Net Income Per Share Attributable to Evercore Inc. Common Shareholders

9 Months Ended

Sep. 30, 2019

Net Income Per Share Attributable to Evercore Inc. Common Shareholders

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, 2019 and 2018 are described and presented below.



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Basic Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	43,278	$	49,461	$	192,252	$	213,935
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	39,704		40,966		40,246		40,762
Basic net income per share attributable to Evercore Inc. common shareholders	$	1.09	$	1.21	$	4.78	$	5.25
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	43,278	$	49,461	$	192,252	$	213,935
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	$	43,278	$	49,461	$	192,252	$	213,935
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	39,704		40,966		40,246		40,762
Assumed exchange of LP Units for Class A Shares^(a)(b)	648		1,297		756		1,405
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	2,037		3,195		2,035		2,975
Shares that are contingently issuable^(c)	400		400		400		400
Diluted weighted average Class A Shares outstanding	42,789		45,858		43,437		45,542
Diluted net income per share attributable to Evercore Inc. common shareholders	$	1.01	$	1.08	$	4.43	$	4.70

(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, 2019 and 2018, the Class J 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, 2019 and 2018, the Class A and E 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 5,310 and 5,238 for the three and nine months ended September 30, 2019, respectively, and 5,018 and 5,125 for the three and nine months ended September 30, 2018, 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 $6,804 and $25,996 for the three and nine months ended September 30, 2019, respectively, and $6,423 and $26,881 for the three and nine months ended September 30, 2018, 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 the Company is subject to the statutory tax rates of a C-Corporation under a conventional corporate tax structure 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)

The Company has 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, and outstanding Class K-P units of Evercore LP ("Class K-P Units") which are contingently exchangeable into Class K limited partnership units of Evercore LP ("Class K LP Units"), and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved. For the purposes of calculating diluted net income per share attributable to Evercore Inc. common shareholders, the Company's Class I-P and Class K-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 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 400 for the three and nine months ended September 30, 2019 and 2018.

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.