What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 24 added, 31 removed, 245 unchanged (18% of the section changed)

23 unchanged sentences

and subsidiaries (the "Company") as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those consolidated financial statements.

14 unchanged sentences

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

2 unchanged sentences

Changes in Internal Controls over Financial Reporting

On January 4, 2021, we expanded our enterprise resource planning ("ERP") system to replace certain applications, including our general ledger.

As a result, we had enhanced certain existing, and added other, internal controls to align to the system.

We have not made any changes during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

59 unchanged sentences

Schlosstein (6)

10.9 Contribution and Exchange Agreement, dated February 11, 2010 (7)

10.10 Purchase and Sale Agreement, dated as of March 4, 2010, by and among Evercore Partners Inc., Atalanta Sosnoff Capital LLC, Representative, LLC, in its capacity as the representative, the sellers and Martin T.

10.11 Registration Rights Agreement, dated May 28, 2010 (9)

10.12 Amended and Restated Limited Liability Partnership Deed In Relation to Evercore Partners International LLP and Lexicon Partnership LLP, dated August 19, 2011 (10)

10.13 Purchase and Sale Agreement, dated as of November 11, 2011, by and among Evercore, the Company, the Representative, in its capacity as the representative and the Sellers, regarding the purchase of a non-controlling interest in ABS Investment Management, LLC (11)

10.9 *2012 Confidentiality, Non-Solicitation and Proprietary Information Agreement for Senior Managing Directors (7)

10.15 *Employment Agreement between Evercore Partners International LLP and Andrew Sibbald (14)

10.10 *Restricted Stock Unit Award Agreement effective as of January 29, 2013 between Evercore Partners Inc.

12 unchanged sentences

10.18 Borrowing Base Rider, dated as of June 24, 2016, between Evercore Partners Services East L.L.C., as borrower, and PNC Bank, National Association, as lender (14)

10.25 Committed Line of Credit Note, dated as of June 24, 2016, made by Evercore Partners Services East L.L.C., as borrower (20)

10.19 *Amended and Restated 2016 Evercore Inc.

13 unchanged sentences

Employees and non-members of Evercore Partners International LLP (17)

10.34 Letter from PNC Bank, National Association, as lender, to Evercore Partners Services East L.L.C., as borrower, dated June 14, 2017 (24)

10.27 Seventh Amended and Restated Limited Partnership Agreement of Evercore LP, dated as of November 1, 2017, by and among Evercore Inc., as general partner, and the Limited Partners (as defined therein) of the Partnership (20)

10.36 Letter from PNC Bank, National Association, as lender, to Evercore Partners Services East L.L.C., as borrower, dated June 21, 2018 (28)

10.28 *2019 Form Restricted Stock Unit Award Agreement for U.S.

5 unchanged sentences

Stock Incentive Plan (24)

10.32 Form of Note Purchase Agreement, dated as of March 29, 2021 (25)

10.33 Form of Class L Interest Subscription Agreement (26)

10.34 Amendment No.

1 to the Seventh Amended and Restated Limited Partnership Agreement of Evercore LP , dated as of April 30, 2021, by and among Evercore Inc., as general partner, and the Limited Partners (as defined therein) of the Partnership (26)

10.35 Amendment to Loan Documents (Secured Facility), dated October 29, 2021, by and among Evercore Partners Services East L.L.C., Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (filed herewith)

10.36 Loan Agreement, dated July 26, 2019, between Evercore Partners Services East L.L.C.

and PNC Bank, National Association (filed herewith)

10.37 Amendment to Loan Documents (Unsecured Facility), dated October 29, 2021, by and among Evercore Partners Services East L.L.C., Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (filed herewith)

10.38 Agreement, dated October 29, 2021, between Evercore Group L.L.C.

and PNC Bank, National Association (filed herewith)

10.39 Guaranty and Suretyship Agreement, dated October 29, 2021, between Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (filed herewith)

11 Not included as a separate exhibit - earnings per share can be determined from Note 17 to the consolidated financial statements included in Item 8 – Financial Statements and Supplemental Data.

31 unchanged sentences

001-32975), filed with the SEC on May 22, 2009.

(7) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

001-32975), filed with the SEC on February 16, 2010.

(8) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

001-32975), filed with the SEC on March 5, 2010.

(9) Incorporated by Reference to the Registrant's Registration Statement on Form S-3 (Registration No.

833-171487), as amended, originally filed with the SEC on December 30, 2010.

(10) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

001-32975), filed with the SEC on August 25, 2011.

(11) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

001-32975), filed with the SEC on November 14, 2011.

(7) Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No.

2 unchanged sentences

001-32975), filed with the SEC on January 29, 2013.

(14) Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No.

001-32975), filed with the SEC on February 27, 2013.

(9) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

17 unchanged sentences

(18) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

001-32975), filed with the SEC on June 20, 2017.

(25) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

001-32975), filed with the SEC on September 1, 2017.

11 unchanged sentences

001-32975), filed with the SEC on April 24, 2020.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

(25) Incorporated by Reference to the Registrant's Quarterly Report on Form 10-Q (Commission File No.

001-32975), for the period ended March 31, 2021.

(26) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

001-32975), filed with the SEC on April 30, 2021.

Form 10-K Summary

4 unchanged sentences

Weinberg, Roger C.

Altman, Robert B.

Walsh, Jason Klurfeld and Paul Pensa, and each of them, his true and lawful attorneys-in-fact, with full power and substitution, for him in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to the Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Altman, Celeste Mellet, Jason Klurfeld and Paul Pensa, and each of them, his true and lawful attorneys-in-fact, with full power and substitution, for him in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to the Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the 24th day of February, 2022.

22 unchanged sentences

WILSON III Director

/s/ ROBERT B.

WALSH Chief Financial Officer (Principal Financial Officer)

/s/ CELESTE MELLET Chief Financial Officer (Principal Financial Officer)

Celeste Mellet

/s/ PAUL PENSA Controller (Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures