Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                  TO                

Commission File Number: 001-33551

 

 

The Blackstone Group L.P.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   20-8875684

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

345 Park Avenue

New York, New York 10154

(Address of principal executive offices)(Zip Code)

(212) 583-5000

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x

   Accelerated filer  ¨

Non-accelerated filer  ¨

   Smaller reporting company  ¨

(Do not check if a smaller reporting company)

  

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of the Registrant’s voting common units representing limited partner interests outstanding as of April 29, 2011 was 359,303,409. The number of the Registrant’s non-voting common units representing limited partner interests outstanding as of April 29, 2011 was 109,083,468.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page  

PART I.

  

FINANCIAL INFORMATION

  

ITEM 1.

  

FINANCIAL STATEMENTS

     4   
  

Unaudited Condensed Consolidated Financial Statements — March 31, 2011 and 2010:

  
  

Condensed Consolidated Statements of Financial Condition as of March 31, 2011 and December 31, 2010

     4   
  

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010

     6   
  

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010

     7   
  

Notes to Condensed Consolidated Financial Statements

     9   

ITEM 1A.

  

UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION

     43   

ITEM 2.

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     45   

ITEM 3.

  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     96   

ITEM 4.

  

CONTROLS AND PROCEDURES

     99   

PART II.

  

OTHER INFORMATION

  

ITEM 1.

  

LEGAL PROCEEDINGS

     100   

ITEM 1A.

  

RISK FACTORS

     101   

ITEM 2.

  

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     101   

ITEM 3.

  

DEFAULTS UPON SENIOR SECURITIES

     101   

ITEM 4.

  

(REMOVED AND RESERVED)

     101   

ITEM 5.

  

OTHER INFORMATION

     101   

ITEM 6.

  

EXHIBITS

     102   

SIGNATURES

     103   

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2010 and in this report, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

 

 

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In this report, references to “Blackstone,” the “Partnership”, “we,” “us” or “our” refer to The Blackstone Group L.P. and its consolidated subsidiaries. Unless the context otherwise requires, references in this report to the ownership of Mr. Stephen A. Schwarzman, our founder, and other Blackstone personnel include the ownership of personal planning vehicles and family members of these individuals.

“Blackstone Funds,” “our funds” and “our investment funds” refer to the private equity funds, real estate funds, funds of hedge funds, credit-oriented funds, collateralized loan obligation (“CLO”) vehicles, and closed-end mutual funds and management investment companies that are managed by Blackstone. “Our carry funds” refer to the private equity funds, real estate funds and certain of the credit-oriented funds (with multi-year drawdown, commitment-based structures that only pay carry on the realization of an investment) that are managed by Blackstone. “Our hedge funds” refer to our funds of hedge funds, certain of our real estate debt investment funds and certain other credit-oriented funds (including three publicly registered closed-end management investment companies), which are managed by Blackstone.

“Assets under management” refers to the assets we manage. Our assets under management equals the sum of:

 

  (a) the fair value of the investments held by our carry funds plus the capital that we are entitled to call from investors in those funds pursuant to the terms of their capital commitments to those funds (plus the fair value of co-investments arranged by us that were made by limited partners of our funds in portfolio companies of such funds and on which we receive fees or a carried interest allocation);

 

  (b) the net asset value of our funds of hedge funds, hedge funds and our closed-end mutual funds and registered investment companies;

 

  (c) the fair value of assets we manage pursuant to separately managed accounts; and

 

  (d) the amount of capital raised for our CLOs.

Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their election. Our hedge funds generally have structures that afford an investor the right to withdraw or redeem their interests on a periodic basis (e.g., annually or quarterly), in most cases upon advance written notice, with the majority of our funds requiring from 60 days up to 95 days’ notice, depending on the fund and the liquidity profile of the underlying assets. Investment advisory agreements related to separately managed accounts may generally be terminated by an investor on 30 to 90 days’ notice.

“Fee-earning assets under management” refers to the assets we manage on which we derive management and / or incentive fees. Our fee-earning assets under management equal the sum of:

 

  (a) for our Blackstone Capital Partners (“BCP”) and Blackstone Real Estate Partners (“BREP”) funds where the investment period has not expired, the amount of capital commitments;

 

  (b) for our BCP and BREP funds where the investment period has expired, the remaining amount of invested capital plus binding investment commitments;

 

  (c) for our real estate debt investment funds (“BREDS”), the remaining amount of invested capital;

 

  (d) for our credit-oriented carry funds, the amount of invested capital (which may be calculated to include leverage) or net asset value;

 

  (e) the invested capital of co-investments arranged by us that were made by limited partners of our funds in portfolio companies of such funds and on which we receive fees;

 

  (f) the net asset value of our funds of hedge funds, hedge funds (except our credit-oriented closed-end registered investment companies) and our closed-end mutual funds;

 

  (g) the fair value of assets we manage pursuant to separately managed accounts;

 

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  (h) the gross amount of underlying assets of our CLOs at cost; and

 

  (i) the gross amount of assets (including leverage) for our credit-oriented closed-end registered investment companies.

Our calculations of assets under management and fee-earning assets under management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. In addition, our calculation of assets under management includes commitments to, and the fair value of, invested capital in our funds from Blackstone and our personnel, regardless of whether such commitments or invested capital are subject to fees. Our definitions of assets under management or fee-earning assets under management are not based on any definition of assets under management or fee-earning assets under management that is set forth in the agreements governing the investment funds that we manage.

For our carry funds, total assets under management includes the fair value of the investments held, whereas fee-earning assets under management includes the amount of capital commitments or the remaining amount of invested capital at cost plus binding investment commitments, generally depending on whether the investment period has or has not expired. As such, fee-earning assets under management may be greater than total assets under management when the aggregate fair value of the remaining investments is less than the cost of those investments.

This report does not constitute an offer of any Blackstone Fund.

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Financial Condition (Unaudited)

(Dollars in Thousands, Except Unit Data)

 

     March 31,
2011
     December 31,
2010
 

Assets

     

Cash and Cash Equivalents

   $ 455,811      $ 588,621  

Cash Held by Blackstone Funds and Other

     648,612        790,399  

Investments (including assets pledged of $71,601 and $62,670 at March 31, 2011 and December 31, 2010, respectively)

     12,676,464        11,974,472  

Accounts Receivable

     379,827        495,893  

Reverse Repurchase Agreements

     229,723        181,425  

Due from Affiliates

     768,749        795,395  

Intangible Assets, Net

     738,465        779,311  

Goodwill

     1,703,602        1,703,602  

Other Assets

     253,356        293,194  

Deferred Tax Assets

     1,394,158        1,242,293  
                 

Total Assets

   $ 19,248,767      $ 18,844,605  
                 

Liabilities and Partners’ Capital

     

Loans Payable

   $ 7,325,138      $ 7,198,898  

Due to Affiliates

     1,939,129        1,762,287  

Accrued Compensation and Benefits

     685,080        821,568  

Securities Sold, Not Yet Purchased

     209,666        116,688  

Accounts Payable, Accrued Expenses and Other Liabilities

     658,939        691,807  
                 

Total Liabilities

     10,817,952        10,591,248  
                 

Commitments and Contingencies

     

Redeemable Non-Controlling Interests in Consolidated Entities

     671,164        600,836  
                 

Partners’ Capital

     

Partners’ Capital (common units: 458,559,767 issued and outstanding as of March 31, 2011; 416,092,022 issued and outstanding as of December 31, 2010)

     4,122,841        3,888,211  

Appropriated Partners’ Capital

     295,544        470,583  

Accumulated Other Comprehensive Income

     3,101        4,302  

Non-Controlling Interests in Consolidated Entities

     893,290        870,908  

Non-Controlling Interests in Blackstone Holdings

     2,444,875        2,418,517  
                 

Total Partners’ Capital

     7,759,651        7,652,521  
                 

Total Liabilities and Partners’ Capital

   $ 19,248,767      $ 18,844,605  
                 

continued...

See notes to condensed consolidated financial statements.

 

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THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Financial Condition (Unaudited)

(Dollars in Thousands)

The following presents the portion of the consolidated balances presented above attributable to consolidated Blackstone Funds which are variable interest entities. The following assets may only be used to settle obligations of these consolidated Blackstone Funds and these liabilities are only the obligations of these consolidated Blackstone Funds and they do not have recourse to the general credit of Blackstone.

 

     March 31,
2011
     December 31,
2010
 

Assets

     

Cash Held by Blackstone Funds and Other

   $ 510,304      $ 707,622  

Investments

     7,526,788        7,424,329   

Accounts Receivable

     22,074         22,380   

Due from Affiliates

     37,743         30,182   

Other Assets

     22,132         19,823  
                 

Total Assets

   $ 8,119,041      $ 8,204,336  
                 

Liabilities

     

Loans Payable

   $ 6,302,695      $ 6,154,179  

Due to Affiliates

     348,212        304,969  

Accounts Payable, Accrued Expenses and Other

     266,423         330,675  
                 

Total Liabilities

   $ 6,917,330      $ 6,789,823  
                 

See notes to condensed consolidated financial statements.

 

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THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in Thousands, Except Unit and Per Unit Data)

 

     Three Months Ended
March 31,
 
     2011     2010  

Revenues

    

Management and Advisory Fees

   $ 412,738     $ 354,820  
                

Performance Fees

    

Realized

     96,203       54,049  

Unrealized

     512,401       131,779  
                

Total Performance Fees

     608,604       185,828  
                

Investment Income

    

Realized

     12,783       5,726  

Unrealized

     107,395       149,220  
                

Total Investment Income

     120,178       154,946  
                

Interest and Dividend Revenue

     9,490       8,895  

Other

     2,259       (3,250
                

Total Revenues

     1,153,269       701,239  
                

Expenses

    

Compensation and Benefits

    

Compensation

     659,483       924,950  

Performance Fee Compensation

    

Realized

     14,543       7,741  

Unrealized

     162,525       54,600  
                

Total Compensation and Benefits

     836,551       987,291  

General, Administrative and Other

     129,386       106,379  

Interest Expense

     13,803       7,185  

Fund Expenses

     11,124       (141
                

Total Expenses

     990,864       1,100,714  
                

Other Income

    

Net Gains (Losses) from Fund Investment Activities

     (45,191     171,804  
                

Income (Loss) Before Provision (Benefit) for Taxes

     117,214       (227,671

Provision for Taxes

     38,850       9,635  
                

Net Income (Loss)

     78,364       (237,306

Net Income Attributable to Redeemable Non- Controlling Interests in Consolidated Entities

     22,025       23,969  

Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities

     (93,081     135,966  

Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings

     106,716       (275,864
                

Net Income (Loss) Attributable to The Blackstone Group L.P.

   $ 42,704     $ (121,377
                

Net Loss Per Common Unit, Basic and Diluted

     $ (0.36
          

Net Income Per Common Unit, Basic

   $ 0.10    
          

Net Income Per Common Unit, Diluted

   $ 0.09    
          

Weighted-Average Common Units Outstanding — Basic and Diluted

       333,433,864  
          

Weighted-Average Common Units Outstanding — Basic

     447,742,389    
          

Weighted-Average Common Units Outstanding — Diluted

     457,652,916    
          

Revenues Earned from Affiliates

    

Management and Advisory Fees

   $ 70,038     $ 38,767  
                

See notes to condensed consolidated financial statements.

 

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THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)

 

     Three Months Ended
March 31,
 
     2011     2010  

Operating Activities

    

Net Income (Loss)

   $ 78,364     $ (237,306

Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:

    

Blackstone Funds Related:

    

Unrealized Depreciation (Appreciation) on Investments Allocable to Non-Controlling Interests in Consolidated Entities

     (20,698     (198,141

Net Realized (Gains) Losses on Investments

     (179,148     (29,801

Changes in Unrealized (Gains) Losses on Investments Allocable to Blackstone Group

     (89,106     (146,597

Unrealized Depreciation on Hedge Activities

     561       (852

Non-Cash Performance Fees

     (375,102     (99,172

Non-Cash Performance Fee Compensation

     177,069       62,341  

Equity-Based Compensation Expense

     426,280       723,145  

Amortization of Intangibles

     40,846       39,512  

Other Non-Cash Amounts Included in Net Income

     14,806       6,503  

Cash Flows Due to Changes in Operating Assets and Liabilities:

    

Cash Held by Blackstone Funds and Other

     141,787       (37,117

Cash Relinquished with Continuing Liquidation of Partnership

     395       3,562  

Accounts Receivable

     130,920       (12,112

Reverse Repurchase Agreements

     (48,298     —     

Due from Affiliates

     (984     (52,798

Other Assets

     32,723       (1,906

Accrued Compensation and Benefits

     (273,284     (92,748

Securities Sold, Not Yet Purchased

     93,711       248  

Accounts Payable, Accrued Expenses and Other Liabilities

     (273,956     23,089  

Due to Affiliates

     22,307       (30,073

Short Term Investments Purchased

     (733,450     (313,507

Proceeds from Sale of Investments

     708,437       239,918  

Blackstone Funds Related:

    

Investments Purchased

     (1,953,083     (515,269

Proceeds from Sale of Investments

     2,520,410       689,581  
                

Net Cash Provided by Operating Activities

     441,507       20,500  
                

Investing Activities

    

Purchase of Furniture, Equipment and Leasehold Improvements

     (5,710     (6,974

Changes in Restricted Cash

     321       (146
                

Net Cash Used in Investing Activities

     (5,389     (7,120
                

Financing Activities

    

Distributions to Non-Controlling Interest Holders in Consolidated Entities

     (135,412     (37,040

Contributions from Non-Controlling Interest Holders in Consolidated Entities

     118,434       3,773  

 

continued...

 

See notes to condensed consolidated financial statements.

 

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THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Cash Flows (Unaudited)—(Continued)

(Dollars in Thousands)

 

     Three Months Ended
March 31,
 
     2011     2010  

Purchase of Interests from Certain Non-Controlling Interest Holders

   $ (2,056   $ (152

Net Settlement of Vested Common Units and Repurchase of Common and Holdings Units

     (6,823     (9,489

Proceeds from Loans Payable

     2,246       972  

Repayment of Loans Payable

     (17,713     (26,735

Distributions to Unitholders

     (371,994     (269,548

Blackstone Funds Related:

    

Proceeds from Loans Payable

     200       —     

Repayment of Loans Payable

     (155,810     —     
                

Net Cash Used in Financing Activities

     (568,928     (338,219
                

Net Decrease in Cash and Cash Equivalents

     (132,810     (324,839

Cash and Cash Equivalents, Beginning of Period

     588,621       952,096  
                

Cash and Cash Equivalents, End of Period

   $ 455,811     $ 627,257  
                

Supplemental Disclosure of Cash Flows Information

    

Payments for Interest

   $ 635     $ 663  
                

Payments for Income Taxes

   $ 17,611     $ 24,281  
                

Supplemental Disclosure of Non-Cash Operating Activities

    

Net Activities Related to Capital Transactions of Consolidated Blackstone Funds

   $ 1,721     $ 2,288  
                

Net Assets Related to the Consolidation of CLO Vehicles

   $ —        $ 217,631  
                

Transfer of Interests to Non-Controlling Interest Holders

   $ (1,111   $ (11,778
                

Change in The Blackstone Group L.P.’s Ownership Interest

   $ (5,772   $ (5,551
                

Net Settlement of Vested Common Units

   $ 4,369     $ 22,969  
                

Conversion of Blackstone Holdings Units to Common Units

   $ 137,961     $ 53,678  
                

Exchange of Founders’ and Non-Controlling Interest Holders’ Interests in Blackstone Holdings:

    

Deferred Tax Asset

   $ (176,013   $ 83,403  
                

Due to Affiliates

   $ 142,212     $ (63,497
                

Partners’ Capital

   $ 33,801     $ (19,906
                

See notes to condensed consolidated financial statements.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

1. ORGANIZATION

The Blackstone Group L.P., together with its subsidiaries, (“Blackstone” or the “Partnership”) is a leading global manager of private capital and provider of financial advisory services. The alternative asset management business includes the management of private equity funds, real estate funds, funds of hedge funds, credit-oriented funds, collateralized loan obligation (“CLO”) vehicles, separately managed accounts, publicly traded closed-end mutual funds and registered investment companies (collectively referred to as the “Blackstone Funds”). Blackstone also provides various financial advisory services, including financial advisory, restructuring and reorganization advisory and fund placement services. Blackstone’s business is organized into five segments: private equity, real estate, hedge fund solutions, credit businesses, and financial advisory.

The Partnership was formed as a Delaware limited partnership on March 12, 2007. The Partnership is managed and operated by its general partner, Blackstone Group Management L.L.C., which is in turn wholly-owned and controlled by one of Blackstone’s founders, Stephen A. Schwarzman (the “Founder”), and Blackstone’s other senior managing directors.

The activities of the Partnership are conducted through its holding partnerships: Blackstone Holdings I L.P.; Blackstone Holdings II L.P.; Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. (collectively, “Blackstone Holdings”, “Blackstone Holdings Partnerships” or the “Holding Partnerships”). On June 18, 2007, in preparation for an initial public offering (“IPO”), the predecessor owners (“Predecessor Owners”) of the Blackstone business completed a reorganization (the “Reorganization”) whereby, with certain limited exceptions, the operating entities of the predecessor organization and the intellectual property rights associated with the Blackstone name were contributed (“Contributed Businesses”) to five holding partnerships (Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and Blackstone Holdings V L.P.) either directly or indirectly via a sale to certain wholly-owned subsidiaries of the Partnership and then a contribution to the Holding Partnerships. The Partnership, through its wholly-owned subsidiaries, is the sole general partner in each of these Holding Partnerships. The reorganization was accounted for as an exchange of entities under common control for the component of interests contributed by the Founders and the other senior managing directors (collectively, the “Control Group”) and as an acquisition of non-controlling interests using the purchase method of accounting for all the predecessor owners other than the Control Group.

On January 1, 2009, the number of Holding Partnerships was reduced from five to four through the transfer of assets and liabilities of Blackstone Holdings III L.P. to Blackstone Holdings IV L.P. In connection therewith, Blackstone Holdings IV L.P. was renamed Blackstone Holdings III L.P. and Blackstone Holdings V L.P. was renamed Blackstone Holdings IV L.P. Blackstone Holdings refers to the five holding partnerships prior to the January 2009 reorganization and the four holding partnerships subsequent to the January 2009 reorganization.

Generally, holders of the limited partner interests in the four Holding Partnerships may, up to four times each year, exchange their limited partnership interests (“Partnership Units”) for Blackstone Common Units, on a one-to-one basis, exchanging one Partnership Unit in each of the four Holding Partnerships for one Blackstone Common Unit.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

for interim financial information and the instructions to Form 10-Q. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission.

The condensed consolidated financial statements include the accounts of the Partnership, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which the Partnership is considered the primary beneficiary, and certain partnerships or similar entities which are not considered variable interest entities but in which the general partner is presumed to have control.

All intercompany balances and transactions have been eliminated in consolidation.

Restructurings within consolidated CLOs are treated as investment purchases or sales, as applicable, in the Condensed Consolidated Statements of Cash Flows.

Certain reclassifications have been made to prior year amounts to conform to the current year presentation as follows:

 

   

In January 2011, Blackstone separated its Credit and Marketable Alternatives segment into two new segments: Hedge Fund Solutions and Credit Businesses. The Hedge Fund Solutions segment, which is comprised primarily of Blackstone Alternative Asset Management, an institutional solutions provider utilizing hedge funds across a variety of strategies, and the Indian-focused and Asian-focused closed-end mutual funds. The Credit Businesses segment, which is comprised principally of GSO, manages credit-oriented funds, CLOs, credit-focused separately managed accounts and publicly registered debt-focused investment companies. This change in Blackstone’s segment reporting aligns it to its management reporting and organization structure and is consistent with the manner in which resource deployment and compensation decisions are made. Blackstone’s segment results have been retrospectively presented for all periods reported.

 

   

As of March 31, 2011, Blackstone elected to aggregate changes in assets and liabilities relating to hedging activities within Unrealized Depreciation on Hedge Activities in the Condensed Consolidated Statements of Cash Flows. Previously, amounts relating to changes in hedging instruments had been presented in Cash Flows Due to Changes in Operating Assets and Liabilities—Other Assets. The reclassification of amounts in 2010 had no impact on Net Cash Provided by Operating Activities.

Consolidation

The Partnership consolidates all entities that it controls through a majority voting interest or otherwise, including those Blackstone Funds in which the general partner is presumed to have control. Although the Partnership has a non-controlling interest in the Blackstone Holdings partnerships, the limited partners do not have the right to dissolve the partnerships or have substantive kick out rights or participating rights that would overcome the presumption of control by the Partnership. Accordingly, the Partnership consolidates Blackstone Holdings and records non-controlling interests to reflect the economic interests of the limited partners of Blackstone Holdings.

In addition, the Partnership consolidates all variable interest entities (“VIE”) in which it is the primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

A controlling financial interest is defined as (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The consolidation guidance requires an analysis to (a) determine whether an entity in which the Partnership holds a variable interest is a variable interest entity and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment. Variable interest entities qualify for the deferral of the consolidation guidance if all of the following conditions have been met:

 

  (a) The entity has all of the attributes of an investment company as defined under AICPA Accounting and Auditing Guide, Investment Companies (“Investment Company Guide”), or does not have all the attributes of an investment company but it is an entity for which it is acceptable based on industry practice to apply measurement principles that are consistent with the Investment Company Guide,

 

  (b) The reporting entity does not have explicit or implicit obligations to fund any losses of the entity that could potentially be significant to the entity, and

 

  (c) The entity is not a securitization or asset-backed financing entity or an entity that was formerly considered a qualifying special purpose entity.

Where the VIEs have qualified for the deferral of the current consolidation guidance, the analysis is based on previous consolidation guidance. This guidance requires an analysis to determine (a) whether an entity in which the Partnership holds a variable interest is a variable interest entity and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would be expected to absorb a majority of the variability of the entity. Under both guidelines, the Partnership determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and reconsiders that conclusion continuously. In evaluating whether the Partnership is the primary beneficiary, Blackstone evaluates its economic interests in the entity held either directly by the Partnership and its affiliates or indirectly through employees. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Partnership is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Partnership, affiliates of the Partnership or third parties) or amendments to the governing documents of the respective Blackstone Funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, the Partnership assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.

Assets of consolidated variable interest entities that can only be used to settle obligations of the consolidated VIE and liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of The Blackstone Group L.P. are separately presented in the Condensed Consolidated Statements of Financial Condition.

Blackstone’s other disclosures regarding VIEs are discussed in Note 9. “Variable Interest Entities”.

Fair Value of Financial Instruments

GAAP establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

 

   

Level I — Quoted prices are available in active markets for identical financial instruments as of the reporting date. The type of financial instruments in Level I include listed equities, listed derivatives and mutual funds with quoted prices. The Partnership does not adjust the quoted price for these investments, even in situations where Blackstone holds a large position and a sale could reasonably impact the quoted price.

 

   

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments which are generally included in this category include corporate bonds and loans, government and agency securities, less liquid and restricted equity securities, certain over-the-counter derivatives where the fair value is based on observable inputs, and certain fund of hedge funds investments in which Blackstone has the ability to redeem its investment at net asset value at, or within three months of, the reporting date.

 

   

Level III — Pricing inputs are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partnership interests in private equity and real estate funds, credit-oriented funds, distressed debt and non-investment grade residual interests in securitizations, collateralized loan obligations, certain over the counter derivatives where the fair value is based on unobservable inputs and certain funds of hedge funds which use net asset value per share to determine fair value in which Blackstone may not have the ability to redeem its investment at net asset value at, or within three months of, the reporting date. Blackstone may not have the ability to redeem its investment at net asset value at, or within three months of, the reporting date if an investee fund manager has the ability to limit the amount of redemptions, and/or the ability to side-pocket investments, irrespective of whether such ability has been exercised.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Transfers between levels of the fair value hierarchy are recognized at the beginning of the reporting period.

In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.

In the absence of observable market prices, Blackstone values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist;

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

management’s determination of fair value is then based on the best information available in the circumstances, and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies, real estate properties or certain funds of hedge funds. The valuation technique for each of these investments is described below:

Private Equity Investments — The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies and other measures which, in many cases, are unaudited at the time received. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (e.g., multiplying a key performance metric of the investee company such as EBITDA by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Private equity investments may also be valued at cost for a period of time after an acquisition as the best indicator of fair value.

Real Estate Investments — The fair values of real estate investments are determined by considering projected operating cash flows, sales of comparable assets, if any, and replacement costs among other measures. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rates (“cap rates”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or assets (e.g., multiplying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Additionally, where applicable, projected distributable cash flow through debt maturity will also be considered in support of the investment’s carrying value.

Funds of Hedge Funds — Blackstone Funds’ direct investments in funds of hedge funds (“Investee Funds”) are valued at net asset value (“NAV”) per share of the Investee Fund. If the Partnership determines, based on its own due diligence and investment procedures, that NAV per share does not represent fair value, the Partnership will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with its valuation policies.

Credit-Oriented Investments — The fair values of credit-oriented investments are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In some instances, Blackstone may utilize other valuation techniques, including the discounted cash flow method.

Investments, at Fair Value

The Blackstone Funds are accounted for as investment companies under the Investment Company Guide, and reflect their investments, including majority-owned and controlled investments (the “Portfolio Companies”), at fair value. Blackstone has retained the specialized accounting for the consolidated Blackstone Funds. Thus, such consolidated funds’ investments are reflected in Investments on the Condensed Consolidated Statements of Financial Condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price).

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

Blackstone’s principal investments are presented at fair value with unrealized appreciation or depreciation and realized gains and losses recognized in the Condensed Consolidated Statements of Operations within Investment Income (Loss).

For certain instruments, the Partnership has elected the fair value option. Such election is irrevocable and is applied on an investment by investment basis at initial recognition. The Partnership has applied the fair value option for certain loans and receivables and certain investments in private debt and equity securities that otherwise would not have been carried at fair value with gains and losses recorded in net income. Fair valuing these investments is consistent with how the Partnership accounts for its other principal investments. Loans extended to third parties are recorded within Accounts Receivable within the Condensed Consolidated Statements of Financial Condition. Debt and equity securities for which the fair value option has been elected are recorded within Investments. The methodology for measuring the fair value of such investments is consistent with the methodology applied to private equity, real estate, credit-oriented and funds of hedge funds investments. Changes in the fair value of such instruments are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations. Interest income on interest bearing loans and receivables and debt securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest and Dividend Revenue.

In addition, the Partnership has elected the fair value option for the assets and liabilities of certain CLO vehicles that are consolidated as of January 1, 2010, as a result of the initial adoption of variable interest entity consolidation guidance. The Partnership has also elected the fair value option for CLO vehicles consolidated as of April 1, 2010 and July 20, 2010, as a result of the acquisitions of CLO management contracts. The adjustment resulting from the difference between the fair value of assets and liabilities for each of these events is presented as a transition and acquisition adjustment to Appropriated Partners’ Capital. Assets of the consolidated CLOs are presented within Investments within the Consolidated Statements of Financial Condition and Liabilities within Loans Payable for the amounts due to unaffiliated third parties and Due to Affiliates for the amounts held by non-consolidated affiliates. The methodology for measuring the fair value of such assets and liabilities is consistent with the methodology applied to private equity, real estate, and credit-oriented investments. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income subsequent to adoption are presented within Net Gains from Fund Investment Activities. Amounts attributable to Non-Controlling Interests in Consolidated Entities have a corresponding adjustment to Appropriated Partners’ Capital.

Further disclosure on instruments for which the fair value option has been elected is presented in Note 7. “Fair Value Option” to the Condensed Consolidated Financial Statements.

Security and loan transactions are recorded on a trade date basis.

Equity Method Investments

Investments where the Partnership is deemed to exert significant influence, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, the Partnership’s share of earnings (losses) from equity method investments is included in Investment Income (Loss) in the Condensed Consolidated Statements of Operations. The carrying amounts of equity method investments are reflected in Investments in the Condensed Consolidated Statements of Financial Condition. As the underlying investments of the Partnership’s equity method investments in Blackstone Funds are reported at fair value, the carrying value of the Partnership’s equity method investments are at fair value. Other equity method investments are reviewed for impairment.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

Repurchase and Reverse Repurchase Agreements

Securities purchased under agreement to resell (“reverse repurchase agreements”) and securities sold under agreements to repurchase (“repurchase agreements”), comprising primarily U.S. and non-U.S. government and agency securities, asset-backed securities and corporate debt, represent collateralized financing transactions. Such transactions are recorded in the Condensed Consolidated Statements of Financial Condition at their contractual amounts and include accrued interest. Repurchase Agreements are included in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.

The Partnership manages credit exposure arising from repurchase agreements and reverse repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Partnership, in the event of a customer default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

The Partnership takes possession of securities purchased under reverse repurchase agreements and is permitted to repledge, deliver or otherwise use such securities. The Partnership also pledges its financial instruments to counterparties to collateralize repurchase agreements. Financial instruments pledged that can be repledged, delivered or otherwise used by the counterparty are recorded in Investments on the Condensed Consolidated Statements of Financial Condition.

Securities Sold, Not Yet Purchased

Securities Sold, Not Yet Purchased consist of equity and debt securities that the Partnership has borrowed and sold. The Partnership is required to “cover” its short sale in the future by purchasing the security at prevailing market prices and delivering it to the counterparty from which it borrowed the security. The Partnership is exposed to loss in the event that the price at which a security may have to be purchased to cover a short sale exceeds the price at which the borrowed security was sold short.

Securities Sold, Not Yet Purchased are recorded at fair value in the Condensed Consolidated Statements of Financial Condition.

Derivative Instruments

The Partnership recognizes all derivatives as assets or liabilities on its Condensed Consolidated Statements of Financial Condition at fair value. On the date the Partnership enters into a derivative contract, it designates and documents each derivative contract as one of the following: (a) a hedge of a recognized asset or liability (“fair value hedge”), (b) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), (c) a hedge of a net investment in a foreign operation, or (d) a derivative instrument not designated as a hedging instrument (“freestanding derivative”). For a fair value hedge, Blackstone records changes in the fair value of the derivative and, to the extent that it is highly effective, changes in the fair value of the hedged asset or liability attributable to the hedged risk, in current period earnings in the same caption in the Condensed Consolidated Statements of Operations as the hedged item. Changes in the fair value of derivatives designated as hedging instruments caused by factors other than changes in the risk being hedged, which are excluded from the assessment of hedge effectiveness, are recognized in current period earnings. For freestanding derivative contracts, the Partnership presents changes in fair value in current period earnings.

The Partnership formally documents at inception its hedge relationships, including identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

transaction and the Partnership’s evaluation of effectiveness of its hedged transaction. At least monthly, the Partnership also formally assesses whether the derivative it designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in estimated fair values or cash flows of the hedged items using either the regression analysis or the dollar offset method. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued.

Blackstone’s other disclosures regarding derivative financial instruments are discussed in Note 6. “Derivative Financial Instruments”.

Affiliates

Blackstone considers its founder, senior managing directors, employees, the Blackstone Funds and the Portfolio Companies to be affiliates.

Distributions

Distributions are reflected in the condensed consolidated financial statements when paid.

Recent Accounting Developments

In January 2010, the FASB issued guidance on improving disclosures about fair value measurements. The guidance requires additional disclosure on transfers in and out of Levels I and II fair value measurements in the fair value hierarchy and the reasons for such transfers. In addition, for fair value measurements using significant unobservable inputs (Level III), the reconciliation of beginning and ending balances shall be presented on a gross basis, with separate disclosure of gross purchases, sales, issuances and settlements and transfers in and transfers out of Level III. The new guidance also requires enhanced disclosures on the fair value hierarchy to disaggregate disclosures by each class of assets and liabilities. In addition, an entity is required to provide further disclosures on valuation techniques and inputs used to measure fair value for fair value measurements that fall in either Level II or Level III. The guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level III fair value measurements, which are effective for fiscal years beginning after December 15, 2010. Adoption of the guidance, including the gross presentation of activity in Level III, did not have a material impact on the Partnership’s financial statements.

In December 2010, the FASB issued enhanced guidance on when to perform step two of the goodwill impairment test for reporting units with zero or negative carrying amounts. The updated guidance modifies existing requirements under step one of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires step two to be performed if it is more likely than not that a goodwill impairment exists. The guidance is effective for interim and annual reporting periods beginning after December 15, 2010. Adoption did not have a material impact on the Partnership’s financial statements.

In December 2010, the FASB issued guidance on disclosures around business combinations for public entities that present comparative financial statements. The guidance specifies that an entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period. The guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. As the Partnership has not had any business combinations since January 2011, adoption did not have a material impact on the Partnership’s financial statements.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

In April 2011, the FASB amended existing guidance for agreements to transfer financial assets that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity. The amendments remove from the assessment of effective control (a) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee and (b) the collateral maintenance implementation guidance related to that criterion. The guidance is effective for the first interim or annual period beginning on or after December 15, 2011. Blackstone enters into repurchase agreements that are currently accounted for as collateralized financing transactions. Adoption is not expected to have a material impact on the Partnership’s financial statements.

 

3. GOODWILL AND INTANGIBLE ASSETS

Goodwill and Intangible Assets

The carrying value of goodwill was $1.7 billion as of March 31, 2011 and December 31, 2010. As of March 31, 2011 and December 31, 2010, the fair value of the Partnership’s operating segments substantially exceeded their respective carrying values.

In January 2011, Blackstone separated its Credit and Marketable Alternatives segment into two new segments. Goodwill previously allocated to the Credit and Marketable Alternatives segment has been reallocated to the Hedge Fund Solutions and Credit Businesses segments. Goodwill has been allocated to each of the Partnership’s five segments as follows: Private Equity ($694.5 million), Real Estate ($421.7 million), Hedge Fund Solutions ($172.1 million), Credit Businesses ($346.4 million) and Financial Advisory ($68.9 million).

Intangible Assets, Net consists of the following:

 

     March 31,
2011
    December 31,
2010
 

Finite-Lived Intangible Assets / Contractual Rights

   $ 1,370,255     $ 1,370,255  

Accumulated Amortization

     (631,790     (590,944
                

Intangible Assets, Net

   $ 738,465     $ 779,311  
                

Amortization expense associated with Blackstone’s intangible assets was $40.8 million for the three months ended March 31, 2011 and $39.5 million for the three months ended March 31, 2010. Amortization expense is included within General, Administrative and Other in the accompanying Condensed Consolidated Statements of Operations.

Amortization of Intangible Assets held at March 31, 2011 is expected to be $122.5 million, $108.6 million, $57.0 million, $52.2 million, and $50.3 million for each of the years ending December 31, 2011, 2012, 2013, 2014, and 2015, respectively.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

4. INVESTMENTS

Investments

Investments consists of the following:

 

     March 31,
2011
     December 31,
2010
 

Investments of Consolidated Blackstone Funds

   $ 8,439,789      $ 8,192,327  

Equity Method Investments

     1,924,913        1,921,665  

Blackstone’s Treasury Cash Management Strategies

     923,351        896,367  

Performance Fees

     1,359,470        937,227  

Other Investments

     28,941        26,886  
                 
   $ 12,676,464      $ 11,974,472  
                 

Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $526.5 million and $500.2 million at March 31, 2011 and December 31, 2010, respectively.

At March 31, 2011 and December 31, 2010, consideration was given as to whether any individual investment, including derivative instruments, had a fair value which exceeded 5% of Blackstone’s net assets. At March 31, 2011 and December 31, 2010, no investments exceeded the 5% threshold.

Investments of Consolidated Blackstone Funds

Net Gains from Fund Investment Activities on the Condensed Consolidated Statements of Operations include net realized gains (losses) from realizations and sales of investments and the net change in unrealized gains (losses) resulting from changes in the fair value of the consolidated Blackstone Funds’ investments. The following table presents the realized and net change in unrealized gains (losses) on investments held by the consolidated Blackstone Funds:

 

     Three Months Ended
March 31,
 
     2011     2010  

Realized Gains (Losses)

   $ 70,101     $ (23,524

Net Change in Unrealized Gains (Losses)

     (134,890     184,684  
                
   $ (64,789   $ 161,160  
                

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

The following reconciles the Realized and Net Change in Unrealized Gains (Losses) from Blackstone Funds presented above to Other Income (Loss) — Net Gains (Losses) from Fund Investment Activities in the Condensed Consolidated Statements of Operations:

 

     Three Months Ended
March 31,
 
     2011     2010  

Realized and Net Change in Unrealized Gains (Losses)

from Blackstone Funds

   $ (64,789   $ 161,160  

Reclassification to Investment Income (Loss) and Other

Attributable to Blackstone Side-by-Side Investment

Vehicles

     —          (17,453

Interest and Dividend Revenue Attributable to

Consolidated Blackstone Funds

     19,598       13,676  

Investment Income Attributable to Non-Controlling

Interest Holders

     —          14,421  
                

Other Income — Net Gains (Losses) from Fund

Investment Activities

   $ (45,191   $ 171,804  
                

Equity Method Investments

The Partnership recognized net gains (losses) related to its equity method investments of $89.3 million and $132.7 million for the three months ended March 31, 2011 and 2010, respectively.

Blackstone’s equity method investments include its investments in private equity funds, real estate funds, funds of hedge funds and credit-oriented funds and other proprietary investments, which are not consolidated but in which the Partnership exerts significant influence.

The summarized financial information of the Partnership’s equity method investments are as follows:

 

     Three Months Ended March 31, 2011  
     Private
Equity
    Real
Estate
    Hedge Fund
Solutions
    Credit
Businesses
    Other (a)     Total  

Statement of Income

            

Interest Income

   $ 32     $ 11,402     $ 40     $ 108,537     $ 1     $ 120,012  

Other Income

     311,265       846       10,570       37,735       16,103       376,519  

Interest Expense

     (1,613     (2,050     (67     (8,220     —          (11,950

Other Expenses

     (7,773     (12,451     (11,881     (15,022     (8,951     (56,078

Net Realized and Unrealized Gain from Investments

     1,075,350       1,836,566       202,242       425,243       —          3,539,401  
                                                

Net Income

   $ 1,377,261     $ 1,834,313     $ 200,904     $ 548,273     $ 7,153     $ 3,967,904  
                                                

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

     Three Months Ended March 31, 2010  
     Private
Equity
    Real
Estate
    Hedge Fund
Solutions
    Credit
Businesses
    Total  

Statement of Income

          

Interest Income

   $ 5     $ 6,139     $ 64     $ 133,227     $ 139,435  

Other Income

     151,778       38,252       15       10,539       200,584  

Interest Expense

     (1,553     (733     (38     (19,076     (21,400

Other Expenses

     (5,037     (21,051     (20,471     (15,704     (62,263

Net Realized and Unrealized Gain from Investments

     2,852,369       1,181,963       —          70,411       4,104,743  
                                        

Net Income

   $ 2,997,562     $ 1,204,570     $ (20,430   $ 179,397     $ 4,361,099  
                                        

 

(a) Other represents the summarized financial information of equity method investments whose results, for segment reporting purposes, have been allocated across more than one of Blackstone’s segments.

Blackstone’s Treasury Cash Management Strategies

The portion of Blackstone’s Treasury cash management strategies included in Investments represents the Partnership’s liquid investments in government and other investment and non-investment grade securities. These strategies are managed by third-party institutions. The Partnership has managed its credit risk through diversification of its investments among major financial institutions, all of which have investment grade ratings. The following table presents the realized and net change in unrealized gains (losses) on investments held by Blackstone’s Treasury cash management strategies:

 

     Three Months Ended
March 31,
 
       2011         2010    

Realized Gains (Losses)

   $ (301   $ 1,443  

Net Change in Unrealized Gains (Losses)

     629       2,758  
                
   $ 328     $ 4,201  
                

Performance Fees

Performance Fees allocated to the general partner in respect of performance of certain Carry Funds, funds of hedge funds and credit-oriented funds were as follows:

 

     Private
Equity
    Real
Estate
    Hedge Fund
Solutions
    Credit
Businesses
    Total  

Performance Fees, December 31, 2010

   $ 573,042     $ 65,477     $ 9,534     $ 289,174     $ 937,227  

Change in Fair Value of Funds

     114,226       356,252       4,130       88,951       563,559  

Foreign Exchange Gains

     —          1,292       —          —          1,292  

Fund Cash Distributions

     (83,987     (12,242     (5,911     (40,468     (142,608
                                        

Performance Fees, March 31, 2011

   $ 603,281     $ 410,779     $ 7,753     $ 337,657     $ 1,359,470  
                                        

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

Other Investments

Other Investments consist primarily of investment securities held by Blackstone for its own account. The following table presents Blackstone’s realized and net change in unrealized gains (losses) in other investments:

 

     Three Months Ended
March 31,
 
       2011          2010    

Realized Gains (Losses)

   $ —         $ 1,179  

Net Change in Unrealized Gains (Losses)

     949        470  
                 
   $ 949      $ 1,649  
                 

 

5. NET ASSET VALUE AS FAIR VALUE

Certain of the consolidated Blackstone Funds of hedge funds and credit-oriented funds measure their investments in underlying funds at fair value using NAV per share without adjustment. The terms of the investee’s investment generally provide for minimum holding periods or lock-ups, the institution of gates on redemptions or the suspension of redemptions or an ability to side-pocket investments, at the discretion of the investee’s fund manager, and as a result, investments may not be redeemable at, or within three months of, the reporting date. A side pocket is used by hedge funds and funds of hedge funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restriction. Redemptions are generally not permitted until the investments within a side pocket are liquidated or it is deemed that the conditions existing at the time that required the investment to be included in the side pocket no longer exist. As the timing of either of these events is uncertain, the timing at which the Partnership may redeem an investment held in a side pocket cannot be estimated. A summary of fair value by strategy type alongside the consolidated funds of hedge funds’ remaining unfunded commitments and ability to redeem such investments as of March 31, 2011 is presented below:

 

Strategy

   Fair Value      Unfunded
Commitments
     Redemption
Frequency (if
currently eligible)
    Redemption
Notice
Period
 

Diversified Instruments

   $ 264,434      $ 3,891        (a     (a

Credit Driven

     203,846        3,871        (b     (b

Event Driven

     123,014        —           (c     (c

Equity

     162,808        —           (d     (d

Commodities

     41,936        —           (e     (e
                      
   $ 796,038      $ 7,762       
                      

 

(a) Diversified Instruments includes investments in hedge funds that invest across multiple strategies. Investments representing 98% of the value of the investments in this category are subject to redemption restrictions at the discretion of the investee fund manager who may choose (but may not have exercised such ability) to side-pocket such investments. As of the reporting date, the investee fund manager had elected to side-pocket 15% of Blackstone’s investments. The time at which this redemption restriction may lapse cannot be estimated. The remaining 2% of investments within this category represent investments in hedge funds that are in the process of liquidating. Distributions from these funds will be received as underlying investments are liquidated.
(b)

The Credit Driven category includes investments in hedge funds that invest primarily in domestic and international bonds. Investments representing 68% of the value of the investments in this category may not be redeemed at, or within three months of, the reporting date. Investments representing 28% of the value in the credit driven category are subject to redemption restrictions at the discretion of the investee fund

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

 

manager who may choose (but may not have exercised such ability) to side-pocket such investments. As of the reporting date, the investee fund manager had elected to side-pocket 4% of Blackstone’s investments. Investments representing 3% of the value within this category represents an investment in a fund of hedge funds that is in the process of liquidation. Distributions from this fund will be received as underlying investments are liquidated. The remaining 1% of investments within this category are redeemable as of the reporting date.

(c) The Event Driven category includes investments in hedge funds whose primary investing strategy is to identify certain event-driven investments. Withdrawals are not permitted in this category. Distributions will be received as the underlying investments are liquidated.
(d) The Equity category includes investments in hedge funds that invest primarily in domestic and international equity securities. Investments representing 66% of the total value of investments in this category may not be redeemed at, or within three months of, the reporting date. The remaining 34% are subject to redemption restrictions at the discretion of the investee fund manager who may choose (but may not have elected such ability) to side-pocket such investments. As of the reporting date, the investee fund manager had not elected to side-pocket Blackstone’s investments.
(e) The Commodities category includes investments in commodities-focused hedge funds that primarily invest in futures and physical-based commodity driven strategies. Withdrawals are not permitted in this category. Distributions will be received as the underlying investments are liquidated.

 

6. DERIVATIVE FINANCIAL INSTRUMENTS

Blackstone enters into derivative contracts in order to hedge its interest rate risk exposure against the effects of interest rate changes. Additionally, Blackstone and the Blackstone Funds enter into derivative contracts in the normal course of business to achieve certain other risk management objectives and for general investment purposes. As a result of the use of derivative contracts, Blackstone and the consolidated Blackstone Funds are exposed to the risk that counterparties will fail to fulfill their contractual obligations. To mitigate such counterparty risk, Blackstone and the consolidated Blackstone Funds enter into contracts with certain major financial institutions, all of which have investment grade ratings. Counterparty credit risk is evaluated in determining the fair value of derivative instruments.

Fair Value Hedges

The Partnership uses interest rate swaps to hedge a portion of the interest rate risk associated with its fixed rate borrowings. The Partnership has designated these financial instruments as fair value hedges. Changes in fair value of the derivative and, to the extent that it is highly effective, changes in the fair value of the hedged liability, are recorded within General, Administrative and Other in the Condensed Consolidated Statements of Operations. The fair value of the derivative instrument is reflected within Other Assets in the Condensed Consolidated Statements of Financial Condition.

Freestanding Derivatives

Freestanding derivatives are instruments that Blackstone and certain of the consolidated Blackstone Funds have entered into as part of their overall risk management and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include foreign exchange contracts, equity swaps, options, futures and other derivative contracts. Changes in the fair value of derivative instruments held by consolidated Blackstone Funds are reflected in Net Gains from Funds Investment Activities or, where derivative instruments are held by the Partnership, within Investment Income (Loss), in the Condensed Consolidated Statements of Operations. The fair value of freestanding derivative assets are recorded within Investments and freestanding derivative liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

The table below summarizes the aggregate notional amount and fair value of the derivative financial instruments:

 

    March 31, 2011     December 31, 2010  
    Assets     Liabilities     Assets     Liabilities  
    Notional     Fair
Value
    Notional     Fair
Value
    Notional     Fair
Value
    Notional     Fair
Value
 

Fair Value Hedges

               

Interest Rate Swaps

  $ 450,000     $ 13,516     $ —        $ —        $ 450,000     $ 26,192     $ —        $ —     
                                                               

Freestanding Derivatives

               

Blackstone

    39,647       193       193,884       1,263       67,288       339       380,078       996  

Investments of Consolidated Blackstone Funds

    30       8       22       21       409       2       212       2  
                                                               

Freestanding Derivatives

    39,677       201       193,906       1,284       67,697       341       380,290       998  
                                                               

Total

  $ 489,677     $ 13,717     $ 193,906     $ 1,284     $ 517,697     $ 26,533     $ 380,290     $ 998  
                                                               

The table below summarizes the impact to the Condensed Consolidated Statements of Operations from derivative financial instruments:

 

     Three Months Ended
March 31,
 
     2011     2010  

Fair Value Hedges - Interest Rate Swaps

    

Hedge Ineffectiveness

   $ (567   $ 925  

Excluded from Assessment of Effectiveness

     (7,423     7,019  

Freestanding Derivatives

    

Realized Gains (Losses)

     224       (298

Net Change in Unrealized Gain (Loss)

     (1,448     (122

As of March 31, 2011 and December 31, 2010, the Partnership had not designated any derivatives as cash flow hedges or hedges of net investments in foreign operations.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

7. FAIR VALUE OPTION

The following table summarizes the financial instruments for which the fair value option has been elected:

 

     March 31,
2011
     December 31,
2010
 

Assets

     

Loans and Receivables

   $ 14,034      $ 131,290  

Assets of Consolidated CLO Vehicles

     

Corporate Loans

     6,550,729        6,351,966  

Corporate Bonds

     106,074        157,997  

Other

     15,987        12,076  
                 
   $ 6,686,824      $ 6,653,329  
                 

Liabilities

     

Liabilities of Consolidated CLO Vehicles

     

Senior Secured Notes

   $ 6,023,892      $ 5,877,957  

Subordinated Notes

     567,436        555,632  
                 
   $ 6,591,328      $ 6,433,589  
                 

The following table presents the realized and net change in unrealized gains (losses) on financial instruments on which the fair value option was elected:

 

     Three Months Ended March 31,  
     2011     2010  
     Realized
Gains
(Losses)
    Net Change
in  Unrealized
Gains (Losses)
    Realized
Gains (Losses)
    Net Change
in Unrealized
Gains (Losses)
 

Assets

        

Loans and Receivables

   $ —        $ —        $ 81     $ (80

Debt Securities

     —          —          (16     —     

Assets of Consolidated CLO Vehicles

        

Corporate Loans

     42,232       50,219       (5,687     63,685  

Corporate Bonds

     2,047       (29     (42     14,876  

Other

     480       5,375       702       828  
                                
   $ 44,759     $ 55,565     $ (4,962   $ 79,309  
                                

Liabilities

        

Liabilities of Consolidated CLO Vehicles

        

Senior Secured Notes

   $ (5,395   $ (239,958   $ —        $ 16,685  

Subordinated Notes

     —          (24,057     —          (19,602
                                
   $ (5,395   $ (264,015   $ —        $ (2,917
                                

 

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Table of Contents

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

The following table presents for those financial instruments on which the fair value option was elected, the uncollected principal balance on the financial instruments that exceeded the fair value and the fair value and principal balance on the financial instruments that were more than one day past due:

 

     As of March 31, 2011     As of December 31, 2010  
           For Financial Assets Past
Due (a)
          For Financial Assets Past
Due (a)
 
     Excess
(Deficiency)
of Fair Value
Over Principal
    Fair
Value
     Excess
(Deficiency)
of Fair Value
Over Principal
    Excess
(Deficiency)
of Fair Value
Over Principal
    Fair
Value
     Excess
(Deficiency)
of Fair Value
Over Principal
 

Loans and Receivables

   $ 79     $ —         $ —        $ 1,391     $ —         $ —     

Assets of Consolidated CLO Vehicles

              

Corporate Loans

     (158,774     5,400        (1,972     (244,233     5,393        (2,164

Corporate Bonds

     123       5,834        (1,832     (1,545     5,630        (2,082
                                                  
   $ (158,572   $ 11,234      $ (3,804   $ (244,387   $ 11,023      $ (4,246
                                                  

 

(a) Past due Corporate Loans and Corporate Bonds within CLO assets are classified as past due if contractual payments are more than one day past due.

As of March 31, 2011 and December 31, 2010, no Loans and Receivables on which the fair value option was elected were past due or in non-accrual status.

 

8. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

The following tables summarize the valuation of the Partnership’s financial assets and liabilities by the fair value hierarchy as of March 31, 2011 and December 31, 2010, respectively:

 

     March 31, 2011  
     Level I      Level II      Level III      Total  

Assets

           

Investments of Consolidated Blackstone Funds (a)

           

Investment Funds

   $ —         $ 1,801      $ 794,237      $ 796,038  

Equity Securities

     105,543        22,332        136,423        264,298  

Partnership and LLC Interests

     —          27,053         532,634        559,687  

Debt Instruments

     117        131,980        14,879        146,976  

Assets of Consolidated CLO Vehicles

     —           6,409,271        263,519        6,672,790  
                                   

Total Investments of Blackstone Consolidated Funds

     105,660        6,592,437        1,741,692        8,439,789  

Blackstone’s Treasury Cash Management Strategies

     446,036        477,315        —           923,351  

Money Market Funds

     110,467        —           —           110,467  

Freestanding Derivatives

     —           193        —           193  

Derivative Instruments Used as Fair Value Hedges

     —           13,516        —           13,516  

Loans and Receivables

     —           —           14,034        14,034  

Other Investments

     7,310        661        20,970        28,941  
                                   
   $ 718,854      $ 7,034,741      $ 1,776,696      $ 9,530,291  
                                   

Liabilities

           

Liabilities of Consolidated CLO Vehicles (a)

   $ —         $ —         $ 6,591,328      $ 6,591,328  

Freestanding Derivatives

     600        663        —           1,263  

Securities Sold, Not Yet Purchased

     541        209,125        —           209,666  
                                   
   $ 1,141      $ 209,788      $ 6,591,328      $ 6,802,257  
                                   

 

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Table of Contents

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

     December 31, 2010  
     Level I      Level II      Level III      Total  

Assets

           

Investments of Consolidated Blackstone Funds (a)

           

Investment Funds

   $ —         $ 2,333      $ 723,583      $ 725,916  

Equity Securities

     133,483        24,007        136,614        294,104  

Partnership and LLC Interests

     —           —           500,162        500,162  

Debt Instruments

     107        138,518        11,481        150,106  

Assets of Consolidated CLO Vehicles

     —           6,291,508        230,531        6,522,039  
                                   

Total Investments of Blackstone Consolidated Funds

     133,590        6,456,366        1,602,371        8,192,327  

Blackstone’s Treasury Cash Management Strategies

     442,700        453,667        —           896,367  

Money Market Funds

     165,957        —           —           165,957   

Freestanding Derivatives

     13        326        —           339  

Derivative Instruments Used as Fair Value Hedges

     —           26,192        —           26,192  

Loans and Receivables

     —           —           131,290        131,290  

Other Investments

     6,852        362        19,672        26,886  
                                   
   $ 749,112      $ 6,936,913      $ 1,753,333      $ 9,439,358  
                                   

Liabilities

           

Liabilities of Consolidated CLO Vehicles (a)

   $ —         $ —         $ 6,433,589      $ 6,433,589  

Freestanding Derivatives

     19        977        —           996  

Securities Sold, Not Yet Purchased

     531        116,157        —           116,688  
                                   
   $ 550      $ 117,134      $ 6,433,589      $ 6,551,273  
                                   

 

(a) Pursuant to GAAP consolidation guidance, the Partnership is required to consolidate all VIEs in which it has been identified as the primary beneficiary, including its investments in CLO vehicles and other funds in which a consolidated entity of the Partnership, as the general partner of the fund, is presumed to have control. While the Partnership is required to consolidate certain funds, including CLO vehicles, for GAAP purposes, the Partnership has no ability to utilize the assets of these funds and there is no recourse to the Partnership for their liabilities since these are client assets and liabilities.

There were no significant transfers between Level I and Level II during the three months ended March 31, 2011.

The following table summarizes the valuation methodology used in the determination of the fair value of financial instruments for which Level III inputs were used as of March 31, 2011.

 

Valuation Methodology

   Private
Equity
    Real
Estate
    Hedge Fund
Solutions
    Credit
Businesses
    Total  

Third-Party Fund Managers

     —          —          44     —          44

Specific Valuation Metrics

     18     22     —          16     56
                                        
     18     22     44     16     100
                                        

 

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Table of Contents

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

The following tables summarize the changes in financial assets and liabilities measured at fair value for which the Partnership has used Level III inputs to determine fair value and does not include gains or losses that were reported in Level III in prior years or for instruments that were transferred out of Level III prior to the end of the current reporting period. Total realized and unrealized gains and losses recorded for Level III investments are reported in Investment Income (Loss) and Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations.

 

    Level III Financial Assets at Fair Value
Three Months Ended March 31, 2011
 
    Investments of
Consolidated
Funds
    Loans and
Receviables
    Other
Investments
    Total  

Balance, Beginning of Period

  $ 1,602,371     $ 131,290     $ 19,672     $ 1,753,333  

Transfer In to Level III (b)

    6,555       —          —          6,555  

Transfer Out of Level III (b)

    (21,732     —          —          (21,732

Purchases

    128,099       6,228       —          134,327  

Sales

    (62,965     (122,180     —          (185,145

Settlements

    (4,933     (1,370     —          (6,303

Realized Gains (Losses), Net

    7,851       —          —          7,851  

Changes in Unrealized Gains (Losses) Included in Earnings Related to Investments Still Held at the Reporting Date

    86,446       66       1,298       87,810  
                               

Balance, End of Period

  $ 1,741,692     $ 14,034     $ 20,970     $ 1,776,696  
                               
    Level III Financial Assets at Fair Value
Three Months Ended March 31, 2010
 
    Investments of
Consolidated
Funds
    Loans and
Receviables
    Other
Investments
    Total  

Balance, Beginning of Period

  $ 1,192,464     $ 68,549     $ 46,578     $ 1,307,591  

Transfer In Due to Consolidation and Acquisition (a)

    166,487       —          —          166,487  

Transfer In to Level III (b)

    24       —          —          24  

Transfer Out of Level III (b)

    (20,364     —          —          (20,364

Purchases (Sales), Net

    (39,222     (2,575     (29,216     (71,013

Realized Gains (Losses), Net

    967       81       454       1,502  

Changes in Unrealized Gains (Losses) Included in Earnings Related to Investments Still Held at the Reporting Date

    71,345       (83     391       71,653  
                               

Balance, End of Period

  $ 1,371,701     $ 65,972     $ 18,207     $ 1,455,880  
                               

 

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Table of Contents

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

    Level III Financial Liabilities at Fair Value
Three Months Ended March 31,
 
    2011     2010  
    Collateralized
Loan
Obligations
Senior

Notes
    Collateralized
Loan
Obligations
Subordinated
Notes
    Total     Collateralized
Loan
Obligations
Senior

Notes
    Collateralized
Loan
Obligations
Subordinated
Notes
    Total  

Balance, Beginning of Period

  $ 5,877,957     $ 555,632     $ 6,433,589     $ —        $ —        $ —     

Transfer In Due to Consolidation and Acquisition (a)

    —          —          —          3,271,228       261,544       3,532,772  

Issuances

    200       —          200        —          —          —     

Settlements

    (161,442     (12,253     (173,695     —          —          —     

Realized (Gains) Losses, Net

    5,395       —          5,395       —          —          —     

Changes in Unrealized (Gains) Losses Included in Earnings Related to Liabilities Still Held at the Reporting Date

    301,782       24,057       325,839       (16,685     19,602       2,917  
                                               

Balance, End of Period

  $ 6,023,892     $ 567,436     $ 6,591,328     $ 3,254,543     $ 281,146     $ 3,535,689  
                                               

 

(a) Represents the transfer into Level III of financial assets and liabilities held by CLO vehicles as a result of the application of consolidation guidance effective January 1, 2010 and as a result of the acquisition of management contracts on April 1, 2010 and July 20, 2010.
(b) Transfers in and out of Level III financial assets and liabilities were due to changes in the observability of inputs used in the valuation of such assets and liabilities.

 

9. VARIABLE INTEREST ENTITIES

Pursuant to GAAP consolidation guidance, the Partnership consolidates certain VIEs in which it is determined that the Partnership is the primary beneficiary either directly or indirectly, through a consolidated entity or affiliate. VIEs include certain private equity, real estate, credit-oriented or funds of hedge funds entities and CLO vehicles. The purpose of such VIEs is to provide strategy specific investment opportunities for investors in exchange for management and performance based fees. The investment strategies of the Blackstone Funds differ by product; however, the fundamental risks of the Blackstone Funds have similar characteristics, including loss of invested capital and loss of management fees and performance based fees. In Blackstone’s role as general partner or investment advisor, it generally considers itself the sponsor of the applicable Blackstone Fund. The Partnership does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs other than its own capital commitments.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

The assets and liabilities of the consolidated VIEs and VOEs included in the Condensed Consolidated Statements of Financial Condition are as follows:

 

     March 31, 2011      December 31, 2010  
     VIEs      VIEs  
     Consoli-
dated
CLO
Vehicles
     All Other
Consoli-
dated
Blackstone
Funds
     Total      Consoli-
dated
CLO
Vehicles
     All Other
Consoli-
dated
Blackstone
Funds
     Total  

Assets

                 

Cash Held by Blackstone Funds and Other

   $ 451,475       $ 58,829       $ 510,304       $ 662,776       $ 44,846       $ 707,622   

Investments

     6,672,789         853,999         7,526,788         6,522,038         902,291         7,424,329   

Accounts Receivable

     21,976         98         22,074         21,669         711         22,380   

Due from Affiliates

     —           37,743         37,743         —           30,182         30,182   

Other Assets

     20,965         1,167         22,132         17,651         2,172         19,823   
                                                     

Total Assets

   $ 7,167,205       $ 951,836       $ 8,119,041       $ 7,224,134       $ 980,202       $ 8,204,336   
                                                     

Liabilities

                 

Loans Payable

   $ 6,290,750       $ 11,945       $ 6,302,695       $ 6,144,490       $ 9,689       $ 6,154,179   

Due to Affiliates

     300,578         47,634         348,212         289,099         15,870         304,969   

Accounts Payable, Accrued Expenses and Other

     260,939         5,484         266,423         311,965         18,710         330,675   
                                                     

Total Liabilities

   $ 6,852,267       $ 65,063       $ 6,917,330       $ 6,745,554       $ 44,269       $ 6,789,823   
                                                     

There is no recourse to the Partnership for the consolidated VIEs’ liabilities including the liabilities of the consolidated CLO vehicles. The assets and liabilities of consolidated VIEs comprise primarily investments and notes payable and are included within Investments, Loans Payable and Due to Affiliates, respectively, in the Condensed Consolidated Statements of Financial Condition.

The Partnership holds variable interests in certain VIEs which are not consolidated as it is determined that the Partnership is not the primary beneficiary. The Partnership’s involvement with such entities is in the form of direct equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets recognized by Blackstone relating to non-consolidated entities, any amounts due to non-consolidated entities and any clawback obligation relating to previously distributed Carried Interest. The assets and liabilities recognized in the Partnership’s Condensed Consolidated Statements of Financial Condition related to the Partnership’s interest in these non-consolidated VIEs and the Partnership’s maximum exposure to loss relating to non-consolidated VIEs were as follows:

 

     March 31,
2011
     December 31,
2010
 

Investments

   $ 177,058       $ 89,743   

Receivables

     90,595         178,719   
                 

Total VIE Assets

     267,653         268,462   

VIE Liabilities

     —           168   

Potential Clawback Obligation

     17,218         4,717   
                 

Maximum Exposure to Loss

   $ 284,871       $ 273,347   
                 

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

10. REVERSE REPURCHASE AND REPURCHASE AGREEMENTS

At March 31, 2011, the Partnership received securities, primarily U.S. and non-U.S. government and agency securities, asset-backed securities and corporate debt, with a fair value of $228.7 million and cash as collateral for reverse repurchase agreements that could be repledged, delivered or otherwise used. Securities with a fair value of $209.3 million were repledged, delivered or used to settle Securities Sold, Not Yet Purchased. The Partnership also pledged securities with a carrying value of $71.6 million and cash to collateralize its repurchase agreements. Such securities can be repledged, delivered or otherwise used by the counterparty.

 

11. BORROWINGS

On April 8, 2011, indirect subsidiaries of Blackstone entered into an amendment to the $1.02 billion revolving credit facility (the “Credit Facility”) with Citibank, N.A., as Administrative Agent. The amendment extended the maturity date of the Credit Facility from March 23, 2013 to April 8, 2016. As of March 31, 2011, Blackstone had no outstanding borrowings under the Credit Facility.

The fair value of the Blackstone issued notes as of March 31, 2011 was:

 

     March 31, 2011  
     Fair Value  

Blackstone Issued 5.875%, $400 Million Par, Notes Due 3/15/2021

   $ 398,132  

Blackstone Issued 6.625%, $600 Million Par, Notes Due 8/15/2019

   $ 608,216  

Included within Loans Payable and Due to Affiliates are amounts due to holders of debt securities issued by Blackstone’s consolidated CLO vehicles. At March 31, 2011, the Partnership’s borrowings through consolidated CLO vehicles consisted of the following:

 

     Borrowing
Outstanding
     Weighted
Average
Interest
Rate
    Weighted
Average  Remaining
Maturity in Years
 

Senior Secured Notes

   $ 6,371,919        1.42     4.7  

Subordinated Notes

     889,322        (a     7.3  
             
   $ 7,261,241       
             

 

(a) The Subordinated Notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the CLO vehicles.

Included within Senior Secured Notes and Subordinated Notes are amounts due to non-consolidated affiliates of $109.6 million and $298.0 million, respectively. The fair value of Senior Secured and Subordinated Notes as of March 31, 2011 was $6.0 billion and $567.4 million, respectively, of which $119.8 million and $180.7 million represents the amounts Due to Affiliates.

The Loans Payable of the consolidated CLO vehicles are collateralized by assets held by each respective CLO vehicle and assets of one vehicle may not be used to satisfy the liabilities of another. As of March 31, 2011, the fair value of the CLO assets was $7.2 billion. This collateral consisted of Cash, Corporate Loans, Corporate Bonds and other securities.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

Scheduled principal payments for borrowings at March 31, 2011 are as follows:

 

     Operating
Borrowings
     Blackstone Fund
Facilities / CLO
Vehicles
     Total
Borrowings
 

2011

   $ 891      $ 3,380      $ 4,271  

2012

     8,220        8,565        16,785  

2013

     1,943        78,138        80,081  

2014

     5,040        —           5,040  

2015

     —           140,518        140,518  

Thereafter

     1,000,000        7,042,585        8,042,585  
                          

Total

   $ 1,016,094      $ 7,273,186      $ 8,289,280  
                          

 

12. INCOME TAXES

Blackstone’s effective tax rate was 33.14% and (4.23)% for the three months ended March 31, 2011 and 2010, respectively. Blackstone’s income tax provision was $38.9 million and $9.6 million for the three months ended March 31, 2011 and 2010, respectively.

Blackstone’s effective tax rate for the three months ended March 31, 2011 and 2010 was substantially due to the following: (a) certain corporate subsidiaries are subject to federal, state, local and foreign income taxes as applicable and other subsidiaries are subject to New York City unincorporated business taxes, and (b) a portion of compensation charges are not deductible for tax purposes.

 

13. NET INCOME (LOSS) PER COMMON UNIT

Basic and diluted net income (loss) per common unit for the three months ended March 31, 2011 and March 31, 2010 was calculated as follows:

 

    Three Months Ended March 31,  
    2011     2010  

Net Income (Loss) Attributable to The Blackstone Group L.P.

  $ 42,704     $ (121,377
               

Basic Net Income (Loss) Per Common Unit:

   

Weighted-Average Common Units Outstanding

    447,742,389       333,433,864  
               

Basic Net Income (Loss) Per Common Unit

  $ 0.10     $ (0.36
               

Diluted Net Income (Loss) Per Common Unit:

   

Weighted-Average Common Units Outstanding

    447,742,389       333,433,864  

Weighted-Average Unvested Deferred Restricted Common Units

    9,910,527       —     
               

Weighted-Average Diluted Common Units Outstanding

    457,652,916       333,433,864  
               

Diluted Net Income (Loss) Per Common Unit

  $ 0.09     $ (0.36
               

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

The following table summarizes the anti-dilutive securities for the three months ended March 31, 2011 and 2010:

 

     Three Months Ended March 31,  
     2011      2010  

Weighted-Average Unvested Deferred Restricted Common Units

     (a)         28,626,333  

Weighted-Average Blackstone Holdings Partnership Units

     658,290,684        764,866,007  

 

(a) These units were dilutive and are included in the diluted per common unit calculation.

Unit Repurchase Program

In January 2008, Blackstone announced that the Board of Directors of its general partner, Blackstone Group Management L.L.C., had authorized the repurchase by Blackstone of up to $500 million of Blackstone Common Units and Blackstone Holdings Partnership Units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of Blackstone Common Units and Blackstone Holdings Partnership Units repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. This unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date.

During the three months ended March 31, 2011, Blackstone repurchased 116,270 vested Blackstone Holdings Partnership Units as part of the unit repurchase program for a total cost of $2.1 million. The repurchase resulted in a decrease in Blackstone’s ownership interest in Blackstone Holdings equity of $1.7 million. As of March 31, 2011, the amount remaining available for repurchases under this program was $335.8 million.

During the three months ended March 31, 2010, Blackstone repurchased 84,888 vested Blackstone Common Units as part of the unit repurchase program for a total cost of $1.2 million. As of March 31, 2010, the amount remaining available for repurchases was $338.3 million under this program.

 

14. EQUITY-BASED COMPENSATION

The Partnership has granted equity-based compensation awards to Blackstone’s senior managing directors, non-partner professionals, non-professionals and selected external advisors under the Partnership’s 2007 Equity Incentive Plan (the “Equity Plan”), the majority of which to date were granted in connection with the IPO. The Equity Plan allows for the granting of options, unit appreciation rights or other unit-based awards (units, restricted units, restricted common units, deferred restricted common units, phantom restricted common units or other unit-based awards based in whole or in part on the fair value of the Blackstone Common Units or Blackstone Holdings Partnership Units) which may contain certain service or performance requirements. As of January 1, 2011, the Partnership had the ability to grant 162,380,981 units under the Equity Plan.

For the three months ended March 31, 2011, the Partnership recorded compensation expense of $426.3 million in relation to its equity-based awards with corresponding tax benefits of $4.2 million. For the three months ended March 31, 2010, the Partnership recorded compensation expense of $723.1 million in relation to its equity-based awards with corresponding tax benefits of $1.6 million. As of March 31, 2011, there was $3.4 billion of estimated unrecognized compensation expense related to unvested awards. This cost is expected to be recognized over a weighted-average period of 3.6 years.

Total vested and unvested outstanding units, including Blackstone Common Units, Blackstone Holdings Partnership Units and deferred restricted common units, were 1,128,027,512 as of March 31, 2011. Total outstanding unvested phantom units were 226,373 as of March 31, 2011.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

A summary of the status of the Partnership’s unvested equity-based awards as of March 31, 2011 and a summary of changes during the period January 1, 2011 through March 31, 2011 is presented below:

 

     Blackstone Holdings      The Blackstone Group L.P.  

Unvested Units

   Partnership
Units
    Weighted-
Average
Grant Date
Fair Value
     Equity Settled Awards      Cash Settled Awards  
        Deferred
Restricted
Common
Units and
Options
    Weighted-
Average
Grant Date
Fair Value
     Phantom
Units
     Weighted-
Average
Grant Date
Fair Value
 

Balance, December 31, 2010

     149,225,318     $ 30.58        19,118,949     $ 21.00        225,841      $ 13.98  

Granted

     3,032,015       14.45        2,307,624       13.75        532        14.84  

Vested

     (584,597     14.48        (256,106     17.06        —           —     

Forfeited

     (6,266,726     30.35        (451,161     23.62        —           —     
                                 

Balance, March 31, 2011

     145,406,010     $ 30.32        20,719,306     $ 20.18        226,373      $ 13.99  
                                 

Units Expected to Vest

The following unvested units, after expected forfeitures, as of March 31, 2011, are expected to vest:

 

     Units      Weighted-Average
Service Period in
Years
 

Blackstone Holdings Partnership Units

     137,239,560        3.2  

Deferred Restricted Blackstone Common Units and Options

     17,311,660        3.1  
                 

Total Equity-Based Awards

     154,551,220        3.2  
                 

Phantom Units

     203,991        4.1  
                 

Equity-Based Awards with Performance Conditions

In connection with certain equity-based awards with performance conditions, Blackstone has recorded compensation expense of $0.1 million for the three months ended March 31, 2011 as the likelihood that the relevant performance threshold will be exceeded in future periods has been deemed as probable. Such awards will be granted in 2012 and are accounted for as a liability award subject to re-measurement at the end of each reporting period.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

15. RELATED PARTY TRANSACTIONS

Affiliate Receivables and Payables

As of March 31, 2011 and December 31, 2010, Due from Affiliates and Due to Affiliates comprised the following:

 

      March 31,
2011
     December 31,
2010
 

Due from Affiliates

     

Accrual for Potential Clawback of Previously Distributed Interest

   $ 165,514      $ 180,672  

Primarily Interest Bearing Advances Made on Behalf of Certain Non-Controlling Interest Holders and Blackstone Employees for Investments in Blackstone Funds

     205,043        169,413  

Amounts Due from Portfolio Companies and Funds

     199,357        175,872  

Investments Redeemed in Non-Consolidated Funds of Funds

     6,460        43,790  

Management and Performance Fees Due from Non-Consolidated Funds of Funds

     105,536        107,547  

Payments Made on Behalf of Non-Consolidated Entities

     80,186        81,689  

Advances Made to Certain Non-Controlling Interest Holders and Blackstone Employees

     6,653        36,412  
                 
   $ 768,749      $ 795,395  
                 

 

     March 31,
2011
     December 31,
2010
 

Due to Affiliates

     

Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements

   $ 1,206,655      $ 1,114,609  

Accrual for Potential Repayment of Previously Received Performance Fees

     258,591        273,829  

Due to Note-Holders of Consolidated CLO Vehicles

     300,578        274,020  

Distributions Received on Behalf of Certain Non-Controlling Interest Holders and Blackstone Employees

     137,640        77,362  

Distributions Received on Behalf of Non-Consolidated Entities

     17,074        15,970  

Payments Made by Non-Consolidated Entities

     18,591        6,497  
                 
   $ 1,939,129      $ 1,762,287  
                 

Interests of the Founder, Senior Managing Directors and Employees

The founder, senior managing directors and employees invest on a discretionary basis in the Blackstone Funds both directly and through consolidated entities. Their investments may be subject to preferential management fee and performance fee arrangements. As of March 31, 2011 and December 31, 2010, the founder’s, other senior managing directors’ and employees’ investments aggregated $857.1 million and $832.8 million, respectively, and the founder’s, other senior managing directors’ and employees’ share of the Net Income Attributable to Redeemable Non-Controlling and Non-Controlling Interests in Consolidated Entities aggregated $70.8 million and $56.8 million for the three months ended March 31, 2011 and 2010, respectively.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

Revenues Earned from Affiliates

Management and Advisory Fees earned from affiliates totaled $70.0 million and $38.8 million for the three months ended March 31, 2011 and 2010, respectively. Fees relate primarily to transaction and monitoring fees which are made in the ordinary course of business and under terms that would have been obtained from unaffiliated third parties.

Loans to Affiliates

Loans to affiliates consist of interest-bearing advances to certain Blackstone individuals to finance their investments in certain Blackstone Funds. These loans earn interest at Blackstone’s cost of borrowing and such interest totaled $0.7 million and $0.6 million for the three months ended March 31, 2011 and 2010, respectively. No such loans to any director or executive officer of Blackstone have been made or were outstanding since March 22, 2007, the date of Blackstone’s initial filing with the Securities and Exchange Commission of a registration statement relating to its initial public offering.

Contingent Repayment Guarantee

Blackstone and its personnel who have received Carried Interest distributions have guaranteed payment on a several basis (subject to a cap) to the Carry Funds of any clawback obligation with respect to the excess Carried Interest allocated to the general partners of such funds and indirectly received thereby to the extent that either Blackstone or its personnel fails to fulfill its clawback obligation, if any. The Accrual for Possible Repayment of Previously Received Performance Fees represents amounts previously paid to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone Funds if the Carry Funds were to be liquidated based on the fair value of their underlying investments as of March 31, 2011. See Note 16. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)”.

Aircraft and Other Services

In the normal course of business, Blackstone personnel have made use of aircraft owned as personal assets by Stephen A. Schwarzman (“Personal Aircraft”). In addition, on occasion, Mr. Schwarzman and his family have made use of an aircraft in which Blackstone owns a fractional interest, as well as other assets of Blackstone. Mr. Schwarzman paid for his purchases of the aircraft himself and bears all operating, personnel and maintenance costs associated with their operation. In addition, Mr. Schwarzman is charged for his and his family’s personal use of Blackstone assets based on market rates and usage. Payment by Blackstone for the use of the Personal Aircraft by other Blackstone employees are made at market rates. Personal use of Blackstone resources are also reimbursed to Blackstone at market rates. The transactions described herein are not material to the Condensed Consolidated Financial Statements.

Tax Receivable Agreements

Blackstone used a portion of the proceeds from the IPO and the sale of non-voting common units to Beijing Wonderful Investments to purchase interests in the predecessor businesses from the predecessor owners. In addition, holders of Blackstone Holdings Partnership Units may exchange their Blackstone Holdings Partnership Units for Blackstone Common Units on a one-for-one basis. The purchase and subsequent exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Blackstone Holdings and therefore reduce the amount of tax that Blackstone’s wholly-owned subsidiaries would otherwise be required to pay in the future.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

One of the subsidiaries of the Partnership which is a corporate taxpayer has entered into tax receivable agreements with each of the predecessor owners and additional tax receivable agreements have been executed, and will continue to be executed, with newly-admitted senior managing directors and others who acquire Blackstone Holdings Partnership Units. The agreements provide for the payment by the corporate taxpayer to such owners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the corporate taxpayers actually realize as a result of the aforementioned increases in tax basis and of certain other tax benefits related to entering into these tax receivable agreements. For purposes of the tax receivable agreements, cash savings in income tax will be computed by comparing the actual income tax liability of the corporate taxpayers to the amount of such taxes that the corporate taxpayers would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Blackstone Holdings as a result of the exchanges and had the corporate taxpayers not entered into the tax receivable agreements.

Assuming no material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreements (which are taxable to the recipients) will aggregate $1,206.7 million over the next 15 years. The after-tax net present value of these estimated payments totals $311.0 million assuming a 15% discount rate and using Blackstone’s most recent projections relating to the estimated timing of the benefit to be received. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts. The payments under the tax receivable agreements are not conditioned upon continued ownership of Blackstone equity interests by the pre-IPO owners and the others mentioned above.

Other

Blackstone does business with and on behalf of some of its Portfolio Companies; all such arrangements are on a negotiated basis.

 

16. COMMITMENTS AND CONTINGENCIES

Commitments

Investment Commitments

Blackstone had $1.2 billion of investment commitments as of March 31, 2011 representing general partner capital funding commitments to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. The consolidated Blackstone Funds had signed investment commitments of $28.6 million as of March 31, 2011 which includes $6.7 million of signed investment commitments for portfolio company acquisitions in the process of closing.

Contingencies

Guarantees

Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the on-going business activities and/or acquisitions of their Portfolio Companies. There is no direct recourse to the Partnership to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, the Partnership’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by consolidated real estate funds was $5.1 million as of March 31, 2011.

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

Contingent Performance Fees

There were $176.7 million of segment level Performance Fees related to the hedge funds in the Hedge Fund Solutions, Credit Businesses and Real Estate segments through the period ended March 31, 2011 attributable to arrangements where the measurement period had not ended. Measurement periods may be greater than the current reporting period. On a consolidated basis, after eliminations, such Performance Fees were $174.4 million for the three months ended March 31, 2011.

Litigation

From time to time, Blackstone is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, Blackstone does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially adversely affect its results of operations, financial position or cash flows.

Contingent Obligations (Clawback)

Included within Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations are gains from Blackstone Fund investments. The portion of net gains attributable to non-controlling interest holders is included within Non-Controlling Interests in Income of Consolidated Entities. Net gains (losses) attributable to non-controlling interest holders are net of Carried Interest earned by Blackstone. Carried Interest is subject to clawback to the extent that the Carried Interest received to date exceeds the amount due to Blackstone based on cumulative results.

The actual clawback liability, however, does not become realized until the end of a fund’s life except for Blackstone’s real estate funds which may have an interim clawback liability come due after a realized loss is incurred, depending on the fund. The lives of the carry funds with a potential clawback obligation, including available contemplated extensions, are currently anticipated to expire at various points beginning toward the end of 2012 and extending through 2018. Further extensions of such terms may be implemented under given circumstances.

For financial reporting purposes, the general partners have recorded a liability for potential clawback obligations to the limited partners of some of the carry funds due to changes in the unrealized value of a fund’s remaining investments and where the fund’s general partner has previously received Carried Interest distributions with respect to such fund’s realized investments.

The following table presents the clawback obligations by segment:

 

     March 31, 2011      December 31, 2010  

Segment

   Blackstone
Holdings
     Current and
Former
Personnel
     Total      Blackstone
Holdings
     Current and
Former
Personnel
     Total  

Private Equity

   $ 62,452      $ 118,226      $ 180,678      $ 62,534      $ 118,845      $ 181,379  

Real Estate

     30,625        47,288        77,913        30,623        61,827        92,450  
                                                     

Total

   $ 93,077      $ 165,514      $ 258,591      $ 93,157      $ 180,672      $ 273,829  
                                                     

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

A portion of the Carried Interest paid to current and former Blackstone personnel is held in segregated accounts in the event of a cash clawback obligation. These segregated accounts are not included in the Condensed Consolidated Financial Statements of the Partnership, except to the extent a portion of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At March 31, 2011, $509.7 million was held in segregated accounts for the purpose of meeting any clawback obligations of current and former personnel if such payments are required.

 

17. SEGMENT REPORTING

Blackstone transacts its primary business in the United States and substantially all of its revenues are generated domestically.

As described in Note 2. “Summary of Significant Accounting Policies — Basis of Presentation”, in January 2011, Blackstone separated its Credit and Marketable Alternatives segment into two new segments: Hedge Fund Solutions and Credit Businesses.

Blackstone conducts its alternative asset management and financial advisory businesses through five segments:

 

   

Private Equity — Blackstone’s Private Equity segment comprises its management of private equity funds.

 

   

Real Estate — Blackstone’s Real Estate segment primarily comprises its management of general real estate funds and internationally focused real estate funds. In addition, the segment has debt investment funds targeting non-controlling real estate debt-related investment opportunities in the public and private markets, primarily in the United States and Europe.

 

   

Hedge Fund Solutions — Blackstone’s Hedge Fund Solutions segment is comprised of Blackstone Alternative Asset Management (“BAAM”), an institutional solutions provider utilizing hedge funds across a variety of strategies and the Indian-focused and Asian-focused closed-end mutual funds.

 

   

Credit Businesses — Blackstone’s Credit Businesses segment is comprised principally of GSO and manages credit-oriented funds, CLOs, credit-focused separately managed accounts and publicly registered debt-focused investment companies.

 

   

Financial Advisory — Blackstone’s Financial Advisory segment comprises its financial advisory services, restructuring and reorganization advisory services and Park Hill Group, which provides fund placement services for alternative investment funds.

These business segments are differentiated by their various sources of income. The Private Equity, Real Estate, Hedge Fund Solutions and Credit Businesses segments primarily earn their income from management fees and investment returns on assets under management, while the Financial Advisory segment primarily earns its income from fees related to investment banking services and advice and fund placement services.

Economic Net Income (“ENI”) is a key performance measure used by management. ENI represents segment net income before taxes excluding transaction-related charges. Transaction-related charges include principally charges associated with equity-based compensation, the amortization of intangibles and corporate actions including acquisitions. Blackstone uses ENI as a key measure of value creation and as a benchmark of its performance. ENI represents segment net income excluding the impact of income taxes and initial public offering (“IPO”) and acquisition-related items, including charges associated with equity-based compensation, the amortization of intangibles and corporate actions including acquisitions. For segment reporting purposes,

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

revenues and expenses are presented on a basis that deconsolidates the investment funds managed by Blackstone. Total Segment ENI equals the aggregate of ENI for all segments. ENI is used by management primarily in making resource deployment and compensation decisions across Blackstone’s five segments.

Management makes operating decisions and assesses the performance of each of Blackstone’s business segments based on financial and operating metrics and data that is presented without the consolidation of any of the Blackstone Funds that are consolidated into the Consolidated Financial Statements. Consequently, all segment data excludes the assets, liabilities and operating results related to the Blackstone Funds.

The following table presents the financial data for Blackstone’s five segments for the three months ended March 31, 2011 and 2010:

 

    Three Months Ended March 31, 2011  
    Private
Equity
    Real
Estate
    Hedge Fund
Solutions
    Credit
Businesses
    Financial
Advisory
    Total
Segments
 

Segment Revenues

           

Management and Advisory Fees

           

Base Management Fees

  $ 79,935     $ 95,439     $ 75,612     $ 54,601     $ —        $ 305,587  

Advisory Fees

    —          —          —          —          70,252       70,252  

Transaction and Other Fees, Net

    35,342       21,543       727       745       6       58,363  

Management Fee Offsets

    (7,889     (505     (124     (18     —          (8,536
                                               

Total Management and Advisory Fees

    107,388       116,477       76,215       55,328       70,258       425,666  
                                               

Performance Fees

           

Realized

    82,389       2,593       893       9,725       —          95,600  

Unrealized

    32,537       368,104       19,253       85,303       —          505,197  
                                               

Total Performance Fees

    114,926       370,697       20,146       95,028       —          600,797  
                                               

Investment Income

           

Realized

    17,907       2,919       1,341       1,235       97       23,499  

Unrealized

    29,126       61,406       7,120       4,532       393       102,577  
                                               

Total Investment Income

    47,033       64,325       8,461       5,767       490       126,076  

Interest and Dividend Revenue

    3,505       3,288       516       453       1,686       9,448  

Other

    811       860       104       98       386       2,259  
                                               

Total Revenues

    273,663       555,647       105,442       156,674       72,820       1,164,246  
                                               

Expenses

           

Compensation and Benefits

           

Compensation

    56,254       58,501       28,657       30,325       56,161       229,898  

Performance Fee Compensation

           

Realized

    7,718       1,230       300       5,295       —          14,543  

Unrealized

    5,464       106,501       5,358       45,202       —          162,525  
                                               

Total Compensation and Benefits

    69,436       166,232       34,315       80,822       56,161       406,966  

Other Operating Expenses

    28,713       28,366       13,008       15,357       17,531       102,975  
                                               

Total Expenses

    98,149       194,598       47,323       96,179       73,692       509,941  
                                               

Economic Net Income

  $ 175,514     $ 361,049     $ 58,119     $ 60,495     $ (872   $ 654,305  
                                               

Segment Assets as of March 31, 2011

  $ 4,277,809     $ 3,188,424     $ 1,035,330     $ 1,616,485     $ 591,440     $ 10,709,488  
                                               

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

    Three Months Ended March 31, 2010  
    Private
Equity
    Real
Estate
    Hedge Fund
Solutions
    Credit
Businesses
    Financial
Advisory
    Total
Segments
 

Segment Revenues

           

Management and Advisory Fees

           

Base Management Fees

  $ 65,432     $ 83,060     $ 63,866     $ 39,613     $ —        $ 251,971  

Advisory Fees

    —          —          —          —          76,568       76,568  

Transaction and Other Fees, Net

    31,972       1,942       809       536       1       35,260  

Management Fee Offsets

    —          (489     —          (689     —          (1,178
                                               

Total Management and Advisory Fees

    97,404       84,513       64,675       39,460       76,569       362,621  
                                               

Performance Fees

           

Realized

    46,175       5,948       2,117       (359     —          53,881  

Unrealized

    45,549       11,391       10,413       64,980       —          132,333  
                                               

Total Performance Fees

    91,724       17,339       12,530       64,621       —          186,214  
                                               

Investment Income (Loss)

           

Realized

    (495     2,632       (250     3,233       187       5,307  

Unrealized

    84,684       46,892       11,880       7,835       230       151,521  
                                               

Total Investment Income (Loss)

    84,189       49,524       11,630       11,068       417       156,828  

Interest and Dividend Revenue

    3,428       2,718       475       673       1,396       8,690  

Other

    100       (1,876     (83     (459     (932     (3,250
                                               

Total Revenues

    276,845       152,218       89,227       115,363       77,450       711,103  
                                               

Expenses

           

Compensation and Benefits

           

Compensation

    46,910       40,150       20,742       28,343       54,492       190,637  

Performance Fee Compensation

           

Realized

    6,005       1,524       771       (559     —          7,741  

Unrealized

    6,344       6,937       3,783       37,536       —          54,600  
                                               

Total Compensation and Benefits

    59,259       48,611       25,296       65,320       54,492       252,978  

Other Operating Expenses

    24,431       14,290       11,285       8,290       14,727       73,023  
                                               

Total Expenses

    83,690       62,901       36,581       73,610       69,219       326,001  
                                               

Economic Net Income

  $ 193,155     $ 89,317     $ 52,646     $ 41,753     $ 8,231     $ 385,102  
                                               

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

The following table reconciles the Total Segments to Blackstone’s Income (Loss) Before Provision for Taxes and Total Assets as of and for the three months ended March 31, 2011 and 2010:

 

     March 31, 2011 and the Three Months Then Ended  
     Total
Segments
     Consolidation
Adjustments
and Reconciling
Items
    Blackstone
Consolidated
 

Revenues

   $ 1,164,246      $ (10,977 )(a)    $ 1,153,269  

Expenses

   $ 509,941      $ 480,923 (b)    $ 990,864  

Other Income

   $ —         $ (45,191 )(c)    $ (45,191

Economic Net Income

   $ 654,305      $ (537,091 )(d)    $ 117,214  

Total Assets

   $ 10,709,488      $ 8,539,279 (e)    $ 19,248,767  
     Three Months Ended March 31, 2010  
     Total
Segments
     Consolidation
Adjustments
and Reconciling
Items
    Blackstone
Consolidated
 

Revenues

   $ 711,103      $ (9,864 )(a)    $ 701,239  

Expenses

   $ 326,001      $ 774,713 (b)    $ 1,100,714  

Other Income

   $ —         $ 171,804 (c)    $ 171,804  

Economic Net Income (Loss)

   $ 385,102      $ (612,773 )(d)    $ (227,671

 

(a) The Revenues adjustment principally represents management and performance fees earned from Blackstone Funds which were eliminated in consolidation to arrive at Blackstone consolidated revenues.
(b) The Expenses adjustment represents the addition of expenses of the consolidated Blackstone Funds to the Blackstone unconsolidated expenses, amortization of intangibles and expenses related to transaction-related equity-based compensation to arrive at Blackstone consolidated expenses.
(c) The Other Income adjustment results from the following:

 

     Three Months Ended
March 31,
 
     2011     2010  

Fund Management Fees and Performance Fees Eliminated in Consolidation

   $ 9,103     $ 2,762  

Fund Expenses Added in Consolidation

     12,213       708  

Non-Controlling Interests in Income (Loss) of Consolidated Entities

     (71,056     168,334  

Transaction-Related Other Income

     4,549       —     
                

Total Consolidation Adjustments and Reconciling Items

   $ (45,191   $ 171,804  
                

 

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THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—(Continued)

(All Dollars Are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

 

(d) The reconciliation of Economic Net Income to Income (Loss) Before Provision (Benefit) for Taxes as reported in the Condensed Consolidated Statements of Operations consists of the following:

 

     Three Months Ended
March 31,
 
     2011     2010  

Economic Net Income

   $ 654,305     $ 385,102  
                

Adjustments

    

Amortization of Intangibles

     (44,174     (39,512

IPO and Acquisition-Related Charges

     (421,861     (726,722

Non-Controlling Interests in Income (Loss) of Consolidated Entities

     (71,056     153,461  
                

Total Consolidation Adjustments and Reconciling Items

     (537,091     (612,773
                

Income (Loss) Before Provision (Benefit) for Taxes

   $ 117,214     $ (227,671
                

 

(e) The Total Assets adjustment represents the addition of assets of the consolidated Blackstone funds to the Blackstone unconsolidated assets to arrive at Blackstone consolidated assets.

 

18. SUBSEQUENT EVENTS

On April 8, 2011, indirect subsidiaries of Blackstone amended its revolving credit facility. The amendment is described in Note 11. “Borrowings.”

 

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ITEM 1A. UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION

THE BLACKSTONE GROUP L.P.

Unaudited Consolidating Statements of Financial Condition

(Dollars in Thousands)

 

     March 31, 2011  
     Consolidated
Operating
Partnerships
     Consolidated
Blackstone
Funds (a)
     Reclasses and
Eliminations
    Consolidated  

Assets

          

Cash and Cash Equivalents

   $ 455,811      $ —         $ —        $ 455,811  

Cash Held by Blackstone Funds and Other

     109,642        538,970        —          648,612  

Investments†

     4,783,347        8,396,368        (503,251     12,676,464  

Accounts Receivable

     327,974        51,853        —          379,827  

Reverse Repurchase Agreements

     229,723        —           —          229,723  

Due from Affiliates

     745,256        42,880        (19,387     768,749  

Intangible Assets, Net

     738,465        —           —          738,465  

Goodwill

     1,703,602        —           —          1,703,602  

Other Assets

     221,509        32,952        (1,105     253,356  

Deferred Tax Assets

     1,394,158        —           —          1,394,158  
                                  

Total Assets

   $ 10,709,487      $ 9,063,023      $ (523,743   $ 19,248,767  
                                  

Liabilities and Partners’ Capital

          

Loans Payable

   $ 1,022,442      $ 6,302,696      $ —        $ 7,325,138  

Due to Affiliates

     1,596,972        379,429        (37,272     1,939,129  

Accrued Compensation and Benefits

     685,080        —           —          685,080  

Securities Sold, Not Yet Purchased

     209,125        541        —          209,666  

Accounts Payable, Accrued Expenses and Other Liabilities

     339,466        320,579        (1,106     658,939  
                                  

Total Liabilities

     3,853,085        7,003,245        (38,378     10,817,952  
                                  

Redeemable Non-Controlling Interests in Consolidated Entities

     —           671,164        —          671,164  
                                  

Partners’ Capital

          

Partners’ Capital

     4,122,840        487,870        (487,869     4,122,841  

Appropriated Partners’ Capital

     —           295,544        —          295,544  

Accumulated Other Comprehensive Income

     3,101        —           —          3,101  

Non-Controlling Interests in Consolidated Entities

     285,586        605,200        2,504       893,290  

Non-Controlling Interests in Blackstone Holdings

     2,444,875        —           —          2,444,875  
                                  

Total Partners’ Capital

     6,856,402        1,388,614        (485,365     7,759,651  
                                  

Total Liabilities and Partners’ Capital

   $ 10,709,487      $ 9,063,023      $ (523,743   $ 19,248,767  
                                  

 

Included within Investments of the Consolidated Operating Partnerships is $1.65 billion representing Performance Fees due from the Blackstone Funds.

 

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Table of Contents

THE BLACKSTONE GROUP L.P.

Unaudited Consolidating Statements of Financial Condition—(Continued)

(Dollars in Thousands)

 

     December 31, 2010  
     Consolidated
Operating
Partnerships
     Consolidated
Blackstone
Funds (a)
     Reclasses and
Eliminations
    Consolidated  

Assets

          

Cash and Cash Equivalents

   $ 588,621      $ —         $ —        $ 588,621  

Cash Held by Blackstone Funds and Other

     57,945        732,454        —          790,399  

Investments

     4,301,905        8,141,965        (469,398     11,974,472  

Accounts Receivable

     454,752        41,149        (8     495,893  

Reverse Repurchase Agreements

     181,425        —           —          181,425  

Due from Affiliates

     753,056        66,627        (24,288     795,395  

Intangible Assets, Net

     779,311        —           —          779,311  

Goodwill

     1,703,602        —           —          1,703,602  

Other Assets

     275,021        18,173        —          293,194  

Deferred Tax Assets

     1,242,293        —           —          1,242,293  
                                  

Total Assets

   $ 10,337,931      $ 9,000,368      $ (493,694   $ 18,844,605  
                                  

Liabilities and Partners’ Capital

          

Loans Payable

   $ 1,044,719      $ 6,154,179      $ —        $ 7,198,898  

Due to Affiliates

     1,470,881        330,773        (39,367     1,762,287  

Accrued Compensation and Benefits

     819,925        1,643        —          821,568  

Securities Sold, Not Yet Purchased

     116,153        535        —          116,688  

Accounts Payable, Accrued Expenses and Other Liabilities

     314,023        377,792        (8     691,807  
                                  

Total Liabilities

     3,765,701        6,864,922        (39,375     10,591,248  
                                  

Redeemable Non-Controlling Interests in Consolidated Entities

     —           600,836        —          600,836  
                                  

Partners’ Capital

          

Partners’ Capital

     3,888,211        458,012        (458,012     3,888,211  

Appropriated Partners’ Capital

     —           470,583        —       

Accumulated Other Comprehensive Income

     4,302        —           —          4,302  

Non-Controlling Interests in Consolidated Entities

     261,200        606,015        3,693       870,908  

Non-Controlling Interests in Blackstone Holdings

     2,418,517        —           —          2,418,517  
                                  

Total Partners’ Capital

     6,572,230        1,534,610        (454,319     7,652,521  
                                  

Total Liabilities and Partners’ Capital

   $ 10,337,931      $ 9,000,368      $ (493,694   $ 18,844,605  
                                  

 

(a) The Consolidated Blackstone Funds consisted of the following:

Blackstone Distressed Securities Fund L.P.

Blackstone Market Opportunities Fund L.P.

Blackstone Strategic Alliance Fund L.P.

Blackstone Strategic Alliance Fund II L.P.*

Blackstone Strategic Equity Fund L.P.

Blackstone Value Recovery Fund L.P.

Blackstone/GSO Secured Trust Ltd

BTD CP Holdings, LP

GSO Co-Investment Partners LLC

GSO Legacy Associates II LLC

GSO Legacy Associates LLC

The Asia Opportunities Fund L.P.

Private equity side-by-side investment vehicles

Real estate side-by-side investment vehicles

Mezzanine side-by-side investment vehicles

Collateralized loan obligation vehicles

 

  * Consolidated as of March 31, 2011 only.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with The Blackstone Group L.P.’s Condensed Consolidated Financial Statements and the related notes included in this Quarterly Report on Form 10-Q.

Our Business

Blackstone is one of the largest independent managers of private capital in the world. We also provide a wide range of financial advisory services, including financial advisory, restructuring and reorganization advisory and fund placement services.

In January 2011, Blackstone separated its Credit and Marketable Alternatives segment into two new segments: Hedge Fund Solutions and Credit Businesses. Please see “Part I. Item 1. Financial Statements — Note 2. Summary of Significant Accounting Policies — Basis of Presentation” for additional information.

Our business is organized into five business segments:

 

   

Private Equity. We are a world leader in private equity investing, having managed five general private equity funds, as well as two sector focused funds and two regionally focused funds, since we established this business in 1987. In January 2011, we commenced the investment period on our sixth general private equity fund. Through our private equity funds we pursue transactions throughout the world, including leveraged buyout acquisitions of seasoned companies, transactions involving growth equity or start-up businesses in established industries, minority investments, corporate partnerships, distressed debt, structured securities and industry consolidations, in all cases in strictly friendly transactions.

 

   

Real Estate. We are a world leader in real estate investing with an assortment of real estate funds that are diversified geographically and across a variety of sectors. We launched our first real estate fund in 1994 and have managed six opportunistic real estate funds, three European focused real estate funds, and a number of real estate debt investment funds. In addition, in November 2010, we commenced our management of the Bank of America Merrill Lynch Asia real estate platform. Our real estate funds have made significant investments in lodging, major urban office buildings and a variety of real estate operating companies. In addition, our debt investment funds target high yield real estate debt related investment opportunities in the public and private markets, primarily in the United States and Europe.

 

   

Hedge Fund Solutions. Blackstone’s Hedge Fund Solutions segment is comprised of Blackstone Alternative Asset Management (“BAAM”) and the Indian-focused and Asian-focused closed-end mutual funds. BAAM was organized in 1990 and has developed into a leading institutional solutions provider utilizing hedge funds across a wide variety of strategies.

 

   

Credit Businesses. Our Credit Businesses segment is comprised principally of GSO. GSO manages a variety of credit-oriented funds including senior credit-oriented funds, distressed debt funds, mezzanine funds and general credit-oriented funds.

 

   

Financial Advisory. Our Financial Advisory segment serves a diverse and global group of clients with financial advisory services, restructuring and reorganization advisory services and fund placement services for alternative investment funds.

We generate our revenue from fees earned pursuant to contractual arrangements with funds, fund investors and fund portfolio companies (including management, transaction and monitoring fees), and from financial advisory services, restructuring and reorganization advisory services and fund placement services for alternative investment funds. We invest in the funds we manage and, in most cases, receive a preferred allocation of income (i.e., a “Carried Interest”) or an incentive fee from an investment fund in the event that specified cumulative

 

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investment returns are achieved. The composition of our revenues will vary based on market conditions and the cyclicality of the different businesses in which we operate. Net investment gains and investment income generated by the Blackstone Funds, principally private equity and real estate funds, are driven by value created by our operating and strategic initiatives as well as overall market conditions. Our funds initially record fund investments at cost and then such investments are subsequently recorded at fair value. Fair values are affected by changes in the fundamentals of the portfolio company, the portfolio company’s industry, the overall economy and other market conditions.

Business Environment

Global equity markets were mixed in the first quarter of 2011, with equity indices in developed markets generally outperforming those in emerging markets. Credit markets also rose and high yield spreads moderately tightened. In the United States, investors responded positively to generally improving economic indicators, strong corporate earnings and further monetary stimulus. However, late in the first quarter, investor sentiment began to turn increasingly cautious due to volatile geopolitical factors, signs of inflationary overheating in emerging markets, and the expectation that central banks around the world would move toward tightening monetary policy.

In real estate, the operating environment for commercial real estate continued to improve during the first quarter of 2011, with virtually every sector reporting favorable growth in its performance indicators. In the office sector, the U.S. and European office market recoveries have begun to modestly accelerate, due to steadily improving employment conditions and greater business confidence, which has led companies to plan to increase capital investment and personnel. At the same time, new supply remains constrained and while vacancy levels in many markets remain relatively high, positive net absorption has begun to return, and some markets have also begun to experience increases in asking rents. The hospitality sector continued to realize solid growth during the first quarter of 2011, with overall U.S. Revenue Per Available Room, or RevPAR, growing by 9% year over year, resulting in part from favorable employment and consumer confidence trends.

Blackstone’s businesses are materially affected by conditions in the financial markets and economic conditions in the U.S., Western Europe, Asia and, to a lesser extent, elsewhere in the world.

Key Financial Measures and Indicators

Our key financial measures and indicators are discussed below.

Revenues

Revenues primarily consist of management and advisory fees, performance fees, investment income, interest and dividend revenue and other. Please refer to “Part I. Item 1. Business — Incentive Arrangements / Fee Structure” and “Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies, Revenue Recognition” in our 2010 Annual Report on Form 10-K for additional information regarding the manner in which Base Management Fees and Performance Fees are generated.

Management and Advisory Fees — Management and Advisory Fees are comprised of management fees, including base management fees, transaction and other fees, management fee reductions and offsets, and advisory fees.

The Partnership earns base management fees from limited partners of funds in each of its managed funds, at a fixed percentage of assets under management, net asset value, total assets, committed capital or invested capital. Base management fees are based on contractual terms specified in the underlying investment advisory agreements.

 

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Transaction and other fees (including monitoring fees) are fees charged directly to funds and portfolio companies. The investment advisory agreements generally require that the investment advisor reduce the amount of management fees payable by the limited partners to the Partnership (“management fee reductions”) by an amount equal to a portion of the transaction and other fees directly paid to the Partnership by the portfolio companies. The amount of the reduction varies by fund, the type of fee paid by the portfolio company and the previously incurred expenses of the fund.

Management fee offsets are reductions to management fees payable by our limited partners, which are granted based on the amount they reimburse Blackstone for placement fees.

Advisory fees consist of advisory retainer and transaction-based fee arrangements related to merger, acquisition, restructuring and divestiture activities and fund placement services for alternative investment funds. Advisory retainer fees are recognized when services for the transactions are complete, in accordance with terms set forth in individual agreements. Transaction-based fees are recognized when (a) there is evidence of an arrangement with a client, (b) agreed upon services have been provided, (c) fees are fixed or determinable and (d) collection is reasonably assured. Fund placement fees are recognized as earned upon the acceptance by a fund of capital or capital commitments.

Accrued but unpaid Management and Advisory Fees, net of management fee reductions and management fee offsets, as of the reporting date, are included in Accounts Receivable or Due From Affiliates in the Condensed Consolidated Statements of Financial Condition.

Performance Fees — Performance Fees earned on the performance of Blackstone’s hedge fund structures are recognized based on fund performance during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respective terms set out in each hedge fund’s governing agreements. Accrued but unpaid performance fees charged directly to investors in Blackstone’s offshore hedge funds as of the reporting date are recorded within Due from Affiliates in the Condensed Consolidated Statements of Financial Condition. Performance fees arising on Blackstone’s onshore hedge funds are allocated to the general partner. Accrued but unpaid performance fees on onshore funds as of the reporting date are reflected in Investments in the Condensed Consolidated Statements of Financial Condition.

In certain fund structures, specifically in private equity, real estate and certain credit-oriented funds (“Carry Funds”), performance fees (“Carried Interest”) are allocated to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners. At the end of each reporting period, the Partnership calculates the Carried Interest that would be due to the Partnership for each fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Carried Interest to reflect either (a) positive performance resulting in an increase in the Carried Interest allocated to the general partner or (b) negative performance that would cause the amount due to the Partnership to be less than the amount previously recognized as revenue, resulting in a negative adjustment to Carried Interest allocated to the general partner. In each scenario, it is necessary to calculate the Carried Interest on cumulative results compared to the Carried Interest recorded to date and make the required positive or negative adjustments. The Partnership ceases to record negative Carried Interest allocations once previously recognized Carried Interest allocations for such fund have been fully reversed. The Partnership is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Carried Interest over the life of a fund. Accrued but unpaid Carried Interest as of the reporting date is reflected in Investments in the Condensed Consolidated Statements of Financial Condition.

Carried Interest is realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return. Performance fees earned on hedge fund structures are realized at the end of each fund’s measurement period.

 

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Carried Interest is subject to clawback to the extent that the Carried Interest actually distributed to date exceeds the amount due to Blackstone based on cumulative results. As such, the accrual for potential repayment of previously received performance fees, which is a component of Due to Affiliates, represents all amounts previously distributed to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone Funds if the Blackstone Carry Funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. Generally, the actual clawback liability does not become realized until the end of a fund’s life or one year after a realized loss is incurred, depending on the fund.

Investment Income (Loss) — Investment Income (Loss) represents the unrealized and realized gains and losses on the Partnership’s principal investments, including its investments in Blackstone Funds that are not consolidated, its equity method investments, and other principal investments. Investment Income (Loss) is realized when the Partnership redeems all or a portion of its investment or when the Partnership receives cash income, such as dividends or distributions, from its non-consolidated funds. Unrealized Investment Income (Loss) results from changes in the fair value of the underlying investment as well as the reversal of unrealized gain (loss) at the time an investment is realized.

Interest and Dividend Revenue — Interest and Dividend Revenue comprises primarily interest and dividend income earned on principal investments held by Blackstone.

Other Revenue — Other Revenue comprises primarily foreign exchange gains and losses arising on transactions denominated in currencies other than U.S. dollars.

Expenses

Compensation and Benefits — Compensation — Compensation and Benefits consists of (a) employee compensation, comprising salary and bonus, and benefits paid and payable to employees, including senior managing directors and (b) equity-based compensation associated with the grants of equity-based awards to employees, including senior managing directors.

Equity-Based Compensation — Compensation cost relating to the issuance of share-based awards to employees, including senior managing directors, is measured at fair value at the grant date, taking into consideration expected forfeitures, and expensed over the vesting period on a straight line basis. Equity-based awards that do not require future service are expensed immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period.

Compensation and Benefits — Performance Fee — Performance Fee Compensation and Benefits consists of Carried Interest and performance fee allocations to employees, including senior managing directors, participating in certain profit sharing initiatives. Such compensation expense is subject to both positive and negative adjustments. Unlike Carried Interest and performance fees, compensation expense is based on the performance of individual investments held by a fund rather than on a fund by fund basis.

Other Operating Expenses — Other operating expenses represent general and administrative expenses including interest expense, occupancy and equipment expenses and other expenses, which consist principally of professional fees, public company costs, travel and related expenses, communications and information services and depreciation and amortization.

Fund Expenses — The expenses of our consolidated Blackstone Funds consist primarily of interest expense, professional fees and other third-party expenses.

Non-Controlling Interests in Consolidated Entities

Non-Controlling Interests in Consolidated Entities represent the component of Partners’ Capital in consolidated entities held by third party investors. Such interests are adjusted for general partner allocations and by subscriptions and redemptions in funds of hedge funds and certain credit-oriented funds which occur during the reporting period. Non-controlling interests related to funds of hedge funds and certain other credit-oriented funds

 

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are subject to annual, semi-annual or quarterly redemption by investors in these funds following the expiration of a specified period of time (typically between one and three years), or may be withdrawn subject to a redemption fee in the funds of hedge funds and certain credit-oriented funds during the period when capital may not be withdrawn. As limited partners in these types of funds have been granted redemption rights, amounts relating to third party interests in such consolidated funds are presented as Redeemable Non-Controlling Interests in Consolidated Entities within the Condensed Consolidated Statements of Financial Condition. When redeemable amounts become legally payable to investors, they are classified as a liability and included in Accounts Payable, Accrued Expenses and Other in the Condensed Consolidated Statements of Financial Condition. For all consolidated funds in which redemption rights have not been granted, non-controlling interests are presented within Partners’ Capital in the Condensed Consolidated Statements of Financial Condition as Non-Controlling Interests in Consolidated Entities.

Income Taxes

The Blackstone Holdings partnerships and certain of their subsidiaries operate in the U.S. as partnerships for U.S. federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. Accordingly, these entities in some cases are subject to New York City unincorporated business taxes or non-U.S. income taxes. In addition, certain of the wholly-owned subsidiaries of the Partnership and the Blackstone Holdings partnerships will be subject to federal, state and local corporate income taxes at the entity level and the related tax provision attributable to the Partnership’s share of this income tax is reflected in the Condensed Consolidated Financial Statements.

Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Position.

Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions including evaluating uncertainties under accounting principles generally accepted in the United States of America (“GAAP”). Blackstone reviews its tax positions quarterly and adjusts its tax balances as new information becomes available.

Blackstone analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Partnership determines that uncertainties in tax positions exist, a reserve is established. Blackstone recognizes accrued interest and penalties related to uncertain tax positions in General, Administrative, and Other expenses within the Condensed Consolidated Statements of Operations.

There remains some uncertainty regarding Blackstone’s future taxation levels. In 2007, Congress considered legislation that would have taxed as corporations publicly traded partnerships that directly or indirectly derived income from investment adviser or asset management services.

In 2008, the U.S. House of Representatives passed a bill that would have generally (a) treated Carried Interest as non-qualifying income under the tax rules applicable to publicly traded partnerships, which would have generally required us to hold interests in entities earning such income through taxable subsidiary corporations by the end of 2010, and (b) taxed Carried Interest as ordinary income for U.S. federal income tax purposes, rather than in accordance with the character of income derived by the underlying fund, which is in many cases capital gain, starting with our 2008 taxable year.

 

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In December 2009, the U.S. House of Representatives passed substantially similar legislation. Such legislation would have taxed Carried Interest as ordinary income starting in 2010. However, under a transition rule, the portion of such legislation treating Carried Interest as non-qualifying income under the tax rules applicable to publicly traded partnerships would not have applied until our first taxable year beginning ten years after the date of the enactment of the legislation.

In May 2010, the U.S. House of Representatives passed similar legislation that would have generally taxed, after 2010, income and gains, including gain on sale, attributable to an interest in an investment services partnership interest, or “ISPI”, as income subject to a new blended tax rate that is higher than the capital gains rate applicable to such income under current law, except to the extent an ISPI would have been considered to be a qualified capital interest under the legislation. The interests we hold in entities that are entitled to receive Carried Interest would have likely been classified as ISPIs for purposes of this legislation. The legislation provided that, for taxable years beginning ten years after the date of enactment, income derived with respect to an ISPI that is not a qualified capital interest and that is treated as ordinary income under this legislation would not be qualifying income under the tax rules applicable to publicly traded partnerships. Therefore, if similar legislation were to be enacted, we generally would be required to hold interests in entities earning income from Carried Interest through taxable subsidiary corporations following such ten-year period.

The Obama administration has indicated that it supports the adoption of the May 2010 legislation or legislation that similarly changes the treatment of Carried Interest for U.S. federal income tax purposes. In its published revenue proposal for 2012, the Obama administration proposed that the current law regarding the treatment of Carried Interest be changed to subject such income to ordinary income tax (which would be taxed at a higher rate than the proposed blended rate under the House legislation). The Obama administration proposed similar changes in its published revenue proposals for 2010 and 2011. In June 2010, the U.S. Senate considered but did not pass legislation that is generally similar to the legislation passed by the U.S. House of Representatives in May 2010. In September 2010, this previously considered legislation was reintroduced in the U.S. Senate. It is unclear whether or when the U.S. Congress will reconsider similar legislation or if enacted, what provision will be included in any final legislation.

If we were taxed as a corporation or were forced to hold interests in entities earning income from Carried Interest through taxable subsidiary corporations, our effective tax rate could increase significantly. The federal statutory rate for corporations is currently 35%, and the state and local tax rates, net of the federal benefit, aggregate approximately 10%. If a variation of the above described legislation or any other change in the tax laws, rules, regulations or interpretations preclude us from qualifying for treatment as a partnership for U.S. federal income tax purposes under the publicly traded partnership rules or force us to hold interests in entities earning income from Carried Interest through taxable subsidiary corporations, this could materially increase our tax liability, and could well result in a reduction in the market price of our common units.

It is not possible at this time to meaningfully quantify the potential impact on Blackstone of this potential future legislation or any similar legislation. Multiple versions of legislation in this area have been proposed over the last few years that have included significantly different provisions regarding effective dates and the treatment of invested capital, tiered entities and cross-border operations, among other matters. Depending upon what version of the legislation, if any, were enacted, the potential impact on a public company such as Blackstone in a given year could differ dramatically and could be material. In addition, these legislative proposals would not themselves impose a tax on a publicly traded partnership such as Blackstone. Rather, they could force Blackstone and other publicly traded partnerships to restructure their operations so as to prevent disqualifying income from reaching the publicly traded partnership in amounts that would disqualify the partnership from treatment as a partnership for U.S. federal income tax purposes. Such a restructuring could result in more income being earned in corporate subsidiaries, thereby increasing corporate income tax liability indirectly borne by the publicly traded partnership. The nature of any such restructuring would depend on the precise provisions of the legislation that was ultimately enacted, as well as the particular facts and circumstances of Blackstone’s operations at the time any such legislation were to take effect, making the task of predicting the amount of additional tax highly speculative.

 

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Economic Net Income

Blackstone uses Economic Net Income, or “ENI”, as a key measure of value creation and as a benchmark of its performance. ENI represents segment net income excluding the impact of income taxes and initial public offering (“IPO”) and acquisition-related items, including charges associated with equity-based compensation, the amortization of intangibles and corporate actions including acquisitions. For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates the investment funds we manage. Total Segment ENI equals the aggregate of ENI for all segments. ENI is used by management primarily in making resource deployment and compensation decisions across Blackstone’s five segments. (See Note 17. “Segment Reporting” in the “Notes to Condensed Consolidated Financial Statements” in Part I. Item 1. Financial Statements.)

Distributable Earnings

Distributable Earnings, which is derived from our segment reported results, is a supplemental measure to assess performance and amounts available for distributions to Blackstone unitholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings partnerships. Distributable Earnings, which is a non-GAAP measure, is intended to show the amount of net realized earnings without the effects of the consolidation of the Blackstone Funds. Distributable Earnings is derived from, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision for Taxes. See “— Liquidity and Capital Resources — Liquidity and Capital Resources” below for our detailed discussion of Distributable Earnings.

Distributable Earnings, which is a component of Economic Net Income, is the sum across all segments of: (a) Total Management and Advisory Fees, (b) Interest and Dividend Revenue, (c) Other Revenue, (d) Realized Performance Fees, and (e) Realized Investment Income (Loss); less (a) Compensation, (b) Realized Performance Fee Compensation, (c) Other Operating Expenses and (d) Cash Taxes and Payables Under the Tax Receivable Agreement. Distributable Earnings is reconciled to Blackstone’s Condensed Consolidated Statement of Operations. It is Blackstone’s current intention that on an annual basis it will distribute to unitholders all of its Distributable Earnings, less realized investment gains, in excess of amounts determined by its general partner to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and funds, to comply with applicable law, any of its debt instruments or other agreements, or to provide for future distributions to its unitholders for any ensuing quarter.

Net Fee Related Earnings from Operations

Blackstone uses Net Fee Related Earnings from Operations as a key measure to highlight earnings from operations excluding: (a) the income related to performance fees and related performance fee compensation costs, (b) income earned from Blackstone’s investments in the Blackstone Funds, and (c) realized and unrealized gains (losses) from other investments except for such gains (losses) from Blackstone’s Treasury cash management strategies. Management uses Net Fee Related Earnings from Operations as a measure to assess whether recurring revenue from our businesses is sufficient to adequately cover all of our operating expenses and generate profits. Net Fee Related Earnings from Operations equals contractual fee revenues, investment income from Blackstone’s Treasury cash management strategies and interest income, less (a) compensation expenses (which includes amortization of non-IPO and non-acquisition-related equity-based awards, but excludes amortization of IPO and acquisition-related equity-based awards, Carried Interest and incentive fee compensation), (b) other operating expenses and (c) cash taxes due on earnings from operations as calculated using a similar methodology as applied in calculating the current tax provision (benefit) for The Blackstone Group L.P. See “— Liquidity and Capital Resources — Liquidity and Capital Resources” below for a detailed discussion of Net Fee Related Earnings from Operations.

Operating Metrics

The alternative asset management business is a complex business that is primarily based on managing third party capital and does not require substantial capital investment to support rapid growth. However, there also can

 

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be volatility associated with its earnings and cash flows. Since our inception, we have developed and used various key operating metrics to assess and monitor the operating performance of our various alternative asset management businesses in order to monitor the effectiveness of our value creating strategies.

Assets Under Management. Assets Under Management refers to the assets we manage. Our Assets Under Management equal the sum of:

 

  (a) the fair value of the investments held by our carry funds plus the capital that we are entitled to call from investors in those funds pursuant to the terms of their capital commitments to those funds (plus the fair value of co-investments arranged by us that were made by limited partners of our funds in portfolio companies of such funds and on which we receive fees or a Carried Interest allocation);

 

  (b) the net asset value of our funds of hedge funds, hedge funds and our closed-end mutual funds;

 

  (c) the fair value of assets we manage pursuant to separately managed accounts; and

 

  (d) the amount of capital raised for our CLOs.

Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their election. Interests related to our funds of hedge funds and certain of our credit-oriented funds are generally subject to annual, semi-annual or quarterly withdrawal or redemption by investors upon advance written notice, with the majority of our funds requiring from 60 days up to 95 days’ notice, depending on the fund and the liquidity profile of the underlying assets. Investment advisory agreements related to separately managed accounts may generally be terminated by an investor on 30 to 90 days’ notice.

Fee-Earning Assets Under Management. Fee-Earning Assets Under Management refers to the assets we manage on which we derive management and / or incentive fees. Our Fee-Earning Assets Under Management generally equal the sum of:

 

  (a) for our Blackstone Capital Partners (“BCP”) and Blackstone Real Estate Partners (“BREP”) funds where the investment period has not expired, the amount of capital commitments;

 

  (b) for our BCP and BREP funds where the investment period has expired, the remaining amount of invested capital plus binding investment commitments;

 

  (c) for our real estate debt investment funds (“BREDS”), the remaining amount of invested capital;

 

  (d) for our credit-oriented carry funds, the amount of invested capital (which may be calculated to include leverage) or net asset value;

 

  (e) the invested capital of co-investments arranged by us that were made by limited partners of our funds in portfolio companies of such funds and on which we receive fees;

 

  (f) the net asset value of our funds of hedge funds, hedge funds (except our credit-oriented closed-end registered investment companies) and our closed-end mutual funds;

 

  (g) the fair value of assets we manage pursuant to separately managed accounts;

 

  (h) the gross amount of underlying assets of our CLOs at cost; and

 

  (i) the gross amount of assets (including leverage) for our credit-oriented closed-end registered investment companies.

Our calculations of assets under management and fee-earning assets under management may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. In addition, our calculation of assets under management includes commitments to, and the fair value of, invested capital in our funds from Blackstone and our personnel,

 

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regardless of whether such commitments or invested capital are subject to fees. Our definitions of assets under management or fee-earning assets under management are not based on any definition of assets under management or fee-earning assets under management that is set forth in the agreements governing the investment funds that we manage.

For our carry funds, total assets under management includes the fair value of the investments held, whereas fee-earning assets under management includes the amount of capital commitments or the remaining amount of invested capital at cost plus binding investment commitments, depending on whether the investment period has or has not expired. As such, fee-earning assets under management may be greater than total assets under management when the aggregate fair value of the remaining investments is less than the cost of those investments.

Limited Partner Capital Invested. Limited Partner Capital Invested represents the amount of Limited Partner capital commitments which were invested by our carry funds during each period presented, plus the capital invested through co-investments arranged by us that were made by limited partners in investments of our carry funds on which we receive fees or a Carried Interest allocation.

We manage our business using traditional financial measures and our key operating metrics since we believe that these metrics measure the productivity of our investment activities.

Consolidated Results of Operations

Following is a discussion of our consolidated results of operations for the three months ended March 31, 2011 and 2010. For a more detailed discussion of the factors that affected the results of our five business segments (which are presented on a basis that deconsolidates the investment funds we manage) in these periods, see “— Segment Analysis” below.

 

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The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the three months ended March 31, 2011 and 2010.

 

    Three Months Ended
March 31,
    2011 vs. 2010  
    2011     2010     $     %  

Revenues

       

Management and Advisory Fees

  $ 412,738     $ 354,820     $ 57,918       16
                               

Performance Fees

       

Realized

    96,203       54,049       42,154       78

Unrealized

    512,401       131,779       380,622       N/M   
                               

Total Performance Fees

    608,604       185,828       422,776       N/M   
                               

Investment Income (Loss)

       

Realized

    12,783       5,726       7,057       123

Unrealized

    107,395       149,220       (41,825     -28
                               

Total Investment Income (Loss)

    120,178       154,946       (34,768     -22
                               

Interest and Dividend Revenue

    9,490       8,895       595       7

Other

    2,259       (3,250     5,509       N/M   
                               

Total Revenues

    1,153,269       701,239       452,030       64
                               

Expenses

       

Compensation and Benefits

       

Compensation

    659,483       924,950       (265,467     -29

Performance Fee Compensation

       

Realized

    14,543       7,741       6,802       88

Unrealized

    162,525       54,600       107,925       198
                               

Total Compensation and Benefits

    836,551       987,291       (150,740     -15

General, Administrative and Other

    129,386       106,379       23,007       22

Interest Expense

    13,803       7,185       6,618       92

Fund Expenses

    11,124       (141     11,265       N/M   
                               

Total Expenses

    990,864       1,100,714       (109,850     -10
                               

Other Income

       

Net Gains (Losses) from Fund Investment Activities

    (45,191     171,804       (216,995     N/M   
                               

Income (Loss) Before Provision for Taxes

    117,214       (227,671     344,885       N/M   

Provision for Taxes

    38,850       9,635       29,215       N/M   
                               

Net Income (Loss)

    78,364       (237,306     315,670       N/M   

Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Entities

    22,025       23,969       (1,944     -8

Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities

    (93,081     135,966       (229,047     N/M   

Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings

    106,716       (275,864     382,580       N/M   
                               

Net Income (Loss) Attributable to The Blackstone Group L.P.

  $ 42,704     $ (121,377   $ 164,081       N/M   
                               

N/M = not meaningful.

       

Revenues

Total Revenues were $1.2 billion for the three months ended March 31, 2011, an increase of $452.0 million compared to Total Revenues for the three months ended March 31, 2010 of $701.2 million. The increase in

 

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revenues was primarily attributable to an increase of $422.8 million in Performance Fees and an increase of $57.9 million in Management and Advisory Fees. The increase in Performance Fees was across all segments, primarily driven by improved operating performance of our real estate carry funds in our Real Estate segment, the strong performance across the Credit Businesses’ strategies, and the positive performance of our Private Equity funds driven by appreciation of our privately held portfolio investments and increases in share prices of our publicly held portfolio investments. The increase in Management and Advisory Fees was primarily due to increases in Total Management Fees in our Real Estate segment, driven by fees earned from the management of the Bank of America Merrill Lynch Asia real estate platform, and increases in Base Management Fees in our Credit Businesses, Hedge Fund Solutions and Private Equity segments. The increase in the Credit Businesses segment was driven by higher Fee-Earning Assets Under Management, which was due to the April 1, 2010 acquisition of $3.5 billion in collateralized loan obligation vehicles, the launching of two closed-end mutual funds and the closing of a new CLO. The increase in the Hedge Fund Solutions segment was driven by higher Fee-Earning Assets Under Management and the increase in the Private Equity segment was principally a result of the start of the BCP VI’s investment period.

Expenses

Expenses were $990.9 million for the three months ended March 31, 2011, a decrease of $109.9 million, or 10%, compared to $1.1 billion for the three months ended March 31, 2010. The decrease was primarily attributable to a decrease of $150.7 million in Compensation and Benefits driven by a decrease in Compensation, partially offset by an increase in Performance Fee Compensation due to improved performance in our Real Estate and Credit Businesses segments. Compensation decreased $265.5 million from the prior year period to $659.5 million. This decrease was primarily attributed to a decrease in equity-based compensation as a result of the absence of expense related to certain of our equity-based compensation awards that vested at the end of the second quarter of 2010. General, Administrative and Other expenses were $129.4 million for the current year, an increase of $23.0 million, driven primarily by the levels of business activity, revenue growth and headcount.

Other Income

Other Income was $(45.2) million for the three months ended March 31, 2011, a decrease of $217.0 million compared to $171.8 million for the three months ended March 31, 2010. Other Income is attributable to the non-controlling interest holders of the consolidated Blackstone Funds. The change was principally driven by increases in the prices for debt relating to the consolidated CLO vehicles which resulted in an increase in notes payable and unrealized losses.

Operating Metrics

The following table presents certain operating metrics as of and for the three months ended March 31, 2011 and 2010. For a description of how Assets Under Management and Fee-Earning Assets Under Management are determined, please see “— Key Financial Measures and Indicators — Operating Metrics — Assets Under Management and Fee-Earning Assets Under Management.”

 

     Fee-Earning Assets
Under Management
     Assets Under Management  
     March 31,      March 31,  
     2011      2010      2011      2010  
     (Dollars in Thousands)  

Private Equity

   $ 35,892,804      $ 25,173,936      $ 43,955,392      $ 28,022,326  

Real Estate

     26,454,012        23,820,697        34,990,590        21,880,655  

Hedge Fund Solutions

     35,847,002        28,902,220        39,542,086        30,322,510  

Credit Businesses

     25,838,878        20,173,319        31,475,397        24,290,357  
                                   

Balance, End of Period (a)

   $ 124,032,696      $ 98,070,172      $ 149,963,465      $ 104,515,848  
                                   

 

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     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Fee-Earning Assets Under Management

    

Balance, Beginning of Period

   $ 109,500,222     $ 96,096,997  

Inflows, including Commitments (b)

     18,038,657       2,500,618  

Outflows, including Distributions (c)

     (4,816,697     (964,338

Market Appreciation (Depreciation) (d)

     1,310,514       436,895  
                

Balance, End of Period (a)

   $ 124,032,696     $ 98,070,172  
                

Increase (Decrease)

   $ 14,532,474     $ 1,973,175  

Increase (Decrease)

     13     2

 

     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Assets Under Management

    

Balance, Beginning of Period

   $ 128,123,920     $ 98,183,128  

Inflows, including Commitments (b)

     21,205,724       2,742,195  

Outflows, including Distributions (c)

     (4,272,437     (1,435,888

Market Appreciation (Depreciation) (d)

     4,906,258       5,026,413  
                

Balance, End of Period (a)

   $ 149,963,465     $ 104,515,848  
                

Increase (Decrease)

   $ 21,839,545     $ 6,332,720  

Increase (Decrease)

     17     6

 

     Three Months Ended
March 31,
     2011 vs. 2010  
     2011      2010      $      %  
     (Dollars in Thousands)         

Capital Deployed

           

Limited Partner Capital Invested

   $ 1,461,673      $ 969,824      $ 491,849        51
                                   

 

(a) Fee-Earning Assets Under Management and Assets Under Management as of March 31, 2011 include $532.3 million from a joint venture in which we are the minority interest holder.
(b) Inflows represent contributions in our hedge funds and closed-end mutual funds, increases in available capital for our carry funds (capital raises, recallable capital and increased side-by-side commitments) and CLOs and increases in the capital we manage pursuant to separately managed account programs.
(c) Outflows represent redemptions in our hedge funds and closed-end mutual funds, client withdrawals from our separately managed account programs, decreases in available capital for our carry funds (expired capital, expense drawdowns and decreased side-by-side commitments) and realizations from the disposition of assets by our carry funds. Also included is the distribution of funds associated with the discontinuation of our proprietary single manager hedge funds.
(d) Market appreciation (depreciation) includes realized and unrealized gains (losses) on portfolio investments and the impact of foreign exchange rate fluctuations.

Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $124.0 billion at March 31, 2011, an increase of $14.5 billion, or 13%, compared to $109.5 billion at December 31, 2010. Inflows of $18.0 billion were primarily related to inflows of $14.3 billion in our Private Equity segment primarily due to the start of BCP VI’s investment period and inflows of $2.5 billion in our Hedge Fund Solutions segment primarily due to growth in its commingled,

 

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customized and long only solutions business. Outflows of $4.8 billion were primarily attributable to outflows of $2.6 billion in our Private Equity segment primarily a result of the end of BCP V’s investment period and dispositions in BCP IV which earns fees based on remaining invested capital, and outflows of $927.0 million in our Real Estate segment primarily due to realizations from a BREP co-investment entity and the Bank of America Merrill Lynch Asia real estate platform. In addition to the inflows above, the increase in Fee-Earning Assets Under Management from March 31, 2010 of $26.0 billion was also from the April 1, 2010 acquisition of $3.5 billion in collateralized loan obligation vehicles, the launching of two closed-end mutual funds and the closing of a new CLO in our Credit Businesses segment.

Fee-Earning Assets Under Management were $98.1 billion at March 31, 2010, an increase of $2.0 billion, or 2%, compared to $96.1 billion at December 31, 2009. Inflows of $2.5 billion were primarily related to inflows of $816.9 million in our Private Equity segment driven by capital raised for a joint venture and investments made by funds in which we charge fees based on invested capital, and inflows of $1.2 billion in our Hedge Fund Solutions segment due to growth in its commingled and customized investment products.

Assets Under Management

Assets Under Management were $150.0 billion at March 31, 2011, an increase of $21.8 million, or 17%, compared to $128.1 billion at December 31, 2010. Inflows of $21.2 billion were primarily related to inflows of $14.9 billion in our Private Equity segment driven by the start of BCP VI’s investment period and inflows of $4.7 billion in our Hedge Fund Solutions segment due to growth in the hedge fund manager seeding platform, long only solutions business and its commingled and customized investment products. Outflows of $4.3 billion were more than offset by market appreciation of $4.9 billion. In addition to the inflows discussed above, the increase in Assets Under Management from March 31, 2010 of $45.4 billion was also from the April 1, 2010 acquisition of $3.5 billion in collateralized loan obligation vehicles, the launching of two closed-end mutual funds and the closing of a new CLO.

Assets Under Management were $104.5 billion at March 31, 2010, an increase of $6.3 billion compared to $98.2 billion at December 31, 2009. Inflows of $2.7 billion were primarily due to inflows of $1.2 billion in our Hedge Fund Solutions segment due to growth in its commingled and customized investment products, inflows of $586.0 million in our Real Estate segment due to capital raised by our real estate debt investment funds and inflows of $534.8 million in our Private Equity segment. Outflows of $1.4 billion were primarily due to outflows of $571.4 million in our Credit Businesses segment and outflows of $536.2 million in our Private Equity segment due to realizations in our managed portfolio. Market appreciation of $5.0 billion was primarily due to market appreciation of $3.3 billion and $0.9 billion in our Private Equity and Real Estate segments, respectively, driven by the increase in fair value of our portfolio investments.

Limited Partner Capital Invested

For the three months ended March 31, 2011, Limited Partner Capital Invested was $1.5 billion, an increase of $491.8 million, or 51%, from $969.8 million for the three months ended March 31, 2010. The change primarily reflected an increase of $265.0 million in our Private Equity segment due to an increase in new transaction activity mostly in the chemical and energy sectors and an increase of $229.6 million in our Real Estate segment due to increased investment activity by our BREP VI and debt investment funds.

Segment Analysis

Discussed below is our ENI for each of our segments. This information is reflected in the manner utilized by our senior management to make operating decisions, assess performance and allocate resources. References to “our” sectors or investments may also refer to portfolio companies and investments of the underlying funds that we manage.

 

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For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates the investment funds we manage. As a result, segment revenues are greater than those presented on a consolidated GAAP basis because fund management fees recognized in certain segments are received from the Blackstone Funds and eliminated in consolidation when presented on a consolidated GAAP basis. Furthermore, segment expenses are lower than related amounts presented on a consolidated GAAP basis due to the exclusion of fund expenses that are paid by Limited Partners and the elimination of non-controlling interests.

Private Equity

The following table presents our results of operations for our Private Equity segment:

 

     Three Months Ended
March 31,
    2011 vs. 2010  
     2011     2010     $     %  
     (Dollars in Thousands)  

Segment Revenues

        

Management Fees

        

Base Management Fees

   $ 79,935     $ 65,432     $ 14,503       22

Transaction and Other Fees, Net

     35,342       31,972       3,370       11

Management Fee Offsets

     (7,889     —          (7,889     N/M   
                                

Total Management Fees

     107,388       97,404       9,984       10
                                

Performance Fees

        

Realized

     82,389       46,175       36,214       78

Unrealized

     32,537       45,549       (13,012     -29
                                

Total Performance Fees

     114,926       91,724       23,202       25
                                

Investment Income (Loss)

        

Realized

     17,907       (495     18,402       N/M   

Unrealized

     29,126       84,684       (55,558     -66
                                

Total Investment Income (Loss)

     47,033       84,189       (37,156     -44

Interest and Dividend Revenue

     3,505       3,428       77       2

Other

     811       100       711       N/M   
                                

Total Revenues

     273,663       276,845       (3,182     -1
                                

Expenses

        

Compensation and Benefits

        

Compensation

     56,254       46,910       9,344       20

Performance Fee Compensation

        

Realized

     7,718       6,005       1,713       29

Unrealized

     5,464       6,344       (880     -14
                                

Total Compensation and Benefits

     69,436       59,259       10,177       17

Other Operating Expenses

     28,713       24,431       4,282       18
                                

Total Expenses

     98,149       83,690       14,459       17
                                

Economic Net Income

   $ 175,514     $ 193,155     $ (17,641     -9
                                

Revenues

Revenues were $273.7 million for the three months ended March 31, 2011, a decrease of $3.2 million compared to $276.8 million for the three months ended March 31, 2010. The decrease in revenues was attributed to a decrease in Investment Income of $37.2 million, mostly offset by increases in Performance Fees and Total Management Fees of $23.2 million and $10.0 million, respectively.

Investment Income was $47.0 million, a decrease of $37.2 million, compared to $84.2 million for the three months ended March 31, 2010, principally driven by BCP V. Performance Fees, which are determined on a fund

 

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by fund basis, were $114.9 million for the three months ended March 31, 2011, an increase of $23.2 million, compared to $91.7 million for the three months ended March 31, 2010, principally driven by BCP IV. The appreciation of the underlying assets for Blackstone’s contributed Private Equity funds was 4.9% for the first quarter of 2011. The positive performance of our private equity funds was driven by appreciation of our privately held portfolio investments and increases in share prices of our publicly held portfolio investments. There was an increase in IPO activity with two of our portfolio companies, Nielsen and Bank United, completing their initial public offerings during the three months ended March 31, 2011. The fair value appreciation in our private portfolio for the current quarter was primarily due to continued improvement in operating performance driven by the hospitality and energy sectors. At March 31, 2011, the unrealized value and cumulative realized proceeds, before Carried Interest, fees and expenses, of our contributed private equity funds represented 1.5 times investors’ original investments. On a realized/partially realized basis, this multiple was 2.4 times investors’ original investments for contributed funds.

The Realized Performance Fees for the three months ended March 31, 2011 of $82.4 million represents an increase of $36.2 million compared to $46.2 million in the prior year quarter driven by realizations in BCP IV. Realized Investment Income was $17.9 million for the three months ended March 31, 2011, an increase of $18.4 million compared to $(0.5) million for the three months ended March 31, 2010. These increases were primarily attributed to the sale of certain of our investments in the healthcare and financial industries. Unrealized Performance Fees decreased $13.0 million from $45.5 million to $32.5 million during the first quarter of 2011 due to realizations of some previously unrealized gains.

Total Management Fees were $107.4 million for the three months ended March 31, 2011, an increase of $10.0 million compared to $97.4 million for the three months ended March 31, 2010, driven by increased Base Management Fees partially offset by Management Fee Offsets. Base Management Fees were $79.9 million for the three months ended March 31, 2011, an increase of $14.5 million compared to $65.4 million for the three months ended March 31, 2010, principally as a result of the start of BCP VI’s investment period. Management Fee Offsets relate to a reduction of management fees payable by our limited partners in BCP VI based on the amount they reimbursed Blackstone for placement fees.

Expenses

Expenses were $98.1 million for the three months ended March 31, 2011, an increase of $14.5 million, compared to $83.7 million for the three months ended March 31, 2010. The $14.5 million increase was primarily attributed to a $9.3 million increase in Compensation and a $4.3 million increase in Other Operating Expenses. Compensation increased as a result of additional investment in personnel. Other Operating Expenses increased $4.3 million to $28.7 million, principally due to increases in interest expense and occupancy related costs.

Operating Metrics

The following operating metrics are used in the management of this business segment:

 

     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Fee-Earning Assets Under Management

    

Balance, Beginning of Period

   $ 24,188,555     $ 24,521,394  

Inflows, including Commitments

     14,264,444       816,898  

Outflows, including Distributions

     (2,564,977     (171,630

Market Appreciation (Depreciation)

     4,782       7,274  
                

Balance, End of Period (a)

   $ 35,892,804     $ 25,173,936  
                

Increase (Decrease)

   $ 11,704,249     $ 652,542  

Increase (Decrease)

     48     3

 

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     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Assets Under Management

    

Balance, Beginning of Period

   $ 29,319,136     $ 24,758,992  

Inflows, including Commitments

     14,860,798       534,841  

Outflows, including Distributions

     (1,741,437     (536,161

Market Appreciation (Depreciation)

     1,516,895       3,264,654  
                

Balance, End of Period (a)

   $ 43,955,392     $ 28,022,326  
                

Increase (Decrease)

   $ 14,636,256     $ 3,263,334  

Increase (Decrease)

     50     13

 

     Three Months Ended
March 31,
     2011 vs. 2010  
     2011      2010      $      %  
     (Dollars in Thousands)  

Capital Deployed

           

Limited Partner Capital Invested

   $ 652,947      $ 387,904      $ 265,043        68
                                   

 

(a) Fee-Earning Assets Under Management and Assets Under Management as of March 31, 2011 include $532.3 million from a joint venture in which we are the minority interest holder.

Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $35.9 billion at March 31, 2011, an increase of $11.7 billion, or 48%, compared with $24.2 billion at December 31, 2010. Inflows of $14.3 billion were mainly due to the start of BCP VI’s investment period. Outflows of $2.6 billion were primarily a result of the end of BCP V’s investment period and dispositions in BCP IV which earns fees based on remaining invested capital. After the close of the investment period, management fees are based on invested capital and binding commitments to new investments. Market appreciation of $4.8 million in the first quarter of 2011 was due to the impact of foreign exchange rates.

Fee-Earning Assets Under Management were $25.2 billion at March 31, 2010, an increase of $652.5 million, or 3%, compared with $24.5 billion at December 31, 2009. Inflows of $816.9 million were driven by capital raised in our private equity funds, and investments made by funds in which we charge fees based on invested capital. Outflows of $171.6 million were a result of dispositions of assets that earn management fees on invested capital. Market appreciation of $7.3 million was due to the foreign exchange impact on management fees.

Assets Under Management

Assets Under Management were $44.0 billion at March 31, 2011, an increase of $14.6 billion, or 50%, compared with $29.3 billion at December 31, 2010. The increase was primarily due to inflows of $14.9 billion driven by the start of BCP VI’s investment period and market appreciation of $1.5 billion within our existing portfolio, partially offset by outflows of $1.7 billion resulting from dispositions of investments.

Assets Under Management were $28.0 billion at March 31, 2010, an increase of $3.3 billion, or 13%, compared with $24.8 billion at December 31, 2009. The increase was primarily due to market appreciation of $3.3 billion in the fair value of our portfolio investments.

 

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Limited Partner Capital Invested

Limited Partner Capital Invested was $652.9 million for the three months ended March 31, 2011, an increase of $265.0 million, compared to $387.9 million for the three months ended March 31, 2010. The increase was primarily attributable to an increase in new transaction activity mostly in the energy and chemical industries whereas the prior year period reflected a combination of new investments primarily in Asia and add-on investments in North America.

Fund Returns

Fund returns information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of The Blackstone Group L.P. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Blackstone Group L.P. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

The following table presents the Internal Rates of Return of our significant BCP funds:

 

     Three Months Ended
March 31,
    March 31, 2011
Inception to Date
 
     2011     2010     Total     Realized (b)  

Fund (a)

   Gross     Net     Gross     Net     Gross     Net     Gross     Net  

BCP IV

     12     10     10     8     53     40     67     52

BCP V

     3     2     20     20     1     —          13     6

The returns presented herein represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Carried Interest allocations.
(b) Includes partially realized investments. Investments are considered partially realized when realized proceeds, excluding current income (dividends, interest, etc.), are a material portion of invested capital.

The net internal rate of return for BCP IV for the quarter ended March 31, 2011 was higher compared to the positive returns in the same quarter last year, driven by realized and unrealized gains in the energy and healthcare sectors. The net internal rate of return for BCP V for the quarter ended March 31, 2011 was lower compared to the positive returns in the same quarter last year as large gains in our retail/consumer, technology, hospitality and healthcare industries drove the comparative prior year quarterly returns.

 

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The following table presents the investment record of the significant private equity funds from inception through March 31, 2011 for funds with closed investment periods:

 

    Total Investments     Realized / Partially Realized Investments (a)  
    Total     Gross
IRR
    Net
IRR (d)
    MOIC (e)     Total     Gross
IRR
    Net
IRR (d)
    MOIC (e)  

Fund (Investment Period)

  Invested
Capital (b)
    Carrying
Value (c)
          Invested
Capital (b)
    Carrying
Value (c) (f)
       
    (Dollars in Millions)                       (Dollars in Millions)                    

BCP I (Oct 1987 / Oct 1993)

  $ 679     $ 1,742       28     19     2.6     $ 679     $ 1,742       28     19     2.6  

BCP II (Oct 1993 / Aug 1997)

    1,292       3,257       50     32     2.5       1,292       3,257       50     32     2.5  

BCP III (Aug 1997 / Nov 2002)

    4,026       8,607       18     13     2.1       3,752       7,909       20     15     2.1  

BCOM (June 2000 / Jun 2006)

    2,132       2,936       15     8     1.4       1,215       2,149       27     24     1.8  

BCP IV (Nov 2002 / Dec 2005)

    7,324       19,302       53     40     2.6       5,143       15,435       67     52     3.0  

BCP V (Dec 2005 / Jan 2011)

    18,809       19,635       1     —          1.0       2,465       3,154       13     6     1.3  

The returns presented herein represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Investments are considered partially realized when realized proceeds, excluding current income (dividends, interest, etc.), are a material portion of invested capital.
(b) Invested Capital includes recalled capital and side-by-side investments made by our employees.
(c) Carrying value includes realized proceeds and unrealized fair value.
(d) Net Internal Rate of Return (“IRR”) represents the annualized inception to date IRR on total invested capital based on realized proceeds and unrealized value after management fees, expenses and Carried Interest.
(e) Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Carried Interest, divided by total invested capital.
(f) The Realized / Partially Realized Carrying Value includes remaining unrealized value of $4.0 billion.

The following table presents the investment record of the significant private equity funds from inception through March 31, 2011 for funds with open investment periods:

 

          Total Investments     Realized / Partially Realized Investments (a)  
          Total                       Total                    

Fund (Investment Period)

  Available
Capital (b)
    Invested
Capital (c)
    Carrying
Value (d)
    Gross
IRR
    Net
IRR (e)
    MOIC (f)     Invested
Capital (c)
    Carrying
Value (d)
    Gross
IRR
    Net
IRR (e)
    MOIC (f)  
    (Dollars in Millions)                       (Dollars in Millions)                    

BCP VI (Jan 2011 / Jan 2017)

  $ 14,366     $ —        $ —          —          —          —        $ —        $ —          —          —          —     

The returns presented herein represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Investments are considered partially realized when realized proceeds, excluding current income (dividends, interest, etc.), are a material portion of invested capital.
(b) Available Capital represents total capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital, less invested capital.
(c) Invested Capital includes recalled capital and side-by-side investments made by our employees.

 

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(d) Carrying value includes realized proceeds and unrealized fair value.
(e) Net Internal Rate of Return (“IRR”) represents the annualized inception to date IRR on total invested capital based on realized proceeds and unrealized value after management fees, expenses and Carried Interest.
(f) Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Carried Interest, divided by total invested capital.

The Private Equity segment has three contributed funds with closed investment periods, BCP IV, BCP V and BCOM. As of March 31, 2011, BCP IV was above its Carried Interest threshold (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive Carried Interest) and would still be above its Carried Interest threshold even if all remaining investments were deemed worthless. BCP V is currently below its Carried Interest threshold. BCOM is currently below its Carried Interest threshold but has generated inception-to-date positive returns and is entitled to Carried Interest on those gains.

The following table presents the Carried Interest status of our private equity funds out of their investment period which are currently not generating performance fees as of March 31, 2011:

 

            Gain to Cross Carried
Interest

Threshold (a)
 

Funds out of the Investment Period

   Available
Capital (b)
     Amount      % Change
in Total
Enterprise
Value (c)
 
     (Dollars in Millions)         

BCP V (Dec 2005 / Dec 2011)

   $ 2,889      $ 4,875        11

 

(a) The general partner of each fund is allocated Carried Interest when the annualized returns, net of management fees and expenses, exceed the preferred return as dictated by the fund agreements. The preferred return is calculated for each limited partner individually. The Gain to Cross Carried Interest Threshold represents the increase in equity at the fund level (excluding our side-by-side investments) that is required for the general partner to begin accruing Carried Interest, assuming the gain is earned pro-rata across the fund’s investments and is achieved at the reporting date.
(b) Available Capital represents total capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital, less invested capital.
(c) Total Enterprise Value is the respective fund’s pro rata ownership of the privately held portfolio companies’ Enterprise Value and the Equity Value of the public portfolio companies based on fair values at the reporting date.

 

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Real Estate

The following table presents our results of operations for our Real Estate segment:

 

     Three Months Ended
March 31,
    2011 vs. 2010  
     2011     2010     $     %  
     (Dollars in Thousands)  

Segment Revenues

        

Management Fees

        

Base Management Fees

   $ 95,439     $ 83,060     $ 12,379       15

Transaction and Other Fees, Net

     21,543       1,942       19,601       N/M   

Management Fee Offsets

     (505     (489     (16     -3
                                

Total Management Fees

     116,477       84,513       31,964       38
                                

Performance Fees

        

Realized

     2,593       5,948       (3,355     -56

Unrealized

     368,104       11,391       356,713       N/M   
                                

Total Performance Fees

     370,697       17,339       353,358       N/M   
                                

Investment Income

        

Realized

     2,919       2,632       287       11

Unrealized

     61,406       46,892       14,514       31
                                

Total Investment Income

     64,325       49,524       14,801       30

Interest and Dividend Revenue

     3,288       2,718       570       21

Other

     860       (1,876     2,736       N/M   
                                

Total Revenues

     555,647       152,218       403,429       N/M   
                                

Expenses

        

Compensation and Benefits

        

Compensation

     58,501       40,150       18,351       46

Performance Fee Compensation

        

Realized

     1,230       1,524       (294     -19

Unrealized

     106,501       6,937       99,564       N/M   
                                

Total Compensation and Benefits

     166,232       48,611       117,621       N/M   

Other Operating Expenses

     28,366       14,290       14,076       99
                                

Total Expenses

     194,598       62,901       131,697       N/M   
                                

Economic Net Income

   $ 361,049     $ 89,317     $ 271,732       N/M   
                                

Revenues

Revenues were $555.6 million for the three months ended March 31, 2011, an improvement of $403.4 million compared to $152.2 million for the three months ended March 31, 2010. The increase in revenues was primarily attributed to an increase of $353.4 million in Performance Fees, an increase of $32.0 million in Total Management Fees and an increase of $14.8 million in Investment Income.

Performance Fees, which are determined on a fund by fund basis, were $370.7 million for the three months ended March 31, 2011, an improvement of $353.4 million compared to $17.3 million for the three months ended March 31, 2010. The appreciation of the investments in our BREP V and BREP VI carry funds primarily contributed to the improvement in Performance Fees for the three months ended March 31, 2011. Investment Income was $64.3 million for the three months ended March 31, 2011, an increase of $14.8 million compared to $49.5 million for the three months ended March 31, 2010. The increase in Investment Income was also driven by

 

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the appreciation of the investments in BREP V and BREP VI. Both Performance Fees and Investment Income benefited from the strong performance of our carry funds. The appreciation of the underlying assets for Blackstone’s contributed Real Estate carry funds was 8.7% for the first quarter of 2011, and for the Real Estate debt hedge funds was 4.5% for the first quarter of 2011. The performance for the first quarter of 2011 was driven primarily by improved operating performance and projected cash flows across our real estate carry funds investments and was primarily a result of the appreciation in fair value of our holdings in Equity Office Properties Trust and Hilton Hotels Corporation. The March 31, 2011, unrealized value and cumulative proceeds, before carried interest, fees and expenses, of our contributed Real Estate carry funds represented 1.4 times investors’ original investments.

Total Management Fees were $116.5 million for the three months ended March 31, 2011, an increase of $32.0 million compared to $84.5 million for the three months ended March 31, 2010. Transaction and Other Fees were $21.5 million, an increase of $19.6 million compared to $1.9 million for the three months ended March 31, 2010, reflecting the continued increase in investment activity in our BREP funds and disposition fees earned from the Bank of America Merrill Lynch Asia real estate platform. Base Management Fees were $95.4 million for the three months ended March 31, 2011, an increase of $12.4 million compared to $83.1 million for the three months ended March 31, 2010, primarily due to fees earned from our management of the Bank of America Merrill Lynch Asia real estate platform.

Expenses

Expenses were $194.6 million for the three months ended March 31, 2011, an increase of $131.7 million, compared to $62.9 million for the three months ended March 31, 2010. The increase was primarily attributed to a $99.3 million increase in Performance Fee Compensation, a result of positive Performance Fees revenue, and an increase in Compensation of $18.4 million to $58.5 million, primarily due to headcount increases related to the management of our new Bank of America Merrill Lynch Asia real estate platform. Other Operating Expenses increased $14.1 million to $28.4 million, principally due to placement fees related to our debt investment funds and interest expense.

Operating Metrics

The following operating metrics are used in the management of this business segment:

 

     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Fee-Earning Assets Under Management

    

Balance, Beginning of Period

   $ 26,814,714     $ 23,708,057  

Inflows, including Commitments

     287,996       275,838  

Outflows, including Distributions

     (926,978     (9,262

Market Appreciation (Depreciation)

     278,280       (153,936
                

Balance, End of Period

   $ 26,454,012     $ 23,820,697  
                

Increase (Decrease)

   $ (360,702   $ 112,640  

Increase (Decrease)

     -1     0

 

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     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Assets Under Management

    

Balance, Beginning of Period

   $ 33,165,124     $ 20,391,334  

Inflows, including Commitments

     809,531       586,029  

Outflows, including Distributions

     (1,031,251     (22,649

Market Appreciation (Depreciation)

     2,047,186       925,941  
                

Balance, End of Period

   $ 34,990,590     $ 21,880,655  
                

Increase (Decrease)

   $ 1,825,466     $ 1,489,321  

Increase (Decrease)

     6     7

 

     Three Months Ended
March 31,
     2011 vs. 2010  
     2011      2010      $      %  
     (Dollars in Thousands)  

Capital Deployed

           

Limited Partner Capital Invested

   $ 654,428      $ 424,868      $ 229,560                54
                                   

Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $26.5 billion at March 31, 2011, a decrease of $360.7 million, or 1%, compared with $26.8 billion at December 31, 2010. Inflows of $288.0 million were primarily related to capital invested by our real estate debt investment funds. Outflows were $927.0 million, primarily due to realizations from a co-investment entity and the Bank of America Merrill Lynch Asia real estate platform. Market appreciation of $278.3 million was primarily due to the favorable foreign exchange impact on commitments from our European focused real estate fund. Fee-Earning Assets Under Management increased $2.6 billion, or 11%, from March 31, 2010 to $26.5 billion at March 31, 2011. The increase was primarily related to the November 2010 commencement of our management of the Bank of America Merrill Lynch Asia real estate platform.

Fee-Earning Assets Under Management were $23.8 billion at March 31, 2010, an increase of $112.6 million, compared with $23.7 billion at December 31, 2009. Inflows of $275.8 million were primarily related to capital invested by our real estate debt investment funds. Outflows were $9.3 million, primarily due to realizations. Market depreciation of $154.0 million was primarily due to the impact of unfavorable foreign exchange fluctuations on committed capital for our European focused real estate fund which was partially offset by net valuation increases for certain of our debt investment funds that charge management fees based on net asset value.

Assets Under Management

At March 31, 2011, Assets Under Management were $35.0 billion, an increase of $1.8 billion, or 6%, compared with $33.2 billion at December 31, 2010. The change was primarily due to inflows of $809.5 million attributable to capital raised by our debt investment funds, market appreciation of $2.0 billion from our real estate carry funds resulting from increases in the carrying values of our real estate portfolio primarily within the Office and Hospitality sectors, partially offset by outflows of $1.0 billion related to realizations generated by BREP VI co-investments and the managed Bank of America Merrill Lynch Asia real estate platform along with the expiration of the BREP International fund’s term. Assets Under Management increased $13.1 billion, or 60%, from March 31, 2010 to $35.0 billion at March 31, 2011 and was primarily related to market appreciation of $9.8 billion and the commencement of our management of the Bank of America Merrill Lynch Asia real estate platform.

 

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At March 31, 2010, Assets Under Management were $21.9 billion, an increase of $1.5 billion, or 7%, compared with $20.4 billion at December 31, 2009. The change was primarily due to inflows of $586.0 million due to capital raised by our real estate debt investment funds, and market appreciation of $925.9 million primarily related to increases in the carrying values of our real estate portfolio within the office and hospitality sectors.

Limited Partner Capital Invested

For the three months ended March 31, 2011, Limited Partner Capital Invested was $654.4 million, an increase of $229.6 million from $424.9 million for the three months ended March 31, 2010. This increase is primarily related to increased investment activity by our BREP VI and debt investment funds.

Fund Returns

Fund return information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the performance of The Blackstone Group L.P. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Blackstone Group L.P. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

The following table presents the Internal Rates of Return of our significant real estate funds:

 

     Three Months Ended
March 31,
    March 31, 2011
Inception to Date
 
     2011     2010     Total     Realized (b)  

Fund (a)

   Gross     Net     Gross     Net     Gross     Net     Gross     Net  

BREP IV

     7     5     1     —          27     16     97     68

BREP V

     10     7     3     3     12     8     100     75

BREP International II (c)

     3     2     13     12     -1     -3     5     2

BREP International (c)

     1     1     5     4     33     23     42     31

BREP VI

     9     6     25     24     13     8     137     98

BREP Europe III (c)

     1     -2     97     85     158     20     N/A        N/A   

BSSF II

     4     3     11     6     26     21     59     42

BSSF I

     5     4     9     7     18     13     —          —     

CMBS

     5     4     12     9     27     20     —          —     

The returns presented herein represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and performance fee allocations.
(b) Includes partially realized investments. Investments are considered partially realized when distributed proceeds, excluding current income (dividends, interest, etc.), are a material portion of invested capital.
(c) Euro-based net internal rates of return.

Generally, improvement in the operating fundamentals of the BREP funds’ hospitality and office investments has led to increases in the valuation of our investments.

 

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The following table presents the investment record of the significant real estate carry funds from inception through March 31, 2011 for funds with closed investment periods:

 

    Total Investments     Realized / Partially Realized Investments (a)  
    Total                       Total                    

Fund (Investment
Period)

  Invested
Capital (b)
    Carrying
Value (c)
    Gross
IRR
    Net
IRR (d)
    MOIC (e)     Invested
Capital (b)
    Carrying
Value (c) (f)
    Gross
IRR
    Net
IRR (d)
    MOIC (e)  
    (Amounts in Millions)                       (Amounts in Millions)                    

Pre-BREP

  $ 141     $ 345       43     33     2.5     $ 141     $ 345       43     33     2.5  

BREP I (Sep 1994 / Oct 1996)

  $ 467     $ 1,328       51     40     2.8     $ 467     $ 1,328       51     40     2.8  

BREP II (Oct 1996 / Mar 1999)

  $ 1,219     $ 2,525       26     19     2.1     $ 1,219     $ 2,525       26     19     2.1  

BREP III (Apr 1999 / Apr 2003)

  $ 1,415     $ 3,326       27     21     2.3     $ 1,362     $ 3,318       28     23     2.4  

BREP Int’l (Jan 2001 / Sep 2005)

  658     1,288       33     23     2.0     566     1,231       42     31     2.2  

BREP IV (Apr 2003 / Dec 2005)

  $ 2,737     $ 4,061       27     16     1.5     $ 1,074     $ 2,529       97     68     2.4  

BREP Int’l II (Sep 2005 / Jun 2008)

  1,336     1,300       -1     -3     1.0     162     190       5     2     1.2  

BREP V (Dec 2005 / Feb 2007)

  $ 5,515     $ 7,570       12     8     1.4     $ 951     $ 2,029       100     75     2.1  

The returns presented herein represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Investments are considered partially realized when distributed proceeds, excluding current income (rent, dividends, interest, etc.), are a material portion of invested capital.
(b) Invested Capital includes recalled capital and side-by-side investments made by our employees.
(c) Carrying value includes realized proceeds and unrealized fair value.
(d) Net Internal Rate of Return (“IRR”) represents the annualized inception to date IRR on total invested capital based on realized proceeds and unrealized value after management fees, expenses and Carried Interest.
(e) Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Carried Interest, divided by total invested capital.
(f) The Total Realized / Partially Realized Carrying Value includes remaining unrealized value of $809.2 million and €136.5 million.

The following table presents the investment record of the significant real estate carry funds, excluding separately managed accounts, from inception through March 31, 2011 for funds with open investment periods:

 

            Total Investments  
            Total                     

Fund (Investment Period)

   Available
Capital (a)
     Invested
Capital (b)
     Carrying
Value (c)
     Gross
IRR
    Net
IRR (d)
    MOIC (e)  
     (Amounts in Millions)                     

BREP VI (Feb 2007 / Aug 2012)

   $ 3,145      $ 7,928      $ 10,583        13     8     1.3  

BREP Europe III (Jun 2008 / Dec 2013)

   2,947      241      447        158     20     1.9  

BSSF II (Jul 2009 / Aug 2017)

   $ 1,014      $ 706      $ 872        26     21     1.2  

 

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The returns presented herein represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Available Capital represents total capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital, less invested capital, and includes $1.0 billion committed to deals but not yet invested. Additionally, the segment has $643.2 million of Available Capital that has been reserved for add-on investments in funds that are fully invested.
(b) Invested Capital includes recalled capital and side-by-side investments made by our employees.
(c) Carrying value includes realized proceeds and unrealized fair value.
(d) Net Internal Rate of Return (“IRR”) represents the annualized inception to date IRR on total invested capital based on realized proceeds and unrealized fair value after management fees, expenses and Carried Interest.
(e) Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Carried Interest, divided by total invested capital.

The following table presents the Carried Interest status of our real estate carry funds with expired investment periods which are currently not generating performance fees as of March 31, 2011:

 

     Gain to Cross Carried Interest Threshold (a)  

Fully Invested Funds

   Amount      % Change in
Total Enterprise
Value (b)
 
     (Amounts in Millions)         

BREP Int’l II (Sep 2005 / Jun 2008)

   633        14

 

(a) The general partner of each fund is allocated Carried Interest when the annualized returns, net of management fees and expenses, exceed the preferred return as dictated by the fund agreements. The preferred return is calculated for each limited partner individually. The Gain to Cross Carried Interest Threshold represents the increase in equity at the fund level (excluding our side-by-side investments) that is required for the general partner to begin accruing Carried Interest, assuming the gain is earned pro-rata across the fund’s investments and is achieved at the reporting date.
(b) Total Enterprise Value is the respective fund’s pro rata ownership of the privately held portfolio companies’ Enterprise Value and the Equity Value of the public portfolio companies based on fair values at the reporting date.

The Real Estate segment has three funds in their investment period all of which were above their respective Carried Interest thresholds as of March 31, 2011: BREP Europe III, BSSF II and BREP VI.

 

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Hedge Fund Solutions

The following table presents our results of operations for our Hedge Fund Solutions segment:

 

     Three Months Ended
March 31,
    2011 vs. 2010  
     2011     2010     $     %  
     (Dollars in Thousands)  

Segment Revenues

        

Management Fees

        

Base Management Fees

   $ 75,612     $ 63,866     $ 11,746       18

Transaction and Other Fees, Net

     727       809       (82     -10

Management Fee Offsets

     (124     —          (124     N/M   
                                

Total Management Fees

     76,215       64,675       11,540       18
                                

Performance Fees

        

Realized

     893       2,117       (1,224     -58

Unrealized

     19,253       10,413       8,840       85
                                

Total Performance Fees

     20,146       12,530       7,616       61
                                

Investment Income (Loss)

        

Realized

     1,341       (250     1,591       N/M   

Unrealized

     7,120       11,880       (4,760     -40
                                

Total Investment Income (Loss)

     8,461       11,630       (3,169     -27

Interest and Dividend Revenue

     516       475       41       9

Other

     104       (83     187       N/M   
                                

Total Revenues

     105,442       89,227       16,215       18
                                

Expenses

        

Compensation and Benefits

        

Compensation

     28,657       20,742       7,915       38

Performance Fee Compensation

        

Realized

     300       771       (471     -61

Unrealized

     5,358       3,783       1,575       42
                                

Total Compensation and Benefits

     34,315       25,296       9,019       36

Other Operating Expenses

     13,008       11,285       1,723       15
                                

Total Expenses

     47,323       36,581       10,742       29
                                

Economic Net Income

   $ 58,119     $ 52,646     $ 5,473       10
                                

Revenues

Revenues were $105.4 million for the three months ended March 31, 2011, an increase of $16.2 million compared to the three months ended March 31, 2010. The increase in revenues was primarily attributed to an increase of $11.5 million in Total Management Fees to $76.2 million and an increase of $7.6 million in Performance Fees to $20.1 million, partially offset by a decrease of $3.2 million in Investment Income (Loss) to $8.5 million.

Total Management Fees were $76.2 million for the three months ended March 31, 2011, an increase of $11.5 million compared to $64.7 million for the three months ended March 31, 2010. Base Management Fees were $75.6 million for the three months ended March 31, 2011, an increase of $11.7 million compared to the prior year period, driven by an increase in Fee-Earning Assets Under Management of 24% from the prior year period, which was primarily from positive net inflows and market appreciation.

 

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Investment Income (Loss) was $8.5 million for the three months ended March 31, 2011, a decrease of $3.2 million compared to $11.6 million for the three months ended March 31, 2010. Performance Fees were $20.1 million for the three months ended March 31, 2011, up slightly from the prior year period. The appreciation of the underlying assets for Blackstone’s Hedge Fund Solutions’ funds was 2% for the first quarter of 2011. Fee-Earning Assets Under Management related to funds of funds above their respective high-water marks and/or hurdle, and therefore eligible for Performance Fees, increased during the three months ended March 31, 2011 compared to the three months ended March 31, 2010.

Expenses

Expenses were $47.3 million for the three months ended March 31, 2011, an increase of $10.7 million compared to the three months ended March 31, 2010. The $10.7 million increase was primarily attributed to a $9.0 million increase in Total Compensation and Benefits and a $1.7 million increase in Other Operating Expenses. Compensation was $28.7 million for the three months ended March 31, 2011, an increase of $7.9 million, compared to $20.7 million for the prior year period, primarily due to an increase in headcount to support the growth of the business. Other Operating Expenses increased $1.7 million to $13.0 million for the three months ended March 31, 2011, compared to $11.3 million for the three months ended March 31, 2010 primarily due to an increase in professional fees related to the growth of the business.

Operating Metrics

The following operating metrics are used in the management of this business segment:

 

     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Fee-Earning Assets Under Management

    

Balance, Beginning of Period

   $ 33,159,795     $ 27,451,309  

Inflows, including Commitments

     2,452,420       1,167,681  

Outflows, including Distributions

     (388,026     (291,363

Market Appreciation (Depreciation)

     622,813       574,593  
                

Balance, End of Period

   $ 35,847,002     $ 28,902,220  
                

Increase (Decrease)

   $ 2,687,207     $ 1,450,911  

Increase (Decrease)

     8     5
     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Assets Under Management

    

Balance, Beginning of Period

   $ 34,587,292     $ 28,799,326  

Inflows, including Commitments

     4,721,176       1,205,481  

Outflows, including Distributions

     (408,034     (305,677

Market Appreciation (Depreciation)

     641,652       623,380  
                

Balance, End of Period

   $ 39,542,086     $ 30,322,510  
                

Increase (Decrease)

   $ 4,954,794     $ 1,523,184  

Increase (Decrease)

     14     5

 

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The following table presents information regarding our Fee-Earning Assets Under Management:

 

     Fee-Earning Assets Under
Management Eligible for
Incentive Fees
     Estimated % Above
High Water Mark
and/or Hurdle (a)
 
   As of March 31,      As of March 31,  
     2011      2010      2011     2010  
     (Dollars in Thousands)               

BAAM Managed Funds (b)

   $ 18,144,730      $ 14,069,129        74     55

 

(a) Estimated % Above High Water Mark and / or Hurdle represents the percentage of Fee-Earning Assets Under Management Eligible for Incentive Fees that as of the dates presented would earn incentive fees when the applicable BAAM managed fund has positive investment performance (relative to a hurdle, where applicable). Incremental positive performance in the applicable Blackstone Funds may cause additional assets to reach their respective High Water Mark and / or Hurdle, thereby resulting in an increase in Estimated % Above High Water Mark and/or Hurdle.
(b) For the BAAM managed funds, at March 31, 2011 the incremental appreciation needed for the 26% of Fee-Earning Assets Under Management below their respective High Water Marks and / or Hurdle to reach their respective High Water Marks and / or Hurdle was $325.7 million, a decrease of $307.1 million, or 48.5%, compared to $632.8 million at March 31, 2010. Of the Fee-Earning Assets Under Management below their respective High Water Marks and / or Hurdle as of March 31, 2011, 48% were within 5% of reaching their respective High Water Mark and / or Hurdle.

Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $35.8 billion at March 31, 2011, an increase of $2.7 billion, or 8%, compared to $33.2 billion at December 31, 2010. The change was primarily due to inflows of $2.5 billion primarily from BAAM’s commingled and customized investment products and long only solutions business. BAAM had net inflows of $1.6 billion in April and May 2011.

Fee-Earning Assets Under Management were $28.9 billion at March 31, 2010, an increase of $1.5 billion, or 5%, compared to $27.5 billion at December 31, 2009. The change was primarily due to inflows of $1.2 billion and market appreciation of $574.6 million, partially offset by outflows of $291.4 million. Inflows of $1.2 billion were primarily a result of growth in its commingled and customized investment products.

Assets Under Management

Assets Under Management were $39.5 billion at March 31, 2011, an increase of $5.0 billion, or 14%, compared to $34.6 billion at December 31, 2010. The change was primarily due to inflows of $4.7 billion primarily from BAAM’s hedge fund manager seeding platform, commingled and customized investment products and long only solutions business.

Assets Under Management were $30.3 billion at March 31, 2010, an increase of $1.5 billion, or 5%, compared to $28.8 billion at December 31, 2009. The change was primarily due to inflows of $1.2 billion and market appreciation of $623.4 million, partially offset by outflows of $305.7 million. Inflows of $1.2 billion were primarily a result of growth in BAAM’s commingled and customized investment products.

Composite and Fund Returns

Composite and fund return information for our significant businesses is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The composite and fund returns information reflected in this discussion and analysis is not indicative of the performance of The

 

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Blackstone Group L.P. and is also not necessarily indicative of the future results of any particular fund. An investment in The Blackstone Group L.P. is not an investment in any of our funds or composites. There can be no assurance that any of our funds or composites or our other existing and future funds or composites will achieve similar returns.

 

     Three
Months Ended
March 31,
    Average Annual Returns (a)  
     Periods Ended
March 31, 2011
 
      2011     2010     One Year     Three Year     Five Year     Historical  

Composite / Fund

   Gross     Net     Gross     Net     Gross     Net     Gross     Net     Gross     Net     Gross     Net  

BAAM Managed Funds, Core Funds Composite (b)

     2     2     3     3     9     7     3     2     5     4     8     7

The returns presented represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Composite returns present a summarized asset weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds.
(b) The Core Funds Composite excludes Blackstone’s BAAM managed funds that employ a long-biased commodity strategy, funds whose primary objective is to provide capital to hedge fund start-up firms and funds managed under non-discretionary advisory arrangements. The historical return is from January 1, 2000 and excludes fluctuations due to foreign currency exchange rates.

 

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Credit Businesses

The following table presents our results of operations for our Credit Businesses segment:

 

     Three Months Ended
March 31,
    2011 vs. 2010  
     2011     2010     $     %  
     (Dollars in Thousands)  

Segment Revenues

        

Management Fees

        

Base Management Fees

   $ 54,601     $ 39,613     $ 14,988       38

Transaction and Other Fees, Net

     745       536       209       39

Management Fee Offsets

     (18     (689     671       97
                                

Total Management Fees

     55,328       39,460       15,868       40
                                

Performance Fees

        

Realized

     9,725       (359     10,084       N/M   

Unrealized

     85,303       64,980       20,323       31
                                

Total Performance Fees

     95,028       64,621       30,407       47
                                

Investment Income

        

Realized

     1,235       3,233       (1,998     -62

Unrealized

     4,532       7,835       (3,303     -42
                                

Total Investment Income

     5,767       11,068       (5,301     -48

Interest and Dividend Revenue

     453       673       (220     -33

Other

     98       (459     557       N/M   
                                

Total Revenues

     156,674       115,363       41,311       36
                                

Expenses

        

Compensation and Benefits

        

Compensation

     30,325       28,343       1,982       7

Performance Fee Compensation

        

Realized

     5,295       (559     5,854       N/M   

Unrealized

     45,202       37,536       7,666       20
                                

Total Compensation and Benefits

     80,822       65,320       15,502       24

Other Operating Expenses

     15,357       8,290       7,067       85
                                

Total Expenses

     96,179       73,610       22,569       31
                                

Economic Net Income

   $ 60,495     $ 41,753     $ 18,742       45
                                

Revenues

Revenues were $156.7 million for the three months ended March 31, 2011, an increase of $41.3 million compared to the three months ended March 31, 2010. The increase in revenues was primarily attributed to increases of $30.4 million in Performance Fees and $15.9 million in Total Management Fees, partially offset by a decrease of $5.3 million in Investment Income.

Total Management Fees were $55.3 million for the three months ended March 31, 2011, an increase of $15.9 million from the prior year period. Base Management Fees were $54.6 million for the three months ended March 31, 2011, an increase of $15.0 million compared to the prior year period, primarily due to an increase in Fee-Earning Assets Under Management, which was driven by the April 1, 2010 acquisition of $3.5 billion in collateralized loan obligation vehicles, the launching of two closed-end mutual funds and the closing of a new CLO.

 

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Performance Fees were $95.0 million for the three months ended March 31, 2011, an increase of $30.4 million from the prior year period. The increase in Performance Fees was primarily attributable to strong performance across the Credit Businesses’ strategies. The appreciation of the underlying assets for Blackstone’s credit-oriented business was 8.1% for the flagship hedge funds, 9.0% for the mezzanine funds and 9.4% for the rescue lending funds for the first quarter of 2011.

The Realized Performance Fees for the three months ended March 31, 2011 of $9.7 million were driven primarily by realizations in the mezzanine funds.

Expenses

Expenses were $96.2 million for the three months ended March 31, 2011, an increase of $22.6 million, or 31%, compared to the three months ended March 31, 2010. The $22.6 million increase in expenses was primarily attributed to increases of $13.5 million in Performance Fee Compensation and $7.1 million in Other Operating Expenses. Performance Fee Compensation was $50.5 million for the three months ended March 31, 2011, compared to $37.0 million for the prior year period. The increase is primarily due to higher Performance Fees in the current quarter compared to the prior year period. Other Operating Expenses increased $7.1 million to $15.4 million for the three months ended March 31, 2011, compared to $8.3 million for the prior year period. The increase was primarily due to higher professional and underwriting fees, which were related to the launch of a new closed-end mutual fund.

Operating Metrics

The following operating metrics are used in the management of this business segment:

 

     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Fee-Earning Assets Under Management

    

Balance, Beginning of Period

   $ 25,337,158     $ 20,416,237  

Inflows, including Commitments

     1,033,797        240,201  

Outflows, including Distributions

     (936,716     (492,083

Market Appreciation (Depreciation)

     404,639        8,964  
                

Balance, End of Period

   $ 25,838,878     $ 20,173,319  
                

Increase (Decrease)

   $ 501,720     $ (242,918

Increase (Decrease)

     2     -1

 

     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Assets Under Management

    

Balance, Beginning of Period

   $ 31,052,368     $ 24,233,476  

Inflows, including Commitments

     814,219       415,844  

Outflows, including Distributions

     (1,091,715     (571,401

Market Appreciation (Depreciation)

     700,525        212,438  
                

Balance, End of Period

   $ 31,475,397     $ 24,290,357  
                

Increase (Decrease)

   $ 423,029     $ 56,881  

Increase (Decrease)

     1     0

 

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     Three Months Ended
March 31,
     2011 vs. 2010  
     2011      2010      $     %  
     (Dollars in Thousands)  

Capital Deployed

          

Limited Partner Capital Invested

   $ 154,298      $ 157,052      $ (2,754     -2
                                  

The following table presents information regarding our Fee-Earning Assets Under Management:

 

     Fee-Earning Assets Under
Management Eligible for
Incentive Fees
     Estimated % Above
High Water Mark (a)
 
     As of March 31,      As of March 31,  
     2011      2010      2011     2010  
     (Dollars in Thousands)         

Flagship Hedge Funds

   $ 2,782,402       $ 2,524,687         99     88

 

(a) Estimated % Above High Water Mark represents the percentage of Fee-Earning Assets Under Management Eligible for Incentive Fees that as of the dates presented would earn incentive fees when the applicable Blackstone Fund has positive investment performance. Incremental positive performance in the applicable Blackstone Funds may cause additional assets to reach their respective High Water Mark, thereby resulting in an increase in Estimated % Above High Water Mark.

Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $25.8 billion at March 31, 2011, an increase of $501.7 million, or 2%, compared to $25.3 billion at December 31, 2010. The increase was primarily due to market appreciation in our long only and hedge fund businesses compared to the prior year period. Fee-Earning Assets Under Management were $25.8 billion at March 31, 2011, an increase of $5.7 billion, or 28%, from March 31, 2010. This increase was primarily from the April 1, 2010 acquisition of $3.5 billion in collateralized loan obligation vehicles, the launching of two closed-end mutual funds and the closing of a new CLO.

Fee-Earning Assets Under Management were $20.2 billion at March 31, 2010, a decrease of $242.9 million, or 1%, compared to $20.4 billion at December 31, 2009.

Assets Under Management

Assets Under Management were $31.5 billion at March 31, 2011, an increase of $423.0 million, or 1%, compared to $31.1 billion at December 31, 2010. The increase was primarily due to net market appreciation across our funds. Assets Under Management were $31.5 billion at March 31, 2011, an increase of $7.2 billion, or 30%, from March 31, 2010. This increase was primarily from the April 1, 2010 acquisition of $3.5 billion in collateralized loan obligation vehicles, the launching of two closed-end mutual funds and the closing of a new CLO.

Assets Under Management were $24.3 billion at March 31, 2010, an increase of $56.9 million compared to $24.2 billion at December 31, 2009.

Limited Partner Capital Invested

For the three months ended March 31, 2011, Limited Partner Capital Invested was $154.3 million, a slight decrease of $2.8 million from $157.1 million for the three months ended March 31, 2010.

 

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Fund Returns

Fund return information for our significant businesses is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the performance of The Blackstone Group L.P. and is also not necessarily indicative of the future results of any particular fund. An investment in The Blackstone Group L.P. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

 

     Three Months Ended
March 31,
    Average Annual Returns (a)  
     Periods Ended
March 31, 2011
 
     2011     2010     One Year     Three Year     Five Year     Historical  

Fund

   Gross     Net     Gross     Net     Gross     Net     Gross     Net     Gross     Net     Gross     Net  

Flagship Hedge Funds (b)

     8     6     6     4     24     18     12     8     12     8     12     8

The returns presented represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Average annual returns present a summarized asset weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds.
(b) The Flagship Hedge Funds’ returns represent the weighted-average return for the U.S. domestic and offshore funds included in this return. The historical return is from August 1, 2005, which is before Blackstone’s acquisition of GSO in March 2008.

The following table presents the Internal Rates of Return of our significant Credit Businesses drawdown funds:

 

     Three Months Ended
March 31,
             
     2011     2010     Inception to Date  

Fund (a)

   Gross     Net     Gross     Net     Gross     Net  

Mezzanine Funds (b)

     9     7     6     4     22     16

Rescue Lending Funds (c)

     9     6     34     18     58     33

The returns presented herein represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and performance fee allocations.
(b) The Mezzanine Funds’ returns represent the weighted-average return for the U.S. domestic and offshore funds included in this return. The inception to date return is from July 16, 2007, which is before Blackstone’s acquisition of GSO in March 2008.
(c) The Rescue Lending Funds’ returns represent the weighted-average return for the U.S. domestic and offshore funds included in this return. The inception to date returns are from September 29, 2009, which is when the funds commenced investing.

 

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The following table presents the investment record of the significant Credit Businesses drawdown funds from inception through March 31, 2011 for funds with open investment periods:

 

          Total Investments     Realized /Partially Realized Investments (a)  
          Total                       Total        

Fund (Investment Period)

  Available
Capital (b)
    Invested
Capital  (c)
    Carrying
Value (d)
    Gross
IRR
    Net
IRR (e)
    MOIC (f)     Invested
Capital (c)
    Carrying
Value (d) (g)
    MOIC (f)  
    (Dollars in Millions)     (Dollars in Millions)        

Mezzanine Funds (Jul 2007 / Jul 2012)

  $ 898     $ 2,024     $ 2,673       22     16     1.3     $ 971     $ 1,416       1.5  

Rescue Lending Funds (May 2009 / May 2013)

    2,289       1,137       1,482       58     33     1.3       301       350       1.2  

The returns presented herein represent those of the applicable Blackstone Funds and not those of The Blackstone Group L.P.

 

(a) Investments are considered partially realized when realized proceeds, excluding current income (dividends, interest, etc.) are a material portion of invested capital.
(b) Available Capital represents total capital commitments adjusted for certain expenses and expired or recallable capital, less invested capital.
(c) Invested Capital includes recalled capital.
(d) Carrying value includes realized proceeds and unrealized fair value.
(e) Net Internal Rate of Return (“IRR”) represents the annualized inception to date IRR on total invested capital based on realized proceeds and unrealized value after management fees, expenses and Carried Interest.
(f) Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Carried Interest, divided by total invested capital.
(g) The Realized / Partially Realized Carrying Value includes remaining unrealized value of $553.4 million.

As of March 31, 2011, the significant Credit Businesses drawdown funds that are in their investment period were above their respective Carried Interest thresholds (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive Carried Interest).

 

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Financial Advisory

The following table presents our results of operations for our Financial Advisory segment:

 

     Three Months
Ended
March 31,
    2011 vs. 2010  
     2011     2010     $     %  
     (Dollars in Thousands)  

Segment Revenues

        

Advisory Fees

   $ 70,252     $ 76,568     $ (6,316     -8

Transaction and Other Fees, Net

     6       1       5        N/M   
                                

Total Advisory and Transaction Fees

     70,258       76,569       (6,311     -8
                                

Investment Income

        

Realized

     97       187       (90     -48

Unrealized

     393       230       163       71
                                

Total Investment Income

     490       417       73       18

Interest and Dividend Revenue

     1,686       1,396       290       21

Other

     386       (932     1,318       N/M   
                                

Total Revenues

     72,820       77,450       (4,630     -6
                                

Expenses

        

Compensation and Benefits — Compensation

     56,161       54,492       1,669       3

Other Operating Expenses

     17,531       14,727       2,804       19
                                

Total Expenses

     73,692       69,219       4,473       6
                                

Economic Net Income

   $ (872   $ 8,231     $ (9,103     N/M   
                                

Revenues

Revenues were $72.8 million for the three months ended March 31, 2011, a decrease of $4.6 million, or 6%, compared to $77.5 million for the three months ended March 31, 2010. The decrease in revenues was driven primarily by decreases in Blackstone’s Advisory Partners’ business and Blackstone’s restructuring and reorganization business. The decrease in Blackstone Advisory Partners’ business was principally due to several transactions that closed in late 2010 instead of 2011. The decrease in Blackstone’s restructuring and reorganization business was largely due to a decrease in the number of transactions completed during the current year period, driven in part by the timing of completion for specific transactions and in part by the improving economy as well as the overall continued strength of the credit markets. These decreases were partially offset by an increase in fees earned by Blackstone’s fund placement business, as conditions negatively impacting the fund-raising of capital from institutional investors for alternative investment products improved compared to the prior year period.

Expenses

Expenses were $73.7 million for the three months ended March 31, 2011, an increase of $4.5 million, or 6%, compared to $69.2 million for the three months ended March 31, 2010. Compensation and Benefits increased $1.7 million over the three months ended March 31, 2010, principally due to an increase in such costs in our fund placement business, partially offset by a decrease in compensation expense in Blackstone Advisory Partners’ business. Compensation expense for these businesses is related to their financial performance. Other Operating Expenses increased $2.8 million over the three months ended March 31, 2010, principally due to increases in occupancy, interest, professional fees, business development and technology expenses.

 

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Liquidity and Capital Resources

Liquidity and Capital Resources

Blackstone’s business model derives revenue primarily from third party assets under management and from advisory businesses. Blackstone is not a capital or balance sheet intensive business and targets operating expense levels such that total management and advisory fees exceed total operating expenses each period. As a result, we require limited capital resources to support the working capital or operating needs of our businesses. We draw primarily on the long term committed capital of our limited partner investors to fund the investment requirements of the Blackstone Funds and use our own realizations and cash flows to invest in growth initiatives, make commitments to our own funds, which are typically less than 5% of the assets under management of a fund, or pay distributions to unitholders.

Fluctuations in our balance sheet result primarily from activities of the Blackstone Funds which are consolidated as well as business transactions, such as the issuance of senior notes described below. The majority economic ownership interests of the Blackstone Funds are reflected as Non-Controlling Interests in Consolidated Entities in the Condensed Consolidated Financial Statements. The consolidation of these Blackstone Funds has no net effect on the Partnership’s Net Income or Partners’ Capital. Additionally, fluctuations in our balance sheet also include appreciation or depreciation in Blackstone investments in the Blackstone Funds, additional investments and redemptions of such interests in the Blackstone Funds and the collection of receivables related to management and advisory fees.

Total assets were $19.2 billion as of March 31, 2011, an increase of $404.2 million from December 31, 2010. The increase in total assets was primarily attributable to a $702.0 million increase in Investments. Total liabilities were $10.8 billion as of March 31, 2011, an increase of $226.7 million from December 31, 2010. The increase in total liabilities was primarily due to an increase in Loans Payable of $126.2 million and in increase in Due to Affiliates of $176.8 million.

For the three months ended March 31, 2011, we had Total Fee Related Revenues of $438.7 million and related expenses of $345.5 million, generating Net Fee Related Earnings from Operations of $93.2 million and Distributable Earnings of $196.5 million.

We have multiple sources of liquidity to meet our capital needs, including annual cash flows, accumulated earnings in the businesses, investments in our own Treasury and liquid funds and access to our debt capacity, including our $1.02 billion committed revolving credit facility and the proceeds from our 2009 and 2010 issuances of senior notes. As of March 31, 2011, Blackstone had $455.8 million in cash, $976.1 million invested in Blackstone’s Treasury cash management strategies, $254.0 million invested in liquid Blackstone Funds and $1.7 billion invested in illiquid Blackstone Funds, against $1.0 billion in borrowings from our 2009 and 2010 bond issuances.

We use Distributable Earnings, which is derived from our segment reported results, as a supplemental non-GAAP measure to assess performance and amounts available for distributions to Blackstone unitholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings partnerships. Distributable Earnings is intended to show the amount of net realized earnings without the effects of the consolidation of the Blackstone Funds. Distributable Earnings is derived from, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision for Taxes. Distributable Earnings, which is a component of Economic Net Income, is the sum across all segments of: (a) Total Management and Advisory Fees, (b) Interest and Dividend Revenue, (c) Other Revenue, (d) Realized Performance Fees, and (e) Realized Investment Income (Loss); less (a) Compensation, (b) Realized Performance Fee Compensation, (c) Other Operating Expenses and (d) Cash Taxes and Payables Under the Tax Receivable Agreement. Distributable Earnings is reconciled to Blackstone’s Consolidated Statement of Operations.

 

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The following table calculates Blackstone’s Distributable Earnings. Distributable Earnings is a supplemental measure of performance to assess amounts available for distributions to Blackstone unitholders, including Blackstone personnel:

 

     Three Months Ended
March 31,
 
     2011     2010  
     (Dollars in Thousands)  

Fee Related Earnings

    

Revenues

    

Total Management and Advisory Fees (a)

   $ 425,666     $ 362,621  

Interest and Dividend Revenue (a)

     9,448       8,690  

Other (a)

     2,259       (3,250

Investment Income — Blackstone’s Treasury Cash Management Strategies (b)

     1,302       3,665  
                

Total Revenues

     438,675       371,726  
                

Expenses

    

Compensation and Benefits — Compensation (a)

     229,898       190,637  

Other Operating Expenses (a)

     102,975       73,023  

Cash Taxes (c)

     12,622       9,321  
                

Total Expenses

     345,495       272,981  
                

Net Fee Related Earnings from Operations

     93,180       98,745  
                

Performance Fees, Net of Related Compensation

    

Performance Fees — Realized (a)

     95,600       53,881  

Compensation and Benefits — Performance Fee Compensation — Realized (a)

     (14,543     (7,741
                

Total Performance Fees, Net of Compensation

     81,057       46,140  
                

Investment Income and Other

    

Investment Income (Loss) — Realized (a)

     23,499       5,307  

Adjustment Related to Realized Investment Income — Blackstone’s Treasury Cash Management Strategies (d)

     (1,010     (1,264

Other Payables Including Payable Under Tax Receivable Agreement

     (177     (232
                

Total Investment Income and Other

     22,312       3,811  
                

Distributable Earnings

   $ 196,549     $ 148,696  
                

 

(a) Represents the total segment amounts of the respective captions.
(b) Represents the inclusion of Investment Income from Blackstone’s Treasury cash management strategies.
(c) Represents the provisions for and/or adjustments to income taxes that were calculated using a similar methodology applied in calculating the current provision for The Blackstone Group L.P.
(d) Represents the elimination of Realized Investment Income attributable to Blackstone’s Treasury cash management strategies which is a component of Net Fee Related Earnings from Operations.

 

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The following table is a reconciliation of Income (Loss) Before Provision for Taxes to Total Segments Economic Net Income, of Total Segments, Economic Net Income to Net Fee Related Earnings from Operations, of Net Fee Related Earnings from Operations to Distributable Earnings and of Earnings Before Interest, Taxes and Depreciation and Amortization from Net Fee Related Earnings from Operations to Net Fee Related Earnings from Operations:

 

    Three Months Ended
March 31,
 
    2011     2010  
    (Dollars in Thousands)  

Income (Loss) Before Provision for Taxes

  $ 117,214     $ (227,671

IPO and Acquisition-Related Charges (a)

    421,861       726,722  

Amortization of Intangibles (b)

    44,174       39,512  

(Income) Loss Associated with Non-Controlling Interests in (Income) Loss of Consolidated Entities (c)

    71,056       (153,461
               

Total Segments, Economic Net Income

    654,305       385,102  

Performance Fees Adjustment (d)

    (600,797     (186,214

Investment Income (Loss) Adjustment (e)

    (126,076     (156,828

Investment Income (Loss) — Blackstone’s Treasury Cash Management Strategies (f)

    1,302       3,665  

Performance Fee Compensation and Benefits Adjustment (g)

    177,068       62,341  

Taxes Payable (h)

    (12,622     (9,321
               

Net Fee Related Earnings from Operations

    93,180       98,745  

Realized Performance Fees (i)

    81,057       46,140  

Realized Investment Income (Loss) (j)

    23,499       5,307  

Adjustment Related to Realized Investment Income — Blackstone’s Treasury Cash Management Strategies (k)

    (1,010     (1,264

Other Payables Including Payable Under Tax Receivable Agreement

    (177     (232
               

Distributable Earnings

  $ 196,549     $ 148,696  
               

Earnings Before Interest, Taxes and Depreciation and Amortization from Net Fee Related Earnings from Operations (l)

  $ 126,666     $ 120,805  
               

 

(a) This adjustment adds back to Income (Loss) Before Provision for Taxes amounts for Transaction-Related Charges which include principally equity-based compensation charges associated with Blackstone’s initial public offering and other corporate actions.
(b) This adjustment adds back to Income (Loss) Before Provision for Taxes amounts for the Amortization of Intangibles which are associated with Blackstone’s initial public offering and other corporate actions.
(c) This adjustment adds back to Income (Loss) Before Provision for Taxes the amount of (Income) Loss Associated with Non-Controlling Interests in (Income) Loss of Consolidated Entities and includes the amount of Management Fee Revenues associated with Consolidated CLO Vehicles.
(d) This adjustment removes from ENI the total segment amount of Performance Fees.
(e) This adjustment removes from ENI the total segment amount of Investment Income (Loss).
(f) This adjustment represents the realized and unrealized gain (loss) on Blackstone’s Treasury cash management strategies which are a component of Investment Income (Loss) but included in Net Fee Related Earnings.
(g) This adjustment removes from expenses the compensation and benefit amounts related to Blackstone’s profit sharing plans related to Performance Fees.
(h) Represents an implied payable for income taxes calculated using a similar methodology applied in calculating the current provision for The Blackstone Group L.P.
(i) Represents the adjustment for realized Performance Fees net of corresponding actual amounts due under Blackstone’s profit sharing plans related thereto.
(j) Represents the adjustment for Blackstone’s Investment Income — Realized.

 

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(k) Represents the elimination of Realized Investment Income attributable to Blackstone’s Treasury cash management strategies which is a component of both Net Fee Related Earnings from Operations and Realized Investment Income (Loss).
(l) Earnings Before Interest, Taxes and Depreciation and Amortization from Net Fee Related Earnings from Operations represents Net Fee Related Earnings from Operations adding back the implied cash taxes payable component from the Distributable Earnings reconciliation presented above, which is included in (i), and segment interest and segment depreciation and amortization. The cash taxes payable component of (i) was $12.6 million and $9.3 million for the three months ended March 31, 2011 and 2010, respectively. Interest was $12.7 million and $6.3 million for the three months ended March 31, 2011 and 2010, respectively. Depreciation and amortization was $8.2 million and $6.4 million for the three months ended March 31, 2011 and 2010, respectively.

Our Sources of Cash and Liquidity Needs

We expect that our primary liquidity needs will be cash to (a) provide capital to facilitate the growth of our existing businesses which principally includes funding our general partner and co-investment commitments to our funds, (b) provide capital to facilitate our expansion into new businesses that are complementary, (c) pay operating expenses, including cash compensation to our employees and other obligations as they arise, (d) fund modest capital expenditures, (e) repay borrowings and related interest costs, (f) pay income taxes and (g) make distributions to our unitholders and the holders of Blackstone Holdings Partnership Units. Our own capital commitments to our funds, the funds we invest in and our investment strategies as of March 31, 2011 consisted of the following:

 

Fund

   Original
Commitment
     Remaining
Commitment
 
     (Dollars in Thousands)  

Private Equity

     

BCP VI

   $ 678,239      $ 678,239  

BCP V

     629,356        109,034  

BCP IV

     150,000        9,586  

BCOM

     50,000        5,074  

BCTP

     4,575        3,103  

RMB

     6,761        6,761  

Woori Blackstone Korea I

     5,448        4,458  

Real Estate Funds

     

BREP VI

     750,000        213,572  

BREP V

     52,545        4,590  

BREP International II

     28,222        2,365  

BREP IV

     50,000        —     

BREP International

     20,000        —     

BREP Europe III

     100,000        91,895  

BSSF II

     43,008        4,581  

BSSF I

     6,992        —     

CMBS Fund

     4,010        —     

BSSF G

     2,500        646  

BCRED

     10,000         7,627   

Hedge Fund Solutions

     

Strategic Alliance II

     50,000        45,185  

Strategic Alliance

     50,000        2,291  

Credit Businesses

     

BMezz II

     17,692        3,165  

BMezz

     41,000        2,590  

Blackstone Credit Liquidity Partners

     32,244        7,428  

Blackstone / GSO Capital Solutions

     50,000        35,394  

Other (a)

     16,270        1,329  
                 

Total

   $ 2,848,862      $ 1,238,913  
                 

 

(a) Represents capital commitments to a number of other Credit Businesses funds.

 

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For some of the general partner commitments shown in the table above we require our senior managing directors and certain other professionals to fund a portion of the commitment even though the ultimate obligation to fund the aggregate commitment is ours pursuant to the governing agreements of the respective funds. For BCP VI, BREP VI and BREP Europe III, it is intended that our senior managing directors and certain other professionals will fund $250 million, $150 million and $35 million, respectively, of the aggregate applicable general partner commitment shown above. In addition, certain senior managing directors and other professionals are required to fund a de minimis amount of the commitment in the other private equity, real estate and credit-oriented carry funds. We expect our commitments to be drawn down over time and to be funded by available cash and cash generated from operations and realizations. Taking into account prevailing market conditions and both the liquidity and cash or liquid investment balances, we believe that the sources of liquidity described below will be more than sufficient to fund our working capital requirements.

On March 23, 2010, indirect subsidiaries of Blackstone entered into an unsecured revolving credit facility (the “Credit Facility”) with Citibank, N.A., as Administrative Agent. On November 23, 2010, the Credit Facility was amended to set the facility aggregate borrowing limit at $1.02 billion. On April 8, 2011, the Credit Facility was further amended to extend the maturity date from March 23, 2013 to April 8, 2016. Borrowings may also be made in U.K. Sterling or Euros, in each case subject to certain sub-limits. The Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee generating assets under management, each tested quarterly.

In August 2009, Blackstone Holdings Finance Co. L.L.C. issued $600 million in aggregate principal amount of 6.625% Senior Notes which will mature on August 15, 2019, unless earlier redeemed or repurchased. In September 2010, Blackstone Holdings Finance Co. L.L.C. issued $400 million in aggregate principal amount of 5.875% Senior Notes which will mature on March 15, 2021, unless earlier redeemed or repurchased. (Both issuances of Senior Notes are collectively referred to as the “Notes”.) The notes are unsecured and unsubordinated obligations of Blackstone Holdings Finance Co. L.L.C. and are fully and unconditionally guaranteed, jointly and severally, by The Blackstone Group L.P. and each of the Blackstone Holdings partnerships. The Notes contain customary covenants and financial restrictions that among other things limit Blackstone Holdings Finance Co. L.L.C. and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Notes also contain customary events of default. All or a portion of the Notes may be redeemed at our option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes. If a change of control repurchase event occurs, the Notes are subject to repurchase at the repurchase price as set forth in the Notes.

In addition to the cash we received in connection with our IPO, debt offering and our borrowing facilities, we expect to receive (a) cash generated from operating activities, (b) Carried Interest and incentive income realizations, and (c) realizations on the carry and hedge fund investments that we make. The amounts received from these three sources in particular may vary substantially from year to year and quarter to quarter depending on the frequency and size of realization events or net returns experienced by our investment funds. Our available capital could be adversely affected if there are prolonged periods of few substantial realizations from our investment funds accompanied by substantial capital calls for new investments from those investment funds. Therefore, Blackstone’s commitments to our funds are taken into consideration when managing our overall liquidity and cash position.

Blackstone’s general partner maintains the right to determine the amount to be distributed from The Blackstone Group L.P.’s net after-tax share of its annual Distributable Earnings. Distributable Earnings will only be a starting point for the determination of the amount to be distributed to unitholders because in determining the amount to be distributed Blackstone will subtract from Distributable Earnings any amounts determined by its general partner to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and funds, to comply with applicable law, any of its debt instruments or other

 

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agreements, or to provide for future distributions to its unitholders for any ensuing quarter. The aggregate amounts of Blackstone’s distributions to unitholders will typically be less than its Distributable Earnings for that year.

Although for calendar 2010 Blackstone distributed substantially all of its net after-tax annual Distributable Earnings. Blackstone’s current intention is now to distribute to its common unitholders substantially all of The Blackstone Group L.P.’s net after-tax share of annual Distributable Earnings less the amount of its realized investment gains. This determination was made based on the continued pace of organic and inorganic growth and the potential for further strategic initiatives and the retained amount will be used for those purposes. The retained cash will be deducted from the fourth quarter distribution which is made in the first quarter of the ensuing calendar year. Distributions for the first three quarters will remain unchanged at $0.10 per unit. All distributions are subject to Blackstone’s discretion to retain additional amounts from the amount of annual Distributable Earnings to be distributed as described above.

Because Blackstone will not know what its Distributable Earnings will be for any fiscal year until the end of such year, Blackstone expects that its first three quarterly distributions in respect of any given year will be based on its anticipated annualized Net Fee Related Earnings. As such, the distributions for the first three quarters are expected to be smaller than the final quarterly distribution in respect of such year. For the fourth quarter of 2011 Blackstone expects to pay the remaining amount of the year’s Distributable Earnings less realized investment gains.

All of the foregoing is subject to the qualification that the declaration and payment of any distributions are at the sole discretion of our general partner and our general partner may change our distribution policy at any time.

Because the wholly-owned subsidiaries of The Blackstone Group L.P. must pay taxes and make payments under the tax receivable agreements described in Blackstone’s 2010 Annual Report on Form 10-K, the amounts ultimately distributed by The Blackstone Group L.P. to its common unitholders in respect of fiscal 2011 and subsequent years are expected to be different, on a per unit basis, than the amounts distributed by the Blackstone Holdings partnerships to the Blackstone personnel and others who are limited partners of the Blackstone Holdings partnerships in respect of their Blackstone Holdings partnership units.

In January 2008, the Board of Directors of our general partner, Blackstone Group Management L.L.C., authorized the repurchase of up to $500 million of our common units and Blackstone Holdings Partnership Units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of Blackstone common units and Blackstone Holdings Partnership Units repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. This unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. During the three months ended March 31, 2011, we repurchased 116,270 vested Blackstone Holdings Partnership Units as part of the unit repurchase program for a total cost of $2.1 million. As of March 31, 2011, the amount remaining available for repurchases was $335.8 million under this program.

We may under certain circumstances use leverage opportunistically and over time to create the most efficient capital structure for Blackstone and our public common unitholders, including through the issuance of debt securities. As of March 31, 2011, we had total partners’ capital of $7.8 billion, including $455.8 million in cash, $976.1 million invested in Blackstone’s Treasury cash management strategies, $254.0 million invested in liquid Blackstone Funds and $1.7 billion invested in illiquid Blackstone Funds, against $1.0 billion in borrowings from our 2009 and 2010 bond issuances.

Our private equity funds, real estate funds and funds of hedge funds have not historically utilized substantial leverage at the fund level other than for short-term borrowings between the date of an investment and the receipt

 

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of capital from the investing fund’s investors. Our carry funds make direct or indirect investments in companies that utilize leverage in their capital structure. The degree of leverage employed varies among portfolio companies.

Certain of our Hedge Fund Solutions and Credit Businesses funds use leverage in order to obtain additional market exposure, enhance returns on invested capital and/or to bridge short-term cash needs. The forms of leverage primarily employed by these funds include purchasing securities on margin, utilizing collateralized financing and using derivative instruments.

Critical Accounting Policies

We prepare our Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In applying many of these accounting principles, we need to make assumptions, estimates and/or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates and/or judgments, however, are often subjective. Actual results may be affected negatively based on changing circumstances. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. (See Note 2. “Summary of Significant Accounting Policies” in the “Notes to the Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.)

Principles of Consolidation

The Partnership consolidates all entities that it controls through a majority voting interest or otherwise, including those Blackstone Funds in which the general partner is presumed to have control. Although the Partnership has a non-controlling interest in the Blackstone Holdings partnerships, the limited partners do not have the right to dissolve the partnerships or have substantive kick out rights or participating rights that would overcome the presumption of control by the Partnership. Accordingly, the Partnership consolidates Blackstone Holdings and records non-controlling interests to reflect the economic interests of the limited partners of Blackstone Holdings.

In addition, the Partnership consolidates all variable interest entities (“VIE”) in which it is the primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The consolidation guidance requires an analysis to (a) determine whether an entity in which the Partnership holds a variable interest is a variable interest entity and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment. Where the variable interest entities have qualified for the deferral of the consolidation guidance, the analysis is based on previous consolidation guidance. Variable interest entities qualify for the deferral of the consolidation guidance if all of the following conditions have been met:

 

  (a) The entity has all of the attributes of an investment company as defined under AICPA Accounting and Auditing Guide, Investment Companies (“Investment Company Guide”), or does not have all the attributes of an investment company but it is an entity for which it is acceptable based on industry practice to apply measurement principles that are consistent with the Investment Company Guide,

 

  (b) The reporting entity does not have explicit or implicit obligations to fund any losses of the entity that could potentially be significant to the entity, and

 

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  (c) The entity is not a securitization or asset-backed financing entity or an entity that was formerly considered a qualifying special purpose entity.

This guidance requires an analysis to determine (a) whether an entity in which the Partnership holds a variable interest is a variable interest entity and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would be expected to absorb a majority of the variability of the entity. Under both guidelines, the Partnership determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and reconsiders that conclusion continuously. In evaluating whether the Partnership is the primary beneficiary, Blackstone evaluates its economic interests in the entity held either directly by the Partnership and its affiliates or indirectly through employees. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Partnership is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Partnership, affiliates of the Partnership or third parties) or amendments to the governing documents of the respective Blackstone Funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, the Partnership assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.

Revenue Recognition

Revenues primarily consist of management and advisory fees, performance fees, investment income, interest and dividend revenue and other.

Please refer to “Part I. Item 1. Business — Incentive Arrangements / Fee Structure” in our 2010 Annual Report on Form 10-K for additional information regarding the manner in which Base Management Fees and Performance Fees are generated.

Management and Advisory Fees — Management and Advisory Fees are comprised of management fees, including base management fees, transaction and other fees, management fee reductions and offsets, and advisory fees.

The Partnership earns base management fees from limited partners of funds in each of its managed funds, at a fixed percentage of assets under management, net asset value, total assets, committed capital, invested capital or, in some cases, a fixed-fee. Base management fees are based on contractual terms specified in the underlying investment advisory agreements. The range of management fee rates and the calculation base from which they are earned, generally, are as follows:

On private equity, real estate, and certain credit-oriented funds:

 

   

1.00% to 1.50% of committed capital during the commitment period,

 

   

0.75% to 1.50% of invested capital subsequent to the investment period for private equity and real estate funds, and

 

   

1.00% to 1.50% of invested capital for certain credit-oriented funds.

On credit-oriented funds structured like hedge funds:

 

   

0.75% to 2.00% of net asset value.

On credit-oriented funds separately managed accounts:

 

   

0.35% to 1.00% of net asset value.

On funds of hedge funds and separately managed accounts invested in hedge funds:

 

   

0.65% to 1.50% of assets under management.

 

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On CLO vehicles:

 

   

0.40% to 1.25% of total assets.

On closed-end mutual funds and registered investment companies:

 

   

0.75% to 1.10% of fund assets.

Transaction and other fees (including monitoring fees) are fees charged directly to funds and portfolio companies. The investment advisory agreements generally require that the investment advisor reduce the amount of management fees payable by the limited partners to the Partnership (“management fee reductions”) by an amount equal to a portion of the transaction and other fees directly paid to the Partnership by the portfolio companies. The amount of the reduction varies by fund, the type of fee paid by the portfolio company and the previously incurred expenses of the fund.

Management fee offsets are reductions to management fees payable by our limited partners, which are granted based on the amount they reimburse Blackstone for placement fees.

Advisory fees consist of advisory retainer and transaction-based fee arrangements related to merger, acquisition, restructuring and divestiture activities and fund placement services for alternative investment funds. Advisory retainer fees are recognized when services for the transactions are complete, in accordance with terms set forth in individual agreements. Transaction-based fees are recognized when (a) there is evidence of an arrangement with a client, (b) agreed upon services have been provided, (c) fees are fixed or determinable and (d) collection is reasonably assured. Fund placement fees are recognized as earned upon the acceptance by a fund of capital or capital commitments.

Accrued but unpaid Management and Advisory Fees, net of management fee reductions and management fee offsets, as of the reporting date, are included in Accounts Receivable or Due From Affiliates in the Condensed Consolidated Statements of Financial Condition.

Performance Fees — Performance Fees earned on the performance of Blackstone’s hedge fund structures are recognized based on fund performance during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respective terms set out in each hedge fund’s governing agreements. Accrued but unpaid performance fees charged directly to investors in Blackstone’s offshore hedge funds as of the reporting date are recorded within Due from Affiliates in the Condensed Consolidated Statements of Financial Condition. Performance fees arising on Blackstone’s onshore hedge funds are allocated to the general partner. Accrued but unpaid performance fees on onshore funds as of the reporting date are reflected in Investments in the Condensed Consolidated Statements of Financial Condition.

In certain fund structures, specifically in private equity, real estate and certain credit-oriented funds (“Carry Funds”), performance fees (“Carried Interest”) are allocated to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners. Carried Interest allocations range between 10% and 20% of fund appreciation. At the end of each reporting period, the Partnership calculates the Carried Interest that would be due to the Partnership for each fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Carried Interest to reflect either (a) positive performance resulting in an increase in the Carried Interest allocated to the general partner or (b) negative performance that would cause the amount due to the Partnership to be less than the amount previously recognized as revenue, resulting in a negative adjustment to Carried Interest allocated to the general partner. In each scenario, it is necessary to calculate the Carried Interest on cumulative results compared to the Carried Interest recorded to date and make the required positive or negative adjustments. The Partnership ceases to record negative Carried Interest allocations once previously recognized Carried Interest allocations for such fund have been fully reversed. The

 

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Partnership is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Carried Interest over the life of a fund. Accrued but unpaid Carried Interest as of the reporting date is reflected in Investments in the Condensed Consolidated Statements of Financial Condition.

Carried Interest is realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return. Performance fees earned on hedge fund structures are realized at the end of each fund’s measurement period.

Carried Interest is subject to clawback to the extent that the Carried Interest actually distributed to date exceeds the amount due to Blackstone based on cumulative results. As such, the accrual for potential repayment of previously received performance fees, which is a component of Due to Affiliates, represents all amounts previously distributed to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone Funds if the Blackstone Carry Funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. Generally, the actual clawback liability does not become realized until the end of a fund’s life or one year after a realized loss is incurred, depending on the fund.

Investment Income (Loss) — Investment Income (Loss) represents the unrealized and realized gains and losses on the Partnership’s principal investments, including its investments in Blackstone Funds that are not consolidated, its equity method investments, and other principal investments. Investment Income (Loss) is realized when the Partnership redeems all or a portion of its investment or when the Partnership receives cash income, such as dividends or distributions, from its non-consolidated funds. Unrealized Investment Income (Loss) results from changes in the fair value of the underlying investment as well as the reversal of unrealized gain (loss) at the time an investment is realized.

Interest and Dividend Revenue — Interest and Dividend Revenue comprises primarily interest and dividend income earned on principal investments held by Blackstone.

Other Revenue — Other Revenue comprises primarily foreign exchange gains and losses arising on transactions denominated in currencies other than U.S. dollars.

Expenses

Our expenses include compensation and benefits expense and general and administrative expenses. Our accounting policies related thereto are as follows:

Compensation and Benefits — Compensation — Compensation and Benefits consists of (a) employee compensation, comprising salary and bonus, and benefits paid and payable to employees, including senior managing directors and (b) equity-based compensation associated with the grants of equity-based awards to employees, including senior managing directors.

Equity-Based Compensation — Compensation cost relating to the issuance of share-based awards to senior management and employees is measured at fair value at the grant date, taking into consideration expected forfeitures, and expensed over the vesting period on a straight line basis. Equity-based awards that do not require future service are expensed immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each reporting period.

Compensation and Benefits — Performance Fee — Performance Fee Compensation and Benefits consists of Carried Interest and performance fee allocations to employees, including senior managing directors, participating in certain profit sharing initiatives. Employees participating in such initiatives are allocated a certain portion of Carried Interest and performance fees allocated to the general partner under performance fee allocations (see “— Revenue Recognition”). Such compensation expense is recognized in the same manner as Carried Interest and performance fee allocations and is subject to both positive and negative adjustments as a result of changes in underlying fund performance.

 

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Fair Value of Financial Instruments

GAAP establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

 

   

Level I — Quoted prices are available in active markets for identical financial instruments as of the reporting date. The type of financial instruments in Level I include listed equities, listed derivatives and mutual funds with quoted prices. The Partnership does not adjust the quoted price for these investments, even in situations where Blackstone holds a large position and a sale could reasonably impact the quoted price.

 

   

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments which are generally included in this category include corporate bonds and loans, government and agency securities, less liquid and restricted equity securities, certain over-the-counter derivatives where the fair value is based on observable inputs, and certain fund of hedge funds investments in which Blackstone has the ability to redeem its investment at net asset value at, or within three months of, the reporting date.

 

   

Level III — Pricing inputs are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partnership interests in private equity and real estate funds, credit-oriented funds, distressed debt and non-investment grade residual interests in securitizations, collateralized loan obligations, certain over the counter derivatives where the fair value is based on unobservable inputs and certain funds of hedge funds which use net asset value per share to determine fair value in which Blackstone may not have the ability to redeem its investment at net asset value at, or within three months of, the reporting date. Blackstone may not have the ability to redeem its investment at net asset value at, or within three months of, the reporting date if an investee fund manager has the ability to limit the amount of redemptions, and/or the ability to side-pocket investments, irrespective of whether such ability has been exercised.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.

In the absence of observable market prices, Blackstone values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist; management’s determination of fair value is then based on the best information available in the circumstances, and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into

 

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consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies, real estate properties or certain funds of hedge funds. The valuation technique for each of these investments is described below:

Private Equity Investments — The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies and other measures which, in many cases, are unaudited at the time received. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (e.g., multiplying a key performance metric of the investee company such as EBITDA by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Private equity investments may also be valued at cost for a period of time after an acquisition as the best indicator of fair value.

Real Estate Investments — The fair values of real estate investments are determined by considering projected operating cash flows, sales of comparable assets, if any, and replacement costs among other measures. The methods used to estimate the fair value of real estate investments include the discounted cash flow method and/or capitalization rates (“cap rates”) analysis. Valuations may be derived by reference to observable valuation measures for comparable companies or assets (e.g., multiplying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Additionally, where applicable, projected distributable cash flow through debt maturity will also be considered in support of the investment’s carrying value.

Funds of Hedge Funds — Blackstone Funds’ direct investments in funds of hedge funds (“Investee Funds”) are valued at net asset value (“NAV”) per share of the Investee Fund. If the Partnership determines, based on its own due diligence and investment procedures, that NAV per share does not represent fair value, the Partnership will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with its valuation policies.

Credit-Oriented Investments — The fair values of credit-oriented investments are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In some instances, Blackstone may utilize other valuation techniques, including the discounted cash flow method.

Investments, at Fair Value

The Blackstone Funds are accounted for as investment companies under the Investment Company Guide, and reflect their investments, including majority-owned and controlled investments (the “Portfolio Companies”), at fair value. Blackstone has retained the specialized accounting for the consolidated Blackstone Funds. Thus, such consolidated funds’ investments are reflected in Investments on the Condensed Consolidated Statements of Financial Condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price).

Blackstone’s principal investments are presented at fair value with unrealized appreciation or depreciation and realized gains and losses recognized in the Condensed Consolidated Statements of Operations within Investment Income (Loss).

For certain instruments, the Partnership has elected the fair value option. Such election is irrevocable and is applied on an investment by investment basis at initial recognition. The Partnership has applied the fair value

 

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option for certain loans and receivables and certain investments in private debt and equity securities that otherwise would not have been carried at fair value with gains and losses recorded in net income. Fair valuing these investments is consistent with how the Partnership accounts for its other principal investments. Loans extended to third parties are recorded within Accounts Receivable within the Condensed Consolidated Statements of Financial Condition. Debt and equity securities for which the fair value option has been elected are recorded within Investments. The methodology for measuring the fair value of such investments is consistent with the methodology applied to private equity, real estate, credit-oriented and funds of hedge funds investments. Changes in the fair value of such instruments are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations. Interest income on interest bearing loans and receivables and debt securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest and Dividend Revenue.

Interest income on interest bearing loans and receivables and debt securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest and Dividend Revenue.

In addition, the Partnership has elected the fair value option for the assets and liabilities of certain CLO vehicles that are consolidated as of January 1, 2010, as a result of the initial adoption of revised variable interest entity consolidation guidance. The Partnership has also elected the fair value option for CLO vehicles consolidated as of April 1, 2010 and July 20, 2010, as a result of the acquisitions of CLO management contracts. The transition adjustment resulting from the difference between the fair value of assets and liabilities for each of these events is presented within the Condensed Consolidated Statement of Financial Condition as Appropriated Partners’ Capital. Assets of the consolidated CLOs are presented within Investments within the Condensed Consolidated Statements of Financial Condition, and Liabilities of the consolidated CLOs are presented within Loans Payable for the amounts due to unaffiliated third parties and Due to Affiliates for the amounts held by affiliates. The methodology for measuring the fair value of such assets and liabilities is consistent with the methodology applied to private equity, real estate, and credit-oriented investments. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income subsequent to adoption are presented within Net Gains from Fund Investment Activities and are attributable to The Blackstone Group L.P., Non-Controlling Interests in Blackstone Holdings and Non-Controlling Interests in Consolidated Entities in the Condensed Consolidated Statements of Operations.

Further disclosure on instruments for which the fair value option has been elected is presented in Note 7. “Fair Value Option” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.

Intangibles and Goodwill

Blackstone’s intangible assets consist of contractual rights to earn future fee income, including management and advisory fees and Carried Interest from its Carry Funds. Identifiable finite-lived intangible assets are amortized on a straight line basis over their estimated useful lives, ranging from 4 to 20 years, reflecting the contractual lives of such funds. Amortization expense is included within General, Administrative and Other in the accompanying Condensed Consolidated Statements of Operations. The Partnership does not hold any indefinite-lived intangible assets.

Goodwill comprises goodwill arising from the Reorganization of the Partnership in 2007 and the acquisition of GSO in 2008.

The carrying value of goodwill was $1.7 billion as of March 31, 2011 and December 31, 2010. Intangibles and goodwill are reviewed for impairment at least annually, or more frequently if circumstances indicate impairment may have occurred. As of March 31, 2011 and December 31, 2010, the fair value of the Partnership’s operating segments substantially exceeded their respective carrying values.

 

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We test goodwill for impairment at the operating segment level (the same as our segments). Management has organized the firm into five operating segments. All of the components in each segment have similar economic characteristics and management makes key operating decisions based on the performance of each segment. Therefore, we believe that operating segment is the appropriate reporting level for testing the impairment of goodwill. In determining fair value for each of our segments, we utilize a discounted cash flow methodology based on the adjusted cash flows from operations for each segment. We believe this method provides the best approximation of fair value. In calculating the discounted cash flows, we begin with the adjusted cash flows from operations of each segment. We then determine the most likely growth rate by operating segment for each of the next nine years and assume a terminal value by segment. We do not apply a control premium. The discounted cash flow analysis includes the Blackstone issued notes and borrowings under the revolving credit facility, if any, and includes an allocation of interest expense to each segment for the unused commitment fee on Blackstone’s revolving credit facility. We use a discount rate that reflects the weighted average cost of capital adjusted for the risks inherent in the future cash flows.

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, entering into operating leases, and entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated and non-consolidated drawdown funds. We do not have any off-balance sheet arrangements that would require us to fund losses or guarantee target returns to investors in our funds.

Further disclosure on our off-balance sheet arrangements is presented in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing as follows:

 

   

Note 6. “Derivative Financial Instruments”,

 

   

Note 9. “Variable Interest Entities”, and

 

   

Note 16. “Commitments and Contingencies — Commitments — Investment Commitments” and “— Contingencies — Guarantees”.

Recent Accounting Developments

Information regarding recent accounting developments and their impact on Blackstone can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements.”

 

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Contractual Obligations, Commitments and Contingencies

The following table sets forth information relating to our contractual obligations as of March 31, 2011 on a consolidated basis and on a basis deconsolidating the Blackstone funds:

 

Contractual Obligations

  April 1, 2011 to
December 31, 2011
    2012–2013     2014–2015     Thereafter     Total  
    (Dollars in Thousands)  

Operating Lease Obligations (a)

  $ 45,106     $ 109,790     $ 92,514     $ 251,626     $ 499,036  

Purchase Obligations

    12,688       5,593       1,520       —          19,801  

Blackstone Issued Notes and Revolving Credit Facility (b)

    —          —          —          1,000,000       1,000,000  

Interest on Blackstone Issued Notes and Revolving Credit Facility (c)

    47,438       126,500       126,500       266,490       566,928  

Blackstone Operating Entities Loan and Credit Facilities Payable (d)

    891       10,163       5,040       —          16,094  

Interest on Blackstone Operating Entities Loan and Credit Facilities Payable (e)

    170       171       11       —          352  

Blackstone Funds and CLO Vehicles Debt Obligations Payable (f)

    3,380       86,703       140,518       7,042,585       7,273,186  

Interest on Blackstone Funds and CLO Vehicles Debt Obligations Payable (g)

    77,517       205,931       195,378       453,805       932,631  

Blackstone Funds Capital Commitments to Investee Funds (h)

    28,607       —          —          —          28,607  

Due to Certain Non-Controlling Interest Holders in Connection with Tax Receivable Agreements (i)

    —          44,974       87,529       1,137,372       1,269,875  

Blackstone Operating Entities Capital Commitments to Blackstone Funds and Other (j)

    1,238,913       —          —          —          1,238,913  
                                       

Consolidated Contractual Obligations

    1,454,710       589,825       649,010       10,151,878       12,845,423  

Blackstone Funds and CLO Vehicles Debt Obligations Payable (f)

    (3,380     (86,703     (140,518     (7,042,585     (7,273,186

Interest on Blackstone Funds and CLO Vehicles Debt Obligations Payable (g)

    (77,517     (205,931     (195,378     (453,805     (932,631

Blackstone Funds Capital Commitments to Investee Funds (h)

    (28,607     —          —          —          (28,607
                                       

Blackstone Operating Entities Contractual Obligations

  $ 1,345,206     $ 297,191     $ 313,114     $ 2,655,488     $ 4,610,999  
                                       

 

(a) We lease our primary office space under agreements that expire through 2024. In connection with certain lease agreements, we are responsible for escalation payments. The contractual obligation table above includes only guaranteed minimum lease payments for such leases and does not project potential escalation or other lease-related payments. These leases are classified as operating leases for financial statement purposes and as such are not recorded as liabilities on the Condensed Consolidated Statements of Financial Condition. The amounts are presented net of contractual sublease commitments.
(b) Represents the principal amount due on the 6.625% and 5.875% senior notes we issued. As of March 31, 2011, we had no outstanding borrowings under our revolver.
(c) Represents interest to be paid over the maturity of our 6.625% and 5.875% senior notes and borrowings under our revolving credit facility which has been calculated assuming no prepayments are made and debt is held until its final maturity date. These amounts exclude commitment fees for unutilized borrowings under our revolver.

 

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(d) Represents borrowings for employee term facilities program and a capital asset facility.
(e) Represents interest to be paid over the maturity of the related debt obligation which has been calculated assuming no prepayments are made and debt is held until its final maturity date. The future interest payments are calculated using variable rates in effect as of March 31, 2011, at spreads to market rates pursuant to the financing agreements, and range from 1.05% to 1.50%.
(f) These obligations are those of the Blackstone Funds including the consolidated CLO vehicles.
(g) Represents interest to be paid over the maturity of the related Blackstone Funds’ and CLO vehicles’ debt obligations which has been calculated assuming no prepayments will be made and debt will be held until its final maturity date. The future interest payments are calculated using variable rates in effect as of March 31, 2011, at spreads to market rates pursuant to the financing agreements, and range from 0.52% to 17.00%. The majority of the borrowings are due on demand and for purposes of this schedule are assumed to mature within one year. Interest on the majority of these borrowings rolls over into the principal balance at each reset date.
(h) These obligations represent commitments of the consolidated Blackstone Funds to make capital contributions to investee funds and portfolio companies. These amounts are generally due on demand and are therefore presented in the less than one year category.
(i) Represents obligations by the Partnership’s corporate subsidiary to make payments under the Tax Receivable Agreements to certain non-controlling interest holders for the tax savings realized from the taxable purchases of their interests in connection with the reorganization at the time of Blackstone’s initial public offering in 2007 and subsequent purchases. The obligation represents the amount of the payments currently expected to be made, which are dependent on the tax savings actually realized as determined annually without discounting for the timing of the payments. As required by GAAP, the amount of the obligation included in the Condensed Consolidated Financial Statements and shown in Note 15. “Related Party Transactions” (see “Part I. Item 1. Financial Statements”) differs to reflect the net present value of the payments due to certain non-controlling interest holders.
(j) These obligations represent commitments by us to provide general partner capital funding to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. These amounts are generally due on demand and are therefore presented in the less than one year category; however, a substantial amount of the capital commitments are expected to be called over the next three years. We expect to continue to make these general partner capital commitments as we raise additional amounts for our investment funds over time.

Guarantees

Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the on-going business activities and/or acquisitions of their Portfolio Companies. There is no direct recourse to the Partnership to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, the Partnership’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by real estate funds were $5.1 million as of March 31, 2011.

Indemnifications

In many of its service contracts, Blackstone agrees to indemnify the third party service provider under certain circumstances. The terms of the indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in our Condensed Consolidated Financial Statements as of March 31, 2011.

Clawback Obligations

For financial reporting purposes, the general partners have recorded a liability for potential clawback obligations to the limited partners of some of the carry funds due to changes in the unrealized value of a fund’s remaining investments and where the fund’s general partner has previously received Carried Interest distributions with respect to such fund’s realized investments.

 

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The actual clawback liability, however, does not become realized until the end of a fund’s life except for Blackstone’s real estate funds which may have an interim clawback liability come due after a realized loss is incurred, depending on the fund. The lives of the carry funds with a potential clawback obligation, including available contemplated extensions, are currently anticipated to expire at various points beginning toward the end of 2012 and extending through 2018. Further extensions of such terms may be implemented under given circumstances.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our predominant exposure to market risk is related to our role as general partner or investment advisor to the Blackstone Funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance fees and investment income.

Although the Blackstone Funds share many common themes, each of our alternative asset management operations runs its own investment and risk management processes, subject to our overall risk tolerance and philosophy:

 

   

The investment process of our carry funds involves a detailed analysis of potential investments, and asset management teams are assigned to oversee the operations, strategic development, financing and capital deployment decisions of each portfolio investment. Key investment decisions are subject to approval by the applicable investment committee, which is comprised of Blackstone senior managing directors and senior management.

 

   

In our capacity as advisor to certain of our hedge fund solutions and credit businesses funds, we continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios. In addition, we perform extensive credit and cash-flow analyses of borrowers, credit-based assets and underlying hedge fund managers, and have extensive asset management teams that monitor covenant compliance by, and relevant financial data of, borrowers and other obligors, asset pool performance statistics, tracking of cash payments relating to investments and ongoing analysis of the credit status of investments.

Effect on Fund Management Fees

Our management fees are based on (a) third parties’ capital commitments to a Blackstone Fund, (b) third parties’ capital invested in a Blackstone Fund or (c) the net asset value, or NAV, of a Blackstone Fund, as described in our Condensed Consolidated Financial Statements. Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct proportion to the effect of changes in the market value of our investments in the related funds. The proportion of our management fees that are based on NAV is dependent on the number and types of Blackstone Funds in existence and the current stage of each fund’s life cycle. For the three months ended March 31, 2011 and March 31, 2010, the approximate percentage of our fund management fees based on the NAV of the applicable funds or separately managed accounts, here as follows:

 

     As of March 31,  
     2011     2010  

Fund Management Fees Based on the NAV of the Applicable Funds or Separately Managed Accounts

     32     32

 

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Market Risk

The Blackstone Funds hold investments which are reported at fair value. Based on the fair value as of March 31, 2011 and March 31, 2010, we estimate that a 10% decline in fair value of the investments would have the following effects:

 

     March 31,  
     2011      2010  
     Management
Fees
     Performance
Fees, Net of
the Related
Compensation
Expense
     Investment
Income
     Management
Fees
     Performance
Fees, Net of
the Related
Compensation
Expense
     Investment
Income
 
     (Dollars in Thousands)  

10% Decline in Fair Value of the Investments

   $ 44,362      $ 503,568      $ 214,424      $ 38,457      $ 184,333      $ 160,306  

Total assets under management, excluding undrawn capital commitments and the amount of capital raised for our CLOs, by segment, and the percentage amount classified as Level III investments as defined within the fair value standards of GAAP, are as follows:

 

     Total Assets Under Management,
Excluding Undrawn Capital
Commitments and the Amount of
Capital Raised for CLOs
     Percentage Amount
Classified as Level III
Investments
 
     (Dollars in Thousands)         

Private Equity

   $ 25,060,566        79

Real Estate

     24,847,227        92

Hedge Fund Solutions

     37,314,012        83

Credit Businesses

     11,294,864         55

The fair value of our investments and securities can vary significantly based on a number of factors that take into consideration the diversity of the Blackstone Funds’ investment portfolio and on a number of factors and inputs such as similar transactions, financial metrics, and industry comparatives, among others. (See “Part I, Item 1A. Risk Factors” in our 2010 Annual Report on Form 10-K. Also see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Investments, at Fair Value.”) We believe these estimated fair value amounts should be utilized with caution as our intent and strategy is to hold investments and securities until prevailing market conditions are beneficial for investment sales.

Investors in all of our carry funds (and certain of our credit-oriented funds and funds of hedge funds) make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay all their related obligations when due, including management fees. We have not had investors fail to honor capital calls to any meaningful extent and any investor that did not fund a capital call would be subject to having a significant amount of its existing investment forfeited in that fund. But if investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, those funds could be materially and adversely affected.

 

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Exchange Rate Risk

The Blackstone Funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. Additionally, a portion of our management fees are denominated in non-U.S. dollar currencies. We estimate that as of March 31, 2011 and March 31, 2010, a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would have the following effects:

 

     March 31,  
     2011      2010  
     Management
Fees
     Performance
Fees, Net of
the Related
Compensation
Expense
     Investment
Income
     Management
Fees
     Performance
Fees, Net of
the Related
Compensation
Expense
     Investment
Income
 
     (Dollars in Thousands)  

10% Decline in the Rate of Exchange of All Foreign Currencies Against the U.S. Dollar

   $ 9,190      $ 94,647      $ 30,093      $ 8,804      $ 29,454      $ 27,274  

Interest Rate Risk

Blackstone has debt obligations payable that accrue interest at variable rates. Additionally, we have swapped a portion of our 6.625% senior notes into a variable rate instrument. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows. Based on our debt obligations payable as of March 31, 2011 and March 31, 2010, and our outstanding interest rate swaps, we estimate that interest expense relating to variable rates would increase on an annual basis, in the event interest rates were to increase by one percentage point, as follows:

 

     March 31,  
     2011      2010  
     Interest Expense
Relating to
Variable Rates
     Interest Expense
Relating to
Variable Rates
 
     (Dollars in Thousands)  

Increase Due to Interest Rates Increase by One Percentage Point

   $ 4,780      $ 4,932  

Blackstone’s Treasury cash management strategies consists of a diversified portfolio of highly liquid assets to meet the liquidity needs of various businesses (the “Treasury Liquidity Portfolio”). This portfolio includes cash, open-ended money market mutual funds, open-ended bond mutual funds, marketable investment securities, freestanding derivative contracts, repurchase and reverse repurchase agreements. We estimate that our investment income would decrease by $11.3 million, or 0.8% of the Treasury Liquidity Portfolio, if interest rates were to increase by one percentage point. This would be offset by an estimated increase in interest income of $3.2 million on an annual basis from interest on floating rate assets.

Credit Risk

Certain Blackstone Funds and the Investee Funds are subject to certain inherent risks through their investments.

The Treasury Liquidity Portfolio contains certain credit risks including, but not limited to, exposure to uninsured deposits with financial institutions, unsecured corporate bonds and mortgage-backed securities. These exposures are actively monitored on a continuous basis and positions are reallocated based on changes in risk profile, market or economic conditions.

 

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We estimate that our investment income would decrease by $9.2 million, or 0.6% of the Treasury Liquidity Portfolio, if credit spreads were to increase by one percentage point.

Certain of our entities hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

 

ITEM 4. CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Securities Exchange Act) occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

We may from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. See “Item 1A. Risk Factors” in our 2010 Annual Report on Form 10-K. We are not currently subject to any pending judicial, administrative or arbitration proceedings that we expect to have a material impact on our consolidated financial statements.

In December 2007, a purported class of shareholders in public companies acquired by one or more private equity firms filed a lawsuit against sixteen private equity firms and investment banks, including The Blackstone Group L.P., in the United States District Court in Massachusetts. The suit alleges that from mid-2003 defendants have violated antitrust laws by allegedly conspiring to rig bids, restrict the supply of private equity financing, fix the prices for target companies at artificially low levels, and divide up an alleged market for private equity services for leveraged buyouts. The complaint seeks injunctive relief on behalf of all persons who sold securities to any of the defendants in leveraged buyout transactions. The amended complaint also includes seven purported sub-classes of plaintiffs seeking damages and/or restitution and comprised of shareholders of seven companies.

In the spring of 2008, six substantially identical complaints were brought against Blackstone and some of its executive officers purporting to be class actions on behalf of purchasers of common units in Blackstone’s June 2007 initial public offering. These suits were subsequently consolidated into one complaint filed in United States District Court for the Southern District of New York in October 2008 against Blackstone, Stephen A. Schwarzman (Blackstone’s Chairman and Chief Executive Officer), Peter G. Peterson (Blackstone’s former Senior Chairman), Hamilton E. James (Blackstone’s President and Chief Operating Officer) and Michael A. Puglisi (Blackstone’s Chief Financial Officer at the time of the IPO). The amended complaint alleged that (1) the IPO prospectus was false and misleading for failing to disclose that (a) one private equity investment would be adversely affected by trends in mortgage default rates, particularly for sub-prime mortgage loans, (b) another private equity investment was adversely affected by the loss of an exclusive manufacturing agreement, and (c) prior to the IPO the U.S. real estate market had started to deteriorate, adversely affecting the value of Blackstone’s real estate investments; and (2) the financial statements in the IPO prospectus were materially inaccurate principally because they overstated the value of the investments referred to in clause (1).

In September 2009 the District Court judge dismissed the complaint with prejudice, ruling that even if the allegations in the complaint were assumed to be true, the alleged omissions were immaterial. Analyzing both quantitative and qualitative factors, the District Court reasoned that the alleged omissions were immaterial as a matter of law given the size of the investments at issue relative to Blackstone as a whole, and taking into account Blackstone’s structure as an asset manager and financial advisory firm.

In February 2011, a three-judge panel of the Second Circuit reversed the District Court’s decision, ruling that the District Court incorrectly found that plaintiffs’ allegations were, if true, immaterial as a matter of law. The Second Circuit disagreed with the District Court, concluding that the complaint “plausibly” alleged that the initial public offering documents omitted material information concerning two of Blackstone funds’ individual investments and inadequately disclosed information relating to market risks to their real estate investments. Because this was a motion to dismiss, in reaching this decision the Second Circuit accepted all of the complaint’s factual allegations as true and drew every reasonable inference in plaintiffs’ favor. The Second Circuit did not consider facts other than those in the plaintiffs’ complaint.

Blackstone believes that the foregoing suits are totally without merit and intends to defend them vigorously.

 

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ITEM 1A. RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010 and in our subsequently filed Quarterly Reports on Form 10-Q, all of which are accessible on the Securities and Exchange Commission’s website at www.sec.gov.

See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Environment” in this report for a discussion of the conditions in the financial markets and economic conditions affecting our businesses. This discussion updates, and should be read together with, the risk factor entitled “Difficult market conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments made by our investment funds, reducing the ability of our investment funds to raise or deploy capital and reducing the volume of the transactions involving our financial advisory business, each of which could materially reduce our revenue and cash flows and adversely affect our financial condition” in our Annual Report on Form 10-K for the year ended December 31, 2010.

The risks described in our Form 10-K and in our subsequently filed Quarterly Reports on Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In January 2008, the Board of Directors authorized the repurchase of up to $500 million of Blackstone common units and Blackstone Holdings Partnership Units. Under this unit repurchase program, units may be repurchased in open market transactions, in privately negotiated transactions or otherwise. The unit repurchase program may be suspended or discontinued at any time and does not have a final specified date. No purchases of our common units were made by us or on our behalf during the three months ended March 31, 2011. See “Part I. Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 13. Net Income (Loss) Per Common Unit” and “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Our Sources of Cash and Liquidity Needs” for further information regarding this unit repurchase program.

As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common units and Holdings units.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

 

ITEM 4. (REMOVED AND RESERVED)

 

ITEM 5. OTHER INFORMATION

None.

 

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ITEM 6. EXHIBITS

 

Exhibit
Number

 

Exhibit Description

  10.1*   Credit Agreement, dated as of March 23, 2010, among Blackstone Holdings Finance Co. L.L.C., as Borrower, Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., as Guarantors, Citibank N.A., as Administrative Agent and the Lenders party thereto.
  10.2   First Amendment, dated as of April 8, 2011, to the Credit Agreement, dated as of March 23, 2010, among Blackstone Holdings Finance Co. L.L.C., as Borrower, Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P., as Guarantors, Citibank, N.A., as Administrative Agent and the Lenders party thereto (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-33551) filed with the SEC on April 12, 2011.
  10.3*   The Blackstone Group L.P. Second Amended and Restated Bonus Deferral Plan Effective as of December 14, 2010.
  10.4*   Amended and Restated Limited Liability Company Agreement of GSO SJ Partners Associates LLC, dated December 7, 2010, by and among GSO Holdings I L.L.C. and certain members of GSO SJ Partners Associates LLC.
  10.5*   Amended and Restated Limited Liability Company Agreement of GSO Capital Opportunities Associates II LLC, dated as of March 31, 2011, by and among GSO Holdings I L.L.C. and certain members of GSO Capital Opportunities Associates II LLC.
  31.1*   Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
  31.2*   Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).
  32.1*   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
  32.2*   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS**   XBRL Instance Document.
101.SCH**   XBRL Taxonomy Extension Schema Document.
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**   XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document.

 

* Filed herewith
** XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 6, 2011

 

The Blackstone Group L.P.

By:

  Blackstone Group Management L.L.C.,
  its General Partner
 

/S/    LAURENCE A. TOSI

Name:   Laurence A. Tosi
Title:  

Chief Financial Officer

(Principal Financial Officer and Authorized Signatory)

 

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