The calculations of basic and diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders for the years ended December 31, 2014, 2013 and 2012 are described and presented below.



	For the Years Ended December 31,
	2014		2013			2012
Basic Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income from continuing operations attributable to Evercore Partners Inc.	$	86,874	$	54,867		$	28,889
Associated accretion of redemption price of noncontrolling interest in Trilantic (See Note 15)	—		(68		)	(84		)
Net income from continuing operations attributable to Evercore Partners Inc. common shareholders	86,874		54,799			28,805
Net income (loss) from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(1,605		)	—
Net income attributable to Evercore Partners Inc. common shareholders	$	86,874	$	53,194		$	28,805
Denominator:
Weighted average shares of Class A common stock outstanding, including vested RSUs	35,827		32,208			29,275
Basic net income per share from continuing operations attributable to Evercore Partners Inc. common shareholders	$	2.42	$	1.70		$	0.98
Basic net income (loss) per share from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(0.05		)	—
Basic net income per share attributable to Evercore Partners Inc. common shareholders	$	2.42	$	1.65		$	0.98
Diluted Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income from continuing operations attributable to Evercore Partners Inc. common shareholders	$	86,874	$	54,799		$	28,805
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares	(a)		(a)			(a)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above	(a)		(a)			(a)
Diluted net income from continuing operations attributable to Evercore Partners Inc. common shareholders	86,874		54,799			28,805
Net income (loss) from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(1,605		)	—
Diluted net income attributable to Evercore Partners Inc. common shareholders	$	86,874	$	53,194		$	28,805
Denominator:
Weighted average shares of Class A common stock outstanding, including vested RSUs	35,827		32,208			29,275
Assumed exchange of LP Units for Class A Shares	(a)		(a)			(a)
Additional shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs and deferred consideration, as calculated using the Treasury Stock Method	2,723		3,585			2,386
Shares that are contingently issuable (b)	88		—			—
Assumed conversion of Warrants issued	3,205		2,688			887
Diluted weighted average shares of Class A common stock outstanding	41,843		38,481			32,548
Diluted net income per share from continuing operations attributable to Evercore Partners Inc. common shareholders	$	2.08	$	1.42		$	0.89
Diluted net income (loss) per share from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(0.04		)	—
Diluted net income per share attributable to Evercore Partners Inc. common shareholders	$	2.08	$	1.38		$	0.89

(a)

The Company has outstanding LP Units in its subsidiary, Evercore LP, which give the holders the right to receive Class A Shares upon exchange on a one for one basis. During the years ended December 31, 2014, 2013 and 2012, the LP Units were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the calculation of diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders. The units that would have been included in the denominator of the computation of diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders if the effect would have been dilutive were 5,161, 6,433 and 8,695 for the years ended December 31, 2014, 2013 and 2012, respectively. The adjustment to the numerator, Diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $12,912, $12,804 and $8,135 for the years ended December 31, 2014, 2013 and 2012, respectively. In computing this adjustment, the Company assumes that all vested Class A LP Units and all Class E LP Units are converted into Class A Shares, all unvested Class A LP Units (as of December 31, 2013 all Class A LP Units were fully vested) after applying the treasury stock method are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Partners Inc. and, that it has adopted a conventional corporate tax structure and is taxed as a C Corporation in the U.S. at prevailing corporate tax rates. The Company does not anticipate that the LP Units will result in a dilutive computation in future periods.

(b)

At December 31, 2014, the Company has outstanding Evercore LP G and H Interests which are contingently exchangeable into Class A shares, subject to certain performance thresholds being achieved. See Note 17 for a further discussion. For the purposes of calculating diluted net income per share attributable to Evercore Partners Inc. common shareholders, the Company’s Class G and H LP Interests will be included in diluted weighted average Class A Shares outstanding as of the beginning of the period in which all necessary performance conditions have been satisfied. If all necessary performance conditions have not been satisfied by the end of the period, the number of shares that will be included in diluted weighted average Class A shares outstanding will be based on the number of shares that would be issuable if the end of the reporting period were the end of the performance period. For the year ended December 31, 2014, none of these interests were assumed to be converted for purposes of computing diluted EPS.