The calculations of basic and diluted net income per share attributable to Evercore Inc. common shareholders for the three and nine months ended September 30, 2017 and 2016 are described and presented below.



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2017		2016		2017		2016
Basic Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	45,911	$	34,695	$	144,866	$	64,100
Denominator:
Weighted average Class A Shares outstanding, including vested restricted stock units ("RSUs")	39,045		38,912		39,873		39,259
Basic net income per share attributable to Evercore Inc. common shareholders	$	1.18	$	0.89	$	3.63	$	1.63
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	45,911	$	34,695	$	144,866	$	64,100
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares	(b)		(b)		(b)		(b)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above	(b)		(b)		(b)		(b)
Diluted net income attributable to Evercore Inc. common shareholders	$	45,911	$	34,695	$	144,866	$	64,100
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	39,045		38,912		39,873		39,259
Assumed exchange of LP Units for Class A Shares (a)(b)	1,420		—		473		—
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	2,590		2,108		2,509		1,855
Shares that are contingently issuable (c)	981		2,714		2,032		2,971
Diluted weighted average Class A Shares outstanding	44,036		43,734		44,887		44,085
Diluted net income per share attributable to Evercore Inc. common shareholders	$	1.04	$	0.79	$	3.23	$	1.45

(a)

The Company has outstanding Class J limited partnership units of Evercore LP ("Class J LP Units"), which convert into Class E limited partnership units of Evercore LP ("Class E LP Units") and ultimately become exchangeable into Class A Shares on a one-for-one basis. During the three and nine months ended September 30, 2017, the LP Units were dilutive and consequently the effect of their exchange into Class A Shares has been included in the calculation of diluted net income per share attributable to Evercore Inc. common shareholders under the if-converted method. In computing this adjustment, the Company assumes that all Class J LP Units are converted into Class A Shares.

(b)

The Company also has outstanding Class A and E LP Units in 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 nine months ended September 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 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 Inc. common shareholders if the effect would have been dilutive were 5,930 and 6,010 for the three and nine months ended September 30, 2017, respectively, and 6,410 and 6,440 for the three and nine months ended September 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 $6,628 and $20,746 for the three and nine months ended September 30, 2017, respectively, and $5,972 and $11,235 for the three and nine months ended September 30, 2016, 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 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.

(c)

During the three and nine months ended September 30, 2017 and 2016, the Company had outstanding Class G and H limited partnership interests of Evercore LP ("Class G and H LP Interests") which were 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. In July 2017, the Company exchanged all of the outstanding Class H LP Interests for a number of Class J LP Units. See Note 14 for a further discussion. For the purposes of calculating diluted net income per share attributable to Evercore Inc. common shareholders, the Company's Class G and H LP Interests and Class I-P Units are 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 are included in diluted weighted average Class A Shares outstanding is 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 net income per share attributable to Evercore Inc. common shareholders were 981 and 2,032 for the three and nine months ended September 30, 2017, respectively, and 2,714 and 2,971 for the three and nine months ended September 30, 2016, respectively.