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 years ended December 31, 2017, 2016 and 2015 are described and presented below.



	For the Years Ended December 31,
	2017		2016		2015
Basic Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	125,454	$	107,528	$	42,863
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	39,641		39,220		37,161
Basic net income per share attributable to Evercore Inc. common shareholders	$	3.16	$	2.74	$	1.15
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	125,454	$	107,528	$	42,863
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares	(b)		(b)		(b)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above	(b)		(b)		(b)
Diluted net income attributable to Evercore Inc. common shareholders	$	125,454	$	107,528	$	42,863
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	39,641		39,220		37,161
Assumed exchange of LP Units for Class A Shares^(a)(b)	842		—		—
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	2,719		2,065		2,162
Shares that are contingently issuable^(c)	1,624		2,908		1,747
Assumed conversion of Warrants issued^(d)	—		—		2,629
Diluted weighted average Class A Shares outstanding	44,826		44,193		43,699
Diluted net income per share attributable to Evercore Inc. common shareholders	$	2.80	$	2.43	$	0.98

(a)

The Company has outstanding Class J LP Units, which convert into Class E LP Units and ultimately become exchangeable into Class A Shares on a one-for-one basis. During the year ended December 31, 2017, 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 years ended December 31, 2017, 2016 and 2015, 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 5,920, 6,397 and 6,606 for the years ended December 31, 2017, 2016 and 2015, 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 $28,186, $18,196 and $7,697 for the years ended December 31, 2017, 2016 and 2015, 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 years ended December 31, 2017, 2016 and 2015, the Company had outstanding 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 which are contingently exchangeable into Class I LP Units, and ultimately Class A Shares, and outstanding Class K-P Units which are contingently exchangeable into Class K 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 17 for 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 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 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 1,624, 2,908 and 1,747 for the years ended December 31, 2017, 2016 and 2015, respectively.


(d)	In November 2015, Mizuho exercised in full its outstanding Warrants to purchase 5,455 Class A Shares, of which the Company repurchased 2,355 shares.

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.