The calculations of basic and diluted net income per share attributable to Evercore Partners Inc. common shareholders for the three months ended March 31, 2015 and 2014 are described and presented below.



	For the Three Months Ended March 31,
	2015		2014
Basic Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Partners Inc. common shareholders	$	4,300	$	10,568
Denominator:
Weighted average shares of Class A common stock outstanding, including vested restricted stock units ("RSUs")	36,725		34,667
Basic net income per share attributable to Evercore Partners Inc. common shareholders	$	0.12	$	0.30
Diluted Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Partners Inc. common shareholders	$	4,300	$	10,568
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares	(a)		(a)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above	(a)		(a)
Diluted net income attributable to Evercore Partners Inc. common shareholders	$	4,300	$	10,568
Denominator:
Weighted average shares of Class A common stock outstanding, including vested RSUs	36,725		34,667
Assumed exchange of LP Units for Class A Shares	(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	2,246		3,473
Shares that are contingently issuable (b)	724		201
Assumed conversion of Warrants issued	3,093		3,357
Diluted weighted average shares of Class A common stock outstanding	42,788		41,698
Diluted net income per share attributable to Evercore Partners Inc. common shareholders	$	0.10	$	0.25

(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 three months ended March 31, 2015 and 2014, 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 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 per share attributable to Evercore Partners Inc. common shareholders if the effect would have been dilutive were 6,793 and 5,085 for the three months ended March 31, 2015 and 2014, 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 $683 and $1,589 for the three months ended March 31, 2015 and 2014, 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, 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 March 31, 2015, the Company has outstanding Evercore LP G and H Interests which are contingently exchangeable into Class E LP Units, and ultimately Class A shares, as they are subject to certain performance thresholds being achieved. See Note 14 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 three months ended March 31, 2015, 724 of these interests were assumed to be converted for purposes of computing diluted EPS.