which puts us at a competitive disadvantage and could result in pricing pressures or lost opportunities, which could materially adversely affect our revenue and profitability. In addition, we may be at a competitive disadvantage with regard to certain of our competitors who have larger customer bases, have more professionals to serve their clients' needs and are able to provide financing or otherwise commit capital to clients that are often a crucial component of the Investment Banking transactions on which we advise.

In addition to our larger competitors, we face competition from a number of independent investment banks that offer only independent advisory services, which stress their lack of other businesses as a competitive advantage. As these independent firms or new entrants into the market seek to gain market share, there could be additional pricing and competitive pressures, which may impact our ability to implement our growth strategy and ultimately materially adversely affect our financial condition and results of operations.

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Evercore ISI's business relies on non-affiliated third-party service providers.

Evercore ISI has entered into service agreements with third-party service providers for client order management, trade execution and settlement and clearance of client securities transactions and research distribution. This business faces the risk of operational failure of any of the vendors we use to facilitate our securities transactions. Our senior management and officers oversee and manage these relationships. Poor oversight and control or inferior performance or service on the part of the service provider could result in loss of customers and violations of applicable rules and regulations. Any such failure could adversely affect our ability to effect transactions and to manage our exposure to risk.

Underwriting and trading activities expose us to risks.

We may incur losses and be subject to reputational harm to the extent that, for any reason, we are unable to sell securities we purchased as an underwriter at the anticipated price levels. As an underwriter, we also are subject to liability for material misstatements or omissions in prospectuses and other offering documents relating to offerings we underwrite. In such cases, any indemnification provisions in the applicable underwriting agreement may not be enforceable or available to us, for example, if the client is not financially able to satisfy its indemnification obligations in whole, or part, or the scope of the indemnity is not sufficient to protect us against financial or reputational losses arising from such liability. ~~For example, we are involved in a securities law class action litigation where the issuer filed for Chapter 11 bankruptcy.~~

In addition, through indemnification provisions in our agreement with our clearing organization, customer activities may expose us to off-balance sheet credit risk. We may have to purchase or sell securities at prevailing market prices in the event a customer fails to settle a trade on its original terms. We seek to manage the risks associated with customer trading activities through customer screening, internal review and trading procedures, but such procedures and processes may not be effective in all cases.

If the number of debt defaults or bankruptcies declines or other factors affect the demand for our restructuring services, our restructuring revenue could be adversely affected.

We provide financial advice and investment banking services to companies in financial transition, as well as to creditors, shareholders and potential acquirers. Our services may include reviewing and analyzing the business, financial condition and prospects of the company or providing advice on strategic transactions, capital raising or restructurings. We also may provide advisory services to companies that have sought, or are planning to seek, protection under Chapter 11 of the U.S. Bankruptcy Code or other similar processes in non-U.S. jurisdictions. A number of factors affect demand for these advisory services, including general economic conditions, the availability and cost of debt and equity financing, governmental policy and changes to laws, rules and regulations, including those that protect creditors. In addition, providing restructuring advisory services entails the risk that the transaction will be unsuccessful, or take considerable time, and be subject to a bankruptcy court's authority to disallow or discount our fees. If the number of debt defaults or bankruptcies declines, or other factors affect the demand for our restructuring advisory services, our restructuring business would be adversely affected.

Risks Relating to Our Investment Management Business

The amount and mix of our AUM are subject to significant fluctuations.

The revenues and profitability of our ~~Institutional Asset Management and~~ Wealth Management ~~businesses~~business are derived from providing investment management and related services. The level of our revenues depends largely on the level and mix of AUM.

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Fluctuations in the amount and mix of our AUM may be attributable, in part, to market conditions outside of our control that have had, and in the future could have, a negative impact on our revenues and income. Any decrease in the value or amount of our AUM because of market volatility or other factors negatively impacts our revenues and income. We are subject to an increased risk of asset volatility from changes in the global financial and equity markets. Individual financial and equity markets may be adversely affected by economic, political, financial, or other instabilities that are particular to the country or regions in which a market is located, including without limitation local acts of terrorism, health emergencies, economic crises or other business, social or political crises. Declines in these markets have caused in the past, and may cause in the future, a decline in our revenues and income. Global economic conditions, exacerbated by war or terrorism, health emergencies or financial crises, changes in the equity market place, trade disputes, restrictions on travel, currency exchange rates, commodity prices, interest rates, inflation rates, the yield curve, and other factors that are difficult to predict affect the mix, market values and levels of our AUM. A decline in the price of stocks or bonds, or in particular market segments, or in the securities market generally, could cause the value and returns on our AUM to decline, resulting in a decline in our revenues and income. Moreover, changing market conditions may cause a shift in our asset mix between international and U.S. assets, potentially resulting in a decline in our revenue and income depending upon the nature of our AUM and the level of management fees we earn based on them. Additionally, changing market conditions may cause a shift in our asset mix towards fixed-income products and a related decline in our revenue and income, as in the U.S. we generally derive higher fee revenues and income from equity assets than from fixed-income products we manage.

If the funds we manage or invest in perform poorly, we will suffer a decline in our investment management revenue and earnings, and our Investment Management business may be adversely affected.

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Revenue from our ~~Institutional Asset Management and~~ Wealth Management ~~businesses~~business is derived from fees earned for the management of client assets, generally based on the market value of AUM. Poor investment performance by these businesses, on an absolute basis or as compared to third-party benchmarks or competitors, could stimulate higher redemptions, thereby lowering AUM and reducing the fees we earn, even in periods when securities prices are generally rising. In addition, if the investments we make on behalf of our funds and clients perform poorly, it may be more difficult for us to attract new investors, launch new products or offer new services in our ~~Institutional Asset Management or~~ Wealth Management ~~businesses.~~business. Furthermore, if the volatility in the U.S. and global markets cause a decline in the price of securities that constitutes a significant portion of our AUM, our clients could withdraw funds from, or be hesitant to invest in, our Investment Management business due to the uncertainty or volatility in the market or in favor of investments they perceive as offering greater opportunity or lower risk, which would also result in lower investment management revenue. In our investments in entities that manage private equity funds, our revenues include management fees based on committed or invested capital and performance fees. If our investments in private equity funds perform poorly, whether on a realized or unrealized basis, our revenues and earnings will suffer. Poor performance by our private equity investments may also make it more difficult for the private equity funds we invest in to raise any new funds in the future or may result in such fundraising taking longer to complete than anticipated or may prevent them from raising such funds, which could negatively impact our share of future management and performance fees. In addition, to the extent that, over the life of the funds, we have received an amount of carried interest that exceeds a specified percentage of distributions made to the third-party investors in our funds, we may be obligated to repay the amount of this excess to the third-party investors.

Our Investment Management business' reliance on non-affiliated third-party service providers subjects the Company to operational risks.

We have entered into services agreements with third-party service providers for custodial services and trust and investment administration processing and reporting services. Our officers oversee and manage these relationships; however, poor oversight and control on our part or inferior performance or service on the part of the service providers could result in loss of customers, violation of applicable rules and regulations, including, but not limited to, privacy and anti-money laundering laws and otherwise adversely affect our business and operations.

Our agreements with the OCC require us to maintain and segregate certain assets, and our failure to comply with these agreements (including if we are required to access these assets for other purposes) could adversely affect us.

Evercore Inc. and Evercore LP are party to a Capital and Liquidity Support Agreement, a Capital and Liquidity Maintenance Agreement and other related agreements with the OCC related to ETC (collectively, the "OCC Agreements"). The OCC Agreements require Evercore Inc. and Evercore LP to provide ETC necessary capital and liquidity support in order to ensure that ETC continues to operate safely and soundly and in accordance with applicable laws and regulations. In particular, the OCC Agreements require that Evercore Inc. and Evercore LP (1) maintain at least $5 million in Tier 1 capital in ETC or such other amount as the OCC may require and (2) maintain liquid assets in ETC in an amount at least equal to the greater of $3.5 million or 180 days coverage of ETC's operating expenses.

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If we fail to comply with any of the OCC Agreements, we could become subject to civil money penalties, regulatory enforcement actions, payment of damages and, if the OCC deems it likely that we are unable to fulfill our obligations or breach the OCC Agreements, a forced disposition of ETC. The occurrence of any of these events or the disclosure that these events are probable or under consideration may cause reputational harm and erosion of client trust, due to a perception that we are unable to comply with applicable regulatory requirements, unable to successfully launch new initiatives and businesses, or that our reputation for integrity and high-caliber professional services is no longer valid, any of which could adversely affect our business and operations.

Valuation methodologies of the private equity funds in which we hold interests can be subject to significant subjectivity, and the values of assets established pursuant to such methodologies may never be realized, which could result in significant losses.

We have made principal investments in Glisco II, Glisco III, Glisco IV, Trilantic IV, Trilantic V and Trilantic VI. These funds generally invest in relatively high-risk, illiquid assets. In addition, some of these investments are, or may in the future be, in industries or sectors which are unstable, in distress or undergoing some uncertainty. Such investments may be subject to rapid changes in value caused by sudden company-specific or industry-wide developments. Contributing capital to these funds is risky, and we may lose some or all of the principal amount of our investments. There are no regularly quoted market prices for a number of investments in the funds. The value of the investments in the funds is determined using fair value methodologies described in the funds' valuation policies, which may consider, among other things, the nature of the investment, the expected cash flows from the investment, bid or ask prices provided by third parties for the investment and the trading price of recent sales of securities (in the case of publicly-traded securities), restrictions on transfer and other recognized valuation methodologies. The methodologies used in valuing individual investments are based on estimates and assumptions specific to the particular investments. Therefore, the value of the investments does not necessarily reflect the prices that would actually be obtained on behalf of the fund when such investments are sold. Realizations at values significantly lower than the values at which investments have been reflected in fund values would result in losses for the applicable fund and the loss of potential incentive income and principal investments.

~~The limited partners of the private equity funds we invest in may terminate their relationship with us at any time.~~

The limited partnership agreements of the funds we invest in provide that the limited partners of each fund may terminate their relationship without cause with a simple majority vote of each fund's limited partners. If the limited partners of the funds we invest in terminate their relationship with such funds, we would lose management fees and carried interest from those funds.

Risks Related to Our International Operations

A meaningful portion of our revenues are derived from our international operations, which are subject to certain risks.

In ~~2018,~~2020, we earned 23% of our Total Revenues, excluding Other Revenue, and 23% of our Investment Banking Revenues from clients ~~and private equity funds~~ located outside of the United States. WeGenerally, we intend to grow our non-U.S. business, and this growth is critical to our overall success. Many of our larger clients for our Investment Banking business are non-U.S. entities seeking to enter into transactions involving U.S. businesses. Our international operations carry special financial and business risks, which could include, but are not limited to, ~~the following:~~

greater difficulties managing and staffing foreign operations;

language and cultural differences;

fluctuations in foreign currency exchange rates that could adversely affect our results;

unexpected and costly changes in trading policies, regulatory requirements, tariffs and other barriers;

restrictions on travel;

greater difficulties in collecting accounts receivable;

longer transaction cycles;

higher operating costs;

local labor conditions and regulations;

adverse consequences or restrictions on the repatriation of earnings;

potentially adverse tax consequences, such as trapped foreign losses;

less stable political and economic environments;

civil disturbances or other catastrophic events that reduce business activity;

disasters or other business continuity problems, such as pandemics, other man-made or natural disaster or disruption involving electronic communications or other services; and international trade ~~issues; and~~

~~a U.K. exit from the EU.~~issues.

As part of our day-to-day operations outside of the United States, we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple

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successfully manage and grow our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with non-U.S. standards and procedures.

If our international business increases relative to our total business, these factors could have a more pronounced effect on our operating results. See also "—Difficult market conditions may adversely affect our business in many ways, including reducing the volume of the transactions involving our Investment Banking business and reducing the value of the assets we manage in our Investment Management businesses, which, in each case, may materially reduce our revenue or income."

Fluctuations in foreign currency exchange rates could adversely affect our results.

Because our financial statements are denominated in U.S. dollars and we receive a portion of our ~~net revenue from continuing operations~~revenues in other currencies, we are exposed to fluctuations in foreign currencies. In addition, we pay certain of our expenses in such currencies. Generally, we do not enter into any transactions to hedge our exposure to foreign exchange fluctuations in our foreign subsidiaries through the use of derivative instruments or otherwise. An appreciation or depreciation of any of these currencies relative to the U.S. dollar would result in an adverse or beneficial impact, respectively, to our financial results. Fluctuations in foreign currency exchange rates may also affect the levels of our AUM and, as a result, our investment advisory fees. On occasion, we enter into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable in EGL. There were no foreign currency exchange forward contracts outstanding as of December 31, ~~2018.~~

~~Adverse economic conditions and political events in Mexico may result in disruptions to our business operations and adversely affect our revenue.~~

Our Mexican affiliate has all of its assets located in Mexico and most of its revenue derived from operations in Mexico. As a financial services firm, our businesses in Mexico are materially affected by Mexico's financial markets and economic conditions. For example, a lack of liquidity in Mexican government bonds could have a material adverse effect on our Mexico businesses. Historically, interest rates in Mexico have been volatile, particularly in times of economic unrest and uncertainty. Mexico has had, and may continue to have, high real and nominal interest rates. In addition, the Mexican government exercises significant influence over many aspects of the Mexican economy; therefore, political events in Mexico, including a change in state and municipal political leadership, may result in disruptions to our business operations and adversely affect its revenue. Any action by the government, including changes in the regulation of Mexico's financial sector, could have an adverse effect on the operations of our Mexican business, especially the asset management business.

Our Mexican business derives a significant portion of its revenue from advisory contracts with state and local governments in Mexico. The term limit system in Mexico may prevent us from maintaining relationships with the same clients in the same political positions beyond these periods. After an election takes place, there is no guarantee that we will be able to remain as advisors of the new government, even if the new administration is of the same political party as the previous one.2020.

The cost of compliance with international broker-dealer, employment, labor, benefits and tax regulations may adversely affect our business and hamper our ability to expand internationally.

Since we operate our business both in the U.S. and internationally, we are subject to many distinct broker-dealer, employment, labor, benefits and tax laws in each jurisdiction in which we operate, including regulations affecting our employment practices and our relations with our employees and service providers. If we are required to comply with new regulations or new interpretations of existing regulations, or if we are unable to comply with these regulations or interpretations, our business could be adversely affected or the cost of compliance may make it difficult to expand into new international markets. Additionally, our competitiveness in international markets may be adversely affected by regulations requiring, among other things, the awarding of contracts to local contractors, the employment of local citizens and/or the purchase of services from local businesses.

Risks Related to Our Organizational Structure

We are required to pay some of our Senior Managing Directors for most of the benefits relating to any additional tax depreciation or amortization deductions we may claim as a result of the tax basis step-up we ~~received~~receive in connection with exchanges of Evercore LP partnership units ("LP Units") for shares and related transactions.

As of December 31, ~~2018,~~2020, there were ~~2,597,410~~ vested ~~Class A partnership units of Evercore~~ LP ~~("Class A LP Units")~~Units held by some of our Senior Managing Directors and former employees that may in the future be exchanged for shares of our Class A common stock. The exchanges may result in increases in the tax basis of the assets of Evercore LP that otherwise would not have been available. These

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increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future, although the IRS may challenge all or part of that tax basis increase, and a court could sustain such a challenge.

We have entered into a tax receivable agreement with some of our Senior Managing Directors that provides for the payment by us to these Senior Managing Directors of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of these increases in tax basis. While the actual increase in tax basis, as well as the amount and timing of any payments under this agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, and the amount and timing of our income, we expect that, as a result of the size of the increases in the tax basis of the tangible and intangible assets of Evercore LP attributable to our interest in Evercore LP, during the expected term of the tax receivable agreement, the payments that we may make to our Senior Managing Directors could be substantial. Recent changes in tax legislation may modify the amounts paid under the agreement. For example, the Tax Cuts and Jobs Act includes a permanent reduction in the federal corporate income tax rate from 35% to 21%, which ~~will likely reduce~~reduced future amounts to be paid under the agreement with respect to tax years beginning in 2018. In addition, there are numerous other provisions which may also have an impact on the amount of tax to be paid. To the extent that there are future changes or modifications to the Tax Cuts and Jobs Act or other legislation that increases our federal corporate tax rate, our payment obligations under the tax receivable agreement could increase.

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Although we are not aware of any issue that would cause the IRS to challenge a tax basis increase, Senior Managing Directors who receive payments will not reimburse us for any payments that may previously have been made under the tax receivable agreement. As a result, in certain circumstances we could make payments to some of the Senior Managing Directors under the tax receivable agreement in excess of our cash tax savings. Our ability to achieve benefits from any tax basis increase, and the payments to be made under this agreement, will depend upon a number of factors, as discussed above, including the timing and amount of our future income.

Our only material asset is our interest in Evercore LP, and we are accordingly dependent upon distributions from Evercore LP to pay dividends, taxes and other expenses.

The Company is a holding company and has no material assets other than its ownership of partnership units in Evercore LP. The Company has no independent means of generating revenue. We intend to cause Evercore LP to make distributions to its partners in an amount sufficient to cover all applicable taxes payable, other expenses and dividends, if any, declared by us.

Payments of dividends, if any, will be at the sole discretion of the Company's board of directors after taking into account various factors, ~~including:~~

including economic and business conditions;

our financial condition and operating results;

our available cash and current and anticipated cash needs;

our capital requirements;

applicable contractual, legal, tax and regulatory restrictions;

implications of the payment of dividends by us to our stockholders or by our subsidiaries (including Evercore LP) to us; and

such other factors as our board of directors may deem relevant.

In addition, Evercore LP is generally prohibited under Delaware law from making a distribution to a partner to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Evercore LP (with certain exceptions) exceed the fair value of its assets. Furthermore, certain subsidiaries of Evercore LP may be subject to similar legal limitations on their ability to make distributions to Evercore LP. Moreover, our regulated subsidiaries may be subject to regulatory capital requirements that limit the distributions that may be made by those subsidiaries.

Deterioration in the financial condition, earnings or cash flow of Evercore LP and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent that the Company requires funds and Evercore LP is restricted from making such distributions under applicable law or regulation or under the terms of financing arrangements, or is otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

As of December 31, ~~2018,~~2020, regulated subsidiaries of Evercore LP ~~and its consolidated subsidiaries~~ had ~~approximately $640 million in~~$1.2 billion of cash and cash equivalents ~~available for distribution without prior regulatory approval. Certain of the amounts~~and investment securities. Amounts held in regulated entities ~~are~~may be subject to advance notification requirements to, ~~the~~or regulatory approval from, their relevant regulatory body prior to distribution, which could delay or restrict access to such capital.

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If Evercore Inc. were deemed an "investment company" under the 1940 Act as a result of its ownership of Evercore LP, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

If Evercore Inc. were to cease participation in the management of Evercore LP, its interest in Evercore LP could be deemed an "investment security" for purposes of the 1940 Act. Generally, a person is deemed to be an "investment company" if it owns investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items), absent an applicable exemption. Evercore Inc. will have no material assets other than its equity interest in Evercore LP. A determination that this interest was an investment security could result in Evercore Inc. being an investment company under the 1940 Act and becoming subject to the registration and other requirements of the 1940 Act.

The 1940 Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. We intend to conduct our operations so that Evercore Inc. will not be deemed to be an investment company under the 1940 Act. However, if anything were to happen which would cause Evercore Inc. to be deemed to be an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact business with affiliates and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among Evercore Inc., Evercore LP or our Senior Managing Directors, or any combination thereof and materially adversely affect our business, financial condition and results of operations.

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Risks Related to Our Class A Common Stock

Our Senior Managing Directors control a significant portion of the voting power in Evercore Inc., which may give rise to conflicts of interests.

Our Senior Managing Directors own shares of our Class A common stock and our Class B common stock. Our certificate of incorporation provides that the holders of the shares of our Class B common stock are entitled to a number of votes that is determined pursuant to a formula that relates to the number of LP Units held by such holders. Each holder of Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each partnership unit in Evercore LP held by such holder. Our Senior Managing Directors, and certain trusts benefiting their families, collectively have a significant portion of the voting power in Evercore Inc. As a result, our Senior Managing Directors have the ability to exercise influence over the election of the members of our board of directors and, therefore, influence over our management and affairs, including determinations with respect to acquisitions, dispositions, borrowings, issuances of common stock or other securities, and the declaration and payment of dividends. In addition, they are able to exercise influence over the outcome of all matters requiring stockholder approval. This concentration of ownership could deprive our other Class A stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

Our share price may decline or we may have a significant increase in the number of shares of common stock outstanding due to the large number of shares eligible for future sale and for exchange.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of Class A common stock in the market or the perception that such sales could occur. These sales, or the possibility that these sales may occur, might make it more difficult for us to sell equity securities at a time and at a price that we deem appropriate.

Further, we have historically repurchased a significant number of shares of our Class A common stock in the open market. If we were to cease or were unable to repurchase shares of Class A common stock, or choose to allocate available capital to the repayment of borrowings or other expenditures, the number of shares outstanding would increase over time, diluting the ownership of existing stockholders.

As of December 31, ~~2018,~~2020, we had a total of ~~39,748,576~~40,750,225 shares of our Class A common stock outstanding. In addition, our current and former Senior Managing Directors own an aggregate of ~~2,597,410~~ 1,926,613 Class A limited partnership units of Evercore LP ("Class A LP ~~Units,~~Units"), which were all fully vested as of December 31, ~~2018.~~2020. Further, as of December 31, ~~2018,~~2020, there were ~~2,304,386~~3,051,501 vested Class E limited partnership units of Evercore LP ("Class E LP Units") ~~and 1,296,755 vested and unvested Class J limited partnership units of Evercore LP ("Class J LP Units") outstanding, which convert into Class E LP Units.~~. In addition, 400,000 unvested Class I-P units of Evercore LP ("Class I-P Units") which convert into Class I limited partnership units of Evercore LP ("Class I LP Units") based on the achievement of certain market and service conditions, and ~~63,992~~283,992 unvested Class K-P units of Evercore LP ("Class K-P Units"), which convert into a number of Class K

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limited partnership units of Evercore LP ("Class K LP Units") based on the achievement of certain defined benchmark results, were outstanding as of December 31, ~~2018.~~2020. Our amended and restated certificate of incorporation allows the exchange of Class A, Class E, Class I and Class K LP Units (other than those held by us) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The shares of Class A common stock issuable upon exchange of the partnership units that are held by our Senior Managing Directors and certain other employees of the Company are eligible for resale from time to time, subject to certain contractual and Securities Act restrictions.

As of February ~~15, 2019,~~17, 2021, we had a total of ~~47,423,943~~47,628,358 shares of Class A common stock outstanding and units which were convertible, or potentially convertible, into Class A common stock. This is comprised of ~~40,995,344~~42,023,195 shares of our Class A common stock outstanding, ~~2,521,798~~1,902,278 Class A LP Units, ~~2,794,467~~3,018,893 Class E ~~LP Units, 648,342 Class J~~ LP Units, 400,000 Class I-P Units and ~~63,992~~283,992 Class K-P ~~Units.~~Units (which convert into a number of Class K LP Units based on the achievement of certain defined benchmark results). See Note 19 to our consolidated financial statements for further information.

Further, as part of annual bonuses and incentive compensation, we award restricted stock units ("RSUs") to employees, as well as to new hires. As of December 31, ~~2018, 5,887,408~~2020, 5,375,728 RSUs issued pursuant to the Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the "2016 Plan") and the Amended and Restated 2006 Evercore Inc. Stock Incentive Plan were outstanding. Of these RSUs, ~~77,310~~199,147 were fully vested and ~~5,810,098~~5,176,581 were unvested. Each RSU represents the holder's right to receive one share of our Class A common stock following the applicable vesting date. Should we issue RSUs in excess of the amount remaining as authorized for issuance under the Evercore Inc. 2016 Stock Incentive Plan, these awards would be accounted for as liability awards, with changes in the fair value of these awards reflected as compensation expense until authorization is obtained.

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Some of our Senior Managing Directors are parties to registration rights agreements with us. Under these agreements, these persons have the ability to cause us to register the shares of our Class A common stock they could acquire.

The market price of our Class A common stock may be volatile, which could cause the value of our Class A common stock to decline.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our Class A common stock in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors, and in response, the market price of our Class A common stock could decrease significantly.

Anti-takeover provisions in our charter documents and Delaware law could delay or prevent a change in control.

Our certificate of incorporation and by-laws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable by permitting our board of directors to issue one or more series of preferred stock, requiring advance notice for stockholder proposals and nominations and placing limitations on convening stockholder meetings. In addition, we are subject to provisions of the Delaware General Corporation Law that restrict certain business combinations with interested stockholders. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm our stock price.



Item 1B.			Unresolved Staff Comments

None.



Item 2.			Properties

Our principal offices are located in leased office space at 55 East 52nd Street, New York, New York ~~at 666 Fifth Avenue, New York, New York,~~and at 1 and 15 Stanhope Gate in London, U.K.~~, and at Torre Virreyes, Pedregal 24, 15th Floor, Col. Molino del Rey, Del. Miguel Hidalgo in Mexico City, Mexico.~~ We do not own any real property.



Item 3.			Legal Proceedings

In the normal course of business, from time to time, the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, Mexican, United Kingdom, German, Hong Kong, Singapore, Canadian, Dubai and United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings regarding the Company's business, including, among other matters, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably

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estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, ~~(including the matter described below),~~ individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with Accounting Standards Codification ("ASC") 450, "Contingencies" when warranted. Once established, such provisions are adjusted when there is more information available or when an event occurs requiring a change.

Beginning in November 2016, several putative class actions were filed, and thereafter consolidated, in the U.S. District Court for the Eastern District of Texas relating to Adeptus Health Inc.'s ("Adeptus") June 2014 initial public offering and May 2015, July 2015 and June 2016 secondary offerings. Among others, the defendants included Adeptus and the underwriters in the offerings, including EGL. On April 19, 2017, Adeptus filed for Chapter 11 bankruptcy and was subsequently removed as a defendant. On November 21, 2017, plaintiffs filed a consolidated complaint that alleged as to the underwriters' violation of the Securities Act of 1933 in connection with the four offerings. The defendants filed motions to dismiss on February 5, 2018. On September 12, 2018, the defendants' motions to dismiss were granted as to the claims relating to the initial public offering and May 2015 secondary offering, but denied as to the claims relating to the July 2015 and June 2016 secondary offerings. EGL underwrote 293,867 shares of common stock in the July 2015 secondary offering, representing an aggregate offering price of approximately $30.8 million, but did not underwrite any shares in the June 2016 secondary offering. On September 25, 2018, the plaintiffs filed an amended complaint relating to the July 2015 and June 2016 secondary offerings. On December 7, 2018, the plaintiffs filed a motion for class certification and the defendants filed an opposition to the motion on February 8, 2019.



Item 4.			Mine Safety Disclosures

Not applicable.

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PART II



Item 5.			Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Evercore Class A Common Stock

Our Class A common stock is listed on the NYSE and is traded under the symbol "EVR." At the close of business on February ~~15, 2019,~~17, 2021, there were ~~ten~~24 Class A common stockholders of record. This is not the actual number of beneficial owners of the Company's common stock, as shares are held in "street name" by brokers and others on behalf of individual owners.

There is no trading market for the Evercore Inc. Class B common stock. As of February ~~15, 2019,~~17, 2021, there were 8647 holders of record of the Class B common stock.

Dividend Policy

The Company paid quarterly cash dividends of ~~$0.50~~$0.61 per share of Class A common stock for the ~~quarters~~quarter ended December 31, ~~2018, September 30, 2018 and June 30, 2018, $0.40 per share for the quarters ended March 31, 2018 and December 31, 2017, and $0.34~~2020, $0.58 per share for the quarters ended September 30, ~~2017,~~2020, June 30, ~~2017 and~~2020, March 31, ~~2017.~~2020, December 31, 2019, September 30, 2019 and June 30, 2019 and $0.50 per share for the quarter ended March 31, 2019.

We pay dividend equivalents, in the form of unvested RSU awards or deferred cash dividends, concurrently with the payment of dividends to the holders of Class A common shares, on all unvested RSU grants awarded in conjunction with annual bonuses and new hire awards. The dividend equivalents have the same vesting and delivery terms as the underlying RSU award.

The declaration and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors will take into account: general economic and business conditions; our financial condition and operating results; our available cash and current and anticipated cash needs; capital requirements; contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including Evercore LP) to us; and such other factors as our board of directors may deem relevant.

We are a holding company and have no material assets other than our ownership of partnership units in Evercore LP. We intend to cause Evercore LP to make distributions to us in an amount sufficient to cover dividends, if any, declared by us and tax distributions. If Evercore LP makes such distributions, the limited partners of Evercore LP will be entitled to receive equivalent distributions from Evercore LP on their partnership units.

Recent Sales of Unregistered Securities

None

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Share Repurchases for the period January 1, ~~2018~~2020 through December 31, ~~2018~~2020


2020	Total Number of Shares (or Units) Purchased(1)	Average Price Paid Per Share		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(2)	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(2)
January 1 to January 31	32,232	$	76.45	25,000	4,094,401
February 1 to February 29	1,742,690	76.99		825,134	3,269,267
March 1 to March 31	66,958	65.83		—	3,269,267
Total January 1 to March 31	1,841,880	$	76.57	850,134	3,269,267

April 1 to April 30	9,394	$	52.62	—	3,269,267
May 1 to May 31	9,000	49.98		—	3,269,267
June 1 to June 30	10,541	57.11		4,000	3,265,267
Total April 1 to June 30	28,935	$	53.43	4,000	3,265,267

July 1 to July 31	5,275	$	57.53	—	3,265,267
August 1 to August 31	5,229	55.30		—	3,265,267
September 1 to September 30	5,372	62.19		—	3,265,267
Total July 1 to September 30	15,876	$	58.37	—	3,265,267

October 1 to October 31	2,107	$	67.49	—	3,265,267
November 1 to November 30	23,555	84.53		—	3,265,267
December 1 to December 31	10,040	93.47		—	3,265,267
Total October 1 to December 31	35,702	$	86.04	—	3,265,267

Total January 1 to December 31	1,922,393	$	76.25	854,134	3,265,267

2018 Total Number of
Shares (or Units)
Purchased(1) Average Price
Paid Per Share Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(2) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(2)
January 1 to January 31 4,125
$ 91.33
—
8,500,000
February 1 to February 28 1,089,499
99.33
132,602
8,367,398
March 1 to March 31 328,027
93.40
265,378
8,102,020
Total January 1 to March 31 1,421,651
$ 97.94
397,980
8,102,020

April 1 to April 30 227,347
$ 87.98
227,347
7,874,673
May 1 to May 31 2,853
101.08
—
7,874,673
June 1 to June 30 9,391
105.93
—
7,874,673
Total April 1 to June 30 239,591
$ 88.84
227,347
7,874,673

July 1 to July 31 4,729
   $ 107.16
   —
   7,874,673
August 1 to August 31 186,848
   109.60
   172,830
   7,701,843
September 1 to September 30 55,670
   106.00
   50,000
   7,651,843
Total July 1 to September 30 247,247
$ 108.74
222,830
7,651,843

October 1 to October 31 746,473
$ 87.16
738,644
6,913,199
November 1 to November 30 449,027
82.36
433,781
6,479,418
December 1 to December 31 1,699
82.26
—
6,479,418
Total October 1 to December 31 1,197,199
$ 85.35
1,172,425
6,479,418

Total January 1 to December 31 3,105,688
$ 93.24
2,020,582
6,479,418

(1)Includes the repurchase of 991,746, 24,935, 15,876, and 35,702 shares in treasury transactions arising from net settlement of equity awards to satisfy minimum tax obligations during the three months ended March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020, respectively.


~~(1)~~	Includes the repurchase of 1,023,671, 12,244, 24,417 and 24,774 shares in treasury transactions arising from net settlement of equity awards to satisfy minimum tax obligations during the three months ended March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, respectively.

~~(2)~~

In October 2017, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, Evercore is able to repurchase an aggregate of the lesser of $750.0 million worth of Class A Shares and/or LP Units and 8.5 million Class A Shares and/or LP Units. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately-negotiated transactions or otherwise. The timing and the actual amount of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. This program may be suspended or discontinued at any time and does not have a specified expiration date.

(2)On October 23, 2017, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, Evercore is able to repurchase an aggregate of the lesser of $750.0 million worth of Class A Shares and/or LP Units and 8.5 million Class A Shares and/or LP Units. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately-negotiated transactions or otherwise. The timing and the actual amount of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. This program may be suspended or discontinued at any time and does not have a specified expiration date.

Information relating to compensation plans under which the Company's equity securities are authorized for issuance is set forth in Part III, Item 12 of this report.

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Item 6.			Selected Financial Data

The following table sets forth the historical selected financial data for the Company for all periods presented. For more information on our historical financial information, see Item 77. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 88. "Financial Statements and Supplementary Data." During 2018, certain balances for prior periods were reclassified to conform to their current presentation. We disaggregated "Investment Banking Revenue" into "Advisory Fees," "Underwriting Fees" and "Commissions and Related Fees" and renamed "Investment Management Revenue" to "Asset Management and Administration Fees," which includes management fees from our wealth management and institutional asset management businesses. On July 2, 2020, we sold the trust business of ECB (the "ECB Trust business") and on December 16, 2020, we sold the remaining ECB business. See Note 5 to ~~the Company's~~our consolidated financial statements for further information on business changes and developments.


	2020		2019		2018		2017		2016

	(dollars in thousands, except per share data)
STATEMENT OF OPERATIONS DATA
Revenues
Investment Banking:(1)
Advisory Fees	$	1,755,273	$	1,653,585	$	1,743,473	$	1,324,412	$	1,096,829
Underwriting Fees	276,191		89,681		71,691		45,827		36,264
Commissions and Related Fees	205,767		189,506		200,015		205,630		230,913
Asset Management and Administration Fees(1)	54,397		50,611		48,246		59,648		63,404
Other Revenue, Including Interest and Investments(1)	(6,309)		45,454		19,051		88,828		29,380
Total Revenues	2,285,319		2,028,837		2,082,476		1,724,345		1,456,790
Interest Expense	21,414		20,139		17,771		19,996		16,738
Net Revenues	2,263,905		2,008,698		2,064,705		1,704,349		1,440,052
Expenses
Operating Expenses	1,688,015		1,534,122		1,492,241		1,227,573		1,077,706
Other Expenses	49,457		36,865		30,387		47,965		101,172
Total Expenses	1,737,472		1,570,987		1,522,628		1,275,538		1,178,878
Income before Income from Equity Method Investments and Income Taxes	526,433		437,711		542,077		428,811		261,174
Income from Equity Method Investments	14,398		10,996		9,294		8,838		6,641
Income before Income Taxes	540,831		448,707		551,371		437,649		267,815
Provision for Income Taxes	128,151		95,046		108,520		258,442		119,303


Net Income	412,680		353,661		442,851		179,207		148,512
Net Income Attributable to Noncontrolling Interest	62,106		56,225		65,611		53,753		40,984
Net Income Attributable to Evercore Inc.	$	350,574	$	297,436	$	377,240	$	125,454	$	107,528
Dividends Declared per Share	$	2.35	$	2.24	$	1.90	$	1.42	$	1.27



Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders	$	8.22	$	6.89	$	8.33	$	2.80	$	2.43
STATEMENT OF FINANCIAL CONDITION DATA
Total Assets	$	3,370,888	$	2,598,613	$	2,125,667	$	1,584,886	$	1,662,346
Long-term Liabilities	$	817,581	$	803,710	$	368,037	$	324,466	$	415,594
Total Long-term Debt	$	338,518	$	375,062	$	168,612	$	175,146	$	184,647
Total Liabilities	$	1,881,514	$	1,472,363	$	1,117,728	$	788,518	$	879,015
Noncontrolling Interest	$	258,428	$	256,534	$	249,819	$	252,404	$	256,033
Total Equity	$	1,489,374	$	1,126,250	$	1,007,939	$	796,368	$	783,331

(1)Certain balances in prior periods were reclassified to conform to their current presentation. See Note 2 to our consolidated financial statements for further information.

2018 2017 2016 2015 2014
(dollars in thousands, except per share data)
STATEMENT OF OPERATIONS DATA
Revenues
Investment Banking:⁽¹⁾

Advisory Fees $ 1,743,473
$ 1,324,412
$ 1,096,829
$ 865,494
$ 727,678
Underwriting Fees 71,691
45,827
36,264
40,137
28,101
Commissions and Related Fees 200,015
205,630
230,913
228,834
65,632
Asset Management and Administration Fees⁽¹⁾
48,246
59,648
63,404
85,121
82,029
Other Revenue, Including Interest and Investments⁽¹⁾
19,051
88,828
29,380
20,662
27,962
Total Revenues 2,082,476
1,724,345
1,456,790
1,240,248
931,402
Interest Expense 17,771
19,996
16,738
16,975
15,544
Net Revenues 2,064,705
1,704,349
1,440,052
1,223,273
915,858
Expenses
Operating Expenses 1,492,241
1,227,573
1,077,706
946,532
719,474
Other Expenses 30,387
47,965
101,172
148,071
25,437
Total Expenses 1,522,628
1,275,538
1,178,878
1,094,603
744,911
Income before Income from Equity Method Investments and Income Taxes 542,077
428,811
261,174
128,670
170,947
Income from Equity Method Investments 9,294
8,838
6,641
6,050
5,180
Income before Income Taxes 551,371
437,649
267,815
134,720
176,127
Provision for Income Taxes 108,520
258,442
119,303
77,030
68,756
Net Income 442,851
179,207
148,512
57,690
107,371
Net Income Attributable to Noncontrolling Interest 65,611
53,753
40,984
14,827
20,497
Net Income Attributable to Evercore Inc. $ 377,240
$ 125,454
$ 107,528
$ 42,863
$ 86,874
Dividends Declared per Share $ 1.90
$ 1.42
$ 1.27
$ 1.15
$ 1.03
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders $ 8.33
$ 2.80
$ 2.43
$ 0.98
$ 2.08
STATEMENT OF FINANCIAL CONDITION DATA
Total Assets $ 2,125,667
$ 1,584,886
$ 1,662,346
$ 1,479,171
$ 1,446,556
Long-term Liabilities $ 368,037
$ 324,466
$ 415,594
$ 363,906
$ 345,229
Total Long-term Debt $ 168,612
$ 175,146
$ 184,647
$ 141,800
$ 127,776
Total Liabilities $ 1,117,728
$ 788,518
$ 879,015
$ 771,955
$ 730,309
Noncontrolling Interest $ 249,819
$ 252,404
$ 256,033
$ 202,664
$ 164,966
Total Equity $ 1,007,939
$ 796,368
$ 783,331
$ 707,216
$ 712,233


~~(1)~~	~~Certain balances in prior periods were reclassified to conform to their current presentation. See Note 2 for further information.~~

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Item 7.			Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Evercore Inc.'s consolidated financial statements and the related notes included elsewhere in this Form 10-K.

Key Financial Measures

Revenue

Total revenues reflect revenues from our Investment Banking and Investment Management business segments that include fees for services, transaction-related client reimbursements ~~plus~~and other revenue. Net revenues reflect total revenues less interest expense.

Investment Banking. Our Investment Banking business earns fees from our clients for providing advice on mergers, acquisitions, divestitures, leveraged buyouts, restructurings, activism and defense and similar corporate finance matters, and from underwriting and private placement activities, as well as commissions and fees from research and our sales and trading activities. The amount and timing of the fees paid vary by the type of engagement or services provided. In general, advisory fees are paid at the time we sign an engagement letter, during the course of the engagement or when an engagement is completed. The majority of our investment banking revenue consists of advisory fees for which realizations are dependent on the successful completion of transactions. A transaction can fail to be completed for many reasons which are outside of our control, including failure of parties to agree upon final terms with the counterparty, to secure necessary board or shareholder approvals, to secure necessary financing or to achieve necessary regulatory approvals, or due to adverse market conditions. In the case of bankruptcy engagements, fees are subject to approval of the court. Underwriting fees are recognized when the offering has been deemed to be completed and placement fees are generally recognized at the time of the client's acceptance of capital or capital commitments. Commissions and Related Fees includes commissions, which are recorded on a trade-date basis or, in the case of payments under commission sharing arrangements, on the date earned. Commissions and Related Fees also include subscription fees for the sales of research. Cash received before the subscription period ends is initially recorded as deferred revenue (a contract liability) and recognized as revenue over the remaining subscription period.

Revenue trends in our advisory business generally are correlated to the volume of M&A activity, ~~and/or~~ restructuring activity, which tends to be counter-cyclical to M~~&A. However, deviations from this trend~~&A, and capital advisory activity. Demand for these capabilities can ~~occur~~vary in any given year or quarter for a number of reasons. For example, changes in our market share or the ability of our clients to close certain large transactions can cause our revenue results to diverge from the level of overall M&A, restructuring or ~~restructuring~~capital advisory activity. Revenue trends in our equities business are correlated to market volumes, which generally decrease in periods of low market volatility or unfavorable market or economic conditions. ~~Revenue trends~~For further information, see COVID-19 in our equities business may also be impacted by new regulation, such as MiFID II, which could impact the demand for our research and trading services from EU investors, as well as the manner in which institutional clients pay for research, including paying for research in cash rather than through trading commissions."Results of Operations."

Investment Management. Our Investment Management business includes operations related to ~~the management of~~ the Wealth Management and Institutional Asset Management businesses and interests in private equity funds which we do not manage. Revenue sources primarily include management fees, ~~which include fees earned from portfolio companies,~~ fiduciary ~~and consulting~~ fees, performance fees ~~(including carried interest)~~ and gains (or losses) on our investments. We completed the sale of the ECB Trust business on July 2, 2020 and the remaining ECB business on December 16, 2020. Following these transactions, there are no remaining consolidated businesses in the Institutional Asset Management business. See Note 5 to our consolidated financial statements for further information.

Management fees for third party clients generally represent a percentage of AUM. Fiduciary ~~and consulting~~ fees, which are generally a function of the size and complexity of each engagement, are individually negotiated. ~~In 2017, we completed the sale of the Institutional Trust and Independent Fiduciary business of ETC.~~ We record performance fees upon the earlier of the termination of the investment fund or when the likelihood of clawback is mathematically improbable. ~~Portfolio company fees include monitoring, director and transaction fees associated with services provided to the portfolio companies of the private equity funds we hold interests in.~~ Gains and losses include both realized and unrealized gains and losses on principal investments, including those arising from our equity interest in investment partnerships. In 2016, we sold our Mexican Private Equity business. As a result, from the fourth quarter of 2016 forward, we are not managing any private equity funds and receive our share of such fees through the managers in which we hold interests.

Transaction-Related Client Reimbursements. In both our Investment Banking and Investment Management segments, we incur various transaction-related expenditures, such as travel and professional fees, in the course of performing our services. Pursuant to the engagement letters with our advisory clients, these expenditures may be reimbursable. We define these expenses, which are associated with revenue activities earned over time, as transaction-related expenses and record such expenditures as incurred and record revenue when it is determined that clients have an obligation to reimburse us for such transaction-related

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expenses. Client expense reimbursements are recorded as revenue on the Consolidated Statements of Operations on the later of the date an engagement letter is executed or the date we pay or accrue the expense.

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Other Revenue and Interest Expense. Other Revenue and Interest Expense is derived from investing customer funds in financing transactions. These transactions are principally repurchases and resales of Mexican government and government agency securities. Revenue and expenses associated with these transactions are recognized over the term of the repurchase or resale transaction. These transactions were part of our ECB business in Mexico, which was sold on December 16, 2020. See Note 5 to our consolidated financial statements for further information.

Other Revenue also includes the following:

•Interest income and income (losses) earned on ~~marketable~~investment securities, including our investment funds and futures contracts which are used as an economic hedge against our deferred cash compensation program, certificates of deposit, cash and cash equivalents and on our debt security investment in G5 Holdings S.A. ("G5")~~, as well as adjustments~~

•Adjustments to amounts due pursuant to our tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates ~~and gains~~

•Gains (losses) resulting from foreign currency fluctuations ~~principal~~

•Principal trading and realized and unrealized gains and losses on interests in private equity funds which we do not ~~manage.~~manage

~~In 2017, Other Revenue also includes a gain~~•A net loss on the ~~sale~~sales of ~~the Institutional Trust and Independent Fiduciary business of ETC and~~our businesses at ECB, as well as a loss related to the release of cumulative foreign exchange losses ~~related to~~resulting from the ~~restructuring~~sale and wind-down of our ~~former equity method investment~~businesses in ~~G5.~~Mexico in 2020

Interest Expense also includes interest expense associated with our Notes Payable, subordinated borrowings and lines of credit.

Operating Expenses

Employee Compensation and Benefits Expense. We include all payments for services rendered by our employees, as well as profits interests in our businesses that have been accounted for as compensation, in employee compensation and benefits expense.

We maintain compensation programs, including base salary, cash, deferred cash and equity bonus awards and benefits programs and manage compensation to estimates of competitive levels based on market conditions and performance. Our level of compensation, including deferred compensation, reflects our plan to maintain competitive compensation levels to retain key personnel, and it reflects the impact of newly-hired senior professionals, including related grants of equity awards which are generally valued at their grant date.

Increasing the number of high-caliber, experienced senior level employees is critical to our growth efforts. See Item 1. "Business" for further information. In our advisory businesses, these hires generally do not begin to generate significant revenue in the year they are hired.

Our annual compensation program includes share-based compensation awards and deferred cash awards as a component of the annual bonus awards for certain employees. These awards are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which occurs in the first quarter of each year; accordingly, the expense is generally amortized over the stated vesting period, subject to retirement eligibility. With respect to annual awards, our retirement eligibility criteria generally stipulates that if an employee has at least five years of continuous service, is at least 55 years of age and has a combined age and years of service of at least 65 years, the employee is eligible for retirement. Beginning in 2019, we implemented additional retirement eligibility qualifying criteria, for awards issued in 2019 and after, that stipulates if an employee has at least 10 years of continuous service and is at least 60 years of age, the employee is also eligible for retirement. Retirement eligibility allows for continued vesting of awards after employees depart from the Company, provided they give the minimum advance notice, which is generally six months to one year.

We estimate forfeitures in the aggregate compensation cost to be amortized over the requisite service period of ~~its~~the awards. We periodically monitor our estimated forfeiture rate and adjust our assumptions to the actual occurrence of forfeited awards. A change in estimated forfeitures is recognized through a cumulative adjustment in the period of the change.

Our Long-term Incentive Plan provides for incentive compensation awards to Advisory Senior Managing Directors, excluding executive officers, who exceed defined benchmark results over four-year performance periods beginning January 1,

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2013 (the "2013 Long-term Incentive Plan") and January 1, ~~2017. These awards are~~2017 (the "2017 Long-term Incentive Plan"). The 2013 Long-term Incentive Plan was paid in cash in installments in 2017, 2018 and 2019 (for the performance period beginning on January 1, 2013). The 2017 Long-term Incentive Plan is due to be paid, in cash or Class A Shares, at our discretion, in three equal installments ~~in the first quarter of 2017, 2018 and 2019 (for the performance period beginning on January 1, 2013) and~~ in the first quarter of 2021, 2022 and 2023 (for the performance period beginning on January 1, 2017), subject to employment at the time of payment. These awards are subject to retirement eligibility ~~requirements.~~requirements after the performance criteria has been achieved. We periodically assess the probability of the benchmarks being achieved and expense the probable payout over the requisite service period of the award. The performance period for the 2017 Long-term Incentive Plan ended on December 31, 2020.

From time to time, we also grant performance awards to certain individuals which include both performance and service based vesting requirements. See Note 19 to our consolidated financial statements for further information.

We believe that the ratio of Employee Compensation and Benefits Expense to Net Revenues is an important measure to assess the annual cost of compensation and provides a meaningful basis for comparison of compensation and benefits expense between present, historical and future years.

Non-Compensation Expenses. ~~The balance of our~~ Our other operating expenses ~~includes~~include costs for occupancy and equipment rental, professional fees, travel and related expenses, communications and information technology services, depreciation and amortization,

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execution, clearing and custody fees, acquisition and transition costs and other operating expenses. We refer to all of these expenses as non-compensation expenses.

Other Expenses

Other Expenses include the following:

•Amortization of LP ~~Units/Interests~~Units and Certain Other Awards - – Includes amortization costs ~~or the reversal of expenses~~ associated with the vesting of Class ~~E LP Units, Class G and H~~J limited partnership ~~interests~~units of Evercore LP ("Class ~~G and H LP Interests") and Class~~ J LP ~~Units~~Units") issued in conjunction with the acquisition of ISI and certain other related awards.

•Special Charges, -Including Business Realignment Costs – Includes the following expenses for the years ended December 31, 2020, 2019 and 2018:

◦2020 – Includes expenses related to separation and transition benefits and related costs as a result of our review of operations and the acceleration of depreciation expense for leasehold improvements and certain other fixed assets in conjunction with the expansion of our headquarters in New York and our business realignment initiatives, as well as charges related to the impairment of assets resulting from the wind-down of our businesses in Mexico

◦2019 –Includes expenses related to the acceleration of depreciation expense for leasehold improvements in conjunction with the expansion of our headquarters in New York, the impairment of goodwill in our Institutional Asset Management reporting unit and separation and transition benefits and related costs as a result of the review of our operations

◦2018–Includes expenses related to separation benefits and costs for the termination of certain contracts associated with closing our agency trading platform in the U.K. and separation benefits and related charges associated with our businesses in Mexico, as well as the acceleration of depreciation expense for leasehold improvements in conjunction with the expansion of our headquarters in New York. Expenses in 2017 related to the impairment of goodwill in our Institutional Asset Management reporting unit, the impairment of our former equity method investment in G5 and the transition of certain employees in conjunction with the sale of the Institutional Trust and Independent Fiduciary business of ETC. Expenses in 2016 related to an impairment charge associated with our investment in Atalanta Sosnoff.

York

•Acquisition and Transition Costs -– Includes costs incurred in connection with acquisitions, divestitures and other ongoing business development initiatives, primarily comprised of professional fees for legal and other services, ~~as well as~~including costs in 2020 associated with the ~~reversal~~sale of ~~a provision for certain settlements in 2016 which was previously established in the fourth quarter of 2015.~~

our ECB businesses.

•Fair Value of Contingent Consideration - – Includes expense, or the reversal of expense, associated with changes in the fair value of contingent consideration issued to the sellers of certain of our acquisitions.

•Intangible Asset and Other Amortization - – Includes amortization of intangible assets and other purchase accounting-related amortization associated with certain acquisitions.

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Income from Equity Method Investments

Our share of the income (loss) from our equity interests in ABS, Atalanta Sosnoff ~~Luminis~~ and ~~G5 (through December 31, 2017, the date we exchanged all of our outstanding equity interests for debentures of G5)~~Luminis are included within Income from Equity Method Investments, as a component of Income Before Income Taxes, on the Consolidated Statements of Operations.

Provision for Income Taxes

We account for income taxes in accordance with ASC 740, "Income Taxes" ("ASC 740"), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax basis of our assets and liabilities. ~~We adopted Accounting Standards Update ("ASU") No. 2016-09,~~ ~~"Improvements to Employee Share-Based Payment Accounting"~~ ~~("ASU 2016-09") on January 1, 2017, which resulted in excess~~Excess tax benefits and deficiencies ~~from~~associated with the ~~delivery~~appreciation or depreciation in our share price upon vesting of ~~Class A Shares under~~employee share-based ~~payment arrangements being~~awards above or below the original grant price are recognized in our Provision for Income ~~Taxes, rather than in Additional Paid-In-Capital under legacy U.S. GAAP.~~Taxes. In addition, net deferred tax assets are impacted by changes to statutory tax rates in the period of ~~enactment, such as the enactment of the Tax Cuts and Jobs Act on December 22, 2017. See Note 21 to our consolidated financial statements for further information.~~enactment.

Noncontrolling Interest

We record noncontrolling interest relating to the ownership interests of certain of our current and former Senior Managing Directors and other officers and their estate planning vehicles in Evercore LP, as well as the portions of our operating subsidiaries not owned by Evercore. ~~As described in Note 16 to our consolidated financial statements herein,~~ Evercore Inc. is the sole general partner of Evercore LP and has a majority economic interest in Evercore LP. As a result, Evercore Inc. consolidates Evercore LP and records a noncontrolling interest for the economic interest in Evercore LP held by the limited partners.

We generally allocate net income or loss to participating noncontrolling interests held at Evercore LP and at the operating entity level, where required, by multiplying the relative ownership interest of the noncontrolling interest holders for the period by the net income or loss of the entity to which the noncontrolling interest relates. In circumstances where the governing documents of the entity to which the noncontrolling interest relates require special allocations of profits or losses to the controlling and noncontrolling interest holders, ~~then~~ the net income or loss of these entities is allocated based on these special allocations.

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Results of Operations

The following is a discussion of our results of operations for the years ended December 31, ~~2018, 2017~~2020 and ~~2016.~~2019. For a more detailed discussion of the factors that affected the revenue and operating expenses of our Investment Banking and Investment Management business segments in these periods, as well as the impact of the ~~application of ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), on the year ended December 31, 2018,~~COVID-19 pandemic, see the discussion in "Business Segments" and COVID-19below.

~~During 2018, certain balances for prior periods were reclassified~~


	For the Years Ended December 31,					Change
		2020		2019		2018		2020 v. 2019		2019 v. 2018

		(dollars in thousands, except per share data)
Revenues
Investment Banking:
Advisory Fees		$	1,755,273	$	1,653,585	$	1,743,473	6	%	(5	%)
Underwriting Fees		276,191		89,681		71,691		208	%	25	%
Commissions and Related Fees		205,767		189,506		200,015		9	%	(5	%)
Asset Management and Administration Fees		54,397		50,611		48,246		7	%	5	%
Other Revenue, Including Interest and Investments		(6,309)		45,454		19,051		NM		139	%
Total Revenues		2,285,319		2,028,837		2,082,476		13	%	(3	%)
Interest Expense		21,414		20,139		17,771		6	%	13	%
Net Revenues		2,263,905		2,008,698		2,064,705		13	%	(3	%)
Expenses
Operating Expenses		1,688,015		1,534,122		1,492,241		10	%	3	%
Other Expenses		49,457		36,865		30,387		34	%	21	%
Total Expenses		1,737,472		1,570,987		1,522,628		11	%	3	%
Income Before Income from Equity Method Investments and Income Taxes		526,433		437,711		542,077		20	%	(19	%)
Income from Equity Method Investments		14,398		10,996		9,294		31	%	18	%
Income Before Income Taxes		540,831		448,707		551,371		21	%	(19	%)
Provision for Income Taxes		128,151		95,046		108,520		35	%	(12	%)





Net Income		412,680		353,661		442,851		17	%	(20	%)
Net Income Attributable to Noncontrolling Interest		62,106		56,225		65,611		10	%	(14	%)
Net Income Attributable to Evercore Inc.		$	350,574	$	297,436	$	377,240	18	%	(21	%)



Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders		$	8.22	$	6.89	$	8.33	19	%	(17	%)

2020 versus 2019

Net Income Attributable to ~~conform~~Evercore Inc. was $350.6 million in 2020, an increase of $53.1 million, or 18%, compared to their current presentation. We disaggregated "Investment Banking Revenue" into "Advisory Fees," "Underwriting Fees" and "Commissions and Related Fees" and renamed "Investment Management Revenue" to "Asset Management and Administration Fees," which includes management fees from$297.4 million in 2019. The changes in our ~~wealth management and institutional asset management businesses.~~operating results during these years are described below.

For the Years Ended December 31, Change
2018 2017 2016 2018 v. 2017 2017 v. 2016
(dollars in thousands, except per share data)
Revenues
Investment Banking:

Advisory Fees⁽¹⁾
$ 1,743,473
$ 1,324,412
$ 1,096,829
32 % 21 %
Underwriting Fees⁽²⁾
71,691
45,827
36,264
56 % 26 %
Commissions and Related Fees 200,015
205,630
230,913
(3 %) (11 %)
Asset Management and Administration Fees 48,246
59,648
63,404
(19 %) (6 %)
Other Revenue, Including Interest and Investments⁽³⁾
19,051
88,828
29,380
(79 %) 202 %
Total Revenues 2,082,476
1,724,345
1,456,790
21 % 18 %
Interest Expense 17,771
19,996
16,738
(11 %) 19 %
Net Revenues 2,064,705
1,704,349
1,440,052
21 % 18 %
Expenses
Operating Expenses 1,492,241
1,227,573
1,077,706
22 % 14 %
Other Expenses 30,387
47,965
101,172
(37 %) (53 %)
Total Expenses 1,522,628
1,275,538
1,178,878
19 % 8 %
Income Before Income from Equity Method Investments and Income Taxes 542,077
428,811
261,174
26 % 64 %
Income from Equity Method Investments 9,294
8,838
6,641
5 % 33 %
Income Before Income Taxes 551,371
437,649
267,815
26 % 63 %
Provision for Income Taxes 108,520
258,442
119,303
(58 %) 117 %
Net Income 442,851
179,207
148,512
147 % 21 %
Net Income Attributable to Noncontrolling Interest 65,611
53,753
40,984
22 % 31 %
Net Income Attributable to Evercore Inc. $ 377,240
$ 125,454
$ 107,528
201 % 17 %
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders $ 8.33
$ 2.80
$ 2.43
198 % 15 %


~~(1)~~	The application of ASC 606 resulted in advisory revenue of $3.4 million being recognized in 2018, representing variable consideration under the standard for which it is probable that a significant reversal of revenue will not occur, substantially all of which would have been recognized in the first quarter of 2019 under the legacy accounting standard.


~~(2)~~	The application of ASC 606 resulted in client related expenses for underwriting transactions being presented gross (previously presented net) in related revenues and expenses for the year ended December 31, 2018. Underwriting Fees reflect revenues for client related expenses of $4.7 million for the year ended December 31, 2018.


~~(3)~~	Includes ($0.7) million and $0.1 million of principal trading gains (losses) for the years ended December 31, 2017 and 2016, respectively, and $2.0 million and $12.4 million of net realized and unrealized gains on private equity investments for the years ended December 31, 2017 and 2016, respectively, in order to conform to the current period's presentation.

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~~2018 versus 2017~~

Net Revenues were ~~$2.065~~$2.26 billion in ~~2018,~~2020, an increase of ~~$360.4~~$255.2 million, or ~~21%~~13%, versus Net Revenues of ~~$1.704~~$2.01 billion in 2017. The application of ASC 606 resulted in advisory revenue of $3.4 million being recognized in 2018, representing variable consideration under the standard for which it is probable that a significant reversal of revenue will not occur, substantially all of which would have been recognized in the first quarter of 2019 under the legacy accounting standard.2019. Advisory Fees increased ~~32%~~$101.7 million, or 6%, Underwriting Fees increased ~~56%~~$186.5 million, or 208%, and Commissions and Related Fees ~~decreased 3%~~increased $16.3 million, or 9%, compared to ~~2017.~~2019. Asset Management and Administration Fees ~~decreased 19%~~increased $3.8 million, or 7%, compared to ~~2017. For 2017, the results of the ETC business, which were consolidated until October 18, 2017, included Net Revenues of $15.9 million and Total Expenses of $18.2 million.~~ 2019. Other Revenue, Including Interest and Investments, ~~in 2018 was 79% lower than in 2017, which was~~decreased compared to 2019, primarily ~~attributable to an estimated gain in 2017 of $77.5 million related~~due to a reduction in the liability for amounts due pursuant to our tax receivable agreement, which was re-measured following the decrease in income tax rates in the U.S. in 2018 and future years upon the enactmentloss of ~~the Tax Cuts and Jobs Act on December 22, 2017. Other Revenue, Including Interest and Investments, in 2017 also included a gain of $7.8~~$30.8 million resulting from the sale and wind-down of our businesses in Mexico, including $3.4 million related to the sale of the ~~Institutional Trust and Independent Fiduciary business of ETC. These gains were partially offset by a loss of $16.3~~ECB businesses, as well as $27.4 million related to the release of cumulative foreign exchange ~~losses resulting from the restructuring of our former equity method investment in G5 in 2017.~~losses. See Note 5 to our consolidated financial statements for further information. ~~Other~~Other Revenue, Including Interest and Investments, ~~in 2018 was~~ also decreased due to lower ~~than 2017 as a result of~~interest income and losses ~~from our marketable securities, including net realized and unrealized losses of $5.1 million~~ on our ~~investment funds~~legacy private equity investments during 2020. Interest Expense increased 6% compared to 2019, which ~~are used as an economic hedge against our deferred cash compensation program.~~was primarily attributable to interest expense on the 2019 Private

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Placement Notes which were issued in August 2019. See Note 814 to our consolidated financial statements for further information.

Total Operating Expenses were ~~$1.492~~$1.69 billion in ~~2018, as~~2020, compared to ~~$1.228~~$1.53 billion in ~~2017,~~2019, an increase of ~~$264.7~~$153.9 million, or ~~22%~~10%. Employee Compensation and Benefits Expense, as a component of Operating Expenses, was ~~$1.182~~$1.37 billion in ~~2018,~~2020, an increase of ~~$230.9~~$188.5 million, or ~~24%~~16%, versus expense of ~~$951.1 million~~$1.18 billion in ~~2017.~~2019. The increase ~~was primarily due~~in the amount of compensation recognized in 2020 principally reflects higher levels of compensation expense in 2020 related to ~~increased~~higher revenues and higher amortization of prior period deferred compensation ~~costs resulting from the expansion of our businesses, including costs associated with new~~awards, partially offset by lower compensation expense related to senior new ~~hires and increased compensation costs from share-based and other deferred compensation arrangements, as well as increased annual incentive compensation related~~hires. See Note 19 to ~~the 21% increase in Net Revenues. Headcount increased 6% from 2017 to 2018. Non-compensation~~our consolidated financial statements for further information. Non-Compensation expenses, as a component of Operating Expenses, were ~~$310.2~~$316.7 million in ~~2018, an increase~~2020, a decrease of ~~$33.7~~$34.6 million, or ~~12%~~10%, versus ~~$276.5~~$351.3 million in ~~2017. Non-compensation~~2019. Non-Compensation operating expenses ~~increased~~decreased compared to ~~2017~~2019, primarily driven by ~~increased headcount, increased occupancy~~decreased travel and related expenses, related to prolonged travel restrictions resulting from the COVID-19 pandemic. See COVID-19 below for further information. Non-Compensation expenses per employee were approximately $171.7 thousand in 2020, versus $193.8 thousand for 2019.

Total Other Expenses of $49.5 million in 2020 included (a) Special Charges, Including Business Realignment Costs, of $46.6 million related to separation and transition benefits and related costs ~~including higher expenses associated~~(see below for further information) and the acceleration of depreciation expense for leasehold improvements and certain other fixed assets in conjunction with the expansion of our headquarters in New York ~~during 2018,~~ and ~~higher professional fees.~~

~~Total Other Expenses~~our business realignment initiatives, as well as charges related to the impairment of ~~$30.4~~assets resulting from the wind-down of our businesses in Mexico, (b) intangible asset and other amortization of $1.2 million, ~~in 2018 included~~(c) compensation costs of ~~$15.2~~$1.1 million associated with the vesting of Class J LP Units and certain other awards granted in conjunction with the acquisition of ISI and (d) Acquisition and Transition Costs of $0.6 million. Total Other Expenses of $36.9 million in 2019 included (a) compensation costs of $18.2 million associated with the vesting of Class J LP Units and certain other awards granted in conjunction with the acquisition of ISI, (b) Special Charges, Including Business Realignment Costs, of ~~$5.0~~$10.1 million ~~primarily~~ related to separation benefits and costs of terminating certain contracts associated with closing the agency trading platform in the U.K. and separation benefits and related charges associated with our businesses in Mexico, as well as the acceleration of depreciation expense for leasehold improvements in conjunction with the expansion of our headquarters in New York, ~~intangible asset and other amortization~~the impairment of $8.6 million, Acquisition and Transition Costs of $0.02 million and changes to the fair value of contingent consideration of $1.5 million. Total Other Expenses of $48.0 million in 2017 included Special Charges of $25.4 million (related to an impairment charge of $14.4 million associated with our former equity method investment in G5, an impairment charge of $7.1 million related to the goodwill in the Institutional Asset Management reporting unit and ~~the~~separation and transition ofbenefits for certain employees ~~in conjunction with the sale~~terminated as a result of the ~~Institutional Trust and Independent Fiduciary business~~review of ~~ETC of $3.9 million)~~our operations (see below for further information), ~~Acquisition and Transition Costs of $1.7 million,~~(c) intangible asset and other amortization of ~~$9.4~~$7.5 million and ~~compensation costs~~(d) Acquisition and Transition Costs of ~~$11.4 million associated with~~$1.0 million.

In 2020, we completed a review of operations focused on markets, sectors and people which delivered lower levels of productivity in an effort to attain greater flexibility of operations and better position ourself for future growth. This review, which began in the ~~vesting~~fourth quarter of ~~LP Units and Interests and certain other awards granted in~~2019, generated reductions of approximately 8% of our headcount. In conjunction with the ~~acquisition~~employment reductions, we incurred aggregate separation and transition benefits (including costs related to the acceleration of ~~ISI. We incurred an expense reversal~~deferred compensation) and related costs of $41.7 million in ~~the first quarter of 2017 associated with Evercore LP Interests granted~~2020 and $2.9 million in conjunction with the acquisition of ISI, as the achievement of certain of the remaining performance thresholds for the remaining Class G and H LP Interests was no longer probable at March 31, 2017. This assessment was based on Management's revised outlook for the Evercore ISI business, including strategic decisions to increase the compensation ratio for this business. See Note 18 to our consolidated financial statements for further information.2019, which has been recorded in Special Charges, Including Business Realignment Costs

As a result of the factors noted above, Employee Compensation and Benefits Expense as a percentage of Net Revenues was ~~58% for the year ended December 31, 2018,~~60.6% in 2020, compared to ~~56%~~59.8% in 2019. The compensation ratio for 2020 and 2019 is 62.4% and 59.9%, respectively, when the ~~year ended December 31, 2017.~~$41.3 million and $2.9 million, respectively, of separation and transition benefits expense, which is presented within Special Charges, Including Business Realignment Costs, is also included. The increase in the compensation ratio principally reflects higher levels of compensation expense in 2020 related to higher revenues and higher amortization of prior period deferred compensation awards, partially offset by lower compensation expense related to senior new hires. See Note 19 to our consolidated financial statements for further information. The compensation ratio in any given period is subject to fluctuation based, in part, on the amount of revenue earned in that period.

Income from Equity Method Investments was ~~$9.3~~$14.4 million in ~~2018, as~~2020, compared to ~~$8.8~~$11.0 million in ~~2017.~~2019. The increase was ~~primarily~~ a result of an increase in earnings from ABS, Atalanta ~~Sosnoff.~~Sosnoff and Luminis in 2020.

The provision for income taxes in ~~2018~~2020 was ~~$108.5~~$128.2 million, which reflected an effective tax rate of ~~20%~~23.7%. The provision for income taxes in ~~2017~~2019 was ~~$258.4~~$95.0 million, which reflected an effective tax rate of ~~59%~~21.2%. ~~The decrease in the tax provision from 2017 primarily reflects the impact of the Tax Cuts and Jobs Act, as noted below, which resulted in an increase in the effective tax~~

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~~rate for 2017 related to the re-measurement of net deferred tax assets, as well as the reduction in the effective tax rate in 2018.~~ The provision for income taxes for ~~2018~~2020 reflects an additional tax expense of $0.02 million and ~~2017 also reflects the effect~~for 2019 an additional tax benefit of certain nondeductible expenses, including expenses related to Class E and J LP Units, Class I-P and K-P Units and Class G and H LP Interests, as well as the noncontrolling interest associated with LP Units and other adjustments.

In conjunction with the enactment of the Tax Cuts and Jobs Act on December 22, 2017, which reduced income tax rates in the U.S. in 2018 and future years, our effective tax rate for 2018 was reduced by 12 percentage points, before the impact of ASU 2016-09, described below. Further, the tax provision for 2017 includes a charge of $143.3$12.2 million primarily resulting from the estimated re-measurement of net deferred tax assets as a result of the enactment of the Tax Cuts and Jobs Act. These deferred tax assets relate principally to temporary differences between book and tax, primarily relateddue to the step-up in basis associated with the exchange of partnership units, deferred compensation, amortization of goodwill and intangible assets and depreciation of fixed assets and leasehold improvements, as well as the write-down of foreign currency related deferred tax assets. This charge, as well as the reduction in the liability for amounts due pursuant to our tax receivable agreement described above, resulted in an increase in the effective tax rate of 27.1 percentage points for 2017.

~~The effective tax rate for 2018 and 2017 also reflects the application of ASU 2016-09, which was adopted effective January 1, 2017. ASU 2016-09 requires that the tax deduction~~net impact associated with the appreciation or depreciation in our share price upon vesting of employee share-based awards above or below the original grant price, be reflected in income tax expense. The application of ASU 2016-09 resulted in excess tax benefits from the delivery of Class A Shares under share-based payment arrangements of $23.4 million and $24.0 million being recognized in our Provision for Income Taxes in 2018 and 2017, respectively, and resulted in a reduction in the effective tax rate of 4.2 and 5.5 percentage points in 2018 and 2017, respectively.

Net Income Attributable to Noncontrolling Interest was $65.6 million in 2018 compared to $53.8 million in 2017. The increase in Net Income Attributable to Noncontrolling Interest reflects higher income allocated to Evercore LP during the year ended December 31, 2018.

~~2017 versus 2016~~

Net Revenues were $1.704 billion in 2017, an increase of $264.3 million, or 18%, versus Net Revenues of $1.440 billion in 2016. Advisory Fees increased 21%, Underwriting Fees increased 26% and Commissions and Related Fees decreased 11% compared to 2016. Asset Management and Administration Fees decreased 6% compared to 2016. On October 18, 2017, we completed the sale of the Institutional Trust and Independent Fiduciary business of ETC. The results of this business were consolidated until October 18, 2017, which included Net Revenues of $15.9 million and Total Expenses of $18.2 million (Net Revenues of $20.2 million and Total Expenses of $18.3 million in 2016). On September 30, 2016, we transferred ownership of our Mexican Private Equity business and related entities to Glisco. The results of the Mexican Private Equity business were consolidated until September 30, 2016, which included Net Revenues of $10.4 million and Total Expenses of $2.5 million. Other Revenue, Including Interest and Investments, in 2017 was 202% higher than in 2016, which was primarily attributable to an estimated gain of $77.5 million related to a reduction in the liability for amounts due pursuant to our tax receivable agreement, which was re-measured following the decrease in future income tax rates in the U.S., upon the enactment of the Tax Cuts and Jobs Act on December 22, 2017. Other Revenue, Including Interest and Investments, in 2017 also included a gain of $7.8 million resulting from the sale of the Institutional Trust and Independent Fiduciary business of ETC. These gains were partially offset by a loss of $16.3 million related to the release of cumulative foreign exchange losses resulting from the restructuring of our former equity method investment in G5 in 2017. See Note 5 to our consolidated financial statements for further information.

Total Operating Expenses were $1.228 billion in 2017, as compared to $1.078 billion in 2016, an increase of $149.9 million, or 14%. Employee Compensation and Benefits Expense, as a component of Operating Expenses, was $951.1 million in 2017, an increase of $131.4 million, or 16%, versus expense of $819.7 million in 2016. The increase was primarily due to increased compensation costs resulting from the expansion of our businesses, including costs associated with new senior hires and increased compensation costs from share-based and other deferred and incentive compensation arrangements, as well as increased incentive compensation related to the 18% increase in Net Revenues. Headcount increased 8% from 2016 to 2017. The increase in Employee Compensation and Benefits Expense, as a component of Operating Expenses, was also due to increased costs related to awards issued in conjunction with the appointment of our Executive Chairman in November 2016. See Note 18 to our consolidated financial statements for further information. Non-compensation expenses as a component of Operating Expenses were $276.5 million in 2017, an increase of $18.5 million, or 7%, versus $258.0 million in 2016. Non-compensation operating expenses increased compared to 2016 primarily driven by increased headcount, increased new business costs associated with higher levels of global transaction activity and higher professional fees.

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Total Other Expenses of $48.0 million in 2017 included Special Charges of $25.4 million (related to an impairment charge of $14.4 million associated with our former equity method investment in G5, an impairment charge of $7.1 million related to the goodwill in the Institutional Asset Management reporting unit and the transition of certain employees in conjunction with the sale of the Institutional Trust and Independent Fiduciary business of ETC of $3.9 million), Acquisition and Transition Costs of $1.7 million, intangible asset and other amortization of $9.4 million and compensation costs of $11.4 million associated with the vesting of LP Units and Interests and certain other awards granted in conjunction with the acquisition of ISI. We incurred an expense reversal in the first quarter of 2017 associated with Evercore LP Interests granted in conjunction with the acquisition of ISI, as the achievement of certain of the remaining performance thresholds for the remaining Class G and H LP Interests was no longer probable at March 31, 2017. This assessment was based on Management's revised outlook for the Evercore ISI business, including strategic decisions to increase the compensation ratio for this business. See Note 18 to our consolidated financial statements for further information. Total Other Expenses of $101.2 million in 2016 included compensation costs of $80.8 million associated with the vesting of LP Units and Interests and certain other awards granted in conjunction with the acquisition of ISI, Special Charges of $8.1 million related to an impairment charge associated with our investment in Atalanta Sosnoff, Acquisition and Transition Costs of $0.1 million, changes to the fair value of contingent consideration of $1.1 million and intangible asset and other amortization of $11.0 million.

In July 2017, we exchanged all of the outstanding 4.1 million Class H LP Interests for 1.0 million vested and 0.9 million unvested Class J LP Units. These units convert into an equal number of Class E LP Units, and ultimately become exchangeable into Class A Shares, ratably on February 15, 2018, 2019 and 2020. These Class J LP Units have the same vesting and delivery schedule, acceleration and forfeiture triggers, and distribution rights as the Class H LP Interests. In connection with this exchange, one share of Class B common stock has been issued to each holder of Class J LP Units, which entitles each holder one vote on all matters submitted generally to holders of Class A and Class B common stock, for each Class E LP Unit and Class J LP Unit held. As the number of Class J LP Units exchanged was within the number of Class H LP Interests that we determined were probable of being exchanged on the date of modification, we will expense the previously unrecognized fair value of the Class H LP Interests ratably over the remaining vesting period.

As a result of the factors noted above, Employee Compensation and Benefits Expense as a percentage of Net Revenues was 56% for the year ended December 31, 2017, compared to 63% for the year ended December 31, 2016.

Income from Equity Method Investments was $8.8 million in 2017, as compared to $6.6 million in 2016. The increase was primarily a result of an increase in earnings from ABS in 2017, including an increase in performance fees.

The provision for income taxes in 2017 was $258.4 million, which reflected an effective tax rate of 59%. The provision for income taxes in 2016 was $119.3 million, which reflected an effective tax rate of 45%. In conjunction with the enactment of the Tax Cuts and Jobs Act on December 22, 2017, which reduced income tax rates in the U.S. in future years, our tax provision for 2017 includes a charge of $143.3 million resulting from the estimated re-measurement of net deferred tax assets, which relates principally to temporary differences between book and tax, primarily related to the step-up in basis associated with the exchange of partnership units, deferred compensation, amortization of goodwill and intangible assets and depreciation of fixed assets and leasehold improvements, as well as the write-down of foreign currency related deferred tax assets. This charge, as well as the reduction in the liability for amounts due pursuant to our tax receivable agreement described above, resulted in an increase in the effective tax rate of 27.1 percentage points for 2017. The effective tax rate for 2017 also reflects the application of ASU 2016-09, which was adopted effective January 1, 2017. ASU 2016-09 requires that the tax deduction associated with the appreciation or depreciation in our share price upon vesting of employee share-based awards above or below the original grant price be reflected in income tax expense. The application of ASU 2016-09 resulted in excess tax benefits from the delivery of Class A Shares under share based-payment arrangements of $24.0 million being recognized in our Provision for Income Taxes in 2017, and resulted in a reduction in the effective tax rate of 5.5 percentage points for 2017. The provision for income taxes for 2017 and 2016 also reflects the effect of certain nondeductible expenses, including expenses related to Class E, J ~~I-P and K-P~~ LP Units and Class GI-P and ~~H LP Interests,~~K-P Units, as well as the noncontrolling interest associated with LP Units and other adjustments. ~~See Note 21~~The increase in the tax rate also reflects the increase in compensation subject to ~~our consolidated financial statements for further information.~~the IRC section 162(m) disallowance.

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Net Income Attributable to Noncontrolling Interest was ~~$53.8~~$62.1 million in ~~2017~~2020 compared to ~~$41.0~~$56.2 million in ~~2016.~~2019. The increase in Net Income Attributable to Noncontrolling Interest primarily reflects higher income ~~allocated~~in 2020, partially offset by the full year impact of our purchases of the remaining 10% of the Private Capital Advisory L.P. business and the purchase of 17% of the EWM business in May 2019.

COVID-19

The COVID-19 pandemic continues to ~~Evercore LP~~disrupt our business operations, and the substantial majority of our teams continue to work remotely. The impact of the COVID-19 pandemic on our revenues and cash flows for 2020 was mitigated by our broad and diverse capabilities, including underwriting, restructuring, capital markets advisory and equities, together with strong M&A activity during the fourth quarter of 2020. However, there remains uncertainty as to how the course of the pandemic, including the timing and acceptance of vaccinations, and government response may impact the markets and our clients' needs in the future. For a further discussion of risks related to our business, refer to "Risk Factors" elsewhere in this Form 10-K.

For a discussion of 2019 versus 2018, refer to "Results of Operations" in our Form 10-K for the year ended December 31, 2017. Further, the effects of the Tax Cuts and Jobs Act described above are principally reflected on the Evercore Inc. (Parent Company Only) Financial Statements and therefore, were not allocated to Noncontrolling Interest. See Note 24 to our consolidated financial statements for further information.

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2019.

Impairment of Assets

~~Investments~~Goodwill

During the second quarter of 2017, following a sustained period of economic and political instability in Brazil and after concluding that the expected recovery in the M&A markets in Brazil would be delayed for the foreseeable future, G5 experienced a decline in previously forecasted advisory backlog and as such, management of G5 revised their revenue forecast. As a result, we performed an assessment of the carrying value of our equity interest in G5 for other-than-temporary impairment2020 – At November 30, 2020, in accordance with ASC ~~323-10,~~ 350, "~~Investments~~Intangibles - ~~Equity Method~~Goodwill and ~~Joint Ventures"~~ Other" ("ASC ~~323-10"~~350")., we performed our annual Goodwill impairment assessment and concluded that the fair value of our reporting units substantially exceeded their carrying values.

2019 – At November 30, 2019, we determined that the fair value of our reporting units substantially exceeded their carrying values, with the exception of our Institutional Asset Management reporting unit, which was less than its carrying value. In determining the fair value of ~~our investment,~~this reporting unit, we utilized ~~both a market multiple approach and~~ a discounted cash flow methodology based on the adjusted cash flows from operations.

As a result of ~~the above~~this analysis, we ~~determined that the fair value~~recorded a goodwill impairment charge of ~~our investment in G5 was less than its carrying value and concluded this loss in value was other-than-temporary. Accordingly, we recorded an impairment charge~~$0.8 million in the Investment ~~Banking~~Management segment, ~~of $14.4 million,~~ which is included inwithin Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, ~~2017, resulting~~2019. This charge resulted in a decrease ~~in our investment in G5~~of $0.5 million to ~~its fair value of $11.6 million as of May 31, 2017.~~

~~Goodwill~~

~~At November 30, 2018, in accordance with ASC 350,~~ ~~"Intangibles - Goodwill~~Net Income Attributable to Evercore Inc. (after adjustments for noncontrolling interest and ~~Other"~~ ~~("ASC 350"), we performed our annual Goodwill impairment assessment. We concluded that~~income taxes) for the fair value of our reporting units substantially exceeded their carrying values as of November 30, 2018, with the exception of our Institutional Asset Management reporting unit, which exceeded its carrying value by approximately 14% as of November 30, 2018. Our Institutional Asset Management reporting unit included $3.4 million of goodwill as ofyear ended December 31, ~~2018.~~2019.

~~During the second quarter of 2017,~~Additionally, in ~~accordance with ASC 350,~~December 2019, we performed an impairment assessment of the goodwill remaining in the Institutional Asset Management reporting unit following the classification of the ~~Institutional~~ECB Trust ~~and Independent Fiduciary~~ business ~~of ETC~~ as Held for ~~Sale.~~Sale, in accordance with ASC 350. In determining the fair value of this reporting unit, we utilized ~~both a market multiple approach and~~ a discounted cash flow methodology based on the adjusted cash flows from operations.

As a result of ~~the above~~this analysis, we determined that the fair value of the remaining business in the Institutional Asset Management reporting unit was less than its carrying value. ~~We adopted ASU No. 2017-04,~~ ~~"Simplifying the Test for Goodwill Impairment"~~ ~~("ASU 2017-04") during the second quarter of 2017.~~ Accordingly, we recorded a goodwill impairment charge of $2.1 million in the Investment Management segment, ~~of $7.1 million,~~ which is included within Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, ~~2017.~~2019. This charge resulted in a decrease of ~~$3.7~~$1.4 million to Net Income Attributable to Evercore Inc. (after adjustments for noncontrolling interest and income taxes) for the year ended December 31, ~~2017.~~2019.

Other Assets

We recorded impairment charges of $1.7 million in Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, 2020, related to the impairment of assets resulting from the wind-down of our businesses in Mexico. This was comprised of a charge of $1.2 million related to the impairment of operating lease right-of-use assets and a charge of $0.5 million related to the impairment of leasehold improvements. See Note 5 to our consolidated financial statements for further information.

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Business Segments

The following data presents revenue, expenses and contributions from our equity method investments by business segment.

Investment Banking

The following table summarizes the operating results of the Investment Banking segment.


	For the Years Ended December 31,					Change
		2020		2019		2018		2020 v. 2019		2019 v. 2018

		(dollars in thousands)
Revenues
Investment Banking:
Advisory Fees(1)		$	1,755,273	$	1,653,585	$	1,743,473	6	%	(5	%)
Underwriting Fees(2)		276,191		89,681		71,691		208	%	25	%
Commissions and Related Fees		205,767		189,506		200,015		9	%	(5	%)

Other Revenue, net(3)(4)		(19,845)		19,023		(3,156)		NM		NM
Net Revenues		2,217,386		1,951,795		2,012,023		14	%	(3	%)
Expenses
Operating Expenses		1,637,542		1,485,477		1,448,301		10	%	3	%
Other Expenses		49,112		33,618		30,366		46	%	11	%
Total Expenses		1,686,654		1,519,095		1,478,667		11	%	3	%
Operating Income		530,732		432,700		533,356		23	%	(19	%)
Income from Equity Method Investments(5)		1,546		916		518		69	%	77	%
Pre-Tax Income		$	532,278	$	433,616	$	533,874	23	%	(19	%)

(1) Includes client related expenses of $14.9 million, $32.2 million and $31.5 million for the years ended December 31, 2020, 2019 and 2018, respectively.

(2) Includes client related expenses of $14.4 million, $7.2 million and $4.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.

(3) Includes interest expense on Notes Payable, subordinated borrowings and lines of credit of $18.2 million, $12.9 million and $9.2 million for the years ended December 31, 2020, 2019 and 2018, respectively.

(4) Includes a loss of $21.1 million resulting from the sale and wind-down of our businesses in Mexico, related to the release of cumulative foreign exchange losses, for the year ended December 31, 2020.

(5) Equity in Luminis is classified as Income from Equity Method Investments.

For the Years Ended December 31, Change
2018 2017 2016 2018 v. 2017 2017 v. 2016
(dollars in thousands)
Revenues
Investment Banking:
Advisory Fees⁽¹⁾⁽²⁾
$ 1,743,473
$ 1,324,412
$ 1,096,829
32 % 21 %
Underwriting Fees⁽³⁾⁽⁴⁾
71,691
45,827
36,264
56 % 26 %
Commissions and Related Fees 200,015
205,630
230,913
(3 %) (11 %)
Other Revenue, net⁽⁵⁾
(3,156 ) 58,399
(147 ) NM
NM
Net Revenues 2,012,023
1,634,268
1,363,859
23 % 20 %
Expenses
Operating Expenses 1,448,301
1,175,927
1,020,327
23 % 15 %
Other Expenses⁽⁶⁾
30,366
35,810
92,172
(15 %) (61 %)
Total Expenses 1,478,667
1,211,737
1,112,499
22 % 9 %
Operating Income⁽⁷⁾
533,356
422,531
251,360
26 % 68 %
Income from Equity Method Investments⁽⁸⁾
518
277
1,370
87 % (80 %)
Pre-Tax Income $ 533,874
$ 422,808
$ 252,730
26 % 67 %


~~(1)~~	The application of ASC 606 resulted in advisory revenue of $3.4 million being recognized in 2018, representing variable consideration under the standard for which it is probable that a significant reversal of revenue will not occur, substantially all of which would have been recognized in the first quarter of 2019 under the legacy accounting standard.


~~(2)~~	~~Includes client related expenses of $31.5 million, $27.0 million and $24.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.~~


~~(3)~~	The application of ASC 606 resulted in client related expenses for underwriting transactions being presented gross (previously presented net) in related revenues and expenses for the year ended December 31, 2018. Underwriting Fees reflect revenues for client related expenses of $4.7 million for the year ended December 31, 2018.


~~(4)~~	~~Includes expenses associated with revenue sharing engagements with third parties of $1.1 million for the year ended December 31, 2017.~~

~~(5)~~

Includes interest expense on the Notes Payable, subordinated borrowings and lines of credit of $9.2 million, $10.0 million and $9.6 million for the years ended December 31, 2018, 2017 and 2016, respectively, and includes an estimated gain of $77.5 million related to a reduction in the liability for amounts due pursuant to the tax receivable agreement and a loss of $16.3 million related to the release of cumulative foreign exchange losses resulting from the restructuring of our former equity method investment in G5 for the year ended December 31, 2017. Also includes ($0.7) million and $0.1 million of principal trading gains (losses) that were previously included in Investment Banking Revenue for the years ended December 31, 2017 and 2016, respectively, to conform to the current presentation.


~~(6)~~	~~Includes an impairment charge related to our former equity method investment in G5 of $14.4 million for the year ended December 31, 2017.~~


~~(7)~~	~~Includes Noncontrolling Interest of $2.7 million, $6.6 million and $2.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.~~


~~(8)~~	Equity in Luminis and G5 - Advisory (through December 31, 2017, the date we exchanged all of our outstanding equity interests for debentures of G5) is classified as Income from Equity Method Investments.

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For ~~2018,~~2020, the dollar value of North American announced and completed M&A activity ~~increased 27%~~decreased 23% and ~~18%~~13%, respectively, compared to ~~2017, while~~2019, and the dollar value of Global announced and completed M&A activity ~~for 2018 increased 18%~~decreased 4% and ~~14%~~6%, respectively, compared to ~~2017. The~~2019. For 2020, the dollar value of North American ~~announced M&A activity between $1 - $5 billion increased 17% compared to 2017, while the dollar value of~~and Global announced M&A activity between $1 - $5 billion increased ~~13%~~16% and decreased 2%, respectively, compared to ~~2017:~~2019.

For the Years Ended December 31, Change
2018 2017 2016 2018 v. 2017 2017 v. 2016
Industry Statistics ($ in billions) *
Value of North American M&A Deals Announced $ 1,768
$ 1,396
$ 1,705
27 % (18 %)
Value of North American M&A Deals Announced between $1 - $5 billion $ 508
$ 435
$ 448
17 % (3 %)
Value of North American M&A Deals Completed $ 1,775
$ 1,508
$ 1,614
18 % (7 %)
Value of Global M&A Deals Announced $ 3,927
$ 3,336
$ 3,488
18 % (4 %)
Value of Global M&A Deals Announced between $1 - $5 billion $ 1,124
$ 994
$ 932
13 % 7 %
Value of Global M&A Deals Completed $ 3,467
$ 3,040
$ 3,394
14 % (10 %)
Evercore Statistics **
Total Number of Fees From Advisory Client Transactions 663
574
568
16 % 1 %
Investment Banking Fees of at Least $1 million from Advisory Client Transactions 345
255
246
35 % 4 %


	For the Years Ended December 31,					Change
		2020		2019		2018		2020 v. 2019		2019 v. 2018
Industry Statistics ($ in billions) *
Value of North American M&A Deals Announced		$	1,467	$	1,897	$	1,742	(23	%)	9	%
Value of North American M&A Deals Announced between $1 - $5 billion		$	448	$	386	$	494	16	%	(22	%)
Value of North American M&A Deals Completed		$	1,431	$	1,637	$	1,817	(13	%)	(10	%)
Value of Global M&A Deals Announced		$	3,605	$	3,755	$	3,865	(4	%)	(3	%)
Value of Global M&A Deals Announced between $1 - $5 billion		$	907	$	927	$	1,101	(2	%)	(16	%)
Value of Global M&A Deals Completed		$	2,974	$	3,152	$	3,696	(6	%)	(15	%)
Evercore Statistics **
Total Number of Fees From Advisory Client Transactions		687		661		663		4	%	—	%
Investment Banking Fees of at Least $1 million from Advisory Client Transactions		386		328		345		18	%	(5	%)

* Source: ~~Thomson Reuters~~Refinitiv January ~~7, 2019~~5, 2021

** Includes revenue generating clients only from Advisory and Underwriting transactions

Investment Banking Results of Operations

~~2018~~2020 versus ~~2017~~2019

Net Investment Banking Revenues were ~~$2.012~~$2.22 billion in ~~2018,~~2020, compared to ~~$1.634~~$1.95 billion in ~~2017, which represented~~2019, an increase of ~~23%. The application of ASC 606 resulted in advisory revenue of $3.4~~$265.6 million, being recognized in 2018, representing variable consideration under the standard for which it is probable that a significant reversal of revenue will not occur, substantially all of which would have been recognized in the first quarter of 2019 under the legacy accounting standard.or 14%. We earned ~~663~~687 fees from Advisory clients in ~~2018~~2020, compared to ~~574~~661 in ~~2017,~~2019, representing a ~~16%~~4% increase. We ~~had 345~~earned 386 fees ~~earned~~ in excess of $1.0 million in ~~2018,~~2020, compared to ~~255~~328 in ~~2017,~~2019, representing ~~a 35%~~an 18% increase. The increase in revenues from 2017 primarily reflects an increase of $419.1 million, or 32%, in Advisory fees, as we continued to broaden our advisory capabilities and advise clients on a wide variety of matters including strategic M&A, activism, restructuring and capital raising. The increase in revenues2019 was ~~also~~ partially attributed to an increase of ~~$25.9~~$101.7 million, or ~~56%~~6%, in ~~Underwriting~~Advisory Fees, ~~resulting principally from~~reflecting an increase in the number of Advisory fees earned and an increase in revenue earned from large transactions during 2020. Underwriting Fees increased $186.5 million, or 208%, compared to 2019, reflecting an increase in the number of transactions we participated in, as well as the relative size of our ~~role and~~ participation in ~~offerings in 2018.~~those transactions. We participated in 50118 underwriting transactions in ~~2018~~2020 (compared to 5871 in ~~2017)~~2019), 3585 of which were as a bookrunner (compared to 3353 in ~~2017)~~2019). ~~These increases were partially offset by a decrease of $5.6 million, or 3%, in our~~ Commissions and Related Fees ~~principally driven by the trend~~increased $16.3 million, or 9%, compared to 2019, as a result of ~~institutional clients adjusting the level of payments for research services.~~elevated volatility during 2020. Other Revenue, net, in ~~2018 was lower than 2017,~~2020, decreased versus 2019, primarily as a result of an estimated gain of $77.5 million in 2017 related to a reduction in the liability for amounts due pursuant to our tax receivable agreement, which was re-measured following the decrease in income tax rates in the U.S. in 2018 and future years upon the enactment of the Tax Cuts and Jobs Act on December 22, 2017. This was partially offset byreflecting a loss of ~~$16.3~~$21.1 million resulting from the sale and wind-down of our businesses in Mexico, related to the release of cumulative foreign exchange losses, ~~resulting from~~as well as lower interest income and increased interest expense on the ~~restructuring of our former equity method investment~~2019 Private Placement Notes, which were issued in G5 in 2017. Other Revenue, net, in 2018 was also lower than 2017 as a result of losses from our marketable securities, including net realized and unrealized losses of $5.1 million on our investment funds which are used as an economic hedge against our deferred cash compensation program. See Note 8 to our consolidated financial statements for further information.August 2019.

Operating Expenses were ~~$1.448~~$1.64 billion in ~~2018,~~2020, compared to ~~$1.176~~$1.49 billion in ~~2017,~~2019, an increase of ~~$272.4~~$152.1 million, or ~~23%~~10%. Employee Compensation and Benefits Expense, as a component of Operating Expenses, was ~~$1.151~~$1.33 billion in ~~2018, as~~2020, compared

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to ~~$915.1 million~~$1.15 billion in ~~2017,~~2019, an increase of ~~$235.9~~$186.1 million, or ~~26%~~16%. The increase ~~was primarily due to increased~~in the amount of compensation ~~costs resulting from the expansion~~recognized in 2020 principally reflects higher levels of ~~our businesses, including costs associated with new senior hires and increased~~ compensation ~~costs from share-based and other deferred and incentive compensation arrangements, as well as increased annual incentive compensation~~expense in 2020 related to ~~the 23% increase in Net Revenues. Non-compensation~~higher revenues and higher amortization of prior period deferred compensation awards, partially offset by lower compensation expense related to senior new hires. See Note 19 to our consolidated financial statements for further information. Non-Compensation expenses, as a component of Operating Expenses, were ~~$297.3~~$302.8 million in ~~2018, as~~2020, compared to ~~$260.9~~$336.9 million in ~~2017, an increase~~2019, a decrease of ~~$36.4~~$34.1 million, or ~~14%~~10%. ~~Non-compensation~~Non-Compensation operating expenses ~~increased~~decreased from the prior year primarily driven by ~~increased headcount within~~decreased travel and related expenses, related to prolonged travel restrictions resulting from the ~~business, increased occupancy~~COVID-19 pandemic. See COVID-19 above for further information.

Other Expenses of $49.1 million in 2020 included (a) Special Charges, Including Business Realignment Costs, of $46.6 million related to separation and transition benefits and related costs ~~including higher expenses associated~~and the acceleration of depreciation expense for leasehold

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improvements and certain other fixed assets in conjunction with the expansion of our headquarters in New York ~~during 2018,~~ and ~~higher professional fees.~~

~~Other Expenses~~our business realignment initiatives, as well as charges related to the impairment of ~~$30.4~~assets resulting from the wind-down of our businesses in Mexico, (b) intangible asset and other amortization of $1.2 million, ~~in 2018 included~~(c) compensation costs of ~~$15.2~~$1.1 million associated with the vesting of Class J LP Units and certain other awards granted in conjunction with the acquisition of ISI, and (d) Acquisition and Transition Costs of $0.3 million. Other Expenses of $33.6 million in 2019 included (a) compensation costs of $18.2 million associated with the vesting of Class J LP Units and certain other awards granted in conjunction with the acquisition of ISI, (b) intangible asset and other amortization of $7.5 million, (c) Special Charges, Including Business Realignment Costs, of ~~$5.0~~$7.2 million related to separation benefits and costs of terminating certain contracts associated with closing the agency trading platform in the U.K. and separation benefits and related charges associated with our businesses in Mexico, as well as the acceleration of depreciation expense for leasehold improvements in conjunction with the expansion of our headquarters in New York ~~intangible asset~~ and ~~other amortization~~separation and transition benefits for certain employees terminated as a result of ~~$8.6 million and changes to~~ the ~~fair value of contingent consideration of $1.5 million. Other Expenses of $35.8 million in 2017 included Special Charges of $14.4 million related to the impairment~~review of our ~~former equity method investment in G5, intangible asset~~operations and ~~other amortization of $9.4 million,~~(d) Acquisition and Transition Costs of ~~$0.6 million and compensation costs~~$0.7 million.

For a discussion of ~~$11.4 million associated with the vesting~~2019 versus 2018, refer to "Results of ~~LP Units and Interests and certain other awards granted~~Operations" in conjunction with the acquisition of ISI. We incurred an expense reversal in the first quarter of 2017 associated with Evercore LP Interests granted in conjunction with the acquisition of ISI, as the achievement of certain of the remaining performance thresholdsour Form 10-K for the ~~remaining Class G and H LP Interests was no longer probable at March~~year ended December 31, ~~2017. This assessment was based on management's revised outlook for the Evercore ISI business, including strategic decisions to increase the compensation ratio for this business.~~

~~2017 versus 2016~~

Net Investment Banking Revenues were $1.634 billion in 2017 compared to $1.364 billion in 2016, which represented an increase of 20%. We earned 574 fees from Advisory clients in 2017 compared to 568 in 2016. We had 255 fees in excess of $1.0 million in 2017, compared to 246 in 2016, representing a 4% increase. The increase in revenues from 2016 primarily reflects an increase of $227.6 million, or 21%, in Advisory fees, principally driven by the number, composition and size of fees in excess of $1 million and the nature of services provided, including activist defense. Advisory fees also benefited from higher fees earned from advising on capital transactions for private funds in 2017. The increase in revenues was also attributed to an increase of $9.6 million, or 26%, in Underwriting Fees, as we participated in 58 underwriting transactions (compared to 44 in 2016), 33 of which were as a bookrunner (compared to 21 in 2016). These increases were partially offset by a decrease of $25.3 million, or 11%, in our Commissions and Related Fees, principally driven by the trend of institutional clients adjusting the level and composition of trading volumes, as well as payments for research services under a broad movement to passive investing strategies and lower levels of volatility. Other Revenue, net, in 2017 was higher than in 2016 primarily as a result of an estimated gain of $77.5 million related to a reduction in the liability for amounts due pursuant to our tax receivable agreement, which was re-measured following the decrease in future income tax rates in the U.S., upon the enactment of the Tax Cuts and Jobs Act on December 22, 2017. This increase was partially offset by a loss of $16.3 million related to the release of cumulative foreign exchange losses resulting from the restructuring of our former equity method investment in G5 in 2017.

Operating Expenses were $1.176 billion in 2017 compared to $1.020 billion in 2016, an increase of $155.6 million, or 15%. Employee Compensation and Benefits Expense, as a component of Operating Expenses, was $915.1 million in 2017, as compared to $780.3 million in 2016, an increase of $134.8 million, or 17%. The increase was primarily due to increased compensation costs resulting from the expansion of our businesses, including costs associated with new senior hires and increased compensation costs from share-based and other deferred and incentive compensation arrangements, as well as increased annual incentive compensation related to the 20% increase in Net Revenues. The increase in Employee Compensation and Benefits Expense, as a component of Operating Expenses, was also due to increased costs related to awards issued in conjunction with the appointment of our Executive Chairman in November 2016. See Note 18 to our consolidated financial statements for further information. Non-compensation expenses, as a component of Operating Expenses, were $260.9 million in 2017, as compared to $240.0 million in 2016, an increase of $20.9 million, or 9%. Non-compensation operating expenses increased from the prior year primarily driven by increased headcount within the business, increased new business costs associated with higher levels of global transaction activity and higher professional fees.

Other Expenses of $35.8 million in 2017 included Special Charges of $14.4 million related to the impairment of our former equity method investment in G5, intangible asset and other amortization of $9.4 million, Acquisition and Transition Costs of $0.6 million and compensation costs of $11.4 million associated with the vesting of LP Units and Interests and certain other awards granted in conjunction with the acquisition of ISI. We incurred an expense reversal in the first quarter of 2017 associated with

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Evercore LP Interests granted in conjunction with the acquisition of ISI, as the achievement of certain of the remaining performance thresholds for the remaining Class G and H LP Interests was no longer probable at March 31, 2017. This assessment was based on Management's revised outlook for the Evercore ISI business, including strategic decisions to increase the compensation ratio for this business. See Note 18 to our consolidated financial statements for further information. Other Expenses of $92.2 million in 2016 included compensation costs of $80.8 million associated with the vesting of LP Units and Interests and certain other awards granted in conjunction with the acquisition of ISI, Acquisition and Transition Costs of ($0.7) million, primarily reflecting the reversal of a provision for certain settlements in 2016 previously established in the fourth quarter of 2015, changes to the fair value of contingent consideration of $1.1 million and intangible asset and other amortization of $10.9 million.2019.

Investment Management

The following table summarizes the operating results of the Investment Management segment.


	For the Years Ended December 31,					Change
		2020		2019		2018		2020 v. 2019		2019 v. 2018

		(dollars in thousands)
Revenues
Asset Management and Administration Fees:
Wealth Management		$	53,069	$	48,083	$	44,875	10	%	7	%
Institutional Asset Management(1)		1,328		2,528		3,371		(47	%)	(25	%)

Asset Management and Administration Fees		54,397		50,611		48,246		7	%	5	%





Other Revenue, net(2)		(7,878)		6,292		4,436		NM		42	%
Net Revenues		46,519		56,903		52,682		(18	%)	8	%
Expenses
Operating Expenses		50,473		48,645		43,940		4	%	11	%
Other Expenses(3)		345		3,247		21		(89	%)	NM
Total Expenses		50,818		51,892		43,961		(2	%)	18	%
Operating Income (Loss)		(4,299)		5,011		8,721		NM		(43	%)
Income from Equity Method Investments(4)		12,852		10,080		8,776		28	%	15	%
Pre-Tax Income		$	8,553	$	15,091	$	17,497	(43	%)	(14	%)

For the Years Ended December 31, Change
2018 2017 2016 2018 v. 2017 2017 v. 2016
(dollars in thousands)
Revenues
Asset Management and Administration Fees:
Wealth Management $ 44,875
$ 40,288
$ 36,411
11 % 11 %
Institutional Asset Management 3,371
3,628
4,193
(7 %) (13 %)
Disposed and Restructured Businesses⁽¹⁾⁽²⁾
—
15,732
22,800
NM
(31 %)
Asset Management and Administration Fees 48,246
59,648
63,404
(19 %) (6 %)
Other Revenue, net⁽³⁾⁽⁴⁾
4,436
10,433
12,789
(57 %) (18 %)
Net Revenues 52,682
70,081
76,193
(25 %) (8 %)
Expenses
Operating Expenses 43,940
51,646
57,379
(15 %) (10 %)
Other Expenses⁽⁵⁾
21
12,155
9,000
(100 %) 35 %
Total Expenses 43,961
63,801
66,379
(31 %) (4 %)
Operating Income⁽⁶⁾
8,721
6,280
9,814
39 % (36 %)
Income from Equity Method Investments⁽⁷⁾
8,776
8,561
5,271
3 % 62 %
Pre-Tax Income $ 17,497
$ 14,841
$ 15,085
18 % (2 %)


~~(1)~~	~~Includes the Institutional Trust and Independent Fiduciary business of ETC, which was sold in the fourth quarter of 2017, and Management Fees from the Glisco funds.~~


~~(2)~~	~~Includes client related expenses of $0.2 million and $0.9 million for the years ended December 31, 2017 and 2016, respectively.~~


~~(3)~~	$2.0 million and $12.4 million of net realized and unrealized gains on private equity investments have been classified in Other Revenue, net, for the years ended December 31, 2017 and 2016, respectively, to conform to the current presentation.


~~(4)~~	Includes interest expense on the Notes Payable and lines of credit of $0.7 million for the year ended December 31, 2016. Also includes a gain of $7.8 million related to the sale of the Institutional Trust and Independent Fiduciary business of ETC for the year ended December 31, 2017.

~~(5)~~

Includes an impairment charge related to the impairment of goodwill in the Institutional Asset Management reporting unit of $7.1 million for the year ended December 31, 2017 and an impairment charge related to the impairment of our equity method investment in Atalanta Sosnoff of $8.1 million for the year ended December 31, 2016. Also includes $3.9 million related to the transition of certain employees in conjunction with the sale of the Institutional Trust and Independent Fiduciary business of ETC for the year ended December 31, 2017.


~~(6)~~	~~Includes Noncontrolling Interest of $4.3 million, $3.2 million and $2.9 million for the years ended December 31, 2018, 2017 and 2016, respectively.~~


~~(7)~~	Equity in ABS, Atalanta Sosnoff and G5 - Wealth Management (through December 31, 2017, the date we exchanged all of our outstanding equity interests for debentures of G5), is classified as Income from Equity Method Investments.

(1)Includes the ECB business, which was sold in 2020.

(2)Includes a loss of $9.7 million resulting from the sale and wind-down of our businesses in Mexico, including $3.4 million related to the sale of our ECB businesses and $6.3 million related to the release of cumulative foreign exchange losses for the year ended December 31, 2020.

~~Table~~(3)Includes an impairment charge related to the impairment of ~~Contents~~goodwill in the Institutional Asset Management reporting unit of $2.9 million for the year ended December 31, 2019.

(4)Equity in ABS and Atalanta Sosnoff is classified as Income from Equity Method Investments.

Investment Management Results of Operations

Our Investment Management segment includes the following activities:

•Wealth Management -– conducted through EWM and ~~ETC. In August 2018, ETCDE was combined within~~ ETC. Fee-based revenues from EWM are primarily earned on a percentage of AUM, while ETC primarily ~~earn~~earns fees from negotiated trust ~~services and fiduciary consulting arrangements.~~services.

~~Institutional Asset Management - conducted through ECB. Fee-based revenues from ECB are primarily earned on a percentage of AUM.~~

•Private Equity -– conducted through our investment interests in private equity funds. We maintain a limited partner's interest in Glisco II, Glisco III and Glisco IV, as well as Glisco Manager Holdings LP and the general partners of the Glisco Funds. We receive our portion of the management fees earned by Glisco from Glisco Manager Holdings LP. We are passive investors and do not participate in the management of any Glisco sponsored funds. We are also passive investors in Trilantic IV, ~~and~~ Trilantic V and ~~we committed $12.0 million of the total capital commitments of~~ Trilantic VI. In the event the private equity funds perform below

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certain thresholds we may be obligated to repay certain carried interest previously distributed. As of December 31, ~~2018, there was no~~2020, $0.4 million of previously distributed carried interest received from ~~our managed~~the funds ~~that~~ was subject to repayment.

•We also hold interests in ABS and Atalanta Sosnoff that are accounted for under the equity method of accounting. The results of these investments are included within Income from Equity Method Investments.

~~The~~

Our Investment Management ~~segment also includes~~results include the ~~results of the following~~ECB businesses, ~~that~~which were ~~deconsolidated or restructured prior to December 31, 2018:~~

~~On December 31, 2017, we exchanged all of our outstanding equity interests~~previously included in ~~G5 for debentures of G5. This investment is accounted for as a held-to-maturity security going forward.~~

~~On October 18, 2017, we~~Institutional Asset Management above. These businesses were sold ~~the Institutional Trust and Independent Fiduciary business of ETC. Following the sale, the remaining operations of ETC were integrated into EWM.~~

~~On September 30, 2016, we entered into an agreement to transfer ownership of the Mexican Private Equity business and related entities to Glisco.~~

in 2020. See Note 5 to our consolidated financial statements for further information.

Assets Under Management

AUM for our consolidated Investment Management businesses of ~~$9.1~~$10.2 billion at December 31, ~~2018 increased~~2020 decreased compared to ~~$9.0~~$10.7 billion at December 31, ~~2017.~~2019, reflecting the deconsolidation of $1.5 billion of assets resulting from the sale of our ECB business, partially offset by market appreciation in our Wealth Management business. The amounts of AUM presented in the table below primarily reflect the assets ~~for~~ which we ~~charge a management fee.~~manage. These assets reflect the fair value of assets managed on behalf of Institutional Asset Management (deconsolidated on December 16, 2020) and Wealth Management clients. As defined in ASC 820 "Fair Value Measurements and ~~Disclosures~~Disclosures" (" ("ASC 820"), valuations performed for Level I1 investments are based on quoted prices obtained from active markets generated by third parties and Level II2 investments are valued through the use of models based on either direct or indirect observable inputs in the use of models or other valuation methodologies performed by third parties to determine fair value. For both the Level I1 and Level II2 investments, we obtain both active quotes from nationally recognized exchanges and third-party pricing services to determine market or fair value quotes, respectively. For Level ~~III~~3 investments, pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Wealth Management maintained ~~63%~~72% and ~~64%~~69% of Level I1 investments, ~~32%~~24% and ~~32%~~27% of Level II2 investments ~~and 5%~~ and 4% of Level ~~III~~3 investments as of December 31, ~~2018~~2020 and ~~2017,~~2019, respectively. Institutional Asset Management maintained ~~82% and 81%~~85% of Level I1 investments and ~~18% and 19%~~15% of Level II2 investments as of December 31, ~~2018 and 2017, respectively.~~2019.

The fees that we receive for providing investment advisory and management services are primarily driven by the level and composition of AUM. Accordingly, client flows, market movements, foreign currency fluctuations and changes in our product mix will impact the level of management fees we receive from our investment management businesses. Fees vary with the type of assets managed and the channel in which they are managed, with higher fees earned on equity assets and alternative investment funds, such as hedge funds and private equity funds, and lower fees earned on fixed income and cash management products. Clients will increase or reduce the aggregate amount of AUM that we manage for a number of reasons, including changes in the level of assets that they have available for investment purposes, their overall asset allocation strategy, our relative performance versus competitors offering similar investment products and the quality of our service. The fees we earn are also impacted by our investment performance, as the appreciation or depreciation in the value of the assets that we manage directly impacts our fees.

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The following table summarizes AUM activity for the years ended December 31, ~~2018~~2020 and ~~2017:~~2019:


	Wealth Management(1)		Institutional Asset Management		Total

	(dollars in millions)























Balance at December 31, 2018	$	7,560	$	1,575	$	9,135
Inflows	1,056		1,057		2,113
Outflows	(826)		(1,158)		(1,984)

Market Appreciation	1,268		160		1,428
Balance at December 31, 2019	$	9,058	$	1,634	$	10,692
Inflows	969		645		1,614
Outflows	(869)		(616)		(1,485)

Market Appreciation (Depreciation)	1,005		(125)		880
Deconsolidation of ECB (December 16, 2020)	—		(1,538)		(1,538)
Balance at December 31, 2020	$	10,163	$	—	$	10,163

Unconsolidated Affiliates - Balance at December 31, 2020:
Atalanta Sosnoff	$	—	$	7,718	$	7,718

ABS	$	—	$	6,574	$	6,574

Wealth
Management

Institutional
Asset
Management
Total
(dollars in millions)
Balance at December 31, 2016 $ 6,473
$ 1,526
$ 7,999
Inflows 1,125
1,704
2,829
Outflows (986 ) (1,740 ) (2,726 )
Market Appreciation 718
143
861
Balance at December 31, 2017 $ 7,330
$ 1,633
$ 8,963
Inflows 1,208
1,536
2,744
Outflows (759 ) (1,657 ) (2,416 )
Market Appreciation (Depreciation) (219 ) 63
(156 )
Balance at December 31, 2018 $ 7,560
$ 1,575
$ 9,135

Unconsolidated Affiliates - Balance at December 31, 2018:
Atalanta Sosnoff $ —
$ 5,654
$ 5,654
ABS $ —
$ 5,215
$ 5,215
(1)Assets Under Management includes Evercore assets which are managed by Evercore Wealth Management of $76.4 million and $319.8 million as of December 31, 2020 and 2019, respectively.

The following table represents the composition of ~~our~~ AUM for Wealth ~~Management and Institutional Asset~~ Management as of December 31, ~~2018:~~2020:


	Wealth Management
Equities	62	%
Fixed Income	24	%
Liquidity(1)	9	%
Alternatives	5	%
Total	100	%

Wealth Management Institutional Asset Management
Equities 54 % 29 %
Fixed Income 31 % 71 %
Liquidity⁽¹⁾
10 % — %
Alternatives 5 % — %
Total 100 % 100 %

(1)Includes cash, cash equivalents and U.S. Treasury securities.

Our Wealth Management business serves individuals, families and related institutions delivering customized investment management, financial planning, and trust and custody services. Investment portfolios are tailored to meet the investment objectives of individual clients and reflect a blend of equity, fixed income and other products. Fees charged to clients reflect the composition of the assets managed and the services provided. Investment performance in the Wealth Management businesses is measured against appropriate indices based on the AUM, most frequently the S&P 500 and a composite fixed income index principally reflecting BarCap and MSCI indices.

In ~~2018,~~2020, AUM for Wealth Management increased 3%, reflecting a 6% increase due to flows, partially offset by a 3% decrease due to market depreciation. Wealth Management lagged the S&P 500 by approximately 1% during the period on both a 1 and 3 year basis. Wealth Management lagged the fixed income composite by approximately 40 basis points on a 1 year basis and tracked the fixed income composite on a 3 year basis. For the period, the S&P 500 was down approximately 4% and the fixed income composite was up approximately 1%.

~~In 2017, AUM for Wealth Management increased 13%~~12%, reflecting an 11% increase due to market appreciation and a 2%1% increase due to flows. Wealth Management outperformed the S&P 500 on a 1 ~~year~~and 3-year basis by 4%approximately 6% and ~~lagged the S&P 500 on a 3 year basis by 2%~~4%, respectively, during the ~~period and~~period. Wealth Management lagged the fixed income composite on a 1 and 3 year basis by 10approximately 80 basis points and ~~tracked~~50 basis points, respectively. For the period, the S&P 500 and fixed income composite were up approximately 18% and 5%, respectively.

In 2019, AUM for Wealth Management increased 20%, reflecting a 17% increase due to market appreciation and a 3% increase due to flows. Wealth Management outperformed the S&P 500 on a 1 and 3 year basis by approximately 7% and 3%, respectively, during the period. Wealth Management lagged the fixed income composite on a 1 and 3 year ~~basis.~~basis by approximately 40 basis points and 30 basis points, respectively. For the period, the S&P 500 ~~was up 22%, while the~~and fixed income composite ~~increased by 3%.~~were up approximately 31% and 6%, respectively.

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Our Institutional Asset Management business ~~reflects~~reflected assets managed by ECB ~~which~~prior to its deconsolidation on December 16, 2020. ECB primarily manages Mexican Government and corporate fixed income securities, as well as equity products. ECB utilizes the IPC Index, which is a capitalization

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weighted index of leading equities traded on the Mexican Stock Exchange and the Cetes 28 Index, which is an index of Treasury Bills issued by the Mexican Government, as benchmarks in reviewing their performance and managing their investment decisions. ECB's AUM market depreciation for the year reflects market volatility, as well as the impact of the fluctuation of foreign currency. ECB outperformed the equities index and outperformed the fixed income index on two of their three portfolios in 2020.

In ~~2018,~~2019, AUM for Institutional Asset Management ~~decreased~~increased 4%, ~~primarily~~ reflecting a ~~7% decrease~~10% increase due to ~~flows,~~market appreciation, partially offset by a ~~3% increase~~6% decrease due to ~~market appreciation.~~flows. ECB's AUM market appreciation reflects favorable market volatility, as well as the impact of the fluctuation of foreign currency. ECB outperformed the equities index and ~~performed within a reasonable range of~~outperformed the fixed income index on ~~a 1 year basis.~~

In 2017, AUM for Institutional Asset Management increased 7%, reflecting a 9% increase due to market appreciation, partially offset by a 2% decrease due to flows. ECB's AUM increase from market appreciation partially reflects the impacttwo of ~~the fluctuation of foreign currency.~~their three portfolios in 2019.

AUM from our unconsolidated affiliates ~~decreased 3%~~increased 12% compared to December 31, ~~2017,~~2019, primarily related to ~~negative~~positive performance in Atalanta Sosnoff and ABS.

~~2018~~2020 versus ~~2017~~2019

~~Net Investment Management Revenues were $52.7 million in 2018, compared to $70.1 million in 2017.~~ Asset Management and Administration Fees earned from the management of client portfolios ~~decreased 19%~~increased 7% from ~~2017, following the sale of the Institutional Trust and Independent Fiduciary business of ETC in the fourth quarter of 2017, partially offset~~2019, primarily driven by an increase of ~~$4.6~~$5.0 million in fees from Wealth Management clients, as associated AUM ~~increased.~~increased 12%. Fee-based revenues included ~~$0.4~~$0.08 million and ~~$0.1~~$0.2 million of revenues from performance fees ~~during 2018~~in 2020 and ~~2017,~~2019, respectively. Other Revenue, net, decreased from 2019, primarily driven by a loss of $9.7 million resulting from the sale and wind-down of our businesses in ~~2018 was lower than in 2017 primarily as a result of a gain of $7.8~~Mexico, including $3.4 million related to the sale of our ECB businesses, as well as $6.3 million related to the ~~Institutional Trust~~release of cumulative foreign exchange losses, and ~~Independent Fiduciary business~~losses on our legacy private equity investments. See Note 5 to our consolidated financial statements for further information. These items contributed to an overall decrease in Net Investment Management Revenues of ~~ETC~~18% ($46.5 million in ~~2017.~~2020, compared to $56.9 million in 2019). Income from Equity Method Investments increased from ~~2017, primarily~~2019, as a result of an increase in earnings from our ~~investment~~investments in ABS and Atalanta Sosnoff.

Operating Expenses were ~~$43.9~~$50.5 million in ~~2018, as~~2020, compared to ~~$51.6~~$48.6 million in ~~2017, a decrease~~2019, an increase of ~~$7.7~~$1.8 million, or ~~15%~~4%. Employee Compensation and Benefits Expense, as a component of Operating Expenses, was ~~$31.0~~$36.6 million in ~~2018, as~~2020, compared to ~~$36.0~~$34.1 million in ~~2017, a decrease~~2019, an increase of ~~$5.0~~$2.5 million, or ~~14%~~7%. ~~Non-compensation~~Non-Compensation expenses, as a component of Operating Expenses, were ~~$12.9~~$13.9 million in ~~2018, as~~2020, compared to ~~$15.6~~$14.5 million in ~~2017,~~2019, a decrease of ~~$2.7~~$0.6 million, or ~~17%~~4%. ~~Compensation and non-compensation expenses decreased following the sale of the Institutional Trust and Independent Fiduciary business of ETC in the fourth quarter of 2017.~~

Other Expenses of ~~$0.02~~$0.3 million in ~~2018~~2020 included Acquisition and Transition ~~Costs.~~Costs of $0.3 million and Special Charges, Including Business Realignment Costs, of $0.05 million, related to separation and transition benefits and related costs. Other Expenses of ~~$12.2~~$3.2 million in ~~2017~~2019 included Special Charges, Including Business Realignment Costs, of ~~$11.0~~$2.9 million ~~(related~~related to the impairment of goodwill in the Institutional Asset Management reporting unit ~~of $7.1 million and the transition of certain employees in conjunction with the sale of the Institutional Trust and Independent Fiduciary business of ETC of $3.9 million)~~ and Acquisition and Transition Costs of ~~$1.1~~$0.3 million.

~~2017~~For a discussion of 2019 versus~~2016~~

~~Net Investment Management Revenues were $70.1 million~~ 2018, refer to "Results of Operations" in ~~2017, compared to $76.2 million in 2016. Asset Management and Administration Fees earned from~~our Form 10-K for the management of client portfolios decreased 6% from 2016, primarily reflecting losses related to the wind-down of a Private Equity fund in Mexico in 2017, the sale of the Institutional Trust and Independent Fiduciary business of ETC in 2017 and the transfer of ownership of the Mexican Private Equity business in 2016. These decreases were partially offset by an increase of $3.9 million in fees from Wealth Management clients related to growth in AUM. Fee-based revenues included $0.1 million of revenues from performance fees during 2017 compared to $0.3 million of revenues from performance fees during 2016. Other Revenue, net, in 2017 was 18% lower than in 2016 primarily as a result of higher net realized and unrealized gains from investments in private equity funds which we do not manage in 2016, partially offset by a gain of $7.8 million related to the sale of the Institutional Trust and Independent Fiduciary business of ETC in 2017. Income from Equity Method Investments increased from 2016 primarily as a result of an increase in earnings from ABS in 2017, including an increase in performance fees.

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Operating Expenses were $51.6 million in 2017, as compared to $57.4 million in 2016, a decrease of $5.7 million, or 10%. Employee Compensation and Benefits Expense, as a component of Operating Expenses, was $36.0 million in 2017, as compared to $39.5 million in 2016, a decrease of $3.5 million, or 9%. The decrease was primarily due to the sale of the Institutional Trust and Independent Fiduciary business of ETC on October 18, 2017, as well as the transfer of ownership of our Mexican Private Equity business and related entities to Glisco on September 30, 2016. Non-compensation expenses, as a component of Operating Expenses, were $15.6 million in 2017, as compared to $17.9 million in 2016, a decrease of $2.3 million, or 13%.

Other Expenses of $12.2 million in 2017 included Special Charges of $11.0 million (related to the impairment of goodwill in the Institutional Asset Management reporting unit of $7.1 million and the transition of certain employees in conjunction with the sale of the Institutional Trust and Independent Fiduciary business of ETC of $3.9 million) and Acquisition and Transition Costs of $1.1 million. Other Expenses of $9.0 million in 2016 included Special Charges of $8.1 million, related to an impairment charge associated with our investment in Atalanta Sosnoff, Acquisition and Transition Costs of $0.8 million and intangible asset and other amortization of $0.1 million.year ended December 31, 2019.

Cash Flows

Our operating cash flows are primarily influenced by the timing and receipt of investment banking and investment management fees (for further information see COVID-19 above), and the payment of operating expenses, including ~~bonuses~~incentive compensation to our employees and interest expense on our repurchase agreements (prior to the sale of our ECB business), Notes Payable, subordinated borrowings and lines of credit, and the payment of income taxes. Investment Banking advisory fees are generally collected within 90 days of billing. However, placement fees may be collected within 180 days of billing, with fees related to private funds capital raising being collected in a period exceeding one year. Commissions earned from our agency trading activities are generally received from our clearing broker within 11 days. Fees from our Wealth Management and Institutional Asset Management businesses are generally billed and collected within 90 days. We traditionally pay a substantial portion of incentive compensation to personnel in the Investment Banking business and to executive officers during the first three months of each calendar year with respect to the prior year's ~~results.~~results and prior year's deferred compensation. Likewise, payments to fund investments related to hedging our deferred cash compensation plans are generally funded in the first three months of each calendar year. Our investing and financing cash flows are primarily influenced by activities to invest our cash in highly liquid securities or bank certificates of deposit, deploy capital to fund investments and acquisitions, raise capital through the issuance of stock or debt, repurchase of outstanding Class A Shares, and/or noncontrolling interest in Evercore LP, as well as our other subsidiaries, payment of dividends and other periodic distributions to our stakeholders. We

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generally make dividend payments and other distributions on a quarterly basis. We periodically draw down on our lines of credit to balance the timing of our operating, investing and financing cash flow needs. A summary of our operating, investing and financing cash flows is as follows:


	For the Years Ended December 31,
	2020		2019		2018

	(dollars in thousands)
Cash Provided By (Used In)
Operating activities:
Net income	$	412,680	$	353,661	$	442,851
Non-cash charges	481,698		414,852		334,335
Other operating activities	83,993		(263,816)		72,388
Operating activities	978,371		504,697		849,574
Investing activities	(483,871)		(373,471)		(212,566)
Financing activities	(307,793)		(290,009)		(452,927)
Effect of exchange rate changes	7,631		2,573		(1,370)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	194,338		(156,210)		182,711
Cash, Cash Equivalents and Restricted Cash
Beginning of Period	643,886		800,096		617,385
End of Period	$	838,224	$	643,886	$	800,096

For the Years Ended December 31,
2018 2017 2016
(dollars in thousands)
Cash Provided By (Used In)
Operating activities:
Net income $ 442,851
$ 179,207
$ 148,512
Non-cash charges 334,335
359,084
307,648
Other operating activities 72,388
(31,055 ) (34,274 )
Operating activities 849,574
507,236
421,886
Investing activities (212,566 ) (54,641 ) (46,201 )
Financing activities (452,927 ) (419,230 ) (237,958 )
Effect of exchange rate changes (1,370 ) 8,383
(25,347 )
Net Increase in Cash, Cash Equivalents and Restricted Cash 182,711
41,748
112,380
Cash, Cash Equivalents and Restricted Cash
Beginning of Period 617,385
575,637
463,257
End of Period $ 800,096
$ 617,385
$ 575,637

~~2018.~~2020. Cash, Cash Equivalents and Restricted Cash were ~~$800.1~~$838.2 million at December 31, ~~2018,~~2020, an increase of ~~$182.7~~$194.3 million versus Cash, Cash Equivalents and Restricted Cash of ~~$617.4~~$643.9 million at December 31, ~~2017.~~2019. Operating activities resulted in a net inflow of ~~$849.6~~$978.4 million, primarily related to earnings. Cash of ~~$212.6~~$483.9 million was used by investing activities primarily related to net purchases of investment securities and purchases of equipment and leasehold improvements, primarily related to the expansion of our headquarters in New York, partially offset by the maturity of certificates of deposit. Financing activities during the period used cash of $307.8 million, primarily for purchases of treasury stock and the payment of dividends and distributions to noncontrolling interest holders. Cash is also impacted due to the effect of foreign exchange rate fluctuation when translating non-U.S. currencies to U.S. Dollars.

2019. Cash, Cash Equivalents and Restricted Cash were $643.9 million at December 31, 2019, a decrease of $156.2 million versus Cash, Cash Equivalents and Restricted Cash of $800.1 million at December 31, 2018. Operating activities resulted in a net inflow of $504.7 million, primarily related to earnings. Cash of $373.5 million was used in investing activities primarily related to net purchases of investment securities and certificates of deposit and purchases of furniture, equipment and leasehold improvements, primarily related to the expansion of our headquarters in New

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~~York, and net purchases of marketable securities and certificates of deposit.~~ York. Financing activities during the period used cash of ~~$452.9~~$290.0 million, primarily for purchases of treasury stock and noncontrolling interests, the payment of dividends and distributions to noncontrolling interest ~~holders.~~

~~2017.~~ Cash, Cash Equivalents and Restricted Cash were $617.4 million at December 31, 2017, an increase of $41.8 million versus Cash, Cash Equivalents and Restricted Cash of $575.6 million at December 31, 2016. Operating activities resulted in a net inflow of $507.2 million, primarily related to earnings. Cash of $54.6 million was used in investing activities primarily related to purchases of certificates of deposit and furniture, equipment and leasehold improvements, which were partially offset by proceeds from the sale of the Institutional Trust and Independent Fiduciary business of ETC. Financing activities during the period used cash of $419.2 million, primarily for purchases of treasury stock and noncontrolling interests, the payment of dividends and distributions to noncontrolling interest holders.

~~2016.~~ Cash, Cash Equivalents and Restricted Cash were $575.6 million at December 31, 2016, an increase of $112.4 million versus Cash, Cash Equivalents and Restricted Cash of $463.3 million at December 31, 2015. Operating activities resulted in a net inflow of $421.9 million, primarily related to earnings. Cash of $46.2 million was used in investing activities primarily related to net purchases of marketable securities and purchases of furniture, equipment and leasehold improvements. Financing activities during the period used cash of $238.0 million, primarily for the payment of dividends and distributions to noncontrolling interest holders, ~~treasury stock purchases and the repayment of the outstanding borrowings under the senior credit facility with Mizuho Bank, Ltd. ("Mizuho"),~~ partially offset by the issuance of the 2019 Private Placement Notes. For further information see Note 14 to our consolidated financial statements.

For a discussion of 2018, refer to "Cash Flows" in our Form 10-K for the year ended December 31, 2019.

Liquidity and Capital Resources

General

Our current assets principally include Cash and Cash Equivalents, ~~Marketable~~Investment Securities and Certificates of Deposit, Accounts Receivable and contract assets, included in Other Current Assets, relating to Investment Banking and Investment Management revenues. Our current liabilities principally include accrued expenses, accrued liabilities related to improvements in our leased facilities, accrued employee compensation and short-term borrowings. We traditionally have made payments for employee bonus awards and year-end distributions to partners in the first quarter of the year with respect to the prior year's results. In addition, payments in respect of deferred cash compensation arrangements and related investments are also made in the first quarter. From time to time, advances and/or commitments may also be granted to new employees at or near the date they begin employment, or to existing employees for the purpose of incentive or retention. Cash distributions related to

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partnership tax allocations are made to the partners of Evercore LP and ~~EWM~~certain other entities in accordance with our corporate estimated payment calendar; these payments are made prior to the end of each calendar quarter. In addition, dividends on Class A Shares, and related distributions to partners of Evercore LP, are paid when and if declared by the Board of Directors, which is generally quarterly.

We regularly monitor our liquidity position, including cash, other significant working capital, current assets and liabilities, long-term liabilities, lease commitments and related fixed assets, principal investment commitments related to our Investment Management business, dividends on Class A Shares, partnership distributions and other capital transactions, as well as other matters relating to liquidity and compliance with regulatory requirements. Our liquidity is highly dependent on our revenue stream from our operations, principally from our Investment Banking business, which is a function of closing ~~advisory~~ transactions and earning success fees, the timing and realization of which is irregular and dependent upon factors that are not subject to our control. Our revenue stream funds the payment of our expenses, including annual bonus payments, a portion of which are guaranteed, deferred compensation arrangements, interest expense on our repurchase agreements (prior to the sale of our ECB business), Notes Payable, ~~subordinated borrowings,~~ lines of credit and other financing arrangements and income taxes. Payments made for income taxes may be reduced by deductions taken for the increase in tax basis of our investment in Evercore LP. Certain of these tax deductions, when realized, require payment under our long-term liability, Amounts Due Pursuant to Tax Receivable Agreements. The value of these future deductions and amounts pursuant to the Tax Receivable Agreement were reduced upon the enactment of the Tax Cuts and Jobs Act of December 22, 2017. See "Results of Operations" for further information. We intend to fund these payments from cash and cash equivalents on hand, principally derived from cash flows from operations. These tax deductions, when realized, will result in cash otherwise required to satisfy tax obligations becoming available for other purposes. Our Management Committee meets regularly to monitor our liquidity and cash positions against our short and long-term obligations, as well as our capital requirements and commitments. The result of this review contributes to management's recommendation to the Board of Directors as to the level of quarterly dividend payments, if any.

As a financial services firm, our businesses are materially affected by conditions in the global financial markets and economic conditions throughout the world. Revenue generated by our advisory activities is related to the number and value of the transactions in which we are involved. In addition, revenue related to our equities business is driven by market volumes and institutional investor

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trends, such as the trend to passive investment strategies. During periods of unfavorable market or economic conditions, the number and value of M&A transactions, as well as market volumes in equities, generally decrease, and they generally increase during periods of favorable market or economic conditions. Restructuring activity generally is counter-cyclical to M&A activity. In addition, during periods of unfavorable market conditions our Investment Management business may be impacted by reduced equity valuations and generate relatively lower revenue because fees we receive, either directly or through our affiliates, typically are in part based on the market value of underlying publicly-traded securities. Our profitability may also be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame and in an amount sufficient to match any decreases in revenue relating to changes in market and economic conditions. Likewise, our liquidity may be adversely impacted by our contractual obligations, including lease obligations. Reduced equity valuations resulting from future adverse economic events and/or market conditions may impact our performance and may result in future net redemptions of AUM from our clients, which would generally result in lower revenues and cash flows. These adverse conditions could also have an impact on our goodwill impairment assessment, which is done annually, as of November 30th, or more frequently if circumstances indicate impairment may have occurred.

~~Changes~~ For further information, see COVID-19 in ~~regulation, market structure or business activity arising from the ongoing discussions over the U.K.'s implementation~~"Results of its separation from the European Union may have a negative impact on our business operations in the U.K., and globally, over the intermediate term. We will continue to monitor and manage the potential implications of the separation, including assessing opportunities that may arise, as the potential impact on the U.K. and European economy becomes more evident.Operations."

We assess our equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred. These circumstances could include unfavorable market conditions or the loss of key personnel of the investee.

For a further discussion of risks related to our business, refer to "Risk Factors" elsewhere in this Form 10-K.

~~Stock Incentive Plan~~

During 2016, our stockholders approved the 2016 Plan. The amended plan, among other things, authorized an additional 10.0 million shares of our Class A Shares. As of December 31, 2018, we had 5,349,124 shares remaining under this plan.

Treasury and Noncontrolling Interest Repurchases

We periodically repurchase Class A Shares and/or LP Units into Treasury in order to ~~reduce~~offset the dilutive effect of equity awards ~~granted.~~granted as compensation (see Note 19 to our consolidated financial statements for further information.) The amount of cash required for these share repurchases is a function of the mix of equity and deferred cash compensation awarded for the annual bonus awards (see further discussion on deferred compensation under Other Commitments below). In addition, we may from time to time, purchase noncontrolling interests in subsidiaries.

InOn October 23, 2017, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we are able to repurchase an aggregate of the lesser of $750.0 million worth of Class A Shares and/or LP Units and 8.5 million Class A Shares and/or LP Units. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately-negotiated transactions or

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otherwise. The timing and the actual amount of shares repurchased will depend on a variety of factors, including legal requirements, price, economic and market conditions and the objective to reduce the dilutive effect of equity awards granted as compensation to employees. This program may be suspended or discontinued at any time and does not have a specified expiration date. During ~~2018,~~2020, we repurchased ~~2,020,582~~854,134 Class A Shares, ~~and LP Units,~~ at an average cost per ~~share/unit~~share of ~~$89.81,~~$75.93, for ~~$181.6~~$64.9 million pursuant to our repurchase program.

In addition, periodically, we buy shares into treasury from our employees in order to allow them to satisfy their minimum tax requirements for share deliveries under our share equity plan. During ~~2018,~~2020, we repurchased ~~1,085,106~~1,068,259 Class A Shares, at an average cost per share of ~~$99.64~~$76.51, for ~~$108.1~~$81.7 million primarily related to minimum tax withholding requirements of share deliveries.

The aggregate ~~3,105,688~~1,922,393 Class A Shares ~~and LP Units~~ repurchased during ~~2018~~2020 were acquired for aggregate purchase consideration of ~~$289.7~~$146.6 million, at an average cost per ~~share/unit~~share of ~~$93.24.~~$76.25.

On March 29, 2018, we purchased, at fair value, an additional 15% of the Private Capital Advisory L.P. ~~("PCA")~~Common Interests for $25.5 million and on May 31, 2019, we purchased, at fair value, the remaining 10% of the Private Capital Advisory L.P. Common Interests for $28.4 million. On ~~March 3, 2017,~~May 31, 2019, we purchased, at fair value, an additional ~~13%~~17% of ~~PCA~~the EWM Class A Units for ~~$7.1~~$24.5 million (in cash of $21.8 million and ~~on December 11, 2017, we purchased, at~~the issuance of 31,383 Class A LP Units having a fair value ~~an additional 1%~~ of ~~PCA for $1.4 million. On January 29, 2016, we purchased, at fair value, all of the noncontrolling interest in ECB for $6.5 million.~~$2.7 million).

Private ~~Placement~~Placements

On March 30, 2016, we issued an aggregate $170.0 million of senior notes, including: $38.0 million aggregate principal amount of our 4.88% Series A senior notes due 2021 (the "Series A Notes"), $67.0 million aggregate principal amount of our 5.23%

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Series B senior notes due 2023 (the "Series B Notes"), $48.0 million aggregate principal amount of our 5.48% Series C senior notes due 2026 (the "Series C Notes") and $17.0 million aggregate principal amount of our 5.58% Series D senior notes due 2028 (the "Series D Notes" and together with the Series A Notes, the Series B Notes and the Series C Notes, the ~~"Private~~"2016 Private Placement Notes"), pursuant to ~~a note purchase agreement (the "Note~~the 2016 Note Purchase ~~Agreement")~~Agreement dated as of March 30, 2016 (the "2016 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

Interest on the 2016 Private Placement Notes is payable semi-annually and the 2016 Private Placement Notes are guaranteed by certain of our domestic subsidiaries. We may, at our option, prepay all, or from time to time any part of, the 2016 Private Placement Notes (without regard to Series), in an amount not less than 5% of the aggregate principal amount of the 2016 Private Placement Notes then outstanding at 100% of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2016 Private Placement Notes will have the right to require us to prepay the entire unpaid principal amounts held by each holder of the 2016 Private Placement Notes plus accrued and unpaid interest to the prepayment date. The 2016 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with a maximum leverage ratio, a minimum tangible net worth and a minimum interest coverage ratio, and customary events of default. As of December 31, ~~2018,~~2020, we were in compliance with all of these covenants.

~~We used $120.0~~On August 1, 2019, we issued $175.0 million and £25.0 million of senior unsecured notes through private placement. These notes reflect a weighted average life of 12 years and a weighted average stated interest rate of 4.26%. These notes include: $75.0 million aggregate principal amount of our 4.34% Series E senior notes due 2029 (the "Series E Notes"), $60.0 million aggregate principal amount of our 4.44% Series F senior notes due 2031 (the "Series F Notes"), $40.0 million aggregate principal amount of our 4.54% Series G senior notes due 2033 (the "Series G Notes") and £25.0 million aggregate principal amount of our 3.33% Series H senior notes due 2033 (the "Series H Notes" and together with the ~~net proceeds~~Series E Notes, the Series F Notes and the Series G Notes, the "2019 Private Placement Notes"), each of which were issued pursuant to the 2019 Note Purchase Agreement (the "2019 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.

Interest on the 2019 Private Placement Notes is payable semi-annually and the 2019 Private Placement Notes are guaranteed by certain of our domestic subsidiaries. We may, at our option, prepay all, or from time to ~~repay~~time any part of, the 2019 Private Placement Notes (without regard to Series), in an amount not less than 5% of the aggregate principal amount of the 2019 Private Placement Notes then outstanding ~~borrowings under~~at 100% of the ~~senior credit facility~~principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2019 Private Placement Notes will have the right to require us to prepay the entire unpaid principal amounts held by each holder of the 2019 Private Placement Notes plus accrued

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and unpaid interest to the prepayment date. The 2019 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with ~~Mizuho on March 30, 2016~~a maximum leverage ratio and ~~used the remaining~~a minimum tangible net ~~proceeds for general corporate purposes.~~worth, and customary events of default. As of December 31, 2020, we were in compliance with all of these covenants.

Lines of Credit

On June 24, 2016, Evercore Partners Services East L.L.C. ("East") entered into a loan agreement with PNC Bank, National Association ("PNC") for a revolving credit facility in an aggregate principal amount of up to $30.0 million, to be used for working capital and other corporate activities. This facility is secured by East's accounts receivable and the proceeds therefrom, as well as certain assets of EGL, including certain of EGL's accounts receivable. In addition, the agreement contains certain reporting covenants, as well as certain debt covenants that prohibit East and us from incurring other indebtedness, subject to specified exceptions. We and our consolidated subsidiaries were in compliance with these covenants as of December 31, ~~2018.~~2020. Drawings under this facility bear interest at the prime rate. On ~~January 2, 2018,~~March 11, 2019, East drew down $30.0 million on this facility, which was repaid on ~~March 2, 2018. The~~May 3, 2019. East amended this facility ~~was most recently renewed~~ on ~~June 21, 2018,~~October 30, 2020 such that, among other things, the interest rate provisions were modified to LIBOR plus 150 basis points and the maturity date was extended to ~~June 21, 2019.~~October 31, 2022 (as amended, the "Existing PNC Facility").

~~ECB maintains~~On July 26, 2019, East entered into an additional loan agreement with PNC for a ~~line of~~revolving credit ~~with BBVA Bancomer to fund its trading activities on~~facility in an ~~intra-day and overnight basis. The facility has a maximum~~ aggregate principal amount of ~~approximately $10.2~~up to $20.0 million, to be used for working capital and ~~is secured by trading securities. No interest is charged on the intra-day facility.~~other corporate activities. The ~~overnight~~ facility is ~~charged~~unsecured. In addition, the ~~Inter-Bank Balance Interest Rate~~agreement contains certain reporting requirements and debt covenants consistent with the Existing PNC Facility. We and our consolidated subsidiaries were in compliance with these covenants as of December 31, 2020. On October 30, 2020, East amended this facility such that, among other things, the revolving credit facility has increased to an aggregate principal amount of $30.0 million. Drawings under this facility will bear interest at LIBOR plus 10180 basis ~~points.~~points and the maturity date was extended to October 31, 2022. East is only permitted to borrow under this facility if there is no undrawn availability under the Existing PNC Facility and must repay indebtedness under this facility prior to repaying indebtedness under the Existing PNC Facility. There have been no ~~significant draw downs on ECB's line~~drawings under this facility as of ~~credit since August 10, 2006. The line~~December 31, 2020.

In addition, EGL's clearing broker provides temporary funding for the settlement of ~~credit is renewable annually.~~securities transactions.

Other Commitments

We have a long-term liability, Amounts Due Pursuant to Tax Receivable Agreements, which requires payments to certain Senior Managing Directors. This liability was re-measured following the decrease in income tax rates in the U.S. in 2018 and future years in conjunction with the enactment of the Tax Cuts and Jobs Act on December 22, ~~2017, which resulted in a reduction of $77.5 million to the liability, for the year ended December 31,~~ 2017.

We had subordinated borrowings, principally with an executive officer of the Company, due on October 31, 2019. These borrowings had a coupon of 5.5%, payable semi-annually. In March 2018, we repaid $6.7 million of the original borrowings and in May 2018, we repaid the remaining $0.1 million of the original borrowings. In February and April 2017, we repaid $6.0 million and $3.8 million, respectively, of the original borrowings.

We have made certain capital commitments with respect to our investment activities, as well as commitments related to contingent consideration from our acquisitions, which are included in the Contractual Obligations section below.

We had a commitment at December 31, 2018 for contingent consideration related to an arrangement with the former employer of certain Real Estate Capital Advisory ("RECA") employees. For further information see Note 5 to our consolidated financial statements.

Pursuant to deferred compensation and deferred consideration arrangements, we are obligated to make cash payments in future periods. Further, we make investments to hedge the economic risk of the return on deferred compensation. For further information see ~~Note 18~~Notes 8 and 19 to our consolidated financial statements.

Certain of our subsidiaries are regulated entities and are subject to capital requirements. For further information see Note 2021 to our consolidated financial statements.

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On July 1, 2018, we entered into a new lease agreement for office space at our headquarters at 55 East 52nd St., New York, New ~~York.~~York, and subsequently entered into an amendment to this lease agreement for additional office space, as well as extending our original commitment, on December 6, 2019. We expect to spend approximately ~~$20~~$9.0 million, net of a tenant improvement allowance, to improve the premises under this lease over the next twelve months. Our work at these premises, which was temporarily suspended at the end of the first quarter as a result of the COVID-19 pandemic, resumed in June. For further information see Note 1910 to our consolidated financial ~~statements.~~statements and COVID-19 in "Results of Operations."

Collateralized Financing Activity at ECB

Our ECB ~~enters~~business was sold in December 2020. See Note 5 to our consolidated financial statements for further information. Prior to its sale, our ECB business entered into repurchase agreements with clients seeking overnight money market returns whereby ECB ~~transfers~~transferred to the clients Mexican government securities in exchange for cash and concurrently ~~agrees~~agreed to repurchase the securities at a future date for an amount equal to the cash exchanged plus a stipulated premium or interest factor. ECB ~~deploys~~deployed the cash received from, and ~~acquires~~acquired the securities deliverable to, clients under these repurchase

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arrangements by purchasing securities in the open market or by entering into reverse repurchase agreements with unrelated third parties. We ~~account~~accounted for these repurchase and reverse repurchase agreements as collateralized financing transactions. We ~~record~~recorded a liability on our Consolidated Statements of Financial Condition in relation to repurchase transactions executed with clients as Securities Sold Under Agreements to Repurchase. We ~~record~~recorded as assets on our Consolidated Statements of Financial Condition, Financial Instruments Owned and Pledged as Collateral at Fair Value (where we ~~have~~had acquired the securities deliverable to clients under these repurchase arrangements by purchasing securities in the open market) and Securities Purchased Under Agreements to Resell (where we ~~have~~had acquired the securities deliverable to clients under these repurchase agreements by entering into reverse repurchase agreements with unrelated third parties). These Mexican government securities included in Financial Instruments Owned and Pledged as Collateral at Fair Value on the Consolidated Statements of Financial Condition ~~have an estimated average time to maturity of approximately 2.2 years, as of December 31, 2018, and are~~were pledged as collateral against repurchase agreements, which ~~are~~were collateralized financing agreements. Generally, collateral iswas posted equal to the contract value at inception and iswas subject to market changes. These repurchase agreements ~~are~~were primarily with institutional customer accounts managed by ECB, generally ~~mature~~matured within one business day and ~~permit~~permitted the counterparty to pledge the securities. Increases and decreases in asset and liability levels related to these transactions ~~are~~were a function of growth in ECB's AUM, as well as clients' investment allocations requiring positioning in repurchase transactions.

ECB has procedures in place to monitor the daily risk limits for positions taken, as well as the credit risk based on the collateral pledged under these agreements against their contract value from inception to maturity date. The daily risk measure is Value at Risk, ("VaR"), which is a statistical measure, at a 98% confidence level, of the potential daily losses from adverse market movements in an ordinary market environment based on a historical simulation using the prior year's historical data. ECB's Risk Management Committee (the "Committee") has established a policy to maintain VaR at levels below 0.1% of the value of the portfolio. If at any point in time the threshold is exceeded, ECB personnel are alerted by an automated interface with ECB's trading systems and begin to make adjustments in the portfolio in order to mitigate the risk and bring the portfolio in compliance. Concurrently, ECB personnel must notify the Committee of the variance and the actions taken to reduce the exposure to loss.

In addition to monitoring VaR, ECB periodically performs discrete stress tests ("Stress Tests") to assure that the level of potential losses that would arise from extreme market movements that may not be anticipated by VaR measures are within acceptable levels. The table below includes a key stress test monitored by the Committee, noted as the sensitivity to a 100 basis point change in interest rates. This analysis assists ECB in understanding the impact of an extreme move in rates, assuring the Collateralized Financing portfolio is structured to maintain risk at an acceptable level, even in extreme circumstances.

The Committee meets monthly to analyze the overall market risk exposure based on positions taken, as well as the credit risk, based on the collateral pledged under these agreements against the contract value from inception to maturity date. In these meetings the Committee evaluates risk from an operating perspective, VaR, and an exceptional perspective, Stress Tests, to determine the appropriate level of risk limits in the current environment.

~~We periodically assess the collectability~~There were no remaining assets or ~~credit quality~~liabilities related to ~~securities purchased under agreements~~collateralized financing activities as of December 31, 2020. See Note 5 to ~~resell.~~

our consolidated financial statements for further information. As of December 31, ~~2018 and 2017,~~2019, a summary of ECB's assets, liabilities and risk measures related to its collateralized financing activities iswas as follows:



	December 31, 2019
		Amount		Market Value of Collateral Received or (Pledged)

		(dollars in thousands)
Assets
Financial Instruments Owned and Pledged as Collateral at Fair Value		$	12,431
Securities Purchased Under Agreements to Resell		13,566		$	13,572
Total Assets		$	25,997
Liabilities
Securities Sold Under Agreements to Repurchase		$	(26,000)	$	(25,992)
Net Liabilities		$	(3)
Risk Measures
VaR		$	1
Stress Test:
Portfolio sensitivity to a 100 basis point increase in the interest rate		$	(1)
Portfolio sensitivity to a 100 basis point decrease in the interest rate		$	1

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December 31,
2018 2017
Amount Market Value of Collateral Received or (Pledged) Amount Market Value of Collateral Received or (Pledged)
(dollars in thousands)
Assets
Financial Instruments Owned and Pledged as Collateral at Fair Value $ 22,349
$ 19,374

Securities Purchased Under Agreements to Resell 2,696
$ 2,701
10,645
$ 10,643
Total Assets $ 25,045
$ 30,019

Liabilities
Securities Sold Under Agreements to Repurchase (25,075 ) $ (25,099 ) (30,027 ) $ (30,020 )
Net Liabilities $ (30 ) $ (8 )
Risk Measures
VaR $ 6
$ 1

Stress Test:
Portfolio sensitivity to a 100 basis point increase in the interest rate $ (1 ) $ (1 )
Portfolio sensitivity to a 100 basis point decrease in the interest rate $ 1
$ 1

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, ~~2018:~~2020:


	Payment Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years

	(dollars in thousands)
Operating Lease Obligations	$	646,711	$	53,532	$	90,038	$	78,072	$	425,069
Tax Receivable Agreements	86,751		9,891		20,586		19,572		36,702
Notes Payable	505,236		54,883		97,160		24,904		328,289
Investment Banking Commitments(1)	274		274		—		—		—
Investment Management Commitments	11,975		11,975		—		—		—
Total	$	1,250,947	$	130,555	$	207,784	$	122,548	$	790,060

Payment Due by Period
Total Less than 1 year 1-3 years 3-5 years More than
5 years
(dollars in thousands)
Operating Lease Obligations $ 585,756
$ 36,537
$ 78,620
$ 67,149
$ 403,450
Tax Receivable Agreements 103,572
9,161
19,304
20,002
55,105
Notes Payable 219,142
8,937
54,947
79,414
75,844
Investment Banking Commitments 88,772
20,116
24,846
43,810
—
Investment Management Commitments 15,244
15,244
—
—
—
Total $ 1,012,486
$ 89,995
$ 177,717
$ 210,375
$ 534,399
(1) Excludes unvested deferred compensation commitments. See Note 19 to our consolidated financial statements for further information.

On July 1, 2018, we entered into a new lease agreement for office space at our headquarters at 55 East 52nd St., New York, New York. Under the terms of the agreement, we committed to extend the lease term for our current space and add space on up to seven additional floors, three of which commenced as of the lease’s effective date. We anticipate we will take possession of the remainder of these floors over the next ~~five~~three years. ~~The~~On December 6, 2019, the lease was modified to add an additional floor and to extend the lease term for all current and prospective space ~~will~~to end on ~~June 30, 2034.~~December 31, 2035. When all floors have commenced, we will have approximately ~~350 thousand~~375,000 square feet of space at this location. For further information see Note 1910 to our consolidated financial statements.

We had total commitments (not reflected on our Consolidated Statements of Financial Condition) relating to future capital contributions to private equity funds of ~~$15.2~~$12.0 million and ~~$3.4~~$13.8 million as of December 31, ~~2018~~2020 and ~~2017,~~2019, respectively. We expect to fund these commitments with cash flows from operations. We may be required to fund these commitments at any time through June 2028, depending on the timing and level of investments by our private equity funds.

We also had a commitment at December 31, 2018 for contingent consideration related to an arrangement with the former employer of certain RECA employees. For further information see Note 5 to our consolidated financial statements.

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Off-Balance Sheet Arrangements

We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any leasing activities that expose us to any liability that is not reflected in our consolidated financial statements.

Market Risk and Credit Risk

We, in general, are not a capital-intensive organization and as such, are not subject to significant market or credit risks. Nevertheless, we have established procedures to assess both the market and credit risk, as well as specific investment risk, exchange rate risk and credit risk related to receivables.

Market and Investment Risk

We hold equity securities and invest in exchange-traded funds and mutual funds, principally as an economic hedge against our deferred compensation program. As of December 31, ~~2018,~~2020, the fair value of our investments with these products, based on closing prices, was ~~$55.0~~$107.9 million.

We estimate that a hypothetical 10%, 20% and 30% adverse change in the market value of the investments would have resulted in a decrease in pre-tax income of approximately ~~$5.5~~$10.8 million, $21.6 million and $32.4 million, respectively, for the year ended December 31, ~~2018.~~2020.

In February 2020, we entered into four-month futures contracts on a stock index fund with a notional amount of $38.9 million, and in April 2019, we entered into three-month futures contracts on a stock index fund with a notional amount of $14.8 million, as an economic hedge against our deferred cash compensation program. These contracts settled in June 2020 and June 2019, respectively. In accordance with ASC 815 "Derivatives and Hedging" ("ASC 815"), these contracts were carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated

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Statements of Operations. We had realized gains (losses) of ($4.0) million and $0.1 million for the years ended December 31, 2020 and 2019, respectively.

See ~~"Liquidity~~"-Liquidity and Capital Resources" above for a discussion of collateralized financing transactions at ECB.

Private Equity Funds

Through our principal investments in private equity funds and our ability to earn carried interest from these funds, we face exposure to changes in the estimated fair value of the companies in which these funds invest. Valuations and analysis regarding our investments in Trilantic and Glisco are performed by their respective professionals, and thus we are not involved in determining the fair value for the portfolio companies of such funds.

We estimate that a hypothetical 10% adverse change in the value of the private equity funds would have resulted in a decrease in pre-tax income of approximately ~~$0.7~~$1.5 million for the year ended December 31, ~~2018.~~2020.

Exchange Rate Risk

We have foreign operations, through our subsidiaries and affiliates, primarily in ~~the United Kingdom~~Europe, Asia and Mexico (currently in wind-down), as well as provide services to clients in other jurisdictions, which creates foreign exchange rate risk. We have not entered into any transactions to hedge our exposure to foreign exchange fluctuations in these subsidiaries through the use of derivative instruments or otherwise. An appreciation or depreciation of any of these currencies relative to the U.S. dollar would result in an adverse or beneficial impact to our financial results. A significant portion of our European, Asian and Latin American revenues and expenses have been, and will continue to be, derived from contracts denominated in foreign currencies (i.e. British Pounds sterling, Euros, Mexican pesos, ~~and~~ Brazilian real, ~~and our European revenue and expenses are denominated primarily in British pounds sterling and euro.~~among others). Historically, the value of these foreign currencies has fluctuated relative to the U.S. dollar. For the year ended December 31, ~~2018,~~2020, the net impact of the fluctuation of foreign currencies recorded in Other Comprehensive Income (Loss) within the Consolidated Statement of Comprehensive Income was ($~~1.2)~~0.7) million. Foreign Currency Gain (Loss), net, within the Consolidated Statement of Comprehensive Income for the year ended December 31, 2020 also included the reclassification of $27.4 million of cumulative foreign currency translation losses to Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2020. It is generally not our intention to hedge our foreign currency exposure in these subsidiaries, and we will reevaluate this policy from time to time. On occasion, we enter into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable in EGL. There were no foreign currency exchange forward contracts outstanding as of December 31, 2018.

Credit Risks

We maintain cash and cash equivalents, as well as certificates of deposit, with financial institutions with high credit ratings. At times, we may maintain deposits in federally insured financial institutions in excess of federally insured ("FDIC") limits or enter into sweep arrangements where banks will periodically transfer a portion of our excess cash position to a money market fund. However, we believe that we are not exposed to significant credit risk due to the financial position of the depository ~~institution~~institutions or investment vehicles in which those deposits are held.

Accounts Receivable consists primarily of advisory fees and expense reimbursements billed to our clients. Other Assets includes long-term receivables from fees related to private funds capital raising. Receivables are reported net of any allowance for doubtful accounts. We maintain an allowance for doubtful accounts to provide coverage for probable losses from our customer receivables and ~~derive~~determine the ~~estimate through specific identification for~~adequacy of the allowance ~~for doubtful accounts~~by estimating the probability of loss based on our analysis of historical credit loss experience of our client receivables, and ~~an assessment~~taking into consideration current market conditions and reasonable and supportable forecasts that affect the collectability of

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the ~~client's creditworthiness.~~reported amount. The Investment Banking and Investment Management receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and fees related to private funds capital raising, which are collected in a period exceeding one year. The collection period for restructuring transaction receivables may exceed 90 days. We recorded ~~minimal~~ bad debt expense of approximately $6.9 million, $10.5 million and $3.4 million for ~~each of~~ the years ended December 31, 2020, 2019 and 2018, ~~and 2017.~~respectively.

As of December 31, ~~2018~~2020 and ~~2017,~~2019, total receivables recorded in Accounts Receivable amounted to ~~$309.1~~$368.3 million and ~~$185.0~~$296.4 million, respectively, net of an allowance for doubtful accounts, and total receivables recorded in Other Assets amounted to ~~$60.9~~$71.0 million and ~~$34.0~~$63.6 million, respectively.

Other Current Assets and Other Assets include arrangements in which an estimate of variable consideration has been included in the transaction price and thereby recognized as revenue that precedes the contractual due date (contract assets). As of December 31, ~~2018,~~2020, total contract assets recorded in Other Current Assets and Other Assets amounted to ~~$2.8~~$29.3 million and ~~$0.5~~

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$5.3 million, respectively. As of December 31, 2019, total contract assets recorded in Other Current Assets and Other Assets amounted to $31.5 million and $2.5 million, respectively.

With respect to our ~~Marketable~~Investment Securities portfolio, which is comprised primarily of highly-rated corporate and municipal bonds, treasury bills, exchange-traded funds, mutual funds and securities investments, we manage our credit risk exposure by limiting concentration risk and maintaining investment grade credit quality. As of December 31, ~~2018,~~2020, we had ~~Marketable~~Investment Securities of ~~$204.6 million,~~$1.1 billion, of which ~~73%~~90% were ~~corporate and municipal securities and~~ treasury ~~bills and notes, primarily with S&P ratings ranging from AAA to BB+.~~bills.

Critical Accounting Policies and Estimates

The consolidated financial statements included in this report are prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions regarding future events that affect the amounts reported in our consolidated financial statements and their notes, including reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base these estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the presentation of our financial condition and results of operations and require management's most difficult, subjective and complex judgments.

Revenue Recognition

We adopted ~~ASU~~Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), effective January 1, 2018 using the modified retrospective method of transition applied to contracts which were not completed as of January 1, 2018. ASU 2014-09 creates ASC 606, ~~"Revenue from Contracts with Customers,"~~ ~~("ASC 606"),~~ which provides a five step model to revenue recognition as follows:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

We apply this model to our Investment Banking and Asset Management revenue streams. ~~Prior to January 1, 2018, we recorded revenue in accordance with ASC 605,~~ ~~"Revenue Recognition"~~ ~~("ASC 605").~~Under ASC 605, we recognized success related advisory fees upon closing of the transaction regardless of the probability of the outcome, which differs under ASC 606 as described further below. Furthermore, ASC 605 allowed expenses related to underwriting transactions to be reflected net in related revenues; under ASC 606, those expenses are presented gross in the results of operations.

Investment Banking Revenue

We earn investment banking fees from clients for providing advisory services on strategic matters, including mergers, acquisitions, divestitures, leveraged buyouts, restructurings, activism and defense and similar corporate finance matters. Our Investment Banking services also include services related to securities underwriting, private placement services and commissions for agency-based equity trading services and equity research. Revenue is recognized as we satisfy performance obligations, upon transfer of control of promised services to customers in an amount that reflects the consideration we expect to receive in exchange for these services. Our contracts with customers may include promises to transfer multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For performance obligations satisfied over time, determining a measure of progress requires us to

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make significant judgments that affect the timing of revenue recognized. For certain advisory services, we have concluded that performance obligations are satisfied over time. This is based on the premise that we transfer control of services and the client simultaneously receives benefits from these services over the course of an engagement. For performance obligations satisfied at a point in time, determining when control transfers requires us to make significant judgments that affect the timing of when revenue is recognized. ~~We record Investment Banking Revenue on the Consolidated Statements of Operations for the following:~~

In general, advisory fees are paid at the time we sign an engagement letter, during the course of the engagement or when an engagement is completed. In some circumstances, and as a function of the terms of an engagement letter, we may receive fixed retainer fees for financial advisory services concurrent with, or soon after, the execution of the engagement letter or over the course of the engagement, where the engagement letter will specify a future service period associated with those fees. We may also receive announcement fees upon announcement of a transaction in addition to success fees upon closing of a transaction or another defined outcome, both of which represent variable consideration. This variable consideration will be included in the transaction price, as defined, and recognized as revenue to the extent that it is probable that a significant reversal of revenue will not occur. When assessing probability, we apply careful analysis and judgment to the remaining factors necessary for completion of a transaction, including factors outside of our control. A transaction can fail to be completed for

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many reasons which are outside of our control, including failure of parties to agree upon final terms, to secure necessary board or shareholder approvals, to secure necessary financing, or to achieve necessary regulatory approvals, or due to adverse market conditions. In the case of bankruptcy engagements, fees are subject to approval of the court.

With respect to retainer, announcement and success fees, there are no distinct performance obligations aside from advisory activities, which are generally focused on achieving a milestone (typically, the announcement and/or the closing of a transaction). These advisory services are provided over time throughout the contract period. We recognize revenue when distinct services are performed and when it is probable that a reversal of revenue will not occur, which is generally upon the announcement or closing of a transaction. Accordingly, in any given period, advisory fees recognized for certain transactions may relate to services performed in prior periods. In circumstances in which retainer fees are received in advance of services, these fees are initially recorded as deferred revenue (a contract liability), which is recorded in Other Current Liabilities on the Consolidated Statements of Financial Condition, and subsequently recognized as advisory fee revenue in Advisory Fees on the Consolidated Statements of Operations during the applicable time period within which the service is rendered. Announcement fees for advisory services are recognized upon announcement (the point at which it is determined that the reversal of revenue is not probable) and all other requirements for revenue recognition are satisfied. A portion of the announcement fee may be deferred based on the services remaining to be completed, if any. Success fees for advisory services, such as merger and acquisition advice, are recognized when it is determined that the reversal of revenue is not probable and all other requirements for revenue recognition are satisfied, which is generally at closing of the transaction.

With respect to fairness or valuation opinions, fees are fixed and there is a distinct performance obligation, since the opinion is rendered separate from any other advisory activities. Revenues related to fairness or valuation opinions are recognized at the point in time when the opinion has been rendered and delivered to the ~~client and when it is no longer probable that a reversal of revenue may occur.~~client. In the event we were to receive an opinion or success fee in advance of the completion conditions noted above, such fee would initially be recorded as deferred revenue (a contract liability) in Other Current Liabilities on the Consolidated Statements of Financial Condition and subsequently recognized as advisory fee revenue in Advisory Fees on the Consolidated Statements of Operations when the conditions of completion have been satisfied.

Placement fee revenues are attributable to capital raising on both corporations and financial sponsors. We recognize placement fees in accordance with the terms of the engagement letter, which are generally contingent on the achievement of a capital commitment by an investor, at the time of the client's acceptance of capital or capital commitments.

Underwriting fees are attributable to public and private offerings of equity and debt securities and are recognized at the point in time when the offering has been deemed to be completed by the lead manager of the underwriting group. When the offering is completed, the performance obligation has been satisfied and we recognize the applicable management fee, selling concession and underwriting fee. Offering expenses are presented gross in the Consolidated Statements of Operations.

Commissions and Related Fees include commissions received from customers for the execution of agency-based brokerage transactions in listed and over-the-counter equities. The execution of each trade order represents a distinct performance obligation and the transaction price at the point in time of trade order execution is fixed. Trade execution is satisfied at the point in time that the customer has control of the asset and as such, fees are recorded on a trade date basis or, in the case of payments under commission sharing arrangements, when earned. We also earn subscription fees for the sales of research. The delivery of research under subscription arrangements represents a distinct performance obligation that is satisfied over time. The fees are fixed and are recognized over the period in which the performance obligation is satisfied. Cash received before the subscription period ends is

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initially recorded as deferred revenue (a contract liability) in Other Current Liabilities on the Consolidated Statements of Financial Condition, and is recognized in Commissions and Related Fees on the Consolidated Statements of Operations ratably over the period in which the related services are rendered.

Taxes collected from customers and remitted to governmental authorities are presented on a net basis on the Consolidated Statements of Operations.

Investment Management Revenue

Our Investment Management business generates revenues from the management of client assets and through interests in private equity funds which are not managed by us. Our contracts with customers may include promises to transfer multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For performance obligations satisfied over time, determining a measure of progress requires us to make significant judgments that affect the timing of revenue recognized.

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Asset management fees for third-party clients are generally based on the value of the assets under management and any performance fees that may be negotiated with the client. The management of asset portfolios represents a distinct performance obligation that is satisfied over time. These fees are generally recognized over the period that the related services are provided and in which the performance obligation is satisfied, based upon the beginning, ending or average value of the assets for the relevant period. Fees paid in advance of services rendered are initially recorded as deferred revenue (a contract liability), which is recorded in Other Current Liabilities on the Consolidated Statements of Financial Condition, and are recognized in Asset Management and Administration Fees on the Consolidated Statements of Operations ratably over the period in which the related service is rendered. Generally, to the extent performance fee arrangements have been negotiated, these fees are earned when the likelihood of clawback is mathematically improbable.

Fees generated for serving as an independent fiduciary and/or trustee are either based on a flat fee, are pre-negotiated with the client or are based on the value of assets under administration. The management of assets under administration represents a distinct performance obligation that is satisfied over time. For ongoing engagements, fees are billed monthly or quarterly either in advance or in arrears. Fees paid in advance of services rendered and satisfaction of the performance obligation are initially recorded as deferred revenue (a contract liability) in Other Current Liabilities on the Consolidated Statements of Financial Condition, and are recognized in Asset Management and Administration Fees on the Consolidated Statements of Operations ratably over the period in which the related services are rendered and the performance obligation is satisfied.

We record performance fee revenue from the private equity funds when the returns on the private equity funds' investments exceed certain threshold minimums. These performance fees, or carried interest, are computed in accordance with the underlying private equity funds' partnership agreements and are based on investment performance over the life of each investment partnership. We record performance fees upon the earlier of the termination of the investment fund or when the likelihood of clawback is mathematically improbable.

Accounts Receivable consists primarily of investment banking fees and expense reimbursements charged to our clients. We record Accounts Receivable, net of any allowance for doubtful accounts, when relevant revenue recognition criteria has been achieved and payment is conditioned on the passage of time. We maintain an allowance for doubtful accounts to provide coverage for estimated losses from our client receivables. We adopted ASU No. 2016-13 "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") on January 1, 2020, using a modified retrospective method of transition. We recorded a cumulative-effect adjustment to decrease retained earnings by $1.3 million as of January 1, 2020. Following the adoption of ASU 2016-13, we determine the adequacy of the allowance by estimating the probability of loss based on our analysis of historical credit loss experience of our client receivables, and taking into consideration current market conditions and reasonable and supportable forecasts that affect the ~~client's creditworthiness~~collectability of the reported amount. We have determined that long-term forecasted information is not relevant to our fee receivables, which are primarily short-term. We update our average credit loss rates periodically and ~~specifically reserve against exposure where~~maintain a quarterly allowance review process to consider current factors that would require an adjustment to the credit loss allowance. In addition, we ~~determine~~periodically perform a qualitative assessment to monitor risks associated with current and forecasted conditions that may require an adjustment to the ~~receivables~~expected credit loss rates. Expected credit losses for newly recognized financial assets and changes to expected credit losses during the period are ~~impaired, which may include situations where a fee is~~recognized in ~~dispute or litigation has commenced.~~earnings.

The Investment Banking and Investment Management receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and fees related to private funds capital raising, which are collected in a period exceeding one year. The collection period for restructuring transaction receivables may exceed 90 days. Receivables that are collected in a period exceeding one year are reflected in Other Assets on the Consolidated Statements of Financial Condition.

We record contract assets within Other Current Assets and Other Assets on the Consolidated Statements of Financial Condition when payment is due from a client conditioned on future performance or the occurrence of other events. We also recognize a contract asset for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year. We apply a practical expedient to expense costs to obtain a contract as incurred when the amortization period is one year or less.

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Valuation

The valuation of our investments in securities and of our ~~financial~~ investments in ~~the~~private equity funds which we do not manage impacts both the carrying value of direct investments and the determination of management and performance fees, including carried interest. ~~Effective January 1, 2008, we adopted~~Per ASC 820, ~~which among other things requires enhanced disclosures~~we disclose information about financial instruments carried at fair ~~value. See Note 11 to~~value, including their classification in the ~~consolidated financial statements for further information.~~fair value hierarchy. Level I1 investments include treasury bills, financial instruments owned and pledged as collateral, ~~and~~ readily-marketable equity ~~securities.~~securities and investment funds. Level II2 investments include our investments in corporate and municipal bonds and other debt securities. See Note 12 to our consolidated financial statements for further information.

~~We adopted~~ ASC 825, "Financial Instruments" ~~("ASC 825"), which~~ permits entities the option to measure most financial instruments and certain other items at fair value at specified election dates and to report related unrealized gains and losses in earnings. We have not elected to apply the fair value option to any specific financial assets or liabilities.

~~Marketable~~

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Investment Securities and Futures Contracts

~~Marketable~~Investment Securities include investments in U.S. treasury securities, corporate, municipal and other debt securities and investments in readily-marketable equity securities, which are accounted for under ASC 320-10, "Investments - Debt Securities" and ASC 321-10, "Investments - Equity Securities" following the adoption of ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01") in January 2018. ~~The~~These securities are carried at fair value on the Consolidated Statements of Financial Condition; ~~the~~ debt securities are valued based on quoted prices that exist in the marketplace for similar issues and ~~the~~ equity securities are valued using quoted market prices on applicable exchanges or markets. ~~Marketable~~Investment Securities transactions are recorded as of the trade date. We also periodically enter into futures contracts. In accordance with ASC 815, futures contracts are carried at fair value.

We invest in readily marketable debt and equity securities, ~~which are managed by EWM,~~ as well as in a portfolio of exchange-traded funds and mutual funds, and periodically enter into futures contracts, as an economic hedge against our deferred cash compensation program. ~~The debt~~Debt securities are classified as available-for-sale and any unrealized gains and losses are recorded as net increases or decreases to Accumulated Other Comprehensive Income (Loss), net of tax, and realized gains and losses on these securities are included in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations. Realized and unrealized gains and losses on ~~the~~ equity securities are recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations beginning on January 1, 2018, ~~from~~following the application of ASU 2016-01. Realized and unrealized gains and losses on futures contracts are recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations. EGL and our other broker-dealers also ~~invests~~invest in a fixed income ~~portfolio~~portfolios consisting primarily of U.S. treasury securities, ~~and~~ municipal bonds and other debt securities, which are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations, as required for broker-dealers in securities.

Financial Instruments Owned and Pledged as Collateral at Fair Value

Our Financial Instruments Owned and Pledged as Collateral at Fair Value consist principally of foreign government obligations, which are recorded on a trade-date basis and are stated at quoted market values. Related gains and losses are reflected in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations. We pledge our Financial Instruments Owned and Pledged as Collateral at Fair Value to collateralize certain financing arrangements which permits the counterparty to pledge the securities. Our ECB business was sold in December 2020; following the sale, there are no remaining Financial Instruments Owned and Pledged as Collateral at Fair Value. See Notes 5 and 9 to our consolidated financial statements for further information.

Equity and Other Deferred Compensation

We account for share-based payments in accordance with ASC 718, "Compensation – Stock Compensation" ("ASC 718"). We grant certain employees performance-based awards that vest upon the occurrence of ~~certain~~ performance criteria being achieved. Compensation cost is accrued if it is probable that the performance condition will be achieved and is not accrued if it is not probable that the performance condition will be achieved. Significant judgment is required in determining the probability that the performance criteria will be achieved. The fair value of these awards ~~that vest from one to five years are~~is amortized over the vesting period or requisite substantive service period, as required by ASC 718. See Note 1819 to our consolidated financial statements for further information.

Income Taxes

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from future taxable income, and, to the extent we believe that recovery is not more-likely-than-not, we must establish a valuation allowance. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the level of historical taxable income, scheduled reversals of deferred taxes, projected future taxable income and tax planning strategies that can be implemented by us in making this assessment. If actual results differ from these estimates or we adjust these estimates in

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future periods, we may need to adjust our valuation allowance, which could materially impact our consolidated financial condition and results of operations.

~~We adopted~~Per ASU No. 2016-09, ~~effective January 1, 2017.~~ "Improvements to Employee Share-Based Payment Accounting" ("ASU ~~2016-09 requires that~~2016-09"), the tax deduction associated with the appreciation in our share price upon vesting of employee share-based awards above the original grant price beis reflected in income tax expense. See Note 2 to our consolidated financial statements for further information.

In addition, in order to determine the quarterly tax rate, we are required to estimate full year pre-tax income and the related annual income tax expense in each jurisdiction. Changes in the geographic mix or estimated level of annual pre-tax income can affect our overall effective tax rate. Furthermore, our interpretation of complex tax laws may impact our measurement of current and deferred income taxes.

ASC 740 provides a benefit recognition model with a two-step approach consisting of "more-likely-than-not" recognition criteria, and a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. This standard also requires the recognition of liabilities created by differences between tax positions taken in a tax return and amounts recognized in the financial statements. See Note 2122 to our consolidated financial statements herein in regard to the impact of the adoption of this standard on the consolidated financial statements.

The majority of the deferred tax assets relate to the U.S. operations of the Company. The realization of the deferred tax assets is primarily dependent on the amount of the Company's historic and projected future taxable income for its U.S. and foreign operations. In ~~2018~~2020 and ~~2017,~~2019, we performed an assessment of the ultimate realization of our deferred tax assets and determined that the Company should have sufficient future taxable income in the normal course of business to fully realize the portion of the deferred tax assets associated with its U.S. operations and management has concluded that it is more-likely-than-not the deferred tax assets will be realized. We also concluded that the net deferred tax assets of certain foreign subsidiaries required a valuation allowance. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. See Note 2122 to our consolidated financial statements for further information.

The Company estimates that Evercore Inc. must generate approximately $1 billion of future taxable income to realize the gross deferred tax asset balance, including the valuation allowance, of approximately ~~$260~~$334 million. The deferred tax balance is expected to reverse primarily over a period ranging from 5 to 15 taxable years. The Company evaluated Evercore Inc.'s historical U.S. taxable income, which has averaged approximately ~~$120~~$254 million per year over the past 7 years, as well as the anticipated taxable income of approximately ~~$529~~$484 million in ~~2018,~~2020, and taxable income in the future, which indicates sufficient taxable income to support the realization of these deferred tax assets. To the extent enough taxable income is not generated in the 15 year estimated reversal period, the Company can carry forward net operating losses indefinitely, but limited to 80% of taxable income for that year under the enactment of the Tax Cuts and Jobs Act on December 22, 2017.

Impairment of Assets

In accordance with ASC 350, we test goodwill for impairment annually, as of November 30^th, or more frequently if circumstances indicate impairment may have occurred. In this process, we make estimates and assumptions in order to determine the fair value of our reporting units and to project future earnings using valuation techniques. We use our best judgment and information available to us at the time to perform this review. Because our assumptions and estimates are used in projecting future earnings as part of the valuation, actual results could differ. Intangible assets with finite lives are amortized over their estimated useful lives which are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable as prescribed by ASC 360, "Property, Plant, and Equipment."

We test goodwill for impairment at the reporting unit level. In determining the fair value for each reporting unit, we utilize either a market multiple approach and/or a discounted cash flow methodology based on the adjusted cash flows from operations. The market multiple approach includes applying the average earnings multiples of comparable public companies for their respective reporting segment multiplied by the forecasted earnings of the respective reporting unit to yield an estimate of fair value. The discounted cash flow methodology begins with the adjusted cash flows from each of the reporting units and uses a discount rate that reflects the weighted average cost of capital adjusted for the risks inherent in the future cash flows.

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We adopted ASU No. 2017-04,"Simplifying the Test for Goodwill Impairment" ("ASU 2017-04") effective April 1, 2017. ASU 2017-04 eliminates Step 2 from the goodwill impairment test and requires companies to recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value. See Note 2 to our consolidated financial statements for further information.

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In addition to goodwill and intangible assets, we annually assess our equity method investments for impairment (or more frequently if circumstances indicate impairment may have occurred) per ASC 323-10.

We concluded there was no impairment of goodwill, intangible assets or equity method investments during the year ended December 31, ~~2018.~~

2020. We recorded an impairment ~~charge~~charges of ~~$14.4~~$1.7 million for the year ended December 31, ~~2017~~2020, related to the impairment of assets resulting from the wind-down of our ~~former equity method investment~~businesses in ~~G5.~~ Mexico. See Note 5 to our consolidated financial statements for further information.

We recorded ~~a goodwill~~ impairment ~~charge~~charges of ~~$7.1~~$2.9 million for the year ended December 31, ~~2017~~2019 related to the goodwill in our Institutional Asset Management reporting unit, which resulted in a decrease of ~~$3.7~~$1.9 million to Net Income Attributable to Evercore Inc. (after adjustments for noncontrolling interest and income taxes). We concluded there was no impairment of intangible assets or ~~our other~~ equity method investments during the year ended December 31, ~~2017. We recorded an impairment charge of $8.1 million for the year ended December 31, 2016 related~~2019. See Note 5 to our ~~equity method investment in Atalanta Sosnoff and~~consolidated financial statements for further information.

We concluded there was no impairment of goodwill, intangible assets or ~~our other~~ equity method investments during the year ended December 31, ~~2016.~~2018.

Variable Interest Entities

Our policy is to consolidate all subsidiaries in which we have a controlling financial interest, as well as any variable interest entities ("VIEs") where we are deemed to be the primary beneficiary, when we have the power to make the decisions that most significantly affect the economic performance of the VIE and have the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. We review factors, including the rights of the equity holders and obligations of equity holders to absorb losses or receive expected residual returns, to determine if the investment is a VIE. In evaluating whether we are the primary beneficiary, we evaluate our economic interests in the entity held either directly or indirectly by us. The consolidation analysis is generally performed qualitatively. This charge resulted in a decrease of $4.0 million to Net Income Attributable to Evercore Inc. (after adjustments for noncontrolling interest and income taxes) for the year ended December 31, 2016. See Notes 5 and 10 to our consolidated financial statements for further information.analysis, which requires judgment, is performed at each reporting date.

Recently Issued Accounting Standards

For a discussion of other recently issued accounting standards and their impact or potential impact on ~~the Company's~~our consolidated financial statements, see Note 3 to our consolidated financial statements.

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Item 7A.			Quantitative and Qualitative Disclosures About Market Risk

See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Credit Risk." We do not believe we face any material interest rate risk, foreign currency exchange risk, equity price risk or other market risk except as disclosed in Item 7 " – Market Risk and Credit Risk" above.

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Item 8.			Financial Statements and Supplemental Data



~~Item 8.~~			~~Financial Statements and Supplemental Data~~




Index to Financial Statements	Page
Report of Independent Registered Public Accounting Firm		5956
Consolidated Statements of Financial Condition		6058
Consolidated Statements of Operations		6159
Consolidated Statements of Comprehensive Income		6260
Consolidated Statements of Changes in Equity		6361
Consolidated Statements of Cash Flows		6462
Notes to Consolidated Financial Statements		6564
Supplemental Financial Information
Consolidated Quarterly Results of Operations (unaudited)		~~113~~114

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors ~~and Stockholders~~ of

Evercore Inc.

New York, New York

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial condition of Evercore Inc. and subsidiaries (the ~~"Company"~~“Company”) as of December 31, ~~2018~~2020 and ~~2017,~~2019, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, ~~2018,~~2020, and the related notes (collectively referred to as the ~~"consolidated~~“consolidated financial ~~statements"~~statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2018~~2020 and ~~2017,~~2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2018,~~2020, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the ~~Company's~~Company’s internal control over financial reporting as of December 31, ~~2018,~~2020, based on criteria established in Internal ~~Control -~~ Control—Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commissionand our report dated February ~~22, 2019,~~25, 2021, expressed an unqualified opinion on the ~~Company's~~Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Investment Banking Advisory Revenue - Success Fees - Refer to Notes 2 and 4 to the consolidated financial statements

Critical Audit Matter Description

The Company recognizes investment banking advisory revenue that includes success fees for investment banking advisory services as performance obligations are fulfilled and these advisory services are provided to the Company’s clients. However, the recognition of success fees, which are included in investment banking advisory revenue, is generally constrained until substantially all services have been provided, specified conditions have been met and it is probable that a significant reversal of

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the applicable revenue will not occur in a future period. In certain instances, success fees may meet the criteria for recognition during a given reporting period although the transaction closed subsequent to the reporting period end.

The Company applies careful analysis and judgment to the remaining factors necessary for completion of a transaction, including any factors outside of their control, to determine whether it is probable a significant reversal of the success fee revenue will not occur. A transaction can fail to be completed for many reasons, which are outside of the Company’s control, including but not limited to, failure of parties to agree upon final terms with the counterparty, securing necessary board or shareholder approvals, securing necessary financing or to achieve necessary regulatory approvals, or due to adverse market conditions.

Given the considerations to determine whether it is probable a significant reversal of success fee revenue will not occur at year end, performing audit procedures to evaluate such considerations involved a high degree of auditor judgement.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the timing of recording success fee revenue for investment banking advisory services at year end included the following, among others:

•We tested the effectiveness of controls over recognizing success fees for investment banking advisory services, including those over the timing of revenue recognition.

•We selected a sample of contracts with clients for which revenue was recognized prior to December 31, 2020 as well as the period subsequent to year end and performed the following:

–Evaluated whether the Company appropriately identified performance obligations and recognized revenue in the correct period by obtaining and evaluating evidence, including, but not limited to, inquiry with management, transaction close documents, press releases, confirmations, court approvals, executed agreements and communications, regarding the extent of uncertainty associated with variable consideration.

–Evaluated the accuracy of management’s calculation of investment banking advisory services fees by recalculating the revenue amounts and comparing our expectation to management’s calculation.

–Evaluated whether it was probable that a significant reversal of the applicable revenue would not occur.

/s/ DELOITTE & TOUCHE LLP

New York, New York

February ~~22, 2019~~

25, 2021

We have served as the ~~Company's~~Company’s auditor since 2003.

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EVERCORE INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except share data)


	December 31,							December 31,
	2018			2017				2020		2019
Assets							Assets
Current Assets							Current Assets
Cash and Cash Equivalents	$	790,590		$	609,587		Cash and Cash Equivalents	$	829,598	$	633,808
Marketable Securities and Certificates of Deposit	304,627			128,559
Investment Securities and Certificates of Deposit (includes available-for-dale debt securities with an amortized cost of $402,824 and $114,204 at December 31, 2020 and 2019, respectively)							Investment Securities and Certificates of Deposit (includes available-for-dale debt securities with an amortized cost of $402,824 and $114,204 at December 31, 2020 and 2019, respectively)	1,060,836		623,946

Financial Instruments Owned and Pledged as Collateral at Fair Value	22,349			19,374			Financial Instruments Owned and Pledged as Collateral at Fair Value	0		12,431
Securities Purchased Under Agreements to Resell	2,696			10,645			Securities Purchased Under Agreements to Resell	0		13,566
Accounts Receivable (net of allowances of $6,037 and $2,772 at December 31, 2018 and 2017, respectively)	309,075			184,993
Accounts Receivable (net of allowances of $5,372 and $7,881 at December 31, 2020 and 2019, respectively)							Accounts Receivable (net of allowances of $5,372 and $7,881 at December 31, 2020 and 2019, respectively)	368,346		296,355
Receivable from Employees and Related Parties	23,836			17,030			Receivable from Employees and Related Parties	23,593		22,416

Other Current Assets	28,444			30,017			Other Current Assets	92,231		87,900
Total Current Assets	1,481,617			1,000,205			Total Current Assets	2,374,604		1,690,422

Investments	90,644			98,313			Investments	86,681		89,490
Deferred Tax Assets	241,092			198,894			Deferred Tax Assets	257,862		268,591
Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $89,494 and $70,264 at December 31, 2018 and 2017, respectively)	81,069			68,593
Operating Lease Right-of-Use Assets							Operating Lease Right-of-Use Assets	270,498		199,988
Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $139,572 and $117,387 at December 31, 2020 and 2019, respectively)							Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $139,572 and $117,387 at December 31, 2020 and 2019, respectively)	148,832		126,799
Goodwill	131,387			134,231			Goodwill	129,126		130,758
Intangible Assets (net of accumulated amortization of $41,217 and $32,018 at December 31, 2018 and 2017, respectively)	10,378			19,577
Intangible Assets (net of accumulated amortization of $2,932 and $7,292 at December 31, 2020 and 2019, respectively)							Intangible Assets (net of accumulated amortization of $2,932 and $7,292 at December 31, 2020 and 2019, respectively)	698		2,303

Other Assets	89,480			65,073			Other Assets	102,587		90,262
Total Assets	$	2,125,667		$	1,584,886		Total Assets	$	3,370,888	$	2,598,613
Liabilities and Equity							Liabilities and Equity
Current Liabilities							Current Liabilities
Accrued Compensation and Benefits	$	602,122		$	340,165		Accrued Compensation and Benefits	$	778,043	$	518,991
Accounts Payable and Accrued Expenses	37,948			34,111			Accounts Payable and Accrued Expenses	37,961		39,726
Securities Sold Under Agreements to Repurchase	25,075			30,027			Securities Sold Under Agreements to Repurchase	0		26,000
Payable to Employees and Related Parties	31,894			31,167			Payable to Employees and Related Parties	24,047		31,703

Operating Lease Liabilities							Operating Lease Liabilities	42,871		33,316
Taxes Payable	33,621			16,494			Taxes Payable	15,346		3,400

Current Portion of Notes Payable							Current Portion of Notes Payable	37,974		0
Other Current Liabilities	19,031			12,088			Other Current Liabilities	127,691		15,517
Total Current Liabilities	749,691			464,052			Total Current Liabilities	1,063,933		668,653
Operating Lease Liabilities							Operating Lease Liabilities	300,275		217,251
Notes Payable	168,612			168,347			Notes Payable	338,518		375,062
Subordinated Borrowings	—			6,799

Amounts Due Pursuant to Tax Receivable Agreements	94,411			90,375			Amounts Due Pursuant to Tax Receivable Agreements	76,860		84,952
Other Long-term Liabilities	105,014			58,945			Other Long-term Liabilities	101,928		126,445
Total Liabilities	1,117,728			788,518			Total Liabilities	1,881,514		1,472,363
Commitments and Contingencies (Note 19)
Commitments and Contingencies (Note 20)							Commitments and Contingencies (Note 20)	0		0

Equity							Equity
Evercore Inc. Stockholders' Equity							Evercore Inc. Stockholders' Equity
Common Stock							Common Stock
Class A, par value $0.01 per share (1,000,000,000 shares authorized, 65,872,014 and 62,119,904 issued at December 31, 2018 and 2017, respectively, and 39,748,576 and 39,102,154 outstanding at December 31, 2018 and 2017, respectively)	659			621
Class B, par value $0.01 per share (1,000,000 shares authorized, 86 and 82 issued and outstanding at December 31, 2018 and 2017, respectively)	—			—
Class A, par value $0.01 per share (1,000,000,000 shares authorized, 72,195,283 and 68,698,675 issued at December 31, 2020 and 2019, respectively, and 40,750,225 and 39,176,010 outstanding at December 31, 2020 and 2019, respectively)							Class A, par value $0.01 per share (1,000,000,000 shares authorized, 72,195,283 and 68,698,675 issued at December 31, 2020 and 2019, respectively, and 40,750,225 and 39,176,010 outstanding at December 31, 2020 and 2019, respectively)	722		687
Class B, par value $0.01 per share (1,000,000 shares authorized, 48 and 84 issued and outstanding at December 31, 2020 and 2019, respectively)							Class B, par value $0.01 per share (1,000,000 shares authorized, 48 and 84 issued and outstanding at December 31, 2020 and 2019, respectively)	0		0
Additional Paid-In-Capital	1,818,100			1,600,699			Additional Paid-In-Capital	2,266,136		2,016,524
Accumulated Other Comprehensive Income (Loss)	(30,434		)	(31,411		)	Accumulated Other Comprehensive Income (Loss)	(9,758)		(27,596)
Retained Earnings	364,882			79,461			Retained Earnings	798,573		558,269
Treasury Stock at Cost (26,123,438 and 23,017,750 shares at December 31, 2018 and 2017, respectively)	(1,395,087		)	(1,105,406		)
Treasury Stock at Cost (31,445,058 and 29,522,665 shares at December 31, 2020 and 2019, respectively)							Treasury Stock at Cost (31,445,058 and 29,522,665 shares at December 31, 2020 and 2019, respectively)	(1,824,727)		(1,678,168)
Total Evercore Inc. Stockholders' Equity	758,120			543,964			Total Evercore Inc. Stockholders' Equity	1,230,946		869,716
Noncontrolling Interest	249,819			252,404			Noncontrolling Interest	258,428		256,534
Total Equity	1,007,939			796,368			Total Equity	1,489,374		1,126,250
Total Liabilities and Equity	$	2,125,667		$	1,584,886		Total Liabilities and Equity	$	3,370,888	$	2,598,613

See Notes to Consolidated Financial Statements.

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EVERCORE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars and share amounts in thousands, except per share data)


	For the Years Ended December 31,
		2020		2019		2018
Revenues
Investment Banking:
Advisory Fees		$	1,755,273	$	1,653,585	$	1,743,473
Underwriting Fees		276,191		89,681		71,691
Commissions and Related Fees		205,767		189,506		200,015
Asset Management and Administration Fees		54,397		50,611		48,246
Other Revenue, Including Interest and Investments		(6,309)		45,454		19,051
Total Revenues		2,285,319		2,028,837		2,082,476
Interest Expense		21,414		20,139		17,771
Net Revenues		2,263,905		2,008,698		2,064,705
Expenses
Employee Compensation and Benefits		1,372,339		1,200,977		1,197,173
Occupancy and Equipment Rental		74,107		68,285		58,971
Professional Fees		80,883		81,851		82,393
Travel and Related Expenses		25,887		75,395		68,754
Communications and Information Services		54,274		47,315		41,319
Depreciation and Amortization		26,245		31,023		27,054
Execution, Clearing and Custody Fees		13,592		12,967		11,470
Special Charges, Including Business Realignment Costs		46,645		10,141		5,012
Acquisition and Transition Costs		562		1,013		21
Other Operating Expenses		42,938		42,020		30,461
Total Expenses		1,737,472		1,570,987		1,522,628
Income Before Income from Equity Method Investments and Income Taxes		526,433		437,711		542,077
Income from Equity Method Investments		14,398		10,996		9,294
Income Before Income Taxes		540,831		448,707		551,371
Provision for Income Taxes		128,151		95,046		108,520





Net Income		412,680		353,661		442,851
Net Income Attributable to Noncontrolling Interest		62,106		56,225		65,611
Net Income Attributable to Evercore Inc.		$	350,574	$	297,436	$	377,240
Net Income Attributable to Evercore Inc. Common Shareholders		$	350,574	$	297,436	$	377,240




Weighted Average Shares of Class A Common Stock Outstanding
Basic		40,553		39,994		40,595
Diluted		42,623		43,194		45,279
Net Income Per Share Attributable to Evercore Inc. Common Shareholders:
Basic		$	8.64	$	7.44	$	9.29
Diluted		$	8.22	$	6.89	$	8.33

For the Years Ended December 31,
2018 2017 2016
Revenues
Investment Banking:⁽¹⁾

Advisory Fees $ 1,743,473
$ 1,324,412
$ 1,096,829
Underwriting Fees 71,691
45,827
36,264
Commissions and Related Fees 200,015
205,630
230,913
Asset Management and Administration Fees⁽¹⁾
48,246
59,648
63,404
Other Revenue, Including Interest and Investments⁽¹⁾
19,051
88,828
29,380
Total Revenues 2,082,476
1,724,345
1,456,790
Interest Expense 17,771
19,996
16,738
Net Revenues 2,064,705
1,704,349
1,440,052
Expenses
Employee Compensation and Benefits 1,197,173
962,512
900,590
Occupancy and Equipment Rental 58,971
53,448
45,304
Professional Fees⁽¹⁾
82,393
63,857
56,401
Travel and Related Expenses 68,754
64,179
57,465
Communications and Information Services 41,319
41,393
40,277
Depreciation and Amortization 27,054
24,819
24,800
Execution, Clearing and Custody Fees⁽¹⁾
11,470
14,778
17,544
Special Charges 5,012
25,437
8,100
Acquisition and Transition Costs 21
1,673
99
Other Operating Expenses⁽¹⁾
30,461
23,442
28,298
Total Expenses 1,522,628
1,275,538
1,178,878
Income Before Income from Equity Method Investments and Income Taxes 542,077
428,811
261,174
Income from Equity Method Investments 9,294
8,838
6,641
Income Before Income Taxes 551,371
437,649
267,815
Provision for Income Taxes 108,520
258,442
119,303
Net Income 442,851
179,207
148,512
Net Income Attributable to Noncontrolling Interest 65,611
53,753
40,984
Net Income Attributable to Evercore Inc. $ 377,240
$ 125,454
$ 107,528
Net Income Attributable to Evercore Inc. Common Shareholders $ 377,240
$ 125,454
$ 107,528
Weighted Average Shares of Class A Common Stock Outstanding
Basic 40,595
39,641
39,220
Diluted 45,279
44,826
44,193
Net Income Per Share Attributable to Evercore Inc. Common Shareholders:
Basic $ 9.29
$ 3.16
$ 2.74
Diluted $ 8.33
$ 2.80
$ 2.43


~~(1)~~	~~Certain balances in prior periods were reclassified to conform to their current presentation. See Note 2 for further information.~~

See Notes to Consolidated Financial Statements.

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EVERCORE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)


	For the Years Ended December 31,
		2020		2019		2018

Net Income		$	412,680	$	353,661	$	442,851
Other Comprehensive Income (Loss), net of tax:
Unrealized Gain (Loss) on Securities and Investments, net		(1,503)		(564)		(275)
Foreign Currency Translation Adjustment Gain (Loss), net		26,707		3,915		(1,180)
Other Comprehensive Income (Loss)		25,204		3,351		(1,455)
Comprehensive Income		437,884		357,012		441,396
Comprehensive Income Attributable to Noncontrolling Interest		69,472		56,738		65,408
Comprehensive Income Attributable to Evercore Inc.		$	368,412	$	300,274	$	375,988

For the Years Ended December 31,
2018 2017 2016
Net Income $ 442,851
$ 179,207
$ 148,512
Other Comprehensive Income (Loss), net of tax:
Unrealized Gain (Loss) on Marketable Securities and Investments, net (275 ) 381
(1,763 )
Foreign Currency Translation Adjustment Gain (Loss), net (1,180 ) 21,679
(17,531 )
Other Comprehensive Income (Loss) (1,455 ) 22,060
(19,294 )
Comprehensive Income 441,396
201,267
129,218
Comprehensive Income Attributable to Noncontrolling Interest 65,408
57,128
37,247
Comprehensive Income Attributable to Evercore Inc. $ 375,988
$ 144,139
$ 91,971

See Notes to Consolidated Financial Statements.

Table of Contents

EVERCORE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(dollars in thousands, except share data)


							Accumulated
				Additional			Other			Retained
	Class A Common Stock			Paid-In			Comprehensive			Earnings			Treasury Stock					Noncontrolling			Total
	Shares	Dollars		Capital			Income (Loss)			(Deficit)			Shares		Dollars			Interest			Equity
Balance at December 31, 2015	55,249,559	$	552	$	1,210,742		$	(34,539	)	$	(27,791	)	(15,626,288	)	$	(644,412	)	$	202,664		$	707,216
Net Income	—	—		—			—			107,528			—		—			40,984			148,512
Other Comprehensive Income (Loss)	—	—		—			(15,557		)	—			—		—			(3,737		)	(19,294		)
Treasury Stock Purchases, net	—	—		—			—			—			(3,475,423	)	(167,241		)	—			(167,241		)
Evercore LP Units Purchased or Converted into Class A Common Stock	532,175	5		23,095			—			—			—		—			(16,480		)	6,620
Equity-based Compensation Awards	2,510,833	25		127,706			—			—			—		—			81,392			209,123
Dividends and Equivalents	—	—		7,836			—			(59,394		)	—		—			—			(51,558		)
Noncontrolling Interest (Note 16)	—	—		(1,257		)	—			—			—		—			(48,790		)	(50,047		)
Balance at December 31, 2016	58,292,567	582		1,368,122			(50,096		)	20,343			(19,101,711	)	(811,653		)	256,033			783,331
Net Income	—	—		—			—			125,454			—		—			53,753			179,207
Other Comprehensive Income	—	—		—			18,685			—			—		—			3,375			22,060
Treasury Stock Purchases	—	—		—			—			—			(3,916,039	)	(293,753		)	—			(293,753		)
Evercore LP Units Purchased or Converted into Class A Common Stock	1,212,641	12		84,214			—			—			—		—			(47,263		)	36,963
Equity-based Compensation Awards	2,614,696	27		156,826			—			—			—		—			14,922			171,775
Dividends	—	—		—			—			(66,336		)	—		—			—			(66,336		)
Noncontrolling Interest (Note 16)	—	—		(8,463		)	—			—			—		—			(28,416		)	(36,879		)

																														Accumulated
																												Additional		Other
																									Class A Common Stock			Paid-In		Comprehensive		Retained		Treasury Stock			Noncontrolling		Total
																									Shares	Dollars		Capital		Income (Loss)		Earnings		Shares	Dollars		Interest		Equity

Balance at December 31, 2017	62,119,904	621		1,600,699			(31,411		)	79,461			(23,017,750	)	(1,105,406		)	252,404			796,368			Balance at December 31, 2017	62,119,904	$	621	$	1,600,699	$	(31,411)	$	79,461	(23,017,750)	$	(1,105,406)	$	252,404	$	796,368
Cumulative Effect of Accounting Change ⁽¹⁾	—	—		—			2,229			(2,229		)	—		—			—			—			Cumulative Effect of Accounting Change (1)	—	—		—		2,229		(2,229)		—	—		—		0
Net Income	—	—		—			—			377,240			—		—			65,611			442,851			Net Income	—	—		—		—		377,240		—	—		65,611		442,851
Other Comprehensive Income (Loss)	—	—		—			(1,252		)	—			—		—			(203		)	(1,455		)	Other Comprehensive Income (Loss)	—	—		—		(1,252)		—		—	—		(203)		(1,455)
Treasury Stock Purchases	—	—		—			—			—			(3,105,688	)	(289,681		)	—			(289,681		)	Treasury Stock Purchases	—	—		—		—		—		(3,105,688)	(289,681)		—		(289,681)
Evercore LP Units Purchased or Converted into Class A Common Stock	1,181,669	12		70,550			—			—			—		—			(46,594		)	23,968
Evercore LP Units Exchanged for Class A Common Stock																								Evercore LP Units Exchanged for Class A Common Stock	1,181,669	12		70,550		—		—		—	—		(46,594)		23,968
Equity-based Compensation Awards	2,570,441	26		172,309			—			—			—		—			19,860			192,195			Equity-based Compensation Awards	2,570,441	26		172,309		—		—		—	—		19,860		192,195

Dividends	—	—		—			—			(89,590		)	—		—			—			(89,590		)	Dividends	—	—		—		—		(89,590)		—	—		—		(89,590)
Noncontrolling Interest (Note 16)	—	—		(25,458		)	—			—			—		—			(41,259		)	(66,717		)
Noncontrolling Interest (Note 17)																								Noncontrolling Interest (Note 17)	—	—		(25,458)		—		—		—	—		(41,259)		(66,717)

Balance at December 31, 2018	65,872,014	$	659	$	1,818,100		$	(30,434	)	$	364,882		(26,123,438	)	$	(1,395,087	)	$	249,819		$	1,007,939		Balance at December 31, 2018	65,872,014	659		1,818,100		(30,434)		364,882		(26,123,438)	(1,395,087)		249,819		1,007,939

Net Income																								Net Income	—	—		—		—		297,436		—	—��		56,225		353,661
Other Comprehensive Income																								Other Comprehensive Income	—	—		—		2,838		—		—	—		513		3,351
Treasury Stock Purchases																								Treasury Stock Purchases	—	—		—		—		—		(3,399,227)	(283,081)		—		(283,081)
Evercore LP Units Exchanged for Class A Common Stock																								Evercore LP Units Exchanged for Class A Common Stock	353,383	3		32,964		—		—		—	—		(15,142)		17,825
Equity-based Compensation Awards																								Equity-based Compensation Awards	2,473,278	25		206,942		—		—		—	—		27,890		234,857

Dividends																								Dividends	—	—		—		—		(104,049)		—	—		—		(104,049)
Noncontrolling Interest (Note 17)																								Noncontrolling Interest (Note 17)	—	—		(41,482)		—		—		—	—		(62,771)		(104,253)

Balance at December 31, 2019																								Balance at December 31, 2019	68,698,675	687		2,016,524		(27,596)		558,269		(29,522,665)	(1,678,168)		256,534		1,126,250

Cumulative Effect of Accounting Change (2)																								Cumulative Effect of Accounting Change (2)	—	—		—		—		(1,310)		—	—		—		(1,310)
Net Income																								Net Income	—	—		—		—		350,574		—	—		62,106		412,680
Other Comprehensive Income																								Other Comprehensive Income	—	—		—		17,838		—		—	—		7,366		25,204
Treasury Stock Purchases																								Treasury Stock Purchases	—	—		—		—		—		(1,922,393)	(146,559)		—		(146,559)
Evercore LP Units Exchanged for Class A Common Stock																								Evercore LP Units Exchanged for Class A Common Stock	898,585	9		46,946		—		—		—	—		(37,683)		9,272
Equity-based Compensation Awards																								Equity-based Compensation Awards	2,598,023	26		204,231		—		—		—	—		14,618		218,875

Dividends																								Dividends	—	—		—		—		(108,960)		—	—		—		(108,960)
Noncontrolling Interest (Note 17)																								Noncontrolling Interest (Note 17)	—	—		(1,565)		—		—		—	—		(44,513)		(46,078)
Balance at December 31, 2020																								Balance at December 31, 2020	72,195,283	$	722	$	2,266,136	$	(9,758)	$	798,573	(31,445,058)	$	(1,824,727)	$	258,428	$	1,489,374

(1) The cumulative adjustment relates to the adoption of Accounting Standards Update ("ASU") No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01") on January 1, 2018, for which the Company recorded an adjustment to Retained Earnings to reflect cumulative unrealized losses, net of tax, on available-for-sale equity securities previously recorded in Accumulated Other Comprehensive Income (Loss).																								(1) The cumulative adjustment relates to the adoption of Accounting Standards Update ("ASU") No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01") on January 1, 2018, for which the Company recorded an adjustment to Retained Earnings to reflect cumulative unrealized losses, net of tax, on available-for-sale equity securities previously recorded in Accumulated Other Comprehensive Income (Loss).
(2) The cumulative adjustment relates to the adoption of ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") on January 1, 2020, for which the Company recorded an adjustment to Retained Earnings to reflect the increase in the Company's Allowance for Doubtful Accounts as a result of the use of the current expected credit loss model. See Notes 2 and 3 for further information.																								(2) The cumulative adjustment relates to the adoption of ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") on January 1, 2020, for which the Company recorded an adjustment to Retained Earnings to reflect the increase in the Company's Allowance for Doubtful Accounts as a result of the use of the current expected credit loss model. See Notes 2 and 3 for further information.

~~(1) The cumulative adjustment relates to the adoption of ASU No. 2016-01,~~ ~~"Recognition and Measurement of Financial Assets and Financial Liabilities"~~ on January 1, 2018, for which the Company recorded an adjustment to Retained Earnings to reflect cumulative unrealized losses, net of tax, on available-for-sale equity securities previously recorded in Accumulated Other Comprehensive Income (Loss). See Note 3 for further information.

See Notes to Consolidated Financial Statements.

Table of Contents

EVERCORE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	For the Years Ended December 31,
	2020		2019		2018
Cash Flows From Operating Activities
Net Income	$	412,680	$	353,661	$	442,851
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net (Gains) Losses on Investments, Investment Securities and Contingent Consideration	(8,681)		(13,750)		10,718
Equity Method Investments	(1,636)		403		1,352
Equity-Based and Other Deferred Compensation	367,438		360,341		293,507
Net Loss on Sale and Wind-down of Operations in Mexico, Including Release of Cumulative Foreign Exchange Losses	35,247		0		0
Impairment of Goodwill	0		2,921		0
Noncash Lease Expense	38,626		29,259		0
Depreciation, Amortization and Accretion	30,002		35,730		29,374
Bad Debt Expense	6,878		10,451		3,365


Deferred Taxes	13,824		(10,503)		(3,981)
Decrease (Increase) in Operating Assets:
Investment Securities	3,559		(491)		(546)
Financial Instruments Owned and Pledged as Collateral at Fair Value	(1,516)		10,629		(2,961)
Securities Purchased Under Agreements to Resell	(399)		(10,541)		8,166
Accounts Receivable	(78,573)		5,241		(130,956)
Receivable from Employees and Related Parties	(1,170)		1,450		(6,849)

Other Assets	(19,043)		(58,962)		(21,830)
(Decrease) Increase in Operating Liabilities:
Accrued Compensation and Benefits	82,364		(180,767)		208,088
Accounts Payable and Accrued Expenses	(796)		(745)		5,496
Securities Sold Under Agreements to Repurchase	1,935		(115)		(5,183)
Payables to Employees and Related Parties	(7,980)		(599)		4,387

Taxes Payable	11,946		(30,221)		16,099
Other Liabilities	93,666		1,305		(1,523)
Net Cash Provided by Operating Activities	978,371		504,697		849,574
Cash Flows From Investing Activities
Investments Purchased	(143)		(3,843)		(95)
Distributions of Private Equity Investments	650		1,893		2,143
Investment Securities:
Proceeds from Sales and Maturities of Investment Securities and Futures Contracts Activity	555,624		510,151		191,779
Purchases of Investment Securities and Futures Contracts Activity	(1,201,617)		(698,995)		(336,596)
Maturity of Certificates of Deposit	214,266		100,000		63,527
Purchase of Certificates of Deposit	0		(211,861)		(100,000)





Purchase of Furniture, Equipment and Leasehold Improvements	(53,330)		(70,816)		(33,324)
Proceeds from Sale of Business, Net of Cash Sold	679		0		0
Net Cash Provided by (Used In) Investing Activities	(483,871)		(373,471)		(212,566)
Cash Flows From Financing Activities

Issuance of Noncontrolling Interests	540		600		1,165

Distributions to Noncontrolling Interests	(44,915)		(54,706)		(41,413)
Payments Under Tax Receivable Agreement	(9,425)		(9,490)		(13,345)


Short-Term Borrowings	0		30,000		30,000
Repayment of Short-Term Borrowings	0		(30,000)		(30,000)

Repayment of Subordinated Borrowings	0		0		(6,799)

Issuance of Notes Payable	0		205,718		0
Debt Issuance Costs	0		(2,032)		0
Purchase of Treasury Stock and Noncontrolling Interests	(147,411)		(333,296)		(315,233)

Dividends	(106,582)		(96,803)		(77,302)

Net Cash Provided by (Used in) Financing Activities	(307,793)		(290,009)		(452,927)
Effect of Exchange Rate Changes on Cash	7,631		2,573		(1,370)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	194,338		(156,210)		182,711
Cash, Cash Equivalents and Restricted Cash-Beginning of Period	643,886		800,096		617,385
Cash, Cash Equivalents and Restricted Cash-End of Period	$	838,224	$	643,886	$	800,096

Table of Contents

For the Years Ended December 31,
2018 2017 2016
Cash Flows From Operating Activities
Net Income $ 442,851
$ 179,207
$ 148,512
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net (Gains) Losses on Investments, Marketable Securities and Contingent Consideration 10,718
(32 ) 1,124
Equity Method Investments 1,352
(513 ) 2,602
Equity-Based and Other Deferred Compensation 293,507
230,268
258,295
Impairment of Goodwill and Equity Method Investments —
21,507
8,100
Gain on Sale of Institutional Trust and Independent Fiduciary business of ETC —
(7,808 ) —
Depreciation, Amortization and Accretion 29,374
26,032
25,223
Bad Debt Expense 3,365
2,579
2,261
Adjustment to Tax Receivable Agreement —
(77,535 ) —
Release of Cumulative Foreign Exchange Losses —
16,266
—
Deferred Taxes (3,981 ) 148,320
10,043
Decrease (Increase) in Operating Assets:
Marketable Securities (546 ) 865
937
Financial Instruments Owned and Pledged as Collateral at Fair Value (2,961 ) 35
18,249
Securities Purchased Under Agreements to Resell 8,166
2,642
(11,890 )
Accounts Receivable (130,956 ) 47,120
(64,522 )
Receivable from Employees and Related Parties (6,849 ) (2,188 ) 5,934
Other Assets (21,830 ) (10,982 ) (32,763 )
(Decrease) Increase in Operating Liabilities:
Accrued Compensation and Benefits 208,088
(25,892 ) 48,258
Accounts Payable and Accrued Expenses 5,496
1,149
(10,030 )
Securities Sold Under Agreements to Repurchase (5,183 ) (2,701 ) (6,387 )
Payables to Employees and Related Parties 4,387
3,217
(1,581 )
Taxes Payable 16,099
(10,849 ) 9,097
Other Liabilities (1,523 ) (33,471 ) 10,424
Net Cash Provided by Operating Activities 849,574
507,236
421,886
Cash Flows From Investing Activities
Investments Purchased (95 ) (997 ) (2,047 )
Distributions of Private Equity Investments 2,143
2,072
183
Marketable Securities:
Proceeds from Sales and Maturities 191,779
45,642
46,547
Purchases (336,596 ) (40,995 ) (69,568 )
Maturity of Certificates of Deposit 63,527
—
—
Purchase of Certificates of Deposit (100,000 ) (63,417 ) —
Cash Paid for Acquisitions and Deconsolidation of Cash, net of Cash Acquired —
—
(2,877 )
Purchase of Furniture, Equipment and Leasehold Improvements (33,324 ) (31,300 ) (18,439 )
Proceeds from Sale of Business —
34,354
—
Net Cash Provided by (Used in) Investing Activities (212,566 ) (54,641 ) (46,201 )
Cash Flows From Financing Activities
Issuance of Noncontrolling Interests 1,165
110
885
Distributions to Noncontrolling Interests (41,413 ) (36,374 ) (38,154 )
Payments Under Tax Receivable Agreement (13,345 ) (12,381 ) (12,039 )
Cash Paid for Deferred and Contingent Consideration —
—
(5,050 )
Short-Term Borrowings 30,000
30,000
50,000
Repayment of Short-Term Borrowings (30,000 ) (30,000 ) (50,000 )
Repayment of Subordinated Borrowings (6,799 ) (9,751 ) (6,000 )
Payment of Notes Payable - Mizuho —
—
(120,000 )
Issuance of Notes Payable —
—
170,000
Debt Issuance Costs —
—
(2,084 )
Purchase of Treasury Stock and Noncontrolling Interests (315,233 ) (304,313 ) (173,958 )
Dividends - Class A Stockholders (77,302 ) (56,521 ) (51,558 )
Net Cash Provided by (Used in) Financing Activities (452,927 ) (419,230 ) (237,958 )
Effect of Exchange Rate Changes on Cash (1,370 ) 8,383
(25,347 )
Net Increase in Cash, Cash Equivalents and Restricted Cash 182,711
41,748
112,380
Cash, Cash Equivalents and Restricted Cash-Beginning of Period 617,385
575,637
463,257
Cash, Cash Equivalents and Restricted Cash-End of Period $ 800,096
$ 617,385
$ 575,637

SUPPLEMENTAL CASH FLOW DISCLOSURE
Payments for Interest $ 17,818
$ 19,471
$ 14,074
Payments for Income Taxes $ 86,232
$ 128,689
$ 106,126
Accrued Dividends $ 12,288
$ 9,815
$ 7,836
Settlement of Contingent Consideration $ —
$ 10,780
$ —
Institutional Trust and Independent Fiduciary business of ETC Assets Deconsolidated $ —
$ 81
$ —
Institutional Trust and Independent Fiduciary business of ETC Liabilities Deconsolidated $ —
$ 1,489
$ —
Decrease in Goodwill from sale of Institutional Trust and Independent Fiduciary business of ETC $ —
$ 28,442
$ —
Mexico Private Equity Assets Deconsolidated $ —
$ —
$ 8,302
Mexico Private Equity Liabilities Deconsolidated $ —
$ —
$ 2,343
Decrease in Noncontrolling Interest from Mexico Private Equity Deconsolidation $ —
$ —
$ 5,808


SUPPLEMENTAL CASH FLOW DISCLOSURE
Payments for Interest	$	23,748	$	16,405	$	17,818
Payments for Income Taxes	$	111,319	$	155,478	$	86,232


Accrued Dividends	$	13,734	$	14,642	$	12,288
Noncash Purchase of Noncontrolling Interest	$	851	$	2,701	$	0

See Notes to Consolidated Financial Statements.

Table of Contents

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(~~dollars and share / unit~~ amounts in thousands, except per share amounts, unless otherwise noted)

Note 1 – Organization

Evercore Inc. ~~and~~, together with its subsidiaries (the "Company"), is an investment banking and investment management firm, incorporated in Delaware ~~on July 21, 2005~~ and headquartered in New York, New York. The Company is a holding company which owns a controlling interest in, and is the sole general partner of, Evercore LP, a Delaware limited partnership ("Evercore LP"). The Company operates from its offices and through its affiliates in North America, Europe, ~~South America~~the Middle East and Asia.

The Investment Banking segment includes the advisory business through which the Company provides advice to clients on significant mergers, acquisitions, divestitures, shareholder activism and other strategic corporate transactions, with a particular focus on advising prominent multinational corporations and substantial private equity firms on large, complex transactions. The Company also provides restructuring advice to companies in financial transition, as well as to creditors, shareholders and potential acquirers. In addition, the Company provides its clients with capital markets advice, underwrites securities offerings, raises funds for financial sponsors and provides advisory services focused on secondary transactions for private funds interests, as well as on primary and secondary transactions for real estate oriented financial sponsors and private equity interests. The Investment Banking business also includes the Evercore ISI business through which the Company offers macroeconomic, policy and fundamental equity research and agency-based equity securities trading for institutional investors.

The Investment Management segment includes the wealth management business through which the Company provides investment advisory, wealth management and fiduciary services for ~~high net-worth~~high-net-worth individuals and associated entities, and the private equity business, which holds interests in private equity funds which are not managed by the Company. The Company's results also include the institutional asset management business, through which the Company directly and through affiliates, manages financial assets for sophisticated institutional ~~investors and the private equity~~investors. This business included Evercore Casa de Bolsa, S.A. de C.V. ("ECB"), which ~~holds interests in private equity funds which are not managed by the Company.~~was sold during 2020. See Note 5 for further information.

Note 2 – Significant Accounting Policies

Basis of Presentation – The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").

The consolidated financial statements of the Company are comprised of the consolidation of Evercore LP and Evercore LP's wholly-owned and majority-owned direct and indirect subsidiaries, including Evercore Group L.L.C. ("EGL"), a registered broker-dealer in the U.S. The Company's policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any variable interest entities ("VIEs") where the Company is deemed to be the primary beneficiary, when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. The Company reviews factors, including the rights of the equity holders and obligations of equity holders to absorb losses or receive expected residual returns, to determine if the investment is a VIE. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company. The consolidation analysis is generally performed qualitatively. This analysis, which requires judgment, is performed at each reporting date.

Evercore LP is a VIE and the Company is the primary beneficiary. Specifically, the Company has the majority economic interest in Evercore LP and has decision making authority that significantly affects the economic performance of the entity while the limited partners have no kick-out or substantive participating rights. The assets and liabilities of Evercore LP represent substantially all of the consolidated assets and liabilities of the Company with the exception of U.S. corporate taxes and related items, which are presented on the Company's (Parent Company Only) Condensed Statements of Financial ~~Position~~Condition in Note ~~24.~~25.

Evercore ISI International Limited ("Evercore ISI U.K.") ~~and~~, Evercore Partners International LLP ("Evercore U.K."), Evercore (Japan) Ltd. ("Evercore Japan"), Evercore Consulting (Beijing) Co. Ltd. ("Evercore Beijing") and Evercore Partners Canada Ltd. ("Evercore Canada") are also VIEs, and the Company is the primary beneficiary of these VIEs. Specifically for Evercore ISI U.K., Evercore Japan, Evercore Beijing and Evercore Canada (as of January 1, 2019 for Evercore Japan and Evercore Beijing, and as of January 1, 2020 for Evercore Canada), the Company provides financial support through a transfer pricing ~~agreement~~agreements with ~~this entity,~~these entities, which exposes the Company to losses that are potentially significant to ~~the entity,~~these entities, and has decision making authority that significantly affects the economic performance of ~~the entity.~~these entities. The Company has the majority economic interest in Evercore U.K. and has decision making authority that significantly affects the economic performance of this entity. The Company included in its Consolidated Statements of Financial Condition Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing and Evercore ~~U.K.~~Canada assets of ~~$190,223~~$377,878 and liabilities of ~~$122,460~~$164,779 at

Table of Contents

EVERCORE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts, unless otherwise noted)

December 31, 2020 and Evercore ISI U.K., Evercore U.K., Evercore Japan and Evercore Beijing assets of $227,885 and liabilities of $129,494 at December 31, ~~2018 and assets of $126,078 and liabilities of $102,487 at December 31, 2017. See Note 10 for further information on the Company's VIEs.~~2019.

All intercompany balances and transactions with the Company's subsidiaries have been eliminated upon consolidation.

Evercore LP partnership units

Class A LP Units –At the time of the formation transaction, the members of Evercore LP (the "Members") received Class A limited partnership units of Evercore LP ("Class A LP Units") in consideration for their contribution of the various entities included in the historical combined financial statements of the Company. The Class A LP Units were subject to vesting requirements and transfer restrictions

~~EVERCORE INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)~~



Delaware						20-4748747
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


55 East 52nd Street ~~New York,~~
New York,		New York	10055
~~(Address of Principal Executive Offices)~~	~~(Zip Code)~~



Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, ~~$0.01~~ par value $0.01 per share	EVR	New York Stock Exchange



Large accelerated filer	ý☒	Accelerated filer	o☐
Non-accelerated filer	o ☐	Smaller reporting company	o☐
		Emerging growth company	o☐



		Page
Part I
Item 1.	Business	2
Item 1A.	Risk Factors	810
Item 1B.	Unresolved Staff Comments	2425
Item 2.	Properties	2425
Item 3.	Legal Proceedings	2425
Item 4.	Mine Safety Disclosures	25
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Financial Data	28
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5754
Item 8.	Financial Statements and Supplemental Data	5855
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~114~~115
Item 9A.	Controls and Procedures	~~114~~115
Item 9B.	Other Information	~~117~~118
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	~~118~~119
Item 11.	Executive Compensation	~~118~~119
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~118~~119
Item 13.	Certain Relationships and Related Transactions and Director Independence	~~118~~119
Item 14.	Principal Accountant Fees and Services	~~119~~120
Part IV
Item 15.	Exhibits and Financial Statement Schedules	~~120~~121
Item 16.	Form 10-K Summary	~~125~~126



x ☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018~~



¨ ☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE TRANSITION PERIOD FROM TO .~~



	Wealth Management			Institutional Asset Management			Total
	(dollars in millions)
Balance at December 31, 2016	$	6,473		$	1,526		$	7,999
Inflows	1,125			1,704			2,829
Outflows	(986		)	(1,740		)	(2,726		)
Market Appreciation	718			143			861
Balance at December 31, 2017	$	7,330		$	1,633		$	8,963
Inflows	1,208			1,536			2,744
Outflows	(759		)	(1,657		)	(2,416		)
Market Appreciation (Depreciation)	(219		)	63			(156		)
Balance at December 31, 2018	$	7,560		$	1,575		$	9,135

Unconsolidated Affiliates - Balance at December 31, 2018:
Atalanta Sosnoff	$	—		$	5,654		$	5,654
ABS	$	—		$	5,215		$	5,215



	Wealth Management		Institutional Asset Management
Equities	54	%	29	%
Fixed Income	31	%	71	%
Liquidity⁽¹⁾	10	%	—	%
Alternatives	5	%	—	%
Total	100	%	100	%



	For the Year Ended
	December 31, 2018
Investment Banking:
Advisory Fees	$	1,743,473
Underwriting Fees	71,691
Commissions and Related Fees	200,015
Total Investment Banking	$	2,015,179

Investment Management:
Asset Management and Administration Fees:
Wealth Management	$	44,875
Institutional Asset Management	3,371
Total Investment Management	$	48,246


	For the Year Ended December 31, 2020
	Receivables (Current)(1)		Receivables (Long-term)(2)		Contract Assets (Current)(3)		Contract Assets (Long-term)(2)		Deferred Revenue (Current Contract Liabilities)(4)		Deferred Revenue (Long-term Contract Liabilities)(5)
Balance at January 1, 2020	$	296,355	$	63,554	$	31,525	$	2,504	$	2,492	$	615
Increase (Decrease)	71,991		7,421		(2,198)		2,779		6,881		(468)
Balance at December 31, 2020	$	368,346	$	70,975	$	29,327	$	5,283	$	9,373	$	147

	For the Year Ended December 31, 2019
	Receivables (Current)(1)		Receivables (Long-term)(2)		Contract Assets (Current)(3)		Contract Assets (Long-term)(2)		Deferred Revenue (Current Contract Liabilities)(4)		Deferred Revenue (Long-term Contract Liabilities)(5)
Balance at January 1, 2019	$	309,075	$	60,948	$	2,833	$	541	$	4,016	$	1,731
Increase (Decrease)	(12,720)		2,606		28,692		1,963		(1,524)		(1,116)
Balance at December 31, 2019	$	296,355	$	63,554	$	31,525	$	2,504	$	2,492	$	615



	Receivables (Current)⁽¹⁾		Receivables (Long-term)⁽²⁾		Contract Assets (Current)⁽³⁾		Contract Assets (Long-term)⁽⁴⁾		Deferred Revenue (Current Contract Liabilities)⁽⁵⁾		Deferred Revenue (Long-term Contract Liabilities)⁽⁶⁾
Balance at January 1, 2018	$	184,993	$	34,008	$	—	$	—	$	3,147	$	1,834
Increase (Decrease)	124,082		26,940		2,833		541		869		(103		)
Balance at December 31, 2018	$	309,075	$	60,948	$	2,833	$	541	$	4,016	$	1,731


~~(1)~~	~~Included in Accounts Receivable on the Consolidated Statements of Financial Condition.~~


~~(2)~~	~~Included in Other Assets on the Consolidated Statements of Financial Condition.~~


~~(3)~~	~~Included in Other Current Assets on the Consolidated Statements of Financial Condition.~~


~~(5)~~	~~Included in Other Current Liabilities on the Consolidated Statements of Financial Condition.~~


~~(6)~~	~~Included in Other Long-term Liabilities on the Consolidated Statements of Financial Condition.~~


	Amortized Cost Basis by Origination Year
	2020		2019		2018		2017		Total



Long-term Accounts Receivable and Long-Term Contract Assets	$	47,466	$	19,538	$	8,478	$	776	$	76,258



	Investment Banking			Investment Management			Total
Balance at December 31, 2016⁽¹⁾	$	114,489		$	46,472		$	160,961
Impairment of Goodwill	—			(7,107		)	(7,107		)
Sale of the Institutional Trust and Independent Fiduciary business of ETC	—			(28,442		)	(28,442		)
Foreign Currency Translation and Other	8,819			—			8,819
Balance at December 31, 2017⁽²⁾	123,308			10,923			134,231
Foreign Currency Translation and Other	(2,844		)	—			(2,844		)
Balance at December 31, 2018⁽²⁾	$	120,464		$	10,923		$	131,387


	December 31, 2020
	Gross Carrying Amount						Accumulated Amortization
	Investment Banking		Investment Management		Total		Investment Banking		Investment Management		Total

Client Related	$	0	$	3,630	$	3,630	$	0	$	2,932	$	2,932



Total	$	0	$	3,630	$	3,630	$	0	$	2,932	$	2,932

	December 31, 2019
	Gross Carrying Amount						Accumulated Amortization
	Investment Banking		Investment Management		Total		Investment Banking		Investment Management		Total

Client Related	$	0	$	3,830	$	3,830	$	0	$	2,743	$	2,743


Other	5,320		445		5,765		4,159		390		4,549
Total	$	5,320	$	4,275	$	9,595	$	4,159	$	3,133	$	7,292


2019	$	7,866
2020	$	1,182
2021	$	996	2021	$	363
2022	$	334	2022	$	335
2023	$	—	2023	$	0
2024			2024	$	0
2025			2025	$	0


~~(a)~~	Relates to the current portion of the Member exchange of Class A LP Units for Class A Shares. The long-term portion of $94,411 and $90,375 is disclosed in Amounts Due Pursuant to Tax Receivable Agreements on the Consolidated Statements of Financial Condition at December 31, 2018 and 2017, respectively.



	December 31, 2018								December 31, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities Investments - Debt Securities	$	1,622	$	10	$	—	$	1,632	$	1,806	$	—	$	11	$	1,795
Securities Investments - Equity Securities	666		—		410		256		5,388		—		4,144		1,244
Debt Securities Carried by EGL	147,009		954		—		147,963		34,233		87		26		34,294
Investment Funds	56,296		402		1,922		54,776		22,027		5,678		6		27,699
Total	$	205,593	$	1,366	$	2,332	$	204,627	$	63,454	$	5,765	$	4,187	$	65,032


	December 31, 2020				December 31, 2019
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	402,824	$	402,863	$	108,662	$	109,217
Due after one year through five years	0		0		5,542		5,567


Total	$	402,824	$	402,863	$	114,204	$	114,784



	December 31, 2019
		Asset (Liability) Balance		Market Value of Collateral Received or (Pledged)
Assets
Financial Instruments Owned and Pledged as Collateral at Fair Value		$	12,431
Securities Purchased Under Agreements to Resell		13,566		$	13,572
Total Assets		$	25,997
Liabilities
Securities Sold Under Agreements to Repurchase		$	(26,000)	$	(25,992)


2021	$	53,294
2022	52,367
2023	37,195
2024	30,001
2025	32,501
Thereafter	245,702
Total lease payments	451,060
Less: Tenant Improvement Allowances	(14,134)
Less: Imputed Interest	(93,780)
Present value of lease liabilities	343,146
Less: Current lease liabilities	(42,871)
Long-term lease liabilities	$	300,275


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Debt Securities Carried by Broker-Dealers	$	550,026	$	0	$	0	$	550,026
Other Debt and Equity Securities(1)	410,456		0		0		410,456
Investment Funds	107,354		0		0		107,354


Total Assets Measured At Fair Value	$	1,067,836	$	0	$	0	$	1,067,836

	December 31, 2019
	Level 1		Level 2		Level 3		Total
Debt Securities Carried by Broker-Dealers	$	168,650	$	58,705	$	0	$	227,355
Other Debt and Equity Securities(1)	111,823		6,449		0		118,272
Investment Funds	66,513		0		0		66,513
Financial Instruments Owned and Pledged as Collateral at Fair Value	12,431		0		0		12,431
Total Assets Measured At Fair Value	$	359,417	$	65,154	$	0	$	424,571



	December 31, 2018
	Level I		Level II		Level III		Total
Corporate Bonds, Municipal Bonds and Other Debt Securities⁽¹⁾	$	109,577	$	62,801	$	—	$	172,378
Securities Investments⁽²⁾	6,232		1,982		—		8,214
Investment Funds	54,776		—		—		54,776
Financial Instruments Owned and Pledged as Collateral at Fair Value	22,349		—		—		22,349
Total Assets Measured At Fair Value	$	192,934	$	64,783	$	—	$	257,717

	December 31, 2017
	Level I		Level II		Level III		Total
Corporate Bonds, Municipal Bonds and Other Debt Securities⁽¹⁾	$	—	$	44,648	$	—	$	44,648
Securities Investments⁽²⁾	4,336		1,795		—		6,131
Investment Funds	27,699		—		—		27,699
Financial Instruments Owned and Pledged as Collateral at Fair Value	19,374		—		—		19,374
Total Assets Measured At Fair Value	$	51,409	$	46,443	$	—	$	97,852


~~(1)~~	Includes $24,415 and $10,354 of treasury bills, municipal bonds and commercial paper classified within Cash and Cash Equivalents on the Consolidated Statements of Financial Condition as of December 31, 2018 and 2017, respectively.


~~(2)~~	Includes $6,326 and $3,092 of treasury bills and notes and municipal bonds classified within Cash and Cash Equivalents on the Consolidated Statements of Financial Condition as of December 31, 2018 and 2017, respectively.


			December 31, 2020
	Carrying		Estimated Fair Value
	Amount		Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and Cash Equivalents	$	822,598	$	822,598	$	0	$	0	$	822,598

Debt Security Investment	7,385		0		0		7,385		7,385

Receivables(1)	439,321		0		434,083		0		434,083
Contract Assets(2)	34,610		0		34,052		0		34,052
Receivable from Employees and Related Parties	23,593		0		23,593		0		23,593

Closely-held Equity Securities	683		0		0		683		683

Financial Liabilities:
Accounts Payable and Accrued Expenses	$	37,961	$	0	$	37,961	$	0	$	37,961

Payable to Employees and Related Parties	24,047		0		24,047		0		24,047

Notes Payable(3)	376,492		0		409,682		0		409,682


			December 31, 2019
	Carrying		Estimated Fair Value
	Amount		Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and Cash Equivalents	$	630,818	$	630,818	$	0	$	0	$	630,818
Certificates of Deposit	214,796		0		214,796		0		214,796
Debt Security Investment	9,235		0		0		9,235		9,235
Securities Purchased Under Agreements to Resell	13,566		0		13,566		0		13,566
Receivables(1)	359,909		0		357,047		0		357,047
Contract Assets(2)	34,029		0		33,854		0		33,854
Receivable from Employees and Related Parties	22,416		0		22,416		0		22,416

Closely-held Equity Securities	1,772		0		0		1,772		1,772

Financial Liabilities:
Accounts Payable and Accrued Expenses	$	39,726	$	0	$	39,726	$	0	$	39,726
Securities Sold Under Agreements to Repurchase	26,000		0		26,000		0		26,000
Payable to Employees and Related Parties	31,703		0		31,703		0		31,703
Notes Payable	375,062		0		382,274		0		382,274


~~(1)~~	Includes Accounts Receivable and Long-term receivables included in Other Assets on the Consolidated Statements of Financial Condition. The adoption of ASU 2016-01 in 2018 resulted in the Company prospectively including the fair value of its receivables that are due in excess of one year in the above table.


~~(2)~~	~~Includes current and long-term contract assets included in Other Current Assets and Other Assets on the Consolidated Statements of Financial Condition.~~


				Carrying Value(a)
				December 31,
Note	Maturity Date	Effective Annual Interest Rate		2020		2019
Evercore Inc. 4.88% Series A Senior Notes	3/30/2021	5.16	%	$	37,974	$	37,873
Evercore Inc. 5.23% Series B Senior Notes	3/30/2023	5.44	%	66,702		66,581
Evercore Inc. 5.48% Series C Senior Notes	3/30/2026	5.64	%	47,651		47,595
Evercore Inc. 5.58% Series D Senior Notes	3/30/2028	5.72	%	16,858		16,842
Evercore Inc. 4.34% Series E Senior Notes	8/1/2029	4.46	%	74,325		74,282
Evercore Inc. 4.44% Series F Senior Notes	8/1/2031	4.55	%	59,449		59,422
Evercore Inc. 4.54% Series G Senior Notes	8/1/2033	4.64	%	39,627		39,613
Evercore Inc. 3.33% Series H Senior Notes	8/1/2033	3.42	%	33,906		32,854
Total				$	376,492	$	375,062
Less: Current Portion of Notes Payable				(37,974)		0
Notes Payable				$	338,518	$	375,062



				Carrying Value^(a)
				December 31,
Note	Maturity Date	Effective Annual Interest Rate		2018		2017
Evercore Inc. 4.88% Series A Senior Notes	3/30/2021	5.16	%	$	37,776	$	37,684
Evercore Inc. 5.23% Series B Senior Notes	3/30/2023	5.44	%	66,466		66,356
Evercore Inc. 5.48% Series C Senior Notes	3/30/2026	5.64	%	47,542		47,493
Evercore Inc. 5.58% Series D Senior Notes	3/30/2028	5.72	%	16,828		16,814
Total				$	168,612	$	168,347