Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders

The calculations of basic and diluted net income per share attributable to Evercore Partners Inc. common shareholders for the three and six months ended June 30, 2015 and 2014 are described and presented below.



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2015		2014		2015		2014
Basic Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Partners Inc. common shareholders	$	10,764	$	24,265	$	15,064	$	34,833
Denominator:
Weighted average shares of Class A common stock outstanding, including vested restricted stock units ("RSUs")	36,445		35,744		36,584		35,208
Basic net income per share attributable to Evercore Partners Inc. common shareholders	$	0.30	$	0.68	$	0.41	$	0.99
Diluted Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Partners Inc. common shareholders	$	10,764	$	24,265	$	15,064	$	34,833
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares	(a)		(a)		(a)		(a)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above	(a)		(a)		(a)		(a)
Diluted net income attributable to Evercore Partners Inc. common shareholders	$	10,764	$	24,265	$	15,064	$	34,833
Denominator:
Weighted average shares of Class A common stock outstanding, including vested RSUs	36,445		35,744		36,584		35,208
Assumed exchange of LP Units for Class A Shares	(a)		(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	1,804		2,718		2,029		3,095
Shares that are contingently issuable (b)	813		130		768		166
Assumed conversion of Warrants issued	3,103		3,268		3,098		3,312
Diluted weighted average shares of Class A common stock outstanding	42,165		41,860		42,479		41,781
Diluted net income per share attributable to Evercore Partners Inc. common shareholders	$	0.26	$	0.58	$	0.35	$	0.83

(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 and six months ended June 30, 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 6,712 and 6,752 for the three and six months ended June 30, 2015, respectively, and 4,719 and 4,901 for the three and six months ended June 30, 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 $2,132 and $2,815 for the three and six months ended June 30, 2015, respectively, and $3,197 and $4,786 for the three and six months ended June 30, 2014, respectively. In computing this adjustment, the Company assumes that all vested Class A LP Units and all Class E limited partnership units of Evercore LP ("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 June 30, 2015, the Company has outstanding Class G and H limited partnership interests of Evercore LP ("Class G and H LP 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 and six months ended June 30, 2015, 813 and 768 of these interests, respectively, were assumed to be converted to an equal number of Class A Shares for purposes of computing diluted EPS.

The shares of Class B common stock have no right to receive dividends or a distribution on liquidation or winding up of the Company. The shares of Class B common stock do not share in the earnings of the Company and no earnings are allocable to such class. Accordingly, basic and diluted net income per share of Class B common stock have not been presented.