Edgar Filing: Blackstone Group L.P.

Form 10-Q

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 SEPTEMBER 30, 2015

¨	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

LOGO

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 October 30, 2015 was 558,440,339. The number of the Registrant’s non-voting common units representing limited partner interests outstanding as of October 30, 2015 was 59,083,468.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS		5

	Unaudited Condensed Consolidated Financial Statements — September 30, 2015 and 2014:

	Condensed Consolidated Statements of Financial Condition as of September 30, 2015 and December 31, 2014		5

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014		7

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2015 and 2014		8

	Condensed Consolidated Statements of Changes in Partners’ Capital for the Nine Months Ended September 30, 2015 and 2014		9

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014		11

	Notes to Condensed Consolidated Financial Statements		13

ITEM 1A.	UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION		60

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		62

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		125

ITEM 4.	CONTROLS AND PROCEDURES		128

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS		130

ITEM 1A.	RISK FACTORS		130

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		131

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		131

ITEM 4.	MINE SAFETY DISCLOSURES		131

ITEM 5.	OTHER INFORMATION		131

ITEM 6.	EXHIBITS		132

SIGNATURES			133

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,” “indicator,” “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, 2014 and in this report, as such factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission (“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. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Website and Social Media Disclosure

We use our website (www.blackstone.com), Facebook page (www.facebook.com/blackstone), Twitter (www.twitter.com/blackstone), LinkedIn (www.linkedin.com/company/the-blackstone-group), Instagram (instagram.com/Blackstone) and YouTube (www.youtube.com/user/blackstonegroup) accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Blackstone when you enroll your e-mail address by visiting the “Contact Us/Email Alerts” section of our website at ir.blackstone.com and the “Alerts & Subscriptions” page under “News & Views” at www.blackstone.com. The contents of our website, any alerts and social media channels are not, however, a part of this report.

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-focused funds, collateralized loan obligation (“CLO”) and collateralized debt obligation (“CDO”) vehicles, real estate investment trusts and registered investment companies that are managed by Blackstone. “Our carry funds” refers to the private equity funds, real estate funds and certain of the credit-focused funds (with multi-year drawdown, commitment-based structures that only pay carry on the realization of an investment) that are managed by Blackstone. Blackstone’s Private Equity segment comprises its management of corporate private equity funds (including our sector and regional focused funds), which we refer to collectively as our Blackstone Capital Partners (“BCP”) funds, certain multi-asset class investment funds which we refer to collectively as our Blackstone Tactical Opportunities Accounts (“Tactical Opportunities”), and Strategic Partners Fund Solutions (“Strategic Partners”), a secondary private fund of funds business. We refer to our real estate opportunistic funds as our Blackstone Real Estate Partners (“BREP”) funds and our real estate debt investment funds as our Blackstone Real Estate Debt Strategies (“BREDS”) funds. We refer to our core+ real estate funds which invest with a more modest risk profile and lower leverage as Blackstone Property Partners (“BPP”) funds. We refer to our listed real estate investment trusts as “REITs”. “Our hedge funds” refers to our funds of hedge funds, certain of our real estate debt investment funds including a registered investment company and certain other credit-focused funds 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 and our side-by-side and co-investment entities managed by us, plus the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods,

(b)

the net asset value of our funds of hedge funds, hedge funds and certain registered investment companies,

(c)

the invested capital or fair value of assets we manage pursuant to separately managed accounts,

(d)

the amount of debt and equity outstanding for our CLOs and CDOs during the reinvestment period,

(e)

the aggregate par amount of collateral assets, including principal cash, for our CLOs and CDOs after the reinvestment period,

(f)

the gross amount of assets (including leverage) for certain of our credit-focused registered investment companies, and

(g)

the fair value of common stock, preferred stock, convertible debt, or similar instruments issued by our public REIT.

Our carry funds are commitment-based drawdown structured funds that do not permit investors to redeem their interests at their election. Our funds of hedge funds and hedge funds generally have structures that afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, 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 performance fees. Our Fee-Earning Assets Under Management equals the sum of:

(a)

for our Private Equity segment funds and Real Estate segment carry funds including certain real estate debt investment funds and certain of our Hedge Fund Solutions funds, the amount of capital commitments, remaining invested capital, fair value or par value of assets held, depending on the fee terms of the fund,

(b)

for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund,

(c)

the remaining invested capital of co-investments managed by us on which we receive fees,

(d)

the net asset value of our funds of hedge funds, hedge funds and certain registered investment companies,

(e)

the invested capital or fair value of assets we manage pursuant to separately managed accounts,

(f)

the net proceeds received from equity offerings and accumulated core earnings of our REITs, subject to certain adjustments,

(g)

the aggregate par amount of collateral assets, including principal cash, of our CLOs and CDOs, and

(h)

the gross amount of assets (including leverage) for certain of our credit-focused 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, the remaining amount of invested capital at cost depending on whether the investment period has or has not expired or the fee terms of the fund. 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.

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)


	September 30, 2015			December 31, 2014
Assets
Cash and Cash Equivalents	$	1,380,404		$	1,412,472
Cash Held by Blackstone Funds and Other		854,417			1,808,092
Investments (including assets pledged of $65,493 and $45,764 at September 30, 2015 and December 31, 2014, respectively)		15,298,755			22,765,589
Accounts Receivable		879,262			559,321
Reverse Repurchase Agreements		85,282			—
Due from Affiliates		1,210,658			1,128,408
Intangible Assets, Net		380,303			458,833
Goodwill		1,787,392			1,787,392
Other Assets		369,081			324,760
Deferred Tax Assets		1,373,149			1,252,230

Total Assets	$	23,618,703		$	31,497,097

Liabilities and Partners’ Capital
Loans Payable	$	6,158,702		$	8,923,841
Due to Affiliates		1,387,170			1,490,088
Accrued Compensation and Benefits		2,364,880			2,439,257
Securities Sold, Not Yet Purchased		173,707			85,878
Repurchase Agreements		42,102			29,907
Accounts Payable, Accrued Expenses and Other Liabilities		821,871			1,194,579

Total Liabilities		10,948,432			14,163,550

Commitments and Contingencies

Redeemable Non-Controlling Interests in Consolidated Entities		183,161			2,441,854

Partners’ Capital
The Blackstone Group L.P. Partners’ Capital
Partners’ Capital (common units: 621,979,987 issued and outstanding as of September 30, 2015; 595,624,855 issued and outstanding as of December 31, 2014)		6,566,990			6,999,830
Appropriated Partners’ Capital		—			81,301
Accumulated Other Comprehensive Loss		(49,890	)		(20,864	)

Total The Blackstone Group L.P. Partners’ Capital		6,517,100			7,060,267
Non-Controlling Interests in Consolidated Entities		2,369,183			3,415,356
Non-Controlling Interests in Blackstone Holdings		3,600,827			4,416,070

Total Partners’ Capital		12,487,110			14,891,693

Total Liabilities and Partners’ Capital	$	23,618,703		$	31,497,097

continued…

See notes to condensed consolidated financial statements.

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.


	September 30, 2015		December 31, 2014
Assets
Cash Held by Blackstone Funds and Other	$	481,251	$	1,325,094
Investments		4,711,500		7,759,322
Accounts Receivable		186,005		131,996
Due from Affiliates		37,169		65,124
Other Assets		9,646		48,441

Total Assets	$	5,425,571	$	9,329,977

Liabilities
Loans Payable	$	3,350,923	$	6,787,100
Due to Affiliates		78,226		182,107
Accounts Payable, Accrued Expenses and Other		428,401		697,149

Total Liabilities	$	3,857,550	$	7,666,356

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Operations (Unaudited)

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Revenues
Management and Advisory Fees, Net	$	703,596		$	640,949		$	1,894,496		$	1,833,632

Performance Fees
Realized
Carried Interest		435,189			638,676			2,580,266			1,613,958
Incentive Fees		33,455			35,445			110,775			118,743
Unrealized
Carried Interest		(1,055,920	)		222,105			(1,124,010	)		1,213,181
Incentive Fees		(50,832	)		(6,163	)		36,274			112,709

Total Performance Fees		(638,108	)		890,063			1,603,305			3,058,591

Investment Income (Loss)
Realized		99,952			91,142			445,705			459,878
Unrealized		(179,298	)		38,445			(262,024	)		62,754

Total Investment Income (Loss)		(79,346	)		129,587			183,681			522,632

Interest and Dividend Revenue		26,244			18,107			70,129			47,516
Other		(813	)		720			(2,478	)		1,583

Total Revenues		11,573			1,679,426			3,749,133			5,463,954

Expenses
Compensation and Benefits
Compensation		393,655			525,093			1,426,233			1,511,085
Performance Fee Compensation
Realized
Carried Interest		97,798			186,003			628,079			595,702
Incentive Fees		15,062			19,029			49,126			61,173
Unrealized
Carried Interest		(228,697	)		164,132			(204,876	)		319,158
Incentive Fees		(14,641	)		(9,002	)		16,450			39,221

Total Compensation and Benefits		263,177			885,255			1,915,012			2,526,339
General, Administrative and Other		158,664			128,015			436,496			400,061
Interest Expense		36,860			31,615			105,644			86,129
Fund Expenses		18,296			10,253			76,845			20,241

Total Expenses		476,997			1,055,138			2,533,997			3,032,770

Other Income (Loss)
Net Gains (Losses) from Fund Investment Activities		(16,867	)		8,682			158,703			217,422

Income (Loss) Before Provision for Taxes		(482,291	)		632,970			1,373,839			2,648,606
Provision for Taxes		1,573			79,108			144,168			216,487

Net Income (Loss)		(483,864	)		553,862			1,229,671			2,432,119
Net Income (Loss) Attributable to Redeemable
Non-Controlling Interests in Consolidated Entities		(12,520	)		(23,328	)		8,787			44,950
Net Income Attributable to Non-Controlling Interests in Consolidated Entities		30,671			55,491			179,183			239,513
Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings		(247,318	)		271,194			532,782			1,114,518

Net Income (Loss) Attributable to The Blackstone Group L.P.	$	(254,697	)	$	250,505		$	508,919		$	1,033,138

Distributions Declared Per Common Unit	$	0.74		$	0.55		$	2.41		$	1.48

Net Income (Loss) Per Common Unit
Common Units, Basic	$	(0.40	)	$	0.41		$	0.81		$	1.70

Common Units, Diluted	$	(0.40	)	$	0.41		$	0.80		$	1.69

Weighted-Average Common Units Outstanding
Common Units, Basic		638,832,799			611,684,213			632,046,646			606,671,289

Common Units, Diluted		638,832,799			614,978,870			635,439,828			610,221,301

Revenues Earned from Affiliates
Management and Advisory Fees, Net	$	48,200		$	107,615		$	125,143		$	262,990

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(Dollars in Thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net Income (Loss)	$	(483,864	)	$	553,862		$	1,229,671		$	2,432,119
Other Comprehensive Loss, Net of Tax — Currency Translation Adjustment		(13,413	)		(21,663	)		(46,325	)		(23,393	)

Comprehensive Income (Loss)		(497,277	)		532,199			1,183,346			2,408,726
Less
Comprehensive Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities		(12,520	)		(23,328	)		8,787			44,950
Comprehensive Income Attributable to Non-Controlling Interests in Consolidated Entities		31,026			48,984			161,884			228,993
Comprehensive Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings		(247,318	)		271,194			532,782			1,114,518

Comprehensive Income (Loss) Attributable to The Blackstone Group L.P.	$	(268,465	)	$	235,349		$	479,893		$	1,020,265

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Changes in Partners’ Capital (Unaudited)

(Dollars in Thousands, Except Unit Data)


			The Blackstone Group L.P.
	Common Units		Partners’ Capital			Appro- priated Partners’ Capital			Accumulated Other Compre- hensive Income (Loss)			Total			Non- Controlling Interests in Consolidated Entities			Non- Controlling Interests in Blackstone Holdings			Total Partners’ Capital			Redeemable Non- Controlling Interests in Consolidated Entities
Balance at December 31, 2014		595,624,855	$	6,999,830		$	81,301		$	(20,864	)	$	7,060,267		$	3,415,356		$	4,416,070		$	14,891,693		$	2,441,854
Deconsolidation of CLOs and Funds on Adoption of ASU 2015-02		—		—			(90,928	)		—			(90,928	)		(1,002,728	)		—			(1,093,656	)		(2,258,289	)
Adjustment to Appropriated Partners’ Capital on Adoption of ASU 2014-13		—		—			9,627			—			9,627			—			—			9,627			—
Net Income		—		508,919			—			—			508,919			179,183			532,782			1,220,884			8,787
Currency Translation Adjustment		—		—			—			(29,026	)		(29,026	)		(39,191	)		—			(68,217	)		—
Capital Contributions		—		—			—			—			—			294,661			—			294,661			2,354
Capital Distributions		—		(1,502,479	)		—			—			(1,502,479	)		(473,454	)		(1,415,625	)		(3,391,558	)		(11,545	)
Transfer of Non-Controlling Interests in Consolidated Entities		—		—			—			—			—			(4,644	)		—			(4,644	)		—
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders		—		22,049			—			—			22,049			—			—			22,049			—
Equity-Based Compensation		—		315,643			—			—			315,643			—			279,910			595,553			—
Net Delivery of Vested Blackstone Holdings Partnership Units and Blackstone Common Units		12,048,073		(55,860	)		—			—			(55,860	)		—			(1,903	)		(57,763	)		—
Excess Tax Benefits Related to Equity-Based Compensation, Net		—		68,481			—			—			68,481			—			—			68,481			—
Change in The Blackstone Group L.P.’s Ownership Interest		—		93,847			—			—			93,847			—			(93,847	)		—			—
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units		14,307,059		116,560			—			—			116,560			—			(116,560	)		—			—

Balance at September 30, 2015		621,979,987	$	6,566,990		$	—		$	(49,890	)	$	6,517,100		$	2,369,183		$	3,600,827		$	12,487,110		$	183,161

continued…

See notes to condensed consolidated financial statements

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Changes in Partners’ Capital (Unaudited)

(Dollars in Thousands, Except Unit Data)


			The Blackstone Group L.P.
	Common Units		Partners’ Capital			Appro- priated Partners’ Capital			Accumulated Other Compre- hensive Income (Loss)			Total			Non- Controlling Interests in Consolidated Entities			Non- Controlling Interests in Blackstone Holdings			Total Partners’ Capital			Redeemable Non- Controlling Interests in Consolidated Entities
Balance at December 31, 2013		572,592,279	$	6,002,592		$	300,708		$	3,466		$	6,306,766		$	2,464,047		$	3,656,416		$	12,427,229		$	1,950,442
Transition and Acquisition Adjustments Relating to Consolidation of CLO Entities		—		—			8,398			—			8,398			—			—			8,398			—
Consolidation of Fund Entity		—		—			—			—			—			323,158			—			323,158			30,922
Net Income		—		1,033,138			—			—			1,033,138			239,513			1,114,518			2,387,169			44,950
Allocation of Losses of Consolidated CLO Entities		—		—			(92,020	)		—			(92,020	)		92,020			—			—			—
Currency Translation Adjustment		—		—			—			(12,873	)		(12,873	)		(10,520	)		—			(23,393	)		—
Allocation of Currency Translation Adjustment of Consolidated CLO Entities		—		—			(10,520	)		—			(10,520	)		10,520			—			—			—
Reclassification of Currency Translation Adjustment Due to Deconsolidation of CLO Entities		—		611			—			—			611			—			—			611			—
Capital Contributions		—		—			—			—			—			400,602			—			400,602			769,548
Capital Distributions		—		(881,651	)		—			—			(881,651	)		(357,610	)		(898,716	)		(2,137,977	)		(352,383	)
Transfer of Non-Controlling Interests in Consolidated Entities		—		—			—			—			—			(3,465	)		—			(3,465	)		—
Purchase of Interests from Certain Non-Controlling Interest Holders		—		(6	)		—			—			(6	)		—			—			(6	)		—
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders		—		19,310			—			—			19,310			—			—			19,310			—
Equity-Based Compensation		—		333,656			—			—			333,656			—			307,474			641,130			—
Relinquished with Deconsolidation and Liquidation of Partnership		—		—			(82,488	)		—			(82,488	)		(82	)		—			(82,570	)		—
Net Delivery of Vested Blackstone Holdings Partnership Units and Blackstone Common Units		6,353,748		(33,076	)		—			—			(33,076	)		—			(783	)		(33,859	)		—
Excess Tax Benefits Related to Equity-Based Compensation, Net		—		21,371			—			—			21,371			—			—			21,371			—
Change in The Blackstone Group L.P.’s Ownership Interest		—		3,168			—			—			3,168			—			(3,168	)		—			—
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units		12,810,910		88,946			—			—			88,946			—			(88,946	)		—			—

Balance at September 30, 2014		591,756,937	$	6,588,059		$	124,078		$	(9,407	)	$	6,702,730		$	3,158,183		$	4,086,795		$	13,947,708		$	2,443,479

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)


	Nine Months Ended September 30,
	2015			2014
Operating Activities
Net Income	$	1,229,671		$	2,432,119
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Blackstone Funds Related
Unrealized (Appreciation) Depreciation on Investments Allocable to Non-Controlling Interests in Consolidated Entities		258,201			(434,899	)
Net Realized Gains on Investments		(3,280,963	)		(2,241,242	)
Changes in Unrealized Losses on Investments Allocable to The Blackstone Group L.P.		251,411			12,765
Non-Cash Performance Fees		940,745			(936,097	)
Non-Cash Performance Fee Compensation		483,795			1,015,254
Equity-Based Compensation Expense		561,454			584,353
Excess Tax Benefits Related to Equity-Based Compensation		(68,481	)		(19,320	)
Amortization of Intangibles		77,947			76,909
Other Non-Cash Amounts Included in Net Income		147,636			125,602
Cash Flows Due to Changes in Operating Assets and Liabilities
Cash Held by Blackstone Funds and Other		953,674			(108,284	)
Cash Relinquished in Deconsolidation and Liquidation of Partnership		(442,370	)		(470,523	)
Accounts Receivable		(246,076	)		100,161
Reverse Repurchase Agreements		(85,282	)		55,446
Due from Affiliates		(65,367	)		263,731
Other Assets		(87,839	)		(96,815	)
Accrued Compensation and Benefits		(514,677	)		(428,574	)
Securities Sold, Not Yet Purchased		90,875			(38,793	)
Accounts Payable, Accrued Expenses and Other Liabilities		(473,431	)		(72,861	)
Repurchase Agreements		12,186			(233,029	)
Due to Affiliates		(98,156	)		11,403
Treasury Cash Management Strategies
Investments Purchased		(3,106,152	)		(2,700,900	)
Cash Proceeds from Sale of Investments		2,671,905			2,211,242
Blackstone Funds Related
Investments Purchased		(3,263,923	)		(5,236,260	)
Cash Proceeds from Sale or Pay Down of Investments		5,436,696			8,196,265

Net Cash Provided by Operating Activities		1,383,479			2,067,653

Investing Activities
Purchase of Furniture, Equipment and Leasehold Improvements		(58,879	)		(21,386	)
Changes in Restricted Cash		5,843			5,845

Net Cash Used in Investing Activities		(53,036	)		(15,541	)

continued…

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Cash Flows (Unaudited)—Continued

(Dollars in Thousands)


	Nine Months Ended September 30,
	2015			2014
Financing Activities
Distributions to Non-Controlling Interest Holders in Consolidated Entities	$	(484,965	)	$	(656,034	)
Contributions from Non-Controlling Interest Holders in Consolidated Entities		291,609			1,116,670
Purchase of Interests from Certain Non-Controlling Interest Holders		—			(6	)
Payments Under Tax Receivable Agreement		(82,830	)		(86,733	)
Net Settlement of Vested Common Units and Repurchase of Common and Blackstone Holdings Partnership Units		(57,763	)		(33,858	)
Excess Tax Benefits Related to Equity-Based Compensation		68,481			19,320
Proceeds from Loans Payable		675,831			491,252
Repayment and Repurchase of Loans Payable		(3,657	)		(8,870	)
Distributions to Unitholders		(2,918,104	)		(1,780,367	)
Blackstone Funds Related
Proceeds from Loans Payable		1,325,299			567,635
Repayment of Loans Payable		(175,696	)		(1,569,528	)

Net Cash Used in Financing Activities		(1,361,795	)		(1,940,519	)

Effect of Exchange Rate Changes on Cash and Cash Equivalents		(716	)		(72	)

Net Increase (Decrease) in Cash and Cash Equivalents		(32,068	)		111,521
Cash and Cash Equivalents, Beginning of Period		1,412,472			831,998

Cash and Cash Equivalents, End of Period	$	1,380,404		$	943,519

Supplemental Disclosure of Cash Flows Information
Payments for Interest	$	112,340		$	98,931

Payments for Income Taxes	$	111,891		$	207,536

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Non-Cash Contributions from Non-Controlling Interest Holders	$	1,051		$	50,183

Non-Cash Distributions to Non-Controlling Interest Holders	$	(34	)	$	(53,959	)

Net Activities Related to Capital Transactions of Consolidated Blackstone Funds	$	(291	)	$	13,533

Net Assets Related to the Consolidation of CLO Vehicles	$	—		$	8,398

Net Assets Related to the Consolidation of Certain Fund Entities	$	—		$	354,080

Notes Issuance Costs	$	5,269		$	4,375

Transfer of Interests to Non-Controlling Interest Holders	$	(4,644	)	$	(3,465	)

Change in The Blackstone Group L.P.’s Ownership Interest	$	93,847		$	3,168

Net Settlement of Vested Common Units	$	135,133		$	64,295

Conversion of Blackstone Holdings Partnership Units to Common Units	$	116,560		$	88,946

Acquisition of Ownership Interests from Non-Controlling Interest Holders Deferred Tax Asset	$	(140,110	)	$	(88,479	)

Due to Affiliates	$	118,061		$	69,169

Partners’ Capital	$	22,049		$	19,310

See notes to condensed consolidated financial statements.

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, real estate investment trusts (“REITs”), funds of hedge funds, hedge funds, credit-focused funds, collateralized loan obligation (“CLO”) vehicles, collateralized debt obligation (“CDO”) vehicles, separately managed accounts and registered investment companies (collectively referred to as the “Blackstone Funds”). Blackstone has also historically provided various financial advisory services, including financial and strategic 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 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”). The Partnership, through its wholly owned subsidiaries, is the sole general partner in each of these Holding Partnerships.

Generally, holders of the limited partner interests in the four Holding Partnerships may, 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”) 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, 2014 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.

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)

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 has a controlling financial interest. The Partnership has a controlling interest in Blackstone Holdings because the limited partners do not have the right to dissolve the partnerships or have substantive kick out rights or participating rights. 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 VIE 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 VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Partnership holds a variable interest is a VIE and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (for example, management and performance related fees), would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment.

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 continually. In evaluating whether the Partnership is the primary beneficiary, Blackstone evaluates its economic interests in the entity held either directly or indirectly by the Partnership. 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 Blackstone are presented in a separate section 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 hierarchical 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 types of financial instruments in Level I include listed equities, listed derivatives and

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)

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, including corporate bonds and loans held within CLO vehicles, government and agency securities, less liquid and restricted equity securities, and certain over-the-counter derivatives where the fair value is based on observable inputs. Upon adoption of the new CLO measurement guidance adopted as of January 1, 2015, senior and subordinate notes issued by CLO vehicles are classified within Level II of the fair value hierarchy.

•

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-focused funds, distressed debt and non-investment grade residual interests in securitizations, certain corporate bonds and loans held within CLO vehicles, and certain over-the-counter derivatives where the fair value is based on unobservable inputs. For periods prior to the adoption of new CLO measurement guidance, senior and subordinate notes issued by CLO vehicles are classified within Level III of the fair value hierarchy.

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.

Level II Valuation Techniques

Financial instruments classified within Level II of the fair value hierarchy comprise debt instruments, including certain corporate loans and bonds held by Blackstone’s consolidated CLO vehicles, those held within Blackstone’s Treasury Cash Management Strategies and debt securities sold, not yet purchased and interests in investment funds. Certain equity securities and derivative instruments valued using observable inputs are also classified as Level II.

The valuation techniques used to value financial instruments classified within Level II of the fair value hierarchy are as follows:

•

Debt Instruments 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 and market transactions in comparable investments and various relationships between investments. The valuation of certain equity securities is based on an observable price for an identical security adjusted for the effect of a restriction.

•

Freestanding Derivatives and Derivative Instruments Designated as Fair Value Hedges are valued using contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads.

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)

•

Upon adoption of the new CLO measurement guidance adopted as of January 1, 2015, senior and subordinate notes issued by CLO vehicles are classified based on the more observable fair value of CLO assets less (a) the fair value of any beneficial interests held by Blackstone, and (b) the carrying value of any beneficial interests that represent compensation for services.

Level III Valuation Techniques

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 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, certain funds of hedge funds and credit-focused investments.

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 based on unaudited information at the time received. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (for example, 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. Where a discounted cash flow method is used, a terminal value is derived by reference to EBITDA or price/earnings exit multiples.

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 (for example, 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. Where a discounted cash flow method is used, a terminal value is derived by reference to an exit EBITDA multiple or cap rate. Additionally, where applicable, projected distributable cash flow through debt maturity will be considered in support of the investment’s fair value.

Credit-Focused Investments — The fair values of credit-focused 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 or a market approach.

Credit-Focused Liabilities — Credit-focused liabilities comprise senior and subordinate loans issued by Blackstone’s consolidated CLO vehicles. Such liabilities have historically been valued using a discounted cash flow method. On the adoption of new accounting guidance as of January 1, 2015 and the application of a permitted measurement alternative, such liabilities are valued based on the more observable fair value of related assets held by CLO vehicles less (a) the fair value of any beneficial interests held by Blackstone and (b) the carrying value of any beneficial interest that represent compensation for services.

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 Valuation Process

Investments classified within Level III of the fair value hierarchy are valued on a quarterly basis, taking into consideration any changes in Blackstone’s weighted-average cost of capital assumptions, discounted cash flow projections and exit multiple assumptions, as well as any changes in economic and other relevant conditions, and valuation models are updated accordingly. The valuation process also includes a review by an independent valuation party, at least annually for all investments, and quarterly for certain investments, to corroborate the values determined by management. The valuations of Blackstone’s investments are reviewed quarterly by a valuation committee that is chaired by Blackstone’s Vice Chairman and includes senior heads of each of Blackstone’s businesses, as well as representatives of legal and finance. Each quarter, the valuations of Blackstone’s investments are also reviewed by the Audit Committee in a meeting attended by the chairman of the valuation committee. The valuations are further tested by comparison to actual sales prices obtained on disposition of the investments.

Investments, at Fair Value

The Blackstone Funds are accounted for as investment companies under the American Institute of Certified Public Accountants Accounting and Auditing Guide, Investment Companies, and reflect their investments, including majority-owned and controlled investments (the “Portfolio Companies”), at fair value. 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 (Losses) 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 option for certain loans and receivables and certain investments in private debt securities that otherwise would not have been carried at fair value with gains and losses recorded in net income. Accounting for these financial instruments at fair value 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 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-focused 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 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 a result of the acquisitions of CLO management contracts or the acquisition of the share capital of CLO managers. Historically, the adjustment resulting from the difference between the fair value of assets and liabilities for each of these events was presented as a transition and acquisition adjustment to Appropriated Partners’ Capital. Assets of the consolidated

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)

CLOs are presented within Investments within the Condensed 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. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income subsequent to adoption and acquisition are presented within Net Gains (Losses) from Fund Investment Activities. Expenses of consolidated CLO vehicles are presented in Fund Expenses. Historically, amounts attributable to Non-Controlling Interests in Consolidated Entities had a corresponding adjustment to Appropriated Partners’ Capital. On the adoption of the new CLO measurement guidance, there is no attribution of amounts to Non-Controlling Interests and no corresponding adjustment to Appropriated Partners’ Capital.

The Partnership has elected the fair value option for certain proprietary investments that would otherwise have been accounted for using the equity method of accounting. The fair value of such investments is based on quoted prices in an active market or using the discounted cash flow method. Changes in fair value are recognized in Investment Income (Loss) 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” to the Condensed Consolidated Financial Statements.

The investments of consolidated Blackstone Funds in funds of hedge funds (“Investee Funds”) are valued at net asset value (“NAV”) per share of the Investee Fund. In limited circumstances, the Partnership may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Partnership will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with the requirements of GAAP.

Certain investments of Blackstone and of the consolidated Blackstone funds of hedge funds and credit-focused 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. Further disclosure on instruments for which fair value is measured using NAV per share is presented in Note 5. “Net Asset Value as Fair Value”.

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

Equity Method Investments

Investments in which 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 approximates fair value.

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)

Reverse Repurchase and Repurchase Agreements

Securities purchased under agreements to resell (“reverse repurchase agreements”) and securities sold under agreements to repurchase (“repurchase agreements”), comprised primarily of 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. The carrying value of repurchase and reverse repurchase agreements approximates fair value.

The Partnership manages credit exposure arising from reverse repurchase agreements and 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 counterparty 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 in the Condensed Consolidated Statements of Financial Condition. Additional disclosures relating to reverse repurchase and repurchase agreements are discussed in Note 10. “Reverse Repurchase and Repurchase Agreements”.

Blackstone does not offset assets and liabilities relating to reverse repurchase agreements and repurchase agreements in its Condensed Consolidated Statements of Financial Condition. Additional disclosures relating to offsetting are discussed in Note 11. “Offsetting of Assets and Liabilities”.

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 General, Administrative and Other in the Condensed Consolidated Statements of Operations. Changes in the fair value of derivatives designated as hedging instruments caused by factors other than changes in the risk being hedged, which

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)

are excluded from the assessment of hedge effectiveness, are recognized in current period earnings. Gains or losses on a derivative instrument that is designated as, and is effective as, an economic hedge of a net investment in a foreign operation are reported in the cumulative translation adjustment section of other comprehensive income to the extent it is effective as a hedge. The ineffective portion of a net investment hedge is recognized 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 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. For net investment hedges, the Partnership uses a method based on changes in spot rates to measure effectiveness. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued. The Partnership may also at any time remove a designation of a fair value hedge. The fair values of hedging derivative instruments are reflected within Other Assets in the Condensed Consolidated Statements of Financial Condition.

For freestanding derivative contracts, the Partnership presents changes in fair value in current period earnings. Changes in the fair value of derivative instruments held by consolidated Blackstone Funds are reflected in Net Gains (Losses) from Fund 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.

The Partnership has elected to not offset derivative assets and liabilities or financial assets in its Condensed Consolidated Statements of Financial Condition, including cash, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides the Partnership, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

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

Blackstone’s disclosures regarding offsetting are discussed in Note 11. “Offsetting of Assets and Liabilities”.

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 declared.

Recent Accounting Developments

In June 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance on revenue from contracts with customers. The guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to

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)

be entitled in exchange for those goods or services. An entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

The guidance introduces new qualitative and quantitative disclosure requirements about contracts with customers including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations. Information is required about significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and determining the transaction price and amounts allocated to performance obligations. Additional disclosures are required about assets recognized from the costs to obtain or fulfill a contract.

The amended guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. The guidance may have a material impact on Blackstone’s consolidated financial statements if it is determined that both performance fees and carried interest are forms of variable consideration that may not be included in the transaction price. This may significantly delay the recognition of carried interest income and performance fees.

In August 2015, the FASB issued new guidance deferring the effective date of the new revenue recognition standard by one year. The new guidance should be applied for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.

In June 2014, the FASB issued amended guidance on transfers and servicing. Under the amended guidance, repurchase transactions previously accounted for as sales should be accounted for as secured borrowings. There are additional disclosures relating to repurchase agreements, secured lending transactions and repurchase-to-maturity transactions that are accounted for as secured borrowings including a disaggregation of the gross obligations by the class of collateral pledged, the remaining contractual tenor of the agreements and a discussion of the potential risks associated with the agreements and the related collateral pledged.

The accounting guidance is effective for the first interim or annual period beginning after December 15, 2014. Adoption did not have a material impact on Blackstone’s financial statements. The amended disclosure guidance is effective for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The amended disclosure requirements are presented in Note 10. “Reverse Repurchase and Repurchase Agreements”. Adoption did not have a material impact on Blackstone’s financial statements.

In August 2014, the FASB issued amended guidance on the measurement of financial assets and financial liabilities of a consolidated collateralized financing entity. Under the amended guidance, a reporting entity that consolidates a collateralized financing entity may elect to measure the financial assets and the financial liabilities using the more observable of the fair value of the financial assets and the fair value of the financial liabilities. When this measurement alternative is elected, a reporting entity’s consolidated net income (loss) should reflect the reporting entity’s own economic interest in the collateralized financing entity, including (a) changes in the fair value of the beneficial interests retained by the reporting entity and (b) beneficial interests that represent compensation for services. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted as of the beginning of the annual period. The Partnership adopted the amended guidance for the quarter ended June 30, 2015 and applied a modified retrospective approach as

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)

of January 1, 2015. As a result, prior periods have not been impacted. The guidance impacted the measurement of the financial liabilities of Blackstone’s consolidated CLOs. Adoption did not have a material impact on Blackstone’s financial statements.

In February 2015, the FASB issued amended guidance on consolidation. The amended guidance modifies the analysis that companies must perform in order to determine whether a legal entity should be consolidated. The amended guidance simplifies current consolidation rules by (a) reducing the number of consolidation models, (b) eliminating the risk that a reporting entity may have to consolidate a legal entity solely based on a fee arrangement with another legal entity, (c) placing more weight on the risk of loss in order to identify the party that has a controlling financial interest, (d) reducing the number of instances that related party guidance needs to be applied when determining the party that has a controlling financial interest, and changing rules for companies in certain industries that ordinarily employ limited partnership or VIE structures. The amended guidance is effective for public entities for interim and annual periods beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The Partnership adopted the guidance for the quarter ended June 30, 2015 and applied a modified retrospective approach as of January 1, 2015. As a result, prior periods have not been impacted. As a result of adoption, certain Blackstone Funds were deconsolidated as of January 1, 2015 resulting in a reduction in consolidated assets and liabilities as of January 1, 2015 of $8.0 billion and $4.7 billion, respectively. The impact of adoption on Redeemable Non-Controlling Interests in Consolidated Entities, Appropriated Partners’ Capital, and Non-Controlling Interests in Consolidated Entities as of January 1, 2015 was a reduction of $2.3 billion, $90.9 million and $1.0 billion, respectively. Adoption of the amended guidance had no impact on Net Income Attributable to The Blackstone Group L.P.

In April 2015, the FASB issued amended guidance to simplify the presentation of debt issuance costs. The amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability rather than as an Other Asset, consistent with debt discounts. The amendments are effective for fiscal years beginning after December 15, 2015 and interim periods within those years. Early adoption is permitted for financial statements that have not previously been issued. The Partnership adopted the guidance as of June 30, 2015 and applied the guidance retrospectively. Adoption of the amended guidance did not have a material impact on Blackstone’s financial statements.

In August 2015, the FASB issued clarifying guidance on the presentation and subsequent measurement of debt issuance costs associated with the line of credit arrangements. An entity may defer and present debt issuance costs as assets and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance is effective immediately. The guidance did not have a material impact on Blackstone’s consolidated financial statements.

In May 2015, the FASB issued amended guidance on the disclosures for investments in certain entities that calculate NAV per share (or its equivalent). The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient.

The guidance is effective for fiscal years beginning after December 15, 2015 and for interim periods within those years. Early application is permitted. Blackstone adopted the guidance for the quarter ended June 30, 2015 and applied the guidance retrospectively. Adoption of the guidance did not have a material impact on Blackstone’s financial statements.

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)

3.	INTANGIBLE ASSETS

Intangible Assets, Net consists of the following:


	September 30, 2015			December 31, 2014
Finite-Lived Intangible Assets/Contractual Rights	$	1,464,017		$	1,464,017
Accumulated Amortization		(1,083,714	)		(1,005,184	)

Intangible Assets, Net	$	380,303		$	458,833

Amortization expense associated with Blackstone’s intangible assets was $29.5 million and $77.9 million for the three and nine month periods ended September 30, 2015, respectively, and $25.1 million and $76.9 million for the three and nine month periods ended September 30, 2014, respectively.

Amortization of Intangible Assets held at September 30, 2015 is expected to be $95.6 million, $85.6 million, $46.5 million, $46.5 million, and $46.4 million for each of the years ending December 31, 2015, 2016, 2017, 2018, and 2019, respectively. Blackstone’s intangible assets as of September 30, 2015 are expected to amortize over a weighted-average period of 6.5 years.

4.	INVESTMENTS

Investments consists of the following:


	September 30, 2015		December 31, 2014
Investments of Consolidated Blackstone Funds	$	4,743,145	$	11,375,407
Equity Method Investments		3,017,850		3,240,825
Blackstone’s Treasury Cash Management Strategies		2,158,590		1,666,061
Performance Fees		5,220,114		6,337,045
Other Investments		159,056		146,251

	$	15,298,755	$	22,765,589

Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $454.4 million and $704.9 million at September 30, 2015 and December 31, 2014, respectively.

Investments of Consolidated Blackstone Funds

The following table presents the Realized and Net Change in Unrealized Gains (Losses) on investments held by the consolidated Blackstone Funds and a reconciliation to Other Income (Loss) — Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Realized Gains	$	51,150		$	32,427		$	178,662		$	66,366
Net Change in Unrealized Losses		(102,340	)		(71,525	)		(100,597	)		(30,406	)

Realized and Net Change in Unrealized Gains (Losses) from Consolidated Blackstone Funds		(51,190	)		(39,098	)		78,065			35,960
Interest and Dividend Revenue Attributable to Consolidated Blackstone Funds		34,323			47,780			80,638			181,462

Other Income (Loss) — Net Gains (Losses) from Fund Investment Activities	$	(16,867	)	$	8,682		$	158,703		$	217,422

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)

Equity Method Investments

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

Blackstone evaluates each of its equity method investments to determine if any were significant as defined by guidance from the United States Securities and Exchange Commission. As of and for the nine months ended September 30, 2015 and 2014, no individual equity method investment held by Blackstone met the significance criteria. As such, Blackstone is not required to present summarized financial information for any of its equity method investments.

The Partnership recognized net gains (losses) related to its equity method investments of $(89.7) million and $97.1 million for the three months ended September 30, 2015 and 2014, respectively. The Partnership recognized net gains related to its equity method investments of $91.9 million and $330.1 million for the nine months ended September 30, 2015 and 2014, respectively.

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, other investment and non-investment grade securities and other investments. These strategies are primarily managed by third party institutions. 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 September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Realized Gains (Losses)	$	(3,003	)	$	2,142		$	(6,606	)	$	6,307
Net Change in Unrealized Gains (Losses)		(8,984	)		(14,541	)		(12,922	)		1,551

	$	(11,987	)	$	(12,399	)	$	(19,528	)	$	7,858

Performance Fees

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


	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
Performance Fees, December 31, 2014	$	2,215,584		$	3,721,751		$	15,031		$	384,679		$	6,337,045
Performance Fees Allocated as a Result of Changes in Fund Fair Values		595,918			882,083			29,019			9,574			1,516,594
Foreign Exchange Loss		—			(20,321	)		—			—			(20,321	)
Fund Distributions		(1,164,109	)		(1,334,908	)		(12,526	)		(101,661	)		(2,613,204	)

Performance Fees, September 30, 2015	$	1,647,393		$	3,248,605		$	31,524		$	292,592		$	5,220,114

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 proprietary investment securities held by Blackstone. The following table presents Blackstone’s realized and net change in unrealized gains (losses) in other investments:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Realized Gains (Losses)	$	1,282		$	(460	)	$	1,274		$	5,152
Net Change in Unrealized Gains (Losses)		(2,779	)		239			(3,233	)		(6,252	)

	$	(1,497	)	$	(221	)	$	(1,959	)	$	(1,100	)

5.	NET ASSET VALUE AS FAIR VALUE

A summary of fair value by strategy type alongside the remaining unfunded commitments and ability to redeem such investments as of September 30, 2015 is presented below:


Strategy	Fair Value		Unfunded Commitments		Redemption Frequency (if currently eligible)	Redemption Notice Period
Diversified Instruments	$	95,927	$	—	(a)	(a)
Credit Driven		271,999		—	(b)	(b)
Event Driven		60,296		—	(c)	(c)
Equity		244		—	(d)	(d)
Commodities		2,454		—	(e)	(e)

	$	430,920	$	—

(a)

Diversified Instruments include investments in funds that invest across multiple strategies. Investments representing 15% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date. The remaining 85% of investments in this category are redeemable as of the reporting date.

(b)

The Credit Driven category includes investments in hedge funds that invest primarily in domestic and international bonds. Investments representing 34% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date. Investments representing 62% of the fair value of the investments in this category are redeemable as of the reporting date. Investments representing 4% of the total fair value in the credit driven category are subject to redemption restrictions such as the investee fund manager’s ability to limit the amount of redemptions.

(c)	The Event Driven category includes investments in hedge funds whose primary investing strategy is to identify certain event-driven investments. Withdrawals are generally not permitted for the investments 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. Withdrawals are generally not permitted for the investments in this category. Distributions will be received as the underlying investments are liquidated.

(e)

The Commodities category includes investments in commodities-focused funds that primarily invest in futures and physical-based commodity driven strategies. Withdrawals are generally not permitted for the investments in this category. Distributions will be received as the underlying investments are liquidated.

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)

6.	DERIVATIVE FINANCIAL INSTRUMENTS

Blackstone and the consolidated Blackstone Funds enter into derivative contracts in the normal course of business to achieve certain risk management objectives and for general investment purposes. Blackstone may enter into derivative contracts in order to hedge its interest rate risk exposure against the effects of interest rate changes. Additionally, Blackstone may also enter into derivative contracts in order to hedge its foreign currency risk exposure against the effects of a portion of its non-U.S. dollar denominated currency net investments. 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.

Net Investment Hedges

To manage the potential exposure from adverse changes in currency exchange rates arising from Blackstone’s net investment in foreign operations, during December 2014, Blackstone entered into several foreign currency forward contracts to hedge a portion of the net investment in Blackstone’s non-U.S. dollar denominated foreign operations.

Blackstone uses foreign currency forward contracts to hedge portions of Blackstone’s net investments in foreign operations. The gains and losses due to change in fair value attributable to changes in spot exchange rates on foreign currency derivatives designated as net investment hedges were recognized in Other Comprehensive Income (Loss), Net of Tax — Currency Translation Adjustment. For the three months ended September 30, 2015 the resulting loss was $0.1 million. For the nine months ended September 30, 2015, the resulting gain was $5.2 million.

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 interest rate swaps, foreign exchange contracts, equity swaps, options, futures and other derivative contracts.

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. The notional amount represents the absolute value amount of all outstanding derivative contracts.


	September 30, 2015								December 31, 2014
	Assets				Liabilities				Assets				Liabilities
	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Net Investment Hedges
Foreign Currency Contracts	$	140	$	—	$	56,008	$	244	$	62,078	$	523	$	—	$	—

Freestanding Derivatives
Blackstone — Other Interest Rate Contracts		1,510,139		1,260		1,557,240		11,834		223,886		407		879,412		4,590
Foreign Currency Contracts		181,335		2,443		210,855		1,849		192,163		2,798		148,873		681
Credit Default Swaps		—		—		74,000		6,413		19,500		85		56,000		868
Investments of Consolidated Blackstone Funds
Foreign Currency Contracts		97,169		2,345		107,632		5,975		199,364		8,915		250,244		21,875
Interest Rate Contracts		—		—		—		—		22,659		2,281		—		—
Credit Default Swaps		—		—		87,088		4,454		—		—		91,372		2,514

		1,788,643		6,048		2,036,815		30,525		657,572		14,486		1,425,901		30,528

Total	$	1,788,783	$	6,048	$	2,092,823	$	30,769	$	719,650	$	15,009	$	1,425,901	$	30,528

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net Investment Hedges — Foreign Currency Contracts
Hedge Ineffectiveness	$	—		$	—		$	229		$	—

Freestanding Derivatives
Realized Gains (Losses)
Interest Rate Contracts	$	(2,076	)	$	2,482		$	(7,169	)	$	1,079
Foreign Currency Contracts		53			4,327			8,956			1,346
Credit Default Swaps		646			763			4,427			2,045

Total	$	(1,377	)	$	7,572		$	6,214		$	4,470

Freestanding Derivatives
Net Change in Unrealized Gains (Losses)
Interest Rate Contracts	$	(7,282	)	$	(111	)	$	(3,321	)	$	(4,384	)
Foreign Currency Contracts		1,796			(5,253	)		(6,449	)		(27,197	)
Credit Default Swaps		(3,319	)		(1,060	)		(8,710	)		3,738

Total	$	(8,805	)	$	(6,424	)	$	(18,480	)	$	(27,843	)

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)

As of September 30, 2015 and December 31, 2014, the Partnership had not designated any derivatives as cash flow hedges.

7.	FAIR VALUE OPTION

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


	September 30, 2015		December 31, 2014
Assets
Loans and Receivables	$	179,255	$	40,397
Equity and Preferred Securities		271,905		102,907
Debt Securities		15,260		—
Assets of Consolidated CLO Vehicles
Corporate Loans		3,194,584		6,279,592
Corporate Bonds		351,674		292,690
Other		—		44,513

	$	4,012,678	$	6,760,099

Liabilities
Liabilities of Consolidated CLO Vehicles
Senior Secured Notes	$	3,244,579	$	6,448,352
Subordinated Notes		111,029		348,752

	$	3,355,608	$	6,797,104

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 September 30,
	2015						2014
	Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)			Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)
Assets
Loans and Receivables	$	—		$	(1,235	)	$	—		$	—
Equity and Preferred Securities		(36	)		(3,749	)		(468	)		(5,870	)
Debt Securities		—			(342	)		—			—
Assets of Consolidated CLO Vehicles
Corporate Loans		2,578			(38,888	)		384			(41,569	)
Corporate Bonds		(988	)		(4,578	)		174			(4,069	)
Other		1,003			(305	)		7,620			(1,032	)

	$	2,557		$	(49,097	)	$	7,710		$	(52,540	)

Liabilities
Liabilities of Consolidated CLO Vehicles
Senior Secured Notes	$	—		$	—		$	(1,822	)	$	(38,651	)
Subordinated Notes		—			34,235			—			22,731

	$	—		$	34,235		$	(1,822	)	$	(15,920	)

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)


	Nine Months Ended September 30,
	2015						2014
	Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)			Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)
Assets
Loans and Receivables	$	—		$	(1,832	)	$	—		$	—
Equity and Preferred Securities		(273	)		(11,240	)		(1,791	)		44
Debt Securities		—			(342	)		—			—
Assets of Consolidated CLO Vehicles
Corporate Loans		(2,269	)		1,993			(64,251	)		7,388
Corporate Bonds		(867	)		(62	)		(2,012	)		(375	)
Other		4,276			(3,636	)		20,914			18,523

	$	867		$	(15,119	)	$	(47,140	)	$	25,580

Liabilities
Liabilities of Consolidated CLO Vehicles
Senior Secured Notes	$	—		$	—		$	(5,914	)	$	(134,289	)
Subordinated Notes		—			23,997			—			78,345

	$	—		$	23,997		$	(5,914	)	$	(55,944	)

The following table presents information for those financial instruments for which the fair value option was elected:


	September 30, 2015								December 31, 2014
				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	$	(7,303	)	$	—	$	—		$	(5,323	)	$	—	$	—
Debt Securities		(342	)		—		—			—			—		—
Assets of Consolidated CLO Vehicles
Corporate Loans		(36,356	)		318		(5,897	)		(197,580	)		4,369		(21,876	)
Corporate Bonds		(7,449	)		—		—			(7,814	)		—		—

	$	(51,450	)	$	318	$	(5,897	)	$	(210,717	)	$	4,369	$	(21,876	)

(a)	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 December 31, 2014, no Loans and Receivables for which the fair value option was elected were past due or in non-accrual status. As of September 30, 2015 and December 31, 2014, no Corporate Bonds included within the Assets of Consolidated CLO Vehicles for which the fair value option was elected were past due or in non-accrual status.

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)

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 and NAV:


	September 30, 2015
	Level I		Level II		Level III		NAV		Total
Assets
Investments of Consolidated Blackstone Funds (a)
Investment Funds	$	—	$	—	$	—	$	154,183	$	154,183
Equity Securities		65,038		53,506		92,311		—		210,855
Partnership and LLC Interests		—		118,342		507,939		—		626,281
Debt Instruments		—		171,179		32,044		—		203,223
Assets of Consolidated CLO Vehicles
Corporate Loans		—		2,992,996		201,588		—		3,194,584
Corporate Bonds		—		347,700		3,974		—		351,674
Freestanding Derivatives — Foreign Currency Contracts		—		2,345		—		—		2,345

Total Investments of Consolidated Blackstone Funds		65,038		3,686,068		837,856		154,183		4,743,145

Blackstone’s Treasury Cash Management Strategies
Investment Funds		235,427		—		—		—		235,427
Equity Securities		242,534		—		—		—		242,534
Debt Instruments		—		1,385,369		44,593		117,790		1,547,752
Other		—		—		—		132,877		132,877

Total Blackstone’s Treasury Cash Management Strategies		477,961		1,385,369		44,593		250,667		2,158,590
Money Market Funds		308,504		—		—		—		308,504
Freestanding Derivatives
Interest Rate Contracts		661		599		—		—		1,260
Foreign Currency Contracts		—		2,443		—		—		2,443
Loans and Receivables		—		—		179,255		—		179,255
Other Investments		29,282		—		103,704		26,070		159,056

	$	881,446	$	5,074,479	$	1,165,408	$	430,920	$	7,552,253


	September 30, 2015
	Level I		Level II		Level III		Total
Liabilities
Liabilities of Consolidated Funds and CLO Vehicles (a)
Senior Secured Notes (b)	$	—	$	3,244,579	$	—	$	3,244,579
Subordinated Notes (b)		—		111,029		—		111,029
Freestanding Derivatives — Foreign Currency Contracts		—		5,975		—		5,975
Freestanding Derivatives — Credit Default Swaps		—		4,454		—		4,454
Net Investment Hedges — Foreign Currency Contracts		—		244		—		244
Freestanding Derivatives
Interest Rate Contracts		3,827		8,007		—		11,834
Foreign Currency Contracts		—		1,849		—		1,849
Credit Default Swaps		—		6,413		—		6,413
Securities Sold, Not Yet Purchased		—		173,707		—		173,707

	$	3,827	$	3,556,257	$	—	$	3,560,084

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, 2014
	Level I		Level II		Level III		NAV		Total
Assets
Investments of Consolidated Blackstone Funds (a)
Investment Funds	$	—	$	—	$	—	$	1,103,210	$	1,103,210
Equity Securities		58,934		114,115		179,311		—		352,360
Partnership and LLC Interests		—		187,140		1,496,422		—		1,683,562
Debt Instruments		—		1,502,314		105,970		—		1,608,284
Assets of Consolidated CLO Vehicles
Corporate Loans		—		5,691,517		588,075		—		6,279,592
Corporate Bonds		—		292,690		—		—		292,690
Freestanding Derivatives — Foreign Currency Contracts		—		8,915		—		—		8,915
Freestanding Derivatives — Interest Rate Contracts		—		2,281		—		—		2,281
Other		13		19,455		25,045		—		44,513

Total Investments of Consolidated Blackstone Funds		58,947		7,818,427		2,394,823		1,103,210		11,375,407

Blackstone’s Treasury Cash Management Strategies
Investment Funds		307,111		—		—		—		307,111
Equity Securities		71,746		—		—		—		71,746
Debt Instruments		—		1,090,794		84,894		50,507		1,226,195
Other		—		—		—		61,009		61,009

Total Blackstone’s Treasury Cash Management Strategies		378,857		1,090,794		84,894		111,516		1,666,061
Money Market Funds		198,278		—		—		—		198,278
Net Investment Hedges — Foreign Currency Contracts		—		523		—		—		523
Freestanding Derivatives
Interest Rate Contracts		263		144		—		—		407
Foreign Currency Contracts		—		2,798		—		—		2,798
Credit Default Swaps		—		85		—		—		85
Loans and Receivables		—		—		40,397		—		40,397
Other Investments		31,731		436		104,491		9,593		146,251

	$	668,076	$	8,913,207	$	2,624,605	$	1,224,319	$	13,430,207


	December 31, 2014
	Level I		Level II		Level III		Total
Liabilities
Liabilities of Consolidated Funds and CLO Vehicles (a)
Senior Secured Notes	$	—	$	—	$	6,448,352	$	6,448,352
Subordinated Notes		—		—		348,752		348,752
Freestanding Derivatives — Foreign Currency Contracts		—		21,875		—		21,875
Freestanding Derivatives — Credit Default Swaps		—		2,514		—		2,514
Freestanding Derivatives
Interest Rate Contracts		1,357		3,233		—		4,590
Foreign Currency Contracts		—		681		—		681
Credit Default Swaps		—		868		—		868
Securities Sold, Not Yet Purchased		—		85,878		—		85,878

	$	1,357	$	115,049	$	6,797,104	$	6,913,510

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)

Pursuant to GAAP consolidation guidance, the Partnership is required to consolidate all VIEs in which it has been identified as the primary beneficiary, including certain 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.

(b)	Senior and subordinate notes issued by CLO vehicles are classified based on the more observable fair value of CLO assets less (a) the fair value of any beneficial interests held by Blackstone, and (b) the carrying value of any beneficial interests that represent compensation for services.

The following table summarizes the fair value transfers between Level I and Level II for positions that existed as of September 30, 2015 and 2014, respectively:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Transfers from Level I into Level II (a)	$	287	$	—	$	287	$	—
Transfers from Level II into Level I (b)	$	26,534	$	—	$	32,312	$	67,327

(a)	Transfers out of Level I represent those financial instruments for which restrictions exist and adjustments were made to an otherwise observable price to reflect fair value at the reporting date.

(b)	Transfers into Level I represent those financial instruments for which an unadjusted quoted price in an active market became available for the identical asset.

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 quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of September 30, 2015:

Fair
Value

Valuation
Techniques

Unobservable
Inputs

Ranges

Weighted-
Average (a)

Financial Assets

Investments of Consolidated Blackstone Funds

Equity Securities

70,957

Discounted Cash Flows

Discount Rate

7.8% - 25.0%

13.2%

Revenue CAGR

-5% - 60.6%

8.1%

Exit Multiple - EBITDA

5.0x - 18.2x

9.6x

Exit Multiple - P/E

10.5x - 17.0x

11.0x

15,683

Transaction Price

N/A

166

Market Comparable Companies

EBITDA Multiple

6.7x - 7.3x

6.8x

Third Party Pricing

N/A

5,447

Other

N/A

Partnership and LLC Interests

465,131

Discounted Cash Flows

Discount Rate

4.4% - 25.7%

9.4%

Revenue CAGR

-5.8% - 35.6%

8.0%

Exit Multiple - EBITDA

0.2x - 23.3x

10.5x

Exit Capitalization Rate

2.6% - 10.5%

6.3%

28,185

Transaction Price

N/A

12,410

Third Party Pricing

N/A

1,907

Other

N/A

306

Market Comparable

EBITDA Multiple

0.4x

N/A

Companies

Debt Instruments

9,994

Discounted Cash Flows

Discount Rate

6.5% - 37.1%

14.5%

Revenue CAGR

7.2% - 20.0%

16.3%

Exit Multiple - EBITDA

6.3x - 12.0x

10.4x

Exit Capitalization Rate

1.0% - 4.8%

2.2%

19,742

Third Party Pricing

N/A

2,043

Transaction Pricing

N/A

265

Market Comparable Companies

EBITDA Multiple

6.4x

N/A

Assets of Consolidated CLO Vehicles

120,373

Third Party Pricing

N/A

84,872

Market Comparable Companies

EBITDA Multiple

3.7x - 9.0x

6.1x

317

Other

N/A

Total Investments of Consolidated Blackstone Funds

837,856

continued ....

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)

Fair Value

Valuation
Techniques

Unobservable
Inputs

Ranges

Weighted-
Average (a)

Blackstone’s Treasury Cash Management Strategies

34,376

Discounted Cash Flows

Default Rate

1.1% - 2.0%

1.9%

Recovery Rate

30.0% - 70.0%

66.6%

Recovery Lag

12 months

N/A

Pre-payment Rate

20.0% - 30.0%

25.4%

Reinvestment Rate

LIBOR + 350 bps

LIBOR + 396 bps

LIBOR + 400 bps

Discount Rate

5.8% - 13.0%

7.5%

10,217

Third Party Pricing

N/A

Loans and Receivables

158,180

Discounted Cash Flows

Discount Rate

11.9% - 16.0%

12.3%

21,075

Third Party Pricing

N/A

Other Investments

85,404

Discounted Cash Flows

Discount Rate

1.4% - 12.5%

3.1%

Default Rate

2.0%

N/A

Recovery Rate

70.0%

N/A

Recovery Lag

12 months

N/A

Pre-payment Rate

20.0%

N/A

Reinvestment Rate

LIBOR + 400 bps

N/A

453

Market Comparable Companies

EBITDA Multiple

7.0x

N/A

17,847

Transaction Price

N/A

Total

1,165,408

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 quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of December 31, 2014:

Fair Value

Valuation
Techniques

Unobservable
Inputs

Ranges

Weighted-
Average (a)

Financial Assets

Investments of Consolidated Blackstone Funds

Equity Securities

106,727

Discounted Cash Flows

Discount Rate

8.4% - 24.7%

11.8%

Revenue CAGR

0.7% - 24.4%

7.1%

Exit Multiple - EBITDA

5.0x - 13.0x

10.1x

Exit Multiple - P/E

10.5x - 17.0x

11.2x

67,706

Transaction Price

N/A

163

Market Comparable Companies

EBITDA Multiple

6.7x - 7.6x

6.9x

Third Party Pricing

N/A

4,670

Other

N/A

Partnership and LLC Interests

485,748

Discounted Cash Flows

Discount Rate

4.4% - 21.5%

9.5%

Revenue CAGR

-4.4% - 41.7%

6.5%

Exit Multiple - EBITDA

1.0x - 19.1x

9.7x

Exit Capitalization Rate

2.0% - 19.1%

6.8%

996,199

Transaction Price

N/A

13,793

Third Party Pricing

N/A

682

Other

N/A

Debt Instruments

9,570

Discounted Cash Flows

Discount Rate

8.8% - 24.7%

16.1%

Revenue CAGR

4.7% - 6.8%

5.0%

Exit Multiple - EBITDA

5.9x - 11.3x

11.0x

Exit Capitalization Rate

1.0% - 12.4%

9.3%

Default Rate

N/A

Recovery Rate

30.0% - 70.0%

66.0%

Recovery Lag

12 months

N/A

Pre-payment Rate

20%

N/A

Reinvestment Rate

LIBOR + 400 bps

N/A

95,542

Third Party Pricing

N/A

686

Transaction Price

N/A

172

Market Comparable

EBITDA Multiple

6.6x - 7.9x

6.6x

Companies

Assets of Consolidated CLO Vehicles

318,636

Third Party Pricing

N/A

290,658

Market Comparable

EBITDA Multiple

3.8x - 15.0x

6.1x

Companies

3,826

Discounted Cash Flows

Discount Rate

8.0%

N/A

Total Investments of Consolidated Blackstone Funds

2,394,823

continued …

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)

Fair Value

Valuation
Techniques

Unobservable
Inputs

Ranges

Weighted-
Average (a)

Blackstone’s Treasury Cash Management Strategies

26,167

Discounted Cash Flows

Default Rate

1.0%

N/A

Recovery Rate

30.0% - 70.0%

66.0%

Recovery Lag

12 months

N/A

Pre-payment Rate

30.0%

N/A

Reinvestment Rate

LIBOR + 450 bps

N/A

Discount Rate

5.8% - 10.0%

7.2%

54,257

Third Party Pricing

N/A

4,470

Transaction Price

N/A

Loans and Receivables

26,247

Discounted Cash Flows

Discount Rate

10.5% - 12.2%

10.9%

14,150

Transaction Price

N/A

Other Investments

11,887

Transaction Price

N/A

92,604

Discounted Cash Flows

Discount Rate

1.3% - 12.5%

2.9%

Default Rate

2.0%

N/A

Recovery Rate

30.0% - 70.0%

66.0%

Recovery Lag

12 months

N/A

Pre-payment Rate

20.0%

N/A

Reinvestment Rate

LIBOR + 400 bps

N/A

Total

2,624,605

Financial Liabilities

Liabilities of Consolidated CLO Vehicles

6,797,104

Discounted Cash Flows

Default Rate

2.0%

N/A

Recovery Rate

30.0% - 70.0%

66.0%

Recovery Lag

12 months

N/A

Pre-payment Rate

20.0%

N/A

Discount Rate

0.3% - 19.3%

2.3%

Reinvestment Rate

LIBOR + 400 bps

N/A

N/A	Not applicable.

CAGR	Compound annual growth rate.

EBITDA

Earnings before interest, taxes, depreciation and amortization.

Exit Multiple

Ranges include the last twelve months EBITDA, forward EBITDA and price/earnings exit multiples.

(a)	Unobservable inputs were weighted based on the fair value of the investments included in the range.

The significant unobservable inputs used in the fair value measurement of the Blackstone’s Treasury Cash Management Strategies, debt instruments, other investments and liabilities of consolidated CLO vehicles are discount rates, default rates, recovery rates, recovery lag, pre-payment rates and reinvestment rates. Increases (decreases) in any of the discount rates, default rates, recovery lag and pre-payment rates in isolation would result in a lower (higher) fair value measurement. Increases (decreases) in any of the recovery rates and reinvestment rates in isolation would result in a higher (lower) fair value measurement. Generally, a change in the assumption used for default rates may be accompanied by a directionally similar change in the assumption used for recovery lag and a directionally opposite change in the assumption used for recovery rates and pre-payment rates.

The significant unobservable inputs used in the fair value measurement of equity securities, partnership and LLC interests, debt instruments, assets of consolidated CLO vehicles and loans and receivables are discount rates, exit capitalization rates, exit multiples, EBITDA multiples and revenue compound annual growth rates. Increases (decreases) in any of discount rates and exit capitalization rates in isolation can result in a lower (higher) fair value measurement. Increases (decreases) in any of exit multiples and revenue compound annual growth rates in isolation can result in a higher (lower) fair value measurement.

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)

Since December 31, 2014, there have been no changes in valuation techniques within Level II and Level III that have had a material impact on the valuation of financial instruments.

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 respective reporting period. Total realized and unrealized gains and losses recorded for Level III investments are reported in Investment Income (Loss) and Net Gains (Losses) from Fund Investment Activities in the Condensed Consolidated Statements of Operations.


	Level III Financial Assets at Fair Value Three Months Ended September 30,
	2015												2014
	Investments of Consolidated Funds			Loans and Receivables			Other Investments (c)			Total			Investments of Consolidated Funds			Loans and Receivables			Other Investments (c)			Total
Balance, Beginning of Period	$	937,149		$	36,440		$	151,734		$	1,125,323		$	2,260,856		$	42,725		$	167,516		$	2,471,097
Transfer Out Due to Deconsolidation		—			—			—			—			(64,634	)		—			—			(64,634	)
Transfer In to Level III (b)		43,920			—			5,194			49,114			161,332			—			20,452			181,784
Transfer Out of Level III (b)		(143,531	)		—			(9,171	)		(152,702	)		(212,108	)		—			(9,913	)		(222,021	)
Purchases		122,676			144,058			5,240			271,974			165,838			69,255			19,914			255,007
Sales		(139,229	)		—			(2,792	)		(142,021	)		(190,383	)		(42,261	)		(6,736	)		(239,380	)
Settlements		—			(1,405	)		(140	)		(1,545	)		—			(526	)		(123	)		(649	)
Changes in Gains (Losses) Included in Earnings and Other Comprehensive Income (Loss)		16,871			162			(1,768	)		15,265			11,581			601

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