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, 2017 and 2016 are described and presented below.



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Basic Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Partners Inc. common shareholders	$	18,184	$	24,087	$	98,955	$	29,405
Denominator:
Weighted average Class A Shares outstanding, including vested restricted stock units ("RSUs")	40,109		39,249		40,294		39,435
Basic net income per share attributable to Evercore Partners Inc. common shareholders	$	0.45	$	0.61	$	2.46	$	0.75
Diluted Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Partners Inc. common shareholders	$	18,184	$	24,087	$	98,955	$	29,405
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	$	18,184	$	24,087	$	98,955	$	29,405
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	40,109		39,249		40,294		39,435
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	2,058		1,569		2,468		1,728
Shares that are contingently issuable (b)	2,539		2,785		2,557		3,098
Diluted weighted average Class A Shares outstanding	44,706		43,603		45,319		44,261
Diluted net income per share attributable to Evercore Partners Inc. common shareholders	$	0.41	$	0.55	$	2.18	$	0.66

(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, 2017 and 2016, 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 6,005 and 6,051 for the three and six months ended June 30, 2017, respectively, and 6,499 and 6,456 for the three and six months ended June 30, 2016, 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 $2,728 and $14,118 for the three and six months ended June 30, 2017, respectively, and $3,952 and $5,263 for the three and six months ended June 30, 2016, 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 Class A and E LP Units will result in a dilutive computation in future periods.

(b)

At June 30, 2017 and 2016, 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 well as outstanding Class I-P units of Evercore LP ("Class I-P Units") which are contingently exchangeable into Class I limited partnership units of Evercore LP ("Class I 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 and Class I-P LP Units 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. The Interests/Units that were assumed to be converted to an equal number of Class A Shares for purposes of computing diluted EPS were 2,539 and 2,557 for the three and six months ended June 30, 2017, respectively, and 2,785 and 3,098 for the three and six months ended June 30, 2016, respectively.