Document And Entity Information(USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Feb. 17, 2012
Jun. 30, 2011
Document And Entity Information [Abstract]
Document Type
10-K
Amendment Flag
false
Document Period End Date
Dec. 31, 2011
Document Fiscal Year Focus
2011
Document Fiscal Period Focus
FY
Entity Registrant Name
Blackstone Group L.P.
Entity Central Index Key
0001393818
Current Fiscal Year End Date
--12-31
Entity Filer Category
Large Accelerated Filer
Entity Common Stock, Shares Outstanding
397,884,355
Entity Voluntary Filers
No
Entity Current Reporting Status
Yes
Entity Public Float
$7,830.2
Entity Well-known Seasoned Issuer
Yes
Consolidated Statements Of Financial Condition(USD $)
In Thousands, unless otherwise specified
Dec. 31, 2011
Dec. 31, 2010
Assets
Cash and Cash Equivalents
$754,744
$588,621
Cash Held by Blackstone Funds and Other
724,762
790,399
Investments (including assets pledged of $101,298 and $62,670 at December 31, 2011 and December 31, 2010, respectively)
15,128,299
11,974,472
Accounts Receivable
406,140
495,893
Reverse Repurchase Agreements
139,485
181,425
Due from Affiliates
860,514
795,395
Intangible Assets, Net
595,488
779,311
Goodwill
1,703,602
1,703,602
Other Assets
337,396
293,194
Deferred Tax Assets
1,258,699
1,242,293
Total Assets
21,909,129
18,844,605
Liabilities and Partners' Capital
Loans Payable
8,867,568
7,198,898
Due to Affiliates
1,811,468
1,762,287
Accrued Compensation and Benefits
903,260
821,568
Securities Sold, Not Yet Purchased
143,825
116,688
Repurchase Agreements
101,849
62,672
Accounts Payable, Accrued Expenses and Other Liabilities
828,873
629,135
Total Liabilities
12,656,843
10,591,248
Commitments and Contingencies
  
  
Redeemable Non-Controlling Interests in Consolidated Entities
585,606
600,836
Partners' Capital
Partners' Capital (common units: 489,430,907 issued and outstanding as of December 31, 2011; 416,092,022 issued and outstanding as of December 31, 2010)
4,281,841
3,888,211
Appropriated Partners' Capital
386,864
470,583
Accumulated Other Comprehensive Income
1,958
4,302
Non-Controlling Interests in Consolidated Entities
1,535,497
870,908
Non-Controlling Interests in Blackstone Holdings
2,460,520
2,418,517
Total Partners' Capital
8,666,680
7,652,521
Total Liabilities and Partners' Capital
$21,909,129
$18,844,605
Consolidated Statements Of Financial Condition (Parenthetical)(USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 31, 2011
Dec. 31, 2010
Assets
Cash Held by Blackstone Funds and Other
$724,762
$790,399
Investments
15,128,299
11,974,472
Accounts Receivable
406,140
495,893
Due from Affiliates
860,514
795,395
Other Assets
337,396
293,194
Total Assets
21,909,129
18,844,605
Liabilities
Loans Payable
8,867,568
7,198,898
Due to Affiliates
1,811,468
1,762,287
Accounts Payable, Accrued Expenses and Other
828,873
629,135
Total Liabilities
12,656,843
10,591,248
Partners' Capital, common units: issued
489,430,907
416,092,022
Partners' Capital, common units: outstanding
489,430,907
416,092,022
Investment assets pledged
101,298
62,670
Blackstone Funds And Other [Member]
Assets
Cash Held by Blackstone Funds and Other
598,441
707,622
Investments
8,961,960
7,424,329
Accounts Receivable
33,405
22,380
Due from Affiliates
36,502
30,182
Other Assets
12,031
19,823
Total Assets
9,642,339
8,204,336
Liabilities
Loans Payable
7,801,136
6,154,179
Due to Affiliates
311,909
304,969
Accounts Payable, Accrued Expenses and Other
244,488
330,675
Total Liabilities
$8,357,533
$6,789,823
Consolidated Statements Of Operations(USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Revenues
Management and Advisory Fees
$1,811,750
$1,584,748
$1,482,226
Performance Fees
Realized
229,006
366,721
70,492
Unrealized
953,654
571,113
150,598
Total Performance Fees
1,182,660
937,834
221,090
Investment Income (Loss)
Realized
87,542
29,157
44,320
Unrealized
125,781
532,004
(3,716)
Total Investment Income (Loss)
213,323
561,161
40,604
Interest and Dividend Revenue
37,427
36,218
22,680
Other
661,995
104,369
7,416
(619)
7,099
Total Revenues
915,105
1,084,015
3,252,576
3,119,342
1,773,699
Expenses
Compensation
2,421,712
3,253,226
3,778,686
Performance Fee Compensation
Performance Fee Compensation Realized
99,527
128,316
25,102
Performance Fee Compensation Unrealized
217,186
228,647
(26,182)
Total Compensation and Benefits
2,738,425
3,610,189
3,777,606
General, Administrative and Other
566,313
466,358
443,573
Interest Expense
57,824
41,229
13,384
Fund Expenses
25,507
26,214
7,296
Total Expenses
871,440
989,741
3,388,069
4,143,990
4,241,859
Other Income
Reversal of Tax Receivable Agreement Liability
197,816
Net Gains from Fund Investment Activities
14,935
501,994
176,694
Total Other Income
212,751
501,994
176,694
Income (Loss) Before Provision (Benefit) for Taxes
705,660
198,643
77,258
(522,654)
(2,291,466)
Provision for Taxes
345,711
84,669
99,230
Net Loss
455,361
138,776
(268,453)
(607,323)
(2,390,696)
Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities
(32,526)
84,837
131,097
Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities
15,610
346,312
(14,328)
Net Loss Attributable to Non-Controlling Interests in Blackstone Holdings
(83,234)
(668,444)
(1,792,174)
Net Loss Attributable to The Blackstone Group L.P.
22,677
10,973
(168,303)
(370,028)
(715,291)
Net Loss Per Common Unit
Common Units, Basic and Diluted
$(0.05)
$(0.35)
$(1.02)
Common Units Entitled to Priority Distributions, Basic and Diluted
$(2.46)
Common Units Not Entitled to Priority Distributions, Basic and Diluted
$(3.71)
Weighted-Average Common Units Outstanding
Common Units, Basic and Diluted
475,582,718
364,021,369
475,582,718
364,021,369
Common Units Entitled to Priority Distributions, Basic and Diluted
285,163,954
Common Units Not Entitled to Priority Distributions, Basic and Diluted
3,826,233
Revenues Earned from Affiliates
Management and Advisory Fees
$317,675
$189,006
$134,284
Consolidated Statement Of Changes In Partners' Capital(USD $)
In Thousands, except Share data
Common Units [Member]
Partners' Capital [Member]
USD ($)
Appropriated Partners' Capital [Member]
USD ($)
Accumulated Other Comprehensive Income [Member]
USD ($)
Non Controlling Interests In Consolidated Entities [Member]
USD ($)
Non-Controlling Interest In Blackstone Holdings [Member]
USD ($)
Total Partners' Capital [Member]
USD ($)
Redeemable Non-Controlling Interests In Consolidated Entities [Member]
USD ($)
Comprehensive Income (Loss) [Member]
USD ($)
Total
USD ($)
Balance at Dec. 31, 2008
$3,509,448
$(291)
$425,067
$1,821,759
$5,755,983
$362,462
Balance, Units at Dec. 31, 2008
272,998,484
Net Income (Loss)
(715,291)
(14,328)
(1,792,174)
(2,521,793)
131,097
(2,390,696)
(2,390,696)
Currency Translation Adjustment
2,711
2,711
2,711
Total Other Comprehensive Income (Loss)
(2,387,985)
Less: Comprehensive Income (Loss) Attributable to Non-Controlling Interests
(1,675,405)
Total Comprehensive Income (Loss) Attributable to The Blackstone Group L.P.
(712,580)
Capital Contributions
61,862
549
62,411
138,255
907
Capital Distributions
(260,629)
(34,806)
(1)
(295,436)
(63,349)
Transfer of Non-Controlling Interests in Consolidated Entities
1,991
(1,991)
Transfer Due to Reorganization
100,497
100,497
100,497
Purchase of Interests from Certain Non-Controlling Interest Holders
(10,020)
(13)
(10,033)
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non- Controlling Interest Holders
21,447
21,447
Equity-Based Compensation
777,986
2,180,134
2,958,120
Net Delivery of Vested Common Units, Value
(28,974)
(28,974)
Net Delivery of Vested Common Units, Units
3,117,774
Repurchase of Common Units and Blackstone Holdings Partnership Units, Value
(27,008)
(703)
(27,711)
Repurchase of Common Units and Blackstone Holdings Partnership Units
(4,375,094)
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units, Value
109,748
(109,748)
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units
48,198,608
Loss Attributable to Consolidated Blackstone Funds in Liquidation
(42,154)
Balance at Dec. 31, 2009
3,376,707
2,420
540,283
2,097,812
6,017,222
526,311
Balance, Units at Dec. 31, 2009
319,939,772
Transition and Acquisition Adjustments Relating to Consolidation of CLO Entities
406,858
58
406,916
Net Income (Loss)
(370,028)
79,220
267,092
(668,444)
(692,160)
84,837
(607,323)
(607,323)
Currency Translation Adjustment
(15,495)
1,882
(13,613)
(13,613)
Total Other Comprehensive Income (Loss)
(620,936)
Less: Comprehensive Income (Loss) Attributable to Non-Controlling Interests
(252,790)
Total Comprehensive Income (Loss) Attributable to The Blackstone Group L.P.
(368,146)
Reclassification of Capital Due to Non-Controlling Interest Holders
(73,862)
(73,862)
Capital Contributions
196,481
196,481
98,908
54,289
Capital Distributions
(210,395)
(37,147)
(388,994)
(636,536)
(104,823)
Transfer of Non-Controlling Interests in Consolidated Entities
(21,997)
21,997
Purchase of Interests from Certain Non-Controlling Interest Holders
(573)
(573)
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non- Controlling Interest Holders
67,893
67,893
Equity-Based Compensation
769,818
1,588,926
2,358,744
Relinquished in Deconsolidation of Partnership
(4,397)
Net Delivery of Vested Common Units, Value
(23,943)
(23,943)
Net Delivery of Vested Common Units, Units
6,929,888
Repurchase of Common Units and Blackstone Holdings Partnership Units, Value
(1,198)
(13)
(1,211)
Repurchase of Common Units and Blackstone Holdings Partnership Units
(84,888)
Change in The Blackstone Group L.P.'s Ownership Interest
(19,346)
19,346
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units, Value
252,113
(252,113)
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units
85,608,055
Issuance of Common Units to Patria, Units
3,699,195
Issuance of Common Units to Patria, Value
47,163
47,163
Balance at Dec. 31, 2010
3,888,211
470,583
4,302
870,908
2,418,517
7,652,521
600,836
Balance, Units at Dec. 31, 2010
416,092,022
Transition and Acquisition Adjustments Relating to Consolidation of CLO Entities
97,660
113
97,773
Net Income (Loss)
(168,303)
(190,780)
206,390
83,234
(235,927)
(32,526)
(268,453)
(268,453)
Currency Translation Adjustment
9,400
(2,344)
7,056
7,056
Total Other Comprehensive Income (Loss)
(261,397)
Less: Comprehensive Income (Loss) Attributable to Non-Controlling Interests
90,750
Total Comprehensive Income (Loss) Attributable to The Blackstone Group L.P.
(170,647)
Capital Contributions
777,363
777,363
411,355
8,705
Capital Distributions
(294,169)
(321,891)
(408,663)
(1,024,723)
(286,396)
Transfer of Non-Controlling Interests in Consolidated Entities
2,614
(2,614)
Purchase of Interests from Certain Non-Controlling Interest Holders
(466)
(1,652)
(2,118)
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non- Controlling Interest Holders
58,391
58,391
Equity-Based Compensation
565,438
761,464
1,326,902
Relinquished in Deconsolidation of Partnership
1
1
(107,663)
Net Delivery of Vested Common Units, Value
(34,590)
(34,590)
Net Delivery of Vested Common Units, Units
8,105,566
Repurchase of Common Units and Blackstone Holdings Partnership Units, Value
(469)
(469)
Change in The Blackstone Group L.P.'s Ownership Interest
(5,893)
5,893
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units, Value
228,722
(228,722)
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units
62,055,376
Issuance Of New Units, Common Units
3,177,943
Issuance Of New Units, Value
44,500
44,500
Balance at Dec. 31, 2011
$4,281,841
$386,864
$1,958
$1,535,497
$2,460,520
$8,666,680
$585,606
Balance, Units at Dec. 31, 2011
489,430,907
Consolidated Statements Of Cash Flows(USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Operating Activities
Net Income (Loss)
$(268,453)
$(607,323)
$(2,390,696)
Blackstone Funds Related:
Unrealized Depreciation (Appreciation) on Investments Allocable to Non-Controlling Interests in Consolidated Entities
59,973
(720,716)
(267,433)
Net Realized (Gains) Losses on Investments
(540,353)
(337,932)
135,243
Changes in Unrealized (Gains) Losses on Investments Allocable to The Blackstone Group L.P.
(116,183)
(460,450)
15,978
Unrealized Depreciation (Appreciation) on Hedge Activities
(1,283)
(1,952)
2,036
Non-Cash Performance Fees
(714,830)
(379,156)
(269,152)
Non-Cash Performance Fee Compensation
316,713
356,962
(1,079)
Equity-Based Compensation Expense
1,396,062
2,440,148
3,048,108
Amortization of Intangibles
207,591
162,051
158,048
Other Non-Cash Amounts Included in Net Income (Loss)
164,359
20,591
25,243
Cash Flows Due to Changes in Operating Assets and Liabilities:
Cash Held by Blackstone Funds and Other
545,637
(447,084)
821,240
Cash Relinquished with Continuing Liquidation of Partnership
(110,607)
(4,398)
Accounts Receivable
116,714
(108,162)
35,050
Reverse Repurchase Agreements
41,940
(181,425)
Due from Affiliates
(31,403)
(68,761)
467,449
Other Assets
(19,233)
(20,802)
82,386
Accrued Compensation and Benefits
(273,281)
(101,377)
(94,931)
Securities Sold, Not Yet Purchased
22,407
114,683
(699)
Accounts Payable, Accrued Expenses and Other Liabilities
(203,419)
12,535
(987,241)
Repurchase Agreements
39,177
62,672
Due to Affiliates
(3,439)
3,286
(261,685)
Treasury Cash Management Strategies:
Investments Purchased
(3,198,632)
(2,246,082)
(1,196,636)
Cash Proceeds from Sale of Investments
3,486,836
1,930,489
643,348
Blackstone Funds Related:
Investments Purchased
(6,113,038)
(4,411,114)
(418,608)
Cash Proceeds from Sale or Pay Down of Investments
6,296,358
4,621,432
865,540
Net Cash Provided by (Used in) Operating Activities
1,099,613
(371,885)
411,509
Investing Activities
Purchase of Furniture, Equipment and Leasehold Improvements
(36,484)
(54,160)
(23,627)
Net Cash Paid for Acquisition of Management Contracts
(23,744)
(21,886)
Changes in Restricted Cash
330
(143)
4,801
Net Cash Used in Investing Activities
(59,898)
(76,189)
(18,826)
Financing Activities
Distributions to Non-Controlling Interest Holders in Consolidated Entities
(608,287)
(113,872)
(92,531)
Contributions from Non-Controlling Interest Holders in Consolidated Entities
1,183,952
262,006
205,558
Purchase of Interests from Certain Non-Controlling Interest Holders
(466)
(573)
(10,033)
Net Delivery of Vested Common Units and Repurchase of Common and Partnership Unit
(36,711)
(25,154)
(56,685)
Proceeds from Loans Payable
13,301
415,828
593,989
Repayment of Loans Payable
(27,424)
(43,266)
(323,993)
Distributions to Unitholders
(702,832)
(599,390)
(260,629)
Blackstone Funds Related:
Proceeds from Loans Payable
342,133
392,071
Repayment of Loans Payable
(1,037,181)
(203,026)
Net Cash Provided by (Used in) Financing Activities
(873,515)
84,624
55,676
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(77)
(25)
Net Increase (Decrease) in Cash and Cash Equivalents
166,123
(363,475)
448,359
Cash and Cash Equivalents, Beginning of Period
588,621
952,096
503,737
Cash and Cash Equivalents, End of Period
754,744
588,621
952,096
Supplemental Disclosure of Cash Flows Information
Payments for Interest
81,407
3,554
5,097
Payments for Income Taxes
43,945
57,672
52,035
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Net Activities Related to Capital Transactions of Consolidated Blackstone Funds
(2,775)
16,670
6,261
Net Assets Related to the Consolidation of CLO Vehicles
97,773
406,916
Reclassification of Capital Due to Non-Controlling Interest Holders
(73,862)
Transfer Due to Reorganization
100,497
In-kind Redemption of Capital
(52,467)
(28,098)
(907)
In-kind Contribution of Capital
8,705
54,289
907
Notes Issuance Costs
2,000
4,761
Transfer of Interests to Non-Controlling Interest Holders
2,614
(21,996)
1,991
Change in The Blackstone Group L.P.'s Ownership Interest
(5,893)
(19,346)
Net Settlement of Vested Common Units
186,644
198,739
199,447
Conversion of Blackstone Holdings Units to Common Units
228,722
252,113
109,748
Exchange of Founders' and Non-Controlling Interest Holders' Interests in Blackstone Holdings:
Deferred Tax Asset
(300,471)
(351,183)
(142,982)
Due to Affiliates
242,080
283,290
121,535
Partners' Capital
58,391
67,893
21,447
Issuance of New Units
$44,500
$47,163
Organization
Organization

1.    ORGANIZATION

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

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

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

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

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

Significant Transactions

On May 16, 2011, the Partnership, through GSO Capital Partners LP ("GSO"), completed the acquisition of management agreements relating to four collateralized loan obligation vehicles previously managed by Allied Irish Banks.

On November 4, 2011, the agreement of limited partnership of Blackstone was amended to provide that the common units purchased by China Investment Corporation and its affiliates subsequent to Blackstone's IPO will no longer be non-voting.

 

Summary Of Significant Accounting Policies
Summary Of Significant Accounting Policies

 

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

Basis of Presentation

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

Subsequent to the Reorganization, the 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 Consolidated Statements of Cash Flows.

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

 

 

 

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

 

 

 

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

 

 

 

As of June 30, 2011, Blackstone elected to separately present Repurchase Agreements in the Consolidated Statements of Financial Condition. Previously, these amounts were included in Accounts Payable, Accrued Expenses and Other Liabilities. The reclassification had no impact on Total Liabilities.

 

 

 

As of June 30, 2011, Blackstone elected to separately present changes in operating assets and liabilities relating to repurchase agreements in the Consolidated Statements of Cash Flows. Previously, amounts relating to changes in repurchase agreements had been presented in Cash Flows Due to Changes in Operating Assets and Liabilities—Accounts Payable, Accrued Expenses and Other Liabilities. The reclassification had no impact on Net Cash Provided by Operating Activities.

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that estimates utilized in the preparation of the consolidated financial statements are prudent and reasonable and that it has made all necessary adjustments (consisting of only normal recurring items) so that the consolidated financial statements are presented fairly. Actual results could differ from those estimates and such differences could be material.

 

 
 

Consolidation

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

In addition, the Partnership consolidates all variable interest entities ("VIE") in which it is the primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a 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 (a) determine 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 (e.g., management and performance related fees), would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment. VIEs qualify for the deferral of the consolidation guidance if all of the following conditions have been met:

 

 

(a)

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

 

 

(b)

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

 

 

(c)

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

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

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

Blackstone's other disclosures regarding VIEs are discussed in Note 9. "Variable Interest Entities".

 

 

Business Combinations

For business combinations transacted prior to January 1, 2009, the Partnership has accounted for acquisitions using the purchase method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date.

For business combinations transacted after January 1, 2009, the Partnership accounted for such combinations by recognizing the full fair value of assets, liabilities, contingencies and contingent consideration obtained in the transaction at the acquisition date. Transaction costs have been expensed as incurred.

Revenue Recognition

Revenues primarily consist of management and advisory fees, performance fees, investment income, interest and dividend revenue and other.

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

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

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

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

 

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

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

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

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

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

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

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

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

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

 

Fair Value of Financial Instruments

GAAP establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

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

 

 

 

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

 

 

 

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

 

 

 

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

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

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

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

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

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

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

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

Certain of the consolidated Blackstone funds of hedge funds and credit-oriented funds measure their investments in underlying funds at fair value using NAV per share without adjustment. The terms of the investee's investment generally provide for minimum holding periods or lock-ups, the institution of gates on redemptions or the suspension of redemptions or an ability to side-pocket investments, at the discretion of the investee's fund manager, and as a result, investments may not be redeemable at, or within three months of, the reporting date. A side-pocket is used by hedge funds and funds of hedge funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restriction. Redemptions are generally not permitted until the investments within a side pocket are liquidated or it is deemed that the conditions existing at the time that required the investment to be included in the side pocket no longer exist. As the timing of either of these events is uncertain, the timing at which the Partnership may redeem an investment held in a side-pocket cannot be estimated. Investments for which fair value is measured using NAV per share are reflected within the fair value hierarchy based on the observability of pricing inputs as described above. 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".

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

 

Investments, at Fair Value

The Blackstone Funds are accounted for as investment companies under the Investment Company Guide, and reflect their investments, including majority-owned and controlled investments (the "Portfolio Companies"), at fair value. Blackstone has retained the specialized accounting for the consolidated Blackstone Funds. Thus, such consolidated funds' investments are reflected in Investments on the Consolidated Statements of Financial Condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of Net Gains from Fund Investment Activities in the 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 Consolidated Statements of Operations within Investment Income (Loss).

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

In addition, the Partnership has elected the fair value option for the assets and liabilities of certain CLO vehicles that are consolidated as of January 1, 2010, as a result of the initial adoption of variable interest entity consolidation guidance. The Partnership has also elected the fair value option for CLO vehicles consolidated as a result of the acquisitions of CLO management contracts as described in Note 3. "Acquisitions, Goodwill and Intangible Assets." The adjustment resulting from the difference between the fair value of assets and liabilities for each of these events is presented as a transition and acquisition adjustment to Appropriated Partners' Capital. Assets of the consolidated CLOs are presented within Investments within the Consolidated Statements of Financial Condition and Liabilities within Loans Payable for the amounts due to unaffiliated third parties and Due to Affiliates for the amounts held by non-consolidated affiliates. The methodology for measuring the fair value of such assets and liabilities is consistent with the methodology applied to private equity, real estate, and credit-oriented investments. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income subsequent to adoption and acquisition are presented within Net Gains from Fund Investment Activities. Amounts attributable to Non-Controlling Interests in Consolidated Entities have a corresponding adjustment to Appropriated Partners' Capital.

Further disclosure on instruments for which the fair value option has been elected is presented in Note 7. "Fair Value Option".

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

 

Equity Method Investments

Investments where the Partnership is deemed to exert significant influence, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, the Partnership's share of earnings (losses) from equity method investments is included in Investment Income (Loss) in the Consolidated Statements of Operations. The carrying amounts of equity method investments are reflected in Investments in the 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 represents fair value.

 

Cash and Cash Equivalents

Cash and cash equivalents represents cash on hand, cash held in banks and liquid investments with original maturities of three months or less. Interest income from cash and cash equivalents is recorded in Interest and Dividend Revenue in the Consolidated Statements of Operations.

 

 

 

Cash Held By Blackstone Funds and Other

Cash held by Blackstone Funds and Other represents cash and cash equivalents held by consolidated Blackstone Funds and other consolidated entities. Such amounts are not available to fund the general liquidity needs of Blackstone.

 

 

 

Accounts Receivable

Accounts Receivable includes management fees receivable from limited partners, receivables from underlying funds in the fund of hedge funds business, placement and advisory fees receivables, and loans extended to unaffiliated third parties. Accounts Receivable, excluding those for which the fair value option has been elected, are assessed periodically for collectibility. Amounts determined to be uncollectible are charged directly to General, Administrative and Other Expenses in the Consolidated Statements of Operations.

 

Intangibles and Goodwill

Blackstone's intangible assets consist of contractual rights to earn future fee income, including management and advisory fees and Carried Interest from its Carry Funds. Identifiable finite-lived intangible assets are amortized on a straight line basis over their estimated useful lives, ranging from 4 to 20 years, reflecting the contractual lives of such funds. Amortization expense is included within General, Administrative and Other in the accompanying Consolidated Statements of Operations. The Partnership does not hold any indefinite-lived intangible assets.

Goodwill comprises goodwill arising from the contribution and reorganization of the Partnership's predecessor entities in 2007 immediately prior to its IPO and the acquisition of GSO in 2008.

Intangible assets and goodwill are reviewed for impairment at least annually, and more frequently if circumstances indicate impairment may have occurred.

 

Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements consist primarily of leasehold improvements, furniture, fixtures and equipment, computer hardware and software and are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight line method over the assets' estimated useful economic lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, generally fifteen years, and three to seven years for other fixed assets. The Partnership evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Foreign Currency  

In the normal course of business, the Partnership may enter into transactions not denominated in United States dollars. Foreign exchange gains and losses arising on such transactions are recorded as Other Revenue in the Consolidated Statements of Operations. Foreign currency transaction gains and losses arising within consolidated Blackstone Funds are recorded in Net Gains (Losses) from Fund Investment Activities. In addition, the Partnership consolidates a number of entities that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains and losses are translated at the prevailing exchange rate on the dates that they were recorded. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are recorded in Other Comprehensive Income.  

 

 

Comprehensive Income

Comprehensive Income consists of Net Income and Other Comprehensive Income. The Partnership's Other Comprehensive Income is comprised of foreign currency cumulative translation adjustments.

 

 

 

Non-Controlling Interests in Consolidated Entities

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

Compensation and Benefits

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

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

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

 

Other Income

Other Income includes the amount attributable to the Reversal of the Tax Receivable Liability. This is non-recurring income attributable to a change in tax rate as discussed in Note 13. "Income Taxes".

 

Net Gains (Losses) from Fund Investment Activities on the Consolidated Statements of Operations include net realized gains (losses) from realizations and sales of investments, the net change in unrealized gains (losses) resulting from changes in the fair value and interest income and expense and dividend attributable to the consolidated Blackstone Funds' investments.

 

 

 

Income Taxes

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

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

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

Blackstone records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process: (a) determination is made whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (b) those tax positions that meet the more-likely-than-not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Net Income (Loss) Per Common Unit

Basic Income (Loss) Per Common Unit is calculated by dividing Net Income (Loss) Attributable to The Blackstone Group L.P. by the weighted-average number of common units and unvested participating common units outstanding for the period. Diluted Income (Loss) Per Common Unit reflects the assumed conversion of all dilutive securities. Diluted Income (Loss) Per Common Unit excludes the anti-dilutive effect of unvested deferred restricted common units and Blackstone Holdings Partnership Units.

 

Prior to December 31, 2009, certain common unit holders were entitled to priority distributions. Basic and Diluted Net Income (Loss) Per Common Unit—Common Units Entitled to Priority Distributions and Common Units Not Entitled Priority Distributions for 2009 is calculated by dividing total undistributed loss allocated to common unitholders entitled to priority distributions and not entitled to priority distributions by the weighted-average number of common units entitled to priority distributions, including unvested participating common units due to their equivalent distribution rights, and common units not entitled to priority distributions, respectively. Diluted Net Income (Loss) Per Common Unit excludes the anti-dilutive effect of unvested deferred restricted common units and Blackstone Holdings Partnership Units. As a result of the expiration on December 31, 2009 of the distribution priority previously accorded to certain holders of Blackstone common units, the Partnership no longer has two classes of equity, resulting in the calculation of Basic and Diluted Net Income (Loss) Per Common Unit as noted above for the current reporting period.

Repurchase and Reverse Repurchase Agreements

Securities purchased under agreement to resell ("reverse repurchase agreements") and securities sold under agreements to repurchase ("repurchase agreements"), comprising primarily U.S. and non-U.S. government and agency securities, asset-backed securities and corporate debt, represent collateralized financing transactions. Such transactions are recorded in the Consolidated Statements of Financial Condition at their contractual amounts and include accrued interest.

The Partnership manages credit exposure arising from repurchase agreements and reverse repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Partnership, in the event of a 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 on the Consolidated Statements of Financial Condition.

 

Securities Sold, Not Yet Purchased

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

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

 

Derivative Instruments

The Partnership recognizes all derivatives as assets or liabilities on its 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 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 are excluded from the assessment of hedge effectiveness, are 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. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued. The fair value of the derivative instrument is reflected within Other Assets in the 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 from Funds Investment Activities or, where derivative instruments are held by the Partnership, within Investment Income (Loss), in the 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 Consolidated Statements of Financial Condition.

Blackstone's other disclosures regarding derivative financial instruments are discussed in Note 6. "Derivative Financial Instruments".

 

 

Affiliates

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

 

Distributions

Distributions are reflected in the consolidated financial statements when paid.

Recent Accounting Developments

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

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

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

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

In May 2011, the FASB issued amended guidance on fair value measurements to achieve common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards. The amended guidance specifies that the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets and are not relevant when measuring the fair value of financial assets or of liabilities. The amendments include requirements specific to measuring the fair value of those instruments, such as equity interests used as consideration in a business combination. An entity should measure the fair value of its own equity instrument from the perspective of a market participant that holds the instrument as an asset. With respect to financial instruments that are managed as part of a portfolio, an exception to fair value requirements is provided. That exception permits a reporting entity to measure the fair value of such financial assets and financial liabilities at the price that would be received to sell a net asset position for a particular risk or to transfer a net liability position for a particular risk in an orderly transaction between market participants at the measurement date. The amendments also clarify that premiums and discounts should only be applied if market participants would do so when pricing the asset or liability. Premiums and discounts related to the size of an entity's holding (e.g., a blockage factor) rather than as a characteristic of the asset or liability (e.g., a control premium) is not permitted in a fair value measurement.

 

The guidance also requires enhanced disclosures about fair value measurements, including, among other things, (a) for fair value measurements categorized within Level III of the fair value hierarchy, (1) a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, (2) the valuation process used by the reporting entity, and (3) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any, and (b) the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position but for which the fair value is required to be disclosed (for example, a financial instrument that is measured at amortized cost in the statement of financial position but for which fair value is disclosed). The guidance also amends disclosure requirements for significant transfers between Level I and Level II and now requires disclosure of all transfers between Levels I and II in the fair value hierarchy.

The amended guidance is effective for interim and annual periods beginning after December 15, 2011. As the impact of the guidance is primarily limited to enhanced disclosures, adoption is not expected to have a material impact on the Partnership's financial statements.

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income. The amendments provide an entity with an option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. In addition, an entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The guidance is effective for fiscal years, and interim periods within those years beginning after December 15, 2011 and should be applied on a retrospective basis. As the amendments are limited to presentation only, adoption is not expected to have a material impact on the Partnership's financial statements.

In December 2011, the FASB issued a deferral of the effective date for certain disclosures relating to the comprehensive income, specifically with respect to the presentation of reclassifications of items out of accumulated other comprehensive income. The deferral is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As the amendments are limited to presentation only, adoption is not expected to have a material impact on the Partnership's financial statements.

In September 2011, the FASB issued enhanced guidance on testing goodwill for impairment. The amended guidance provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any. Under the amended guidance, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. The amended guidance includes examples of events or circumstances that an entity must consider in evaluating whether it is more likely than not that the fair value of reporting units is less than its carrying amount. The amended guidance no longer permits the carry forward of detailed calculations of a reporting unit's fair value from a prior year. The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The amended guidance is not expected to have a material impact on the Partnership's financial statements.

In December 2011, the FASB issued guidance to enhance disclosures about financial instruments and derivative instruments that are either (a) offset or (b) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset. Under the amended guidance, an entity is required to disclose quantitative information relating to recognized assets and liabilities that are offset or subject to an enforceable master netting arrangement or similar agreement, including (a) the gross amounts of those recognized assets and liabilities, (b) the amounts offset to determine the net amount presented in the statement of financial position, and (c) the net amount presented in the statement of financial position. With respect to amounts subject to an enforceable master netting arrangement or similar agreement which are not offset, disclosure is required of (a) the amounts related to recognized financial instruments and other derivative instruments, (b) the amount related to financial collateral (including cash collateral), and (c) the overall net amount after considering amounts that have not been offset. The guidance is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods and retrospective application is required. As the amendments are limited to disclosure only, adoption is not expected to have a material impact on the Partnership's financial statements.

Acquisitions, Goodwill And Intangible Assets
Acquisitions, Goodwill And Intangible Assets

3.    ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS

Acquisition of GSO Capital Partners LP

In March 2008, the Partnership completed the acquisition of GSO. The purchase consideration for GSO was $635 million, comprised of $355 million in cash and $280 million in Blackstone Holdings Partnership Units, plus up to an additional targeted $310 million to be paid over the next five years, contingent upon the realization of specified earnings targets over that period.

In December 2011, Blackstone terminated its agreement to pay contingent consideration entered into at the time of the original GSO acquisition. No amounts were due in connection with the termination of the agreement. Blackstone settled outstanding compensatory payments due to GSO personnel through the issuance of 3,177,943 Blackstone Common Units valued at $44.5 million and the transfer of cash of $189.9 million. Additional compensation related payments of $142.2 million of Blackstone Common Units and $70.3 million of cash will be payable in 2013 subject to vesting conditions. Additional performance and compensatory payments subject to performance and vesting may be paid to GSO personnel.

Acquisition of CLO Management Agreements

On May 16, 2011, the Partnership, through GSO, completed the acquisition of management agreements relating to four collateralized loan obligation vehicles previously managed by Allied Irish Banks for net consideration of $23.4 million. The assets acquired are finite-lived contractual rights.

Goodwill and Intangible Assets

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

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

Intangible Assets, Net consists of the following:

 

     December 31,  
     2011     2010  

Finite-Lived Intangible Assets / Contractual Rights

   $ 1,394,023      $ 1,370,255   

Accumulated Amortization

     (798,535     (590,944
  

 

 

   

 

 

 

Intangible Assets, Net

   $ 595,488      $ 779,311   
  

 

 

   

 

 

 

Changes in the Partnership's Intangible Assets, Net consists of the following:

 

     Year Ended December 31,  
     2011     2010     2009  

Balance, Beginning of Year

   $ 779,311      $ 919,477      $ 1,077,526   

Amortization Expense

     (207,591     (162,051     (158,049

Acquisitions

     23,768        21,885        —     
  

 

 

   

 

 

   

 

 

 

Balance, End of Year

   $ 595,488      $ 779,311      $ 919,477   
  

 

 

   

 

 

   

 

 

 

Amortization of Intangible Assets held at December 31, 2011 is expected to be $110.7 million, $59.1 million, $54.3 million, $48.0 million, and $46.4 million for each of the years ending December 31, 2012, 2013, 2014, 2015 and 2016, respectively. Blackstone's intangible assets as of December 31, 2011 are expected to amortize over a weighted-average period of 9.68 years.

Investments
Investments

4.    INVESTMENTS

 
Investments
 
Investments consists of the following:

 

                 
     December 31,
2011
     December 31,
2010
 

Investments of Consolidated Blackstone Funds

   $ 10,306,795       $ 8,192,327   

Equity Method Investments

     2,218,103         1,921,665   

Blackstone's Treasury Cash Management Strategies

     685,859         896,367   

Performance Fees

     1,889,152         937,227   

Other Investments

     28,390         26,886   
    

 

 

    

 

 

 
     $ 15,128,299       $ 11,974,472   
    

 

 

    

 

 

 

Blackstone's share of Investments of Consolidated Blackstone Funds totaled $449.6 million and $500.2 million at December 31, 2011 and December 31, 2010, respectively.

 

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

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:

 

                         
     Year Ended December 31,  
     2011     2010     2009  

Realized Gains (Losses)

   $ 226,427      $ (51,158   $ (200,291

Net Change in Unrealized Gains (Losses)

     (308,364     453,692        342,870   
    

 

 

   

 

 

   

 

 

 
     $ (81,937   $ 402,534      $ 142,579   
    

 

 

   

 

 

   

 

 

 

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

 

                         
    Year Ended December 31,  
    2011     2010     2009  

Realized and Net Change in Unrealized Gains (Losses) from Blackstone Funds

  $ (81,937   $ 402,534      $ 142,579   

Reclassification to Investment Income (Loss) and Other Attributable to Blackstone Side-by-Side Investment Vehicles

    —          —          (1,327

Interest and Dividend Revenue Attributable to Consolidated Blackstone Funds

    96,872        99,460        35,442   
   

 

 

   

 

 

   

 

 

 

Other Income—Net Gains from Fund Investment Activities

  $ 14,935      $ 501,994      $ 176,694   
   

 

 

   

 

 

   

 

 

 

Equity Method Investments

The Partnership recognized net gains (losses) related to its equity method investments of $135.7 million, $468.4 million and $4.0 million for the years ended December 31, 2011, 2010 and 2009, respectively.

On October 1, 2010, the Partnership completed the acquisition of a non-controlling equity interest in Pátria Investments Limited and Pátria Investimentos Ltda. (collectively, "Pátria"). As the Partnership holds a 40% equity interest and exerts significant influence, the investments are accounted for using the equity method.

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

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 years ended December 31, 2011, 2010 and 2009, no individual equity method investment held by Blackstone met the significance criteria. As such, Blackstone is not required to present separate financial statements for any of its equity method investments.

 

The summarized financial information of the Partnership's equity method investments for December 31, 2011 are as follows:

 

                                                 
    December 31, 2011 and the Year Then Ended  
    Private
Equity
    Real
Estate
    Hedge
Fund
Solutions
    Credit
Businesses
    Other (a)     Total  

Statement of Financial Condition

                                               

Assets

                                               

Investments

  $ 25,788,678      $ 29,856,855      $ 6,322,821      $ 8,887,081      $ 5,018      $ 70,860,453   

Other Assets

    321,271        1,736,245        1,167,162        2,355,318        51,153        5,631,149   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

  $ 26,109,949      $ 31,593,100      $ 7,489,983      $ 11,242,399      $ 56,171      $ 76,491,602   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Partners' Capital

                                               

Debt

  $ 863,672      $ 1,384,867      $ 123,925      $ 444,313      $ 979      $ 2,817,756   

Other Liabilities

    194,873        334,175        461,854        848,534        25,740        1,865,176   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

    1,058,545        1,719,042        585,779        1,292,847        26,719        4,682,932   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Partners' Capital

    25,051,404        29,874,058        6,904,204        9,949,552        29,452        71,808,670   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Partners' Capital

  $ 26,109,949      $ 31,593,100      $ 7,489,983      $ 11,242,399      $ 56,171      $ 76,491,602   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Statement of Income

                                               

Interest Income

  $ 116      $ 82,166      $ 89      $ 581,090      $ 2      $ 663,463   

Other Income

    516,729        159,400        19,275        26,760        66,456        788,620   

Interest Expense

    (14,826     (19,142     (172     (24,672     —          (58,812

Other Expenses

    (50,591     (54,907     (51,063     (78,427     (25,040     (260,028

Net Realized and Unrealized Gain (Loss) from Investments

    1,510,622        4,086,549        (71,790     380,609        —          5,905,990   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss)

  $ 1,962,050      $ 4,254,066      $ (103,661   $ 885,360      $ 41,418      $ 7,039,233   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The summarized financial information of the Partnership's equity method investments for December 31, 2010 are as follows:

 

                                                 
    December 31, 2010 and the Year Then Ended  
    Private
Equity
    Real
Estate
    Hedge
Fund
Solutions
    Credit
Businesses
    Other (a)     Total  

Statement of Financial Condition

                                               

Assets

                                               

Investments

  $ 23,494,720      $ 20,695,822      $ 6,041,012      $ 8,369,228      $ 3,914      $ 58,604,696   

Other Assets

    140,862        1,035,183        1,085,175        1,088,159        24,173        3,373,552   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

  $ 23,635,582      $ 21,731,005      $ 7,126,187      $ 9,457,387      $ 28,087      $ 61,978,248   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Partners' Capital

                                               

Debt

  $ 392,786      $ 582,278      $ 33,000      $ 1,152,253      $ 978      $ 2,161,295   

Other Liabilities

    103,471        221,449        909,513        360,510        20,505        1,615,448   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

    496,257        803,727        942,513        1,512,763        21,483        3,776,743   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Partners' Capital

    23,139,325        20,927,278        6,183,674        7,944,624        6,604        58,201,505   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Partners'
Capital

  $ 23,635,582      $ 21,731,005      $ 7,126,187      $ 9,457,387      $ 28,087      $ 61,978,248   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Statement of Income

                                               

Interest Income

  $ 76      $ 35,312      $ 274      $ 485,648      $ 3      $ 521,313   

Other Income

    202,872        118,512        33,885        129,894        65,523        550,686   

Interest Expense

    (8,642     (7,257     (6,418     (90,077     —          (112,394

Other Expenses

    (42,565     (73,353     (43,226     (69,265     (38,953     (267,362

Net Realized and Unrealized Gain from Investments

    5,182,506        8,630,374        661,045        1,041,801        —          15,515,726   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income

  $ 5,334,247      $ 8,703,588      $ 645,560      $ 1,498,001      $ 26,573      $ 16,207,969   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The summarized financial information of the Partnership's equity method investments for December 31, 2009 are as follows:

 

                                         
     December 31, 2009 and the Year Then Ended  
     Private
Equity
    Real
Estate
    Hedge Fund
Solutions
    Credit
Businesses
    Total  

Statement of Financial Condition

                                        

Assets

                                        

Investments

   $ 18,237,938      $ 7,862,872      $ 8,950,762      $ 6,907,186      $ 41,958,758   

Other Assets

     169,200        528,337        1,400,638        1,723,400        3,821,575   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

   $ 18,407,138      $ 8,391,209      $ 10,351,400      $ 8,630,586      $ 45,780,333   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Partners' Capital

                                        

Debt

   $ 455,862      $ 224,389      $ —        $ 1,312,893      $ 1,993,144   

Other Liabilities

     56,957        115,059        1,219,906        833,228        2,225,150   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

     512,819        339,448        1,219,906        2,146,121        4,218,294   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Partners' Capital

     17,894,319        8,051,761        9,131,494        6,484,465        41,562,039   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Partners' Capital

   $ 18,407,138      $ 8,391,209      $ 10,351,400      $ 8,630,586      $ 45,780,333   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Statement of Income

                                        

Interest Income

   $ 19,480      $ 12,704      $ 1,038      $ 579,150      $ 612,372   

Other Income

     26,828        133,599        33        68,439        228,899   

Interest Expense

     (5,590     (5,391     (11     (59,526     (70,518

Other Expenses

     (38,419     (36,794     (75,705     (82,930     (233,848

Net Realized and Unrealized Gain (Loss) from Investments

     1,775,403        (3,813,103     1,406,572        1,712,344        1,081,216   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss)

   $ 1,777,702      $ (3,708,985   $ 1,331,927      $ 2,217,477      $ 1,618,121   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Blackstone's Treasury Cash Management Strategies

The portion of Blackstone's Treasury cash management strategies included in Investments represents the Partnership's liquid investments in government and other investment and non-investment grade securities. These strategies are 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:

 

                         
     Year Ended December 31,  
     2011      2010      2009  

Realized Gains (Losses)

   $ 9,738       $ 7,497       $ 10,145   

Net Change in Unrealized Gains (Losses)

     641         4,185         1,758   
    

 

 

    

 

 

    

 

 

 
     $ 10,379       $ 11,682       $ 11,903   
    

 

 

    

 

 

    

 

 

 

 

Performance Fees

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

 

                                         
     Private
Equity
    Real
Estate
    Hedge Fund
Solutions
    Credit
Businesses
    Total  

Performance Fees, December 31, 2010

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

Performance Fees Allocated as a Result of Changes in Fund Fair Values

     86,308        917,703        2,830        144,373        1,151,214   

Fund Cash Distributions

     (38,991     (39,321     (10,506     (110,471     (199,289
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Performance Fees, December 31, 2011

   $ 620,359      $ 943,859      $ 1,858      $ 323,076      $ 1,889,152   
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Investments

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

 

                         
     Year Ended December 31,  
     2011     2010      2009  

Realized Gains

   $ 948      $ 977       $ 2,032   

Net Change in Unrealized Gains (Losses)

     (21,968     2,429         6,164   
    

 

 

   

 

 

    

 

 

 
     $ (21,020   $ 3,406       $ 8,196   
    

 

 

   

 

 

    

 

 

 
Net Asset Value As Fair Value
Net Asset Value As Fair Value

5.     NET ASSET VALUE AS FAIR VALUE

A summary of fair value by strategy type alongside the consolidated funds of hedge funds' remaining unfunded commitments and ability to redeem such investments as of December 31, 2011 is presented below:

 

Strategy

   Fair Value      Unfunded
Commitments
     Redemption
Frequency

(if  currently
eligible)
    Redemption
Notice
Period
 

Diversified Instruments

   $ 155,054       $ 7,779         (a     (a

Credit Driven

     148,362         1,980         (b     (b

Event Driven

     101,232         —           (c     (c

Equity

     275,195         —           (d     (d

Commodities

     49,227         —           (e     (e
  

 

 

    

 

 

      
   $ 729,070       $ 9,759        
  

 

 

    

 

 

      

Derivative Financial Instruments
Derivative Financial Instruments

6.     DERIVATIVE FINANCIAL INSTRUMENTS

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

Fair Value Hedges

The Partnership uses interest rate swaps to hedge a portion of the interest rate risk associated with its fixed rate borrowings. The Partnership has designated these financial instruments as fair value hedges.

Freestanding Derivatives

Freestanding derivatives are instruments that Blackstone and certain of the consolidated Blackstone Funds have entered into as part of their overall risk management and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include foreign exchange contracts, equity swaps, options, futures and other derivative contracts.

 

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.

 

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

Fair Value Hedges

               

Interest Rate Swaps

  $ 450,000      $ 67,668      $ —        $ —        $ 450,000      $ 26,192      $ —        $ —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Freestanding Derivatives

               

Blackstone—Other

               

Interest Rate Contracts

    221,350        768        502,200        1,291        57,200        56        366,857        922   

Foreign Currency Contracts

    22,698        1,016        7,293        103        10,088        283        13,221        74   

Investments of Consolidated Blackstone Funds

               

Foreign Currency Contracts

    177,453        22,016        159,409        7,687        —          —          —          —     

Interest Rate Contracts

    95,482        7,270        191,400        10,867        —          —          —          —     

Other

    —          —          —          —          409        2        212        2   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Freestanding Derivatives

    516,983        31,070        860,302        19,948        67,697        341        380,290        998   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 966,983      $ 98,738      $ 860,302      $ 19,948      $ 517,697      $ 26,533      $ 380,290      $ 998   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

     Year Ended December 31,  
     2011     2010     2009  

Fair Value Hedges—Interest Rate Swaps

      

Hedge Ineffectiveness

   $ 4,649      $ 3,400      $ (1,700

Excluded from Assessment of Effectiveness

     (3,465     (1,100     (8,700

Freestanding Derivatives

      

Realized Gains (Losses)

      

Interest Rate Contracts

   $ (8,634   $ (2,806   $ 71   

Foreign Currency Contracts

     1,739        (529     —     

Credit Default Swaps

     (111     —          —     

Other

     (153     (64     —     
  

 

 

   

 

 

   

 

 

 

Total

   $ (7,159   $ (3,399   $ 71   
  

 

 

   

 

 

   

 

 

 

Net Change in Unrealized Gain (Loss)

      

Interest Rate Contracts

   $ 8,718      $ 43      $ 268   

Foreign Currency Contracts

     (33,408     639        —     

Other

     (7     (1     —     
  

 

 

   

 

 

   

 

 

 

Total

   $ (24,697   $ 681      $ 268   
  

 

 

   

 

 

   

 

 

 

As of December 31, 2011, 2010 and 2009, the Partnership had not designated any derivatives as cash flow hedges or hedges of net investments in foreign operations.

 

Fair Value Option
Fair Value Option

7.     FAIR VALUE OPTION

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

 

     As of December 31,  
     2011      2010  

Assets

     

Loans and Receivables

   $ 8,555       $ 131,290   

Assets of Consolidated CLO Vehicles

     

Corporate Loans

     7,901,020         6,351,966   

Corporate Bonds

     153,653         157,997   

Other

     77,295         12,076   
  

 

 

    

 

 

 
   $ 8,140,523       $ 6,653,329   
  

 

 

    

 

 

 

Liabilities

     

Liabilities of Consolidated CLO Vehicles

     

Senior Secured Notes

   $ 7,449,766       $ 5,877,957   

Subordinated Notes

     630,236         555,632   
  

 

 

    

 

 

 
   $ 8,080,002       $ 6,433,589   
  

 

 

    

 

 

 

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

 

     Year Ended December 31,  
     2011     2010     2009  
     Realized
Gains (Losses)
     Net Change
in Unrealized
Gains (Losses)
    Realized
Gains (Losses)
    Net Change
in Unrealized
Gains (Losses)
    Net Change
in Unrealized
Gains (Losses)
 

Assets

           

Loans and Receivables

   $ —         $ (228   $ 5,695      $ (101   $ 101   

Debt Securities

     —           —          (16     —          364   

Equity Securities

     —           —          (350     —          —     

Assets of Consolidated CLO Vehicles

           

Corporate Loans

     76,314         (396,946     (17,736     272,526        —     

Corporate Bonds

     1,099         (7,605     1,073        5,718        —     

Other

     13,296         29,908        702        (1,314     —     
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
   $ 90,709       $ (374,871   $ (10,632   $ 276,829      $ 465   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

           

Liabilities of Consolidated CLO Vehicles

           

Senior Secured Notes

   $ 5,798       $ 58,067      $ (6,079   $ (33,194   $ —     

Subordinated Notes

     4,694         44,061        —          (152,333     —     
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
   $ 10,492       $ 102,128      $ (6,079   $ (185,527   $ —     
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The Partnership had no realized gains (losses) for the year ended December 31, 2009.

 

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

 

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

Loans and Receivables

   $ (162   $ —         $ —        $ 1,391      $ —         $ —     

Assets of Consolidated

CLO Vehicles

              

Corporate Loans

     (674,496     17,574         (29,384     (244,233     5,393         (2,164

Corporate Bonds

     (9,360     7,560         (2,656     (1,545     5,630         (2,082
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 
   $ (684,018   $ 25,134     &nb