Edgar Filing: Blackstone Group L.P.

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016

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

Commission File Number: 001-33551

LOGO

The Blackstone Group L.P.

(Exact name of Registrant as specified in its charter)

Delaware

20-8875684

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

345 Park Avenue

New York, New York 10154

(Address of principal executive offices)(Zip Code)

(212) 583-5000

(Registrant’s telephone number, including area code)

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

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

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


Large accelerated filer x		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company ¨
(Do not check if a smaller reporting company)

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

The number of the Registrant’s voting common units representing limited partner interests outstanding as of July 29, 2016 was 568,971,353. The number of the Registrant’s non-voting common units representing limited partner interests outstanding as of July 29, 2016 was 59,083,468.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS		5

	Unaudited Condensed Consolidated Financial Statements — June 30, 2016 and 2015:

	Condensed Consolidated Statements of Financial Condition as of June 30, 2016 and December 31, 2015		5

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015		7

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015		8

	Condensed Consolidated Statements of Changes in Partners’ Capital for the Six Months Ended June 30, 2016 and 2015		9

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015		11

	Notes to Condensed Consolidated Financial Statements		13

ITEM 1A.	UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION		57

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		59

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		124

ITEM 4.	CONTROLS AND PROCEDURES		128

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS		129

ITEM 1A.	RISK FACTORS		129

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		129

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		130

ITEM 4.	MINE SAFETY DISCLOSURES		130

ITEM 5.	OTHER INFORMATION		130

ITEM 6.	EXHIBITS		130

SIGNATURES			131

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 and in this report, as such factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Website and Social Media Disclosure

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

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

“Blackstone Funds,” “our funds” and “our investment funds” refer to the private equity funds, real estate funds, funds of hedge funds, credit-focused funds, collateralized loan obligation (“CLO”) and collateralized debt obligation (“CDO”) vehicles, real estate investment trusts and registered investment companies that are managed by Blackstone. “Our carry funds” refers to the private equity funds, real estate funds and certain of the credit-focused funds (with multi-year drawdown, commitment-based structures that only pay carry on the realization of an investment) that are managed by Blackstone. Blackstone’s Private Equity segment comprises its management of corporate private equity funds (including our sector focused funds), which we refer to collectively as our Blackstone Capital Partners (“BCP”) funds, our Blackstone Core Equity Partners (“BCEP”) fund, our opportunistic investment platform that invests globally across asset classes, industries and geographies, which we collectively refer to as Blackstone Tactical Opportunities (“Tactical Opportunities”), Strategic Partners Fund Solutions (“Strategic Partners”), a secondary private fund of funds business, Blackstone Total Alternatives Solution (“BTAS”), a multi-asset investment program for eligible high net worth investors offering exposure to certain of our key illiquid investment strategies through a single commitment, and our capital markets services business (“BXCM”). We refer to our real estate opportunistic funds as our Blackstone Real Estate Partners (“BREP”) funds and our real estate debt investment funds as our Blackstone Real Estate Debt Strategies (“BREDS”) funds. We refer to our core+ real estate funds, which target substantially stabilized assets generating relatively stable cash flow, as Blackstone Property

Partners (“BPP”) funds. We refer to our listed real estate investment trusts as “REITs.” “Our hedge funds” refers to our funds of hedge funds, certain of our real estate debt investment funds, including a registered investment company, and certain other credit-focused funds which are managed by Blackstone.

“Assets Under Management” refers to the assets we manage. Our Assets Under Management equals the sum of:

(a)

the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us, plus the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods,

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

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

“Fee-Earning Assets Under Management” refers to the assets we manage on which we derive management and/or performance fees. Our Fee-Earning Assets Under Management equals the sum of:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

the aggregate par amount of collateral assets, including principal cash, of our CLOs, CDOs and certain credit focused separately managed accounts, and

(h)

the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies.

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

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

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

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Financial Condition (Unaudited)

(Dollars in Thousands, Except Unit Data)


	June 30, 2016			December 31, 2015
Assets
Cash and Cash Equivalents	$	1,495,466		$	1,837,324
Cash Held by Blackstone Funds and Other		736,261			587,132
Investments (including assets pledged of $86,455 and $64,535 at June 30, 2016 and December 31, 2015, respectively)		15,136,500			14,324,097
Accounts Receivable		690,006			613,153
Reverse Repurchase Agreements		43,885			204,893
Due from Affiliates		1,292,306			1,240,797
Intangible Assets, Net		299,892			345,547
Goodwill		1,718,519			1,718,519
Other Assets		343,561			377,189
Deferred Tax Assets		1,285,262			1,277,429

Total Assets	$	23,041,658		$	22,526,080

Liabilities and Partners’ Capital
Loans Payable	$	6,741,728		$	6,116,747
Due to Affiliates		1,265,863			1,282,700
Accrued Compensation and Benefits		2,091,699			2,029,918
Securities Sold, Not Yet Purchased		115,796			176,667
Repurchase Agreements		56,353			40,929
Accounts Payable, Accrued Expenses and Other Liabilities		654,799			648,662

Total Liabilities		10,926,238			10,295,623

Commitments and Contingencies

Redeemable Non-Controlling Interests in Consolidated Entities		174,005			183,459

Partners’ Capital
The Blackstone Group L.P. Partners’ Capital
Partners’ Capital (common units: 633,534,381 issued and outstanding as of June 30, 2016; 624,450,162 issued and outstanding as of December 31, 2015)		6,208,387			6,322,307
Accumulated Other Comprehensive Loss		(45,887	)		(52,519	)

Total The Blackstone Group L.P. Partners’ Capital		6,162,500			6,269,788
Non-Controlling Interests in Consolidated Entities		2,538,559			2,408,701
Non-Controlling Interests in Blackstone Holdings		3,240,356			3,368,509

Total Partners’ Capital		11,941,415			12,046,998

Total Liabilities and Partners’ Capital	$	23,041,658		$	22,526,080

continued…

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Financial Condition (Unaudited)

(Dollars in Thousands)

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


	June 30, 2016		December 31, 2015
Assets
Cash Held by Blackstone Funds and Other	$	568,854	$	435,775
Investments		4,950,870		4,558,216
Accounts Receivable		245,459		122,077
Due from Affiliates		29,371		25,561
Other Assets		2,693		12,693

Total Assets	$	5,797,247	$	5,154,322

Liabilities
Loans Payable	$	3,941,751	$	3,319,656
Due to Affiliates		88,576		39,532
Securities Sold, Not Yet Purchased		49,237		58,878
Repurchase Agreements		49,387		31,417
Accounts Payable, Accrued Expenses and Other Liabilities		239,725		226,203

Total Liabilities	$	4,368,676	$	3,675,686

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Operations (Unaudited)

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Revenues
Management and Advisory Fees, Net	$	607,823		$	574,132		$	1,216,729		$	1,190,900

Performance Fees
Realized
Carried Interest		323,734			937,483			554,643			2,145,077
Incentive Fees		29,441			47,682			57,860			77,320
Unrealized
Carried Interest		88,292			(441,930	)		135,878			(68,090	)
Incentive Fees		7,776			25,070			15,355			87,106

Total Performance Fees		449,243			568,305			763,736			2,241,413

Investment Income
Realized		65,037			157,823			53,036			345,753
Unrealized		40,102			(100,999	)		43,595			(82,726	)

Total Investment Income		105,139			56,824			96,631			263,027

Interest and Dividend Revenue		22,286			21,965			45,361			43,885
Other		7,935			3,976			2,323			(1,665	)

Total Revenues		1,192,426			1,225,202			2,124,780			3,737,560

Expenses
Compensation and Benefits
Compensation		355,424			473,019			701,427			1,032,578
Performance Fee Compensation
Realized
Carried Interest		87,580			238,033			146,084			530,281
Incentive Fees		15,250			21,837			29,374			34,064
Unrealized
Carried Interest		75,202			(50,559	)		105,203			23,821
Incentive Fees		2,689			6,130			6,137			31,091

Total Compensation and Benefits		536,145			688,460			988,225			1,651,835
General, Administrative and Other		130,988			146,859			254,033			277,832
Interest Expense		36,878			37,414			74,234			68,784
Fund Expenses		8,592			41,699			13,821			58,549

Total Expenses		712,603			914,432			1,330,313			2,057,000

Other Income
Net Gains from Fund Investment Activities		30,703			82,015			49,845			175,570

Income Before Provision for Taxes		510,526			392,785			844,312			1,856,130
Provision for Taxes		47,415			43,251			56,561			142,595

Net Income		463,111			349,534			787,751			1,713,535
Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities		(2,049	)		13,780			(8,450	)		21,307
Net Income Attributable to Non-Controlling Interests in Consolidated Entities		64,729			66,716			104,815			148,512
Net Income Attributable to Non-Controlling Interests in Blackstone Holdings		201,805			134,870			333,007			780,100

Net Income Attributable to The Blackstone Group L.P.	$	198,626		$	134,168		$	358,379		$	763,616

Distributions Declared Per Common Unit	$	0.28		$	0.89		$	0.89		$	1.67

Net Income Per Common Unit
Common Units, Basic	$	0.31		$	0.21		$	0.55		$	1.21

Common Units, Diluted	$	0.30		$	0.21		$	0.54		$	1.21

Weighted-Average Common Units Outstanding
Common Units, Basic		646,933,698			631,881,205			645,915,774			628,597,331

Common Units, Diluted		1,194,478,212			634,192,649			1,194,375,807			632,730,589

Revenues Earned from Affiliates
Management and Advisory Fees, Net	$	44,148		$	28,831		$	100,823		$	76,943

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in Thousands)


	Three Months Ended June 30,					Six Months Ended June 30,
	2016			2015		2016			2015
Net Income	$	463,111		$	349,534	$	787,751		$	1,713,535
Other Comprehensive Income (Loss), Net of Tax — Currency Translation Adjustment		(5,768	)		14,876		11,844			(32,912	)

Comprehensive Income		457,343			364,410		799,595			1,680,623
Less:
Comprehensive Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities		(2,049	)		13,780		(8,450	)		21,307
Comprehensive Income Attributable to Non-Controlling Interests in Consolidated Entities		58,783			75,700		110,026			130,858
Comprehensive Income Attributable to Non-Controlling Interests in Blackstone Holdings		201,805			134,870		333,007			780,100

Comprehensive Income Attributable to The Blackstone Group L.P.	$	198,804		$	140,060	$	365,012		$	748,358

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

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

(Dollars in Thousands, Except Unit Data)


			The Blackstone Group L.P.
	Common Units		Partners’ Capital			Accumulated Other Compre- hensive Income (Loss)			Total			Non- Controlling Interests in Consolidated Entities			Non- Controlling Interests in Blackstone Holdings			Total Partners’ Capital			Redeemable Non- Controlling Interests in Consolidated Entities
Balance at December 31, 2015		624,450,162	$	6,322,307		$	(52,519	)	$	6,269,788		$	2,408,701		$	3,368,509		$	12,046,998		$	183,459
Net Income (Loss)		—		358,379			—			358,379			104,815			333,007			796,201			(8,450	)
Currency Translation Adjustment		—		—			6,632			6,632			5,211			—			11,843			—
Capital Contributions		—		—			—			—			185,952			—			185,952			—
Capital Distributions		—		(569,794	)		—			(569,794	)		(160,529	)		(505,969	)		(1,236,292	)		(1,004	)
Transfer of Non-Controlling Interests in Consolidated Entities		—		—			—			—			(5,591	)		—			(5,591	)		—
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders		—		208			—			208			—			—			208			—
Equity-Based Compensation		—		78,052			—			78,052			—			78,458			156,510			—
Net Delivery of Vested Blackstone Holdings Partnership Units and Blackstone Common Units		4,139,648		(14,414	)		—			(14,414	)		—			—			(14,414	)		—
Change in The Blackstone Group L.P.’s Ownership Interest		—		3,836			—			3,836			—			(3,836	)		—			—
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units		4,944,571		29,813			—			29,813			—			(29,813	)		—			—

Balance at June 30, 2016		633,534,381	$	6,208,387		$	(45,887	)	$	6,162,500		$	2,538,559		$	3,240,356		$	11,941,415		$	174,005

continued…

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

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

(Dollars in Thousands, Except Unit Data)


	Common Units		The Blackstone Group L.P.												Non- Controlling Interests in Consolidated Entities			Non- Controlling Interests in Blackstone Holdings			Total Partners’ Capital			Redeemable Non- Controlling Interests in Consolidated Entities
	Common Units		Partners’ Capital			Appro- priated Partners’ Capital			Accumulated Other Compre- hensive (Loss)			Total			Non- Controlling Interests in Consolidated Entities			Non- Controlling Interests in Blackstone Holdings			Total Partners’ Capital
Balance at December 31, 2014		595,624,855	$	6,999,830		$	81,301		$	(20,864	)	$	7,060,267		$	3,415,356		$	4,416,070		$	14,891,693		$	2,441,854
Deconsolidation of CLOs and Funds on Adoption of ASU 2015-02		—		—			(90,928	)		—			(90,928	)		(1,002,728	)		—			(1,093,656	)		(2,258,289	)
Adjustment to Appropriated Partners’ Capital on Adoption of ASU 2014-13		—		—			9,627			—			9,627			—			—			9,627			—
Net Income		—		763,616			—			—			763,616			148,512			780,100			1,692,228			21,307
Currency Translation Adjustment		—		—			—			(15,258	)		(15,258	)		(39,546	)		—			(54,804	)		—
Capital Contributions		—		—			—			—			—			221,797			—			221,797			2,241
Capital Distributions		—		(1,040,920	)		—			—			(1,040,920	)		(410,702	)		(1,005,848	)		(2,457,470	)		(10,513	)
Transfer of Non-Controlling Interests in Consolidated Entities		—		—			—			—			—			(18,299	)		—			(18,299	)		—
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders		—		17,714			—			—			17,714			—			—			17,714			—
Equity-Based Compensation		—		255,179			—			—			255,179			—			226,774			481,953			—
Net Delivery of Vested Blackstone Holdings Partnership Units and Blackstone Common Units		10,593,940		(33,757	)		—			—			(33,757	)		—			(1,903	)		(35,660	)		—
Excess Tax Benefits Related to Equity-Based Compensation, Net		—		60,045			—			—			60,045			—			—			60,045			—
Change in The Blackstone Group L.P.’s Ownership Interest		—		67,809			—			—			67,809			—			(67,809	)		—			—
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units		10,511,507		86,935			—			—			86,935			—			(86,935	)		—			—

Balance at June 30, 2015		616,730,302	$	7,176,451		$	—		$	(36,122	)	$	7,140,329		$	2,314,390		$	4,260,449		$	13,715,168		$	196,600

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)


	Six Months Ended June 30,
	2016			2015
Operating Activities
Net Income	$	787,751		$	1,713,535
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Blackstone Funds Related
Unrealized Appreciation on Investments Allocable to Non-Controlling Interests in Consolidated Entities		(124,985	)		(28,903	)
Net Realized Gains on Investments		(670,157	)		(2,689,849	)
Changes in Unrealized Losses on Investments Allocable to The Blackstone Group L.P.		12,310			53,219
Non-Cash Performance Fees		(73,806	)		37,652
Non-Cash Performance Fee Compensation		286,797			619,256
Equity-Based Compensation Expense		164,124			482,683
Excess Tax Benefits Related to Equity-Based Compensation		—			(60,045	)
Amortization of Intangibles		45,655			48,422
Other Non-Cash Amounts Included in Net Income		33,514			167,112
Cash Flows Due to Changes in Operating Assets and Liabilities
Cash Held by Blackstone Funds and Other		(140,795	)		1,033,351
Cash Relinquished in Deconsolidation and Liquidation of Partnership		—			(442,370	)
Accounts Receivable		73,459			28,916
Reverse Repurchase Agreements		161,008			(61,376	)
Due from Affiliates		14,424			(85,616	)
Other Assets		18,883			(87,332	)
Accrued Compensation and Benefits		(234,646	)		(577,607	)
Securities Sold, Not Yet Purchased		(68,611	)		56,906
Accounts Payable, Accrued Expenses and Other Liabilities		(247,201	)		(444,242	)
Repurchase Agreements		15,414			11,743
Due to Affiliates		13,682			(109,090	)
Treasury Cash Management Strategies
Investments Purchased		(1,294,654	)		(2,013,059	)
Cash Proceeds from Sale of Investments		1,158,672			2,035,454
Blackstone Funds Related
Investments Purchased		(1,627,123	)		(1,716,764	)
Cash Proceeds from Sale or Pay Down of Investments		1,943,228			3,628,386

Net Cash Provided by Operating Activities		246,943			1,600,382

Investing Activities
Purchase of Furniture, Equipment and Leasehold Improvements		(16,165	)		(16,539	)
Changes in Restricted Cash		5,843			5,843

Net Cash Used in Investing Activities		(10,322	)		(10,696	)

continued…

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Cash Flows (Unaudited)—Continued

(Dollars in Thousands)


	Six Months Ended June 30,
	2016			2015
Financing Activities
Distributions to Non-Controlling Interest Holders in Consolidated Entities	$	(161,533	)	$	(421,088	)
Contributions from Non-Controlling Interest Holders in Consolidated Entities		179,657			220,243
Payments Under Tax Receivable Agreement		(78,985	)		(82,830	)
Net Settlement of Vested Common Units and Repurchase of Common and Blackstone Holdings Partnership Units		(14,414	)		(35,660	)
Excess Tax Benefits Related to Equity-Based Compensation		—			60,045
Proceeds from Loans Payable		—			675,831
Repayment and Repurchase of Loans Payable		—			(2,652	)
Distributions to Unitholders		(1,075,763	)		(2,046,768	)
Blackstone Funds Related
Proceeds from Loans Payable		717,545			888,535
Repayment of Loans Payable		(145,149	)		(93,358	)

Net Cash Used in Financing Activities		(578,642	)		(837,702	)

Effect of Exchange Rate Changes on Cash and Cash Equivalents		163			184

Net Increase (Decrease) in Cash and Cash Equivalents		(341,858	)		752,168
Cash and Cash Equivalents, Beginning of Period		1,837,324			1,412,472

Cash and Cash Equivalents, End of Period	$	1,495,466		$	2,164,640

Supplemental Disclosure of Cash Flows Information
Payments for Interest	$	80,979		$	62,691

Payments for Income Taxes	$	33,454		$	91,513

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Non-Cash Contributions from Non-Controlling Interest Holders	$	740		$	1,022

Non-Cash Distributions to Non-Controlling Interest Holders	$	—		$	(127	)

Net Activities Related to Capital Transactions of Consolidated Blackstone Funds	$	—		$	(277	)

Notes Issuance Costs	$	—		$	5,269

Transfer of Interests to Non-Controlling Interest Holders	$	(5,591	)	$	(18,299	)

Change in The Blackstone Group L.P.’s Ownership Interest	$	3,836		$	67,809

Net Settlement of Vested Common Units	$	64,309		$	108,664

Conversion of Blackstone Holdings Partnership Units to Common Units	$	29,813		$	86,935

Acquisition of Ownership Interests from Non-Controlling Interest Holders
Deferred Tax Asset	$	(25,553	)	$	(108,594	)

Due to Affiliates	$	25,345		$	90,880

Partners’ Capital	$	208		$	17,714

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements

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

1.	ORGANIZATION

The Blackstone Group L.P., together with its subsidiaries (“Blackstone” or the “Partnership”), is a leading global manager of private capital. The alternative asset management business includes the management of private equity funds, real estate funds, real estate investment trusts (“REITs”), funds of hedge funds, hedge funds, credit-focused funds, collateralized loan obligation (“CLO”) vehicles, collateralized debt obligation (“CDO”) vehicles, separately managed accounts and registered investment companies (collectively referred to as the “Blackstone Funds”). Blackstone’s business is organized into four segments: private equity, real estate, hedge fund solutions and credit.

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 AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. (collectively, “Blackstone Holdings”, “Blackstone Holdings Partnerships” or the “Holding Partnerships”). The Partnership, through its wholly owned subsidiaries, is the sole general partner in each of these Holding Partnerships.

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

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission.

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

All intercompany balances and transactions have been eliminated in consolidation.

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

Consolidation

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

The Partnership determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and reconsiders that conclusion continually. In evaluating whether the Partnership is the primary beneficiary, Blackstone evaluates its economic interests in the entity held either directly or indirectly by the Partnership. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Partnership is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Partnership, affiliates of the Partnership or third parties) or amendments to the governing documents of the respective Blackstone Funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, the Partnership assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.

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

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

Fair Value of Financial Instruments

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

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

•

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

•

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments which are generally included in this category include corporate bonds and loans, including corporate bonds and loans held within CLO vehicles, government and agency securities, less liquid and restricted equity securities, and certain over-the-counter derivatives where the fair value is based on observable inputs. Senior and subordinated notes issued by CLO vehicles are classified within Level II of the fair value hierarchy.

•

Level III — Pricing inputs are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partnership interests in private equity and real estate funds, credit-focused funds, distressed debt and non-investment grade residual interests in securitizations, certain corporate bonds and loans held within CLO vehicles, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

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

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

Level II Valuation Techniques

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

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

•

Debt Instruments and Equity Securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. The valuation of certain equity securities is based on an observable price for an identical security adjusted for the effect of a restriction.

•

Freestanding Derivatives are valued using contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

•

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

Level III Valuation Techniques

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

Private Equity Investments — The fair values of private equity investments are determined by reference to projected net earnings, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the discounted cash flow method, public market or private transactions, valuations for comparable companies and other measures which, in many cases, are based on unaudited information at the time received. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (for example, multiplying a key performance metric of the investee company, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Where a discounted cash flow method is used, a terminal value is derived by reference to EBITDA or price/earnings exit multiples.

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

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

Level III Valuation Process

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

an independent valuation party, at least annually for all investments, and quarterly for certain investments, to corroborate the values determined by management. The valuations of Blackstone’s investments are reviewed quarterly by a valuation committee chaired by Blackstone’s Vice Chairman and includes senior heads of each of Blackstone’s businesses, as well as representatives of legal and finance. Each quarter, the valuations of Blackstone’s investments are also reviewed by the Audit Committee in a meeting attended by the chairman of the valuation committee. The valuations are further tested by comparison to actual sales prices obtained on disposition of the investments.

Investments, at Fair Value

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

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

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

In addition, the Partnership has elected the fair value option for the assets and liabilities of CLO vehicles that are consolidated as of January 1, 2010, as a result of the initial adoption of variable interest entity consolidation guidance. The Partnership has also elected the fair value option for CLO vehicles consolidated as a result of the acquisitions of CLO management contracts or the acquisition of the share capital of CLO managers. Historically, the adjustment resulting from the difference between the fair value of assets and liabilities for each of these events was presented as a transition and acquisition adjustment to Appropriated Partners’ Capital. Assets of the consolidated CLOs are presented within Investments within the Condensed Consolidated Statements of Financial Condition and Liabilities within Loans Payable for the amounts due to unaffiliated third parties and Due to Affiliates for the amounts held by non-consolidated affiliates. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income subsequent to adoption and acquisition are presented within Net Gains

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

(Losses) from Fund Investment Activities. Expenses of consolidated CLO vehicles are presented in Fund Expenses. Historically, amounts attributable to Non-Controlling Interests in Consolidated Entities had a corresponding adjustment to Appropriated Partners’ Capital. On the adoption of the new CLO measurement guidance, there is no attribution of amounts to Non-Controlling Interests and no corresponding adjustments to Appropriated Partners’ Capital.

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

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

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

Certain investments of Blackstone and of the consolidated Blackstone funds of hedge funds and credit-focused funds measure their investments in underlying funds at fair value using NAV per share without adjustment. The terms of the investee’s investment generally provide for minimum holding periods or lock-ups, the institution of gates on redemptions or the suspension of redemptions or an ability to side pocket investments, at the discretion of the investee’s fund manager, and as a result, investments may not be redeemable at, or within three months of, the reporting date. A side pocket is used by hedge funds and funds of hedge funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restriction. Redemptions are generally not permitted until the investments within a side pocket are liquidated or it is deemed that the conditions existing at the time that required the investment to be included in the side pocket no longer exist. As the timing of either of these events is uncertain, the timing at which the Partnership may redeem an investment held in a side pocket cannot be estimated. Further disclosure on instruments for which fair value is measured using NAV per share is presented in Note 5. “Net Asset Value as Fair Value”.

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

Equity Method Investments

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

Repurchase and Reverse Repurchase Agreements

Securities purchased under agreements to resell (“reverse repurchase agreements”) and securities sold under agreements to repurchase (“repurchase agreements”), comprised primarily of U.S. and non-U.S. government and

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

agency securities, asset-backed securities and corporate debt, represent collateralized financing transactions. Such transactions are recorded in the Condensed Consolidated Statements of Financial Condition at their contractual amounts and include accrued interest. The carrying value of repurchase and reverse repurchase agreements approximates fair value.

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

The Partnership takes possession of securities purchased under reverse repurchase agreements and is permitted to repledge, deliver or otherwise use such securities. The Partnership also pledges its financial instruments to counterparties to collateralize repurchase agreements. Financial instruments pledged that can be repledged, delivered or otherwise used by the counterparty are recorded in Investments in the Condensed Consolidated Statements of Financial Condition. Additional disclosures relating to reverse repurchase and repurchase agreements are discussed in Note 10. “Reverse Repurchase and Repurchase Agreements”.

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

Securities Sold, Not Yet Purchased

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

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

Derivative Instruments

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The Partnership formally documents at inception its hedge relationships, including identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and the Partnership’s evaluation of effectiveness of its hedged transaction. At least monthly, the Partnership also formally assesses whether the derivative it designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in estimated fair values or cash flows of the hedged items using either the regression analysis or the dollar offset method. For net investment hedges, the Partnership uses a method based on changes in spot rates to measure effectiveness. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued. The Partnership may also at any time remove a designation of a fair value hedge. The fair values of hedging derivative instruments are reflected within Other Assets in the Condensed Consolidated Statements of Financial Condition.

For freestanding derivative contracts, the Partnership presents changes in fair value in current period earnings. Changes in the fair value of derivative instruments held by consolidated Blackstone Funds are reflected in Net Gains (Losses) from Fund Investment Activities or, where derivative instruments are held by the Partnership, within Investment Income (Loss) in the Condensed Consolidated Statements of Operations. The fair value of freestanding derivative assets are recorded within Investments and freestanding derivative liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.

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

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

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

Affiliates

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

Distributions

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

Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance on revenue from contracts with customers. The guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

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

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

The new revenue guidance may have a material impact on Blackstone’s consolidated financial statements if it is determined that both performance fees and carried interest are forms of variable consideration that may not be included in the transaction price. This may significantly delay the recognition of carried interest income and performance fees.

In February 2016, the FASB issued amended guidance on the accounting for leases. The guidance requires the recognition of lease assets and lease liabilities for those leases classified as operating leases under previous GAAP. The guidance retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases under previous GAAP. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not changed significantly from previous GAAP.

For operating leases, a lessee is required to do the following: (a) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the Statement of Financial Condition, (b) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis, and (c) classify all cash payments within operating activities in the statement of cash flows.

The guidance is effective for fiscal periods beginning after December 15, 2018. Early application is permitted. Blackstone is evaluating the impact of the amended guidance on the Consolidated Statement of Financial Condition. It is not expected to have a material impact on the Consolidated Statements of Operations or the Consolidated Statements of Cash Flows.

In March 2016, the FASB issued amended guidance on stock compensation. The amendments simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and accounting for forfeitures (the amended guidance permits an entity to make an accounting policy election either to estimate the number of forfeitures expected to occur or to account for forfeitures when they occur). The amendments require all excess tax benefits and deficiencies related to share-based payment transactions to be recognized through the Provision for Taxes in the Condensed Consolidated Statement of Operations. The amendments also require excess tax benefits related to share-based payment transactions to be presented as operating activities in the Condensed Consolidated Statement of Cash Flows with

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

employee taxes paid presented as a financing activity. The guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Blackstone has elected to early adopt the guidance for the quarter ended June 30, 2016 and any adjustments have been reflected prospectively as of January 1, 2016.

Blackstone has made an accounting policy election to continue estimating forfeitures in determining the number of equity-based awards that are expected to vest. Amendments relating to the recognition of excess tax benefits and deficiencies in the Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows have been applied prospectively. As a result, prior period amounts have not been restated. Application of the guidance did not have a material impact on Blackstone’s Condensed Consolidated Statement of Operations or Condensed Consolidated Statement of Cash Flows.

3.	INTANGIBLE ASSETS

Intangible Assets, Net consists of the following:


	June 30, 2016			December 31, 2015
Finite-Lived Intangible Assets/Contractual Rights	$	1,424,226		$	1,424,226
Accumulated Amortization		(1,124,334	)		(1,078,679	)

Intangible Assets, Net	$	299,892		$	345,547

Amortization expense associated with Blackstone’s intangible assets was $22.8 million and $45.7 million for the three and six month periods ended June 30, 2016, respectively, and $23.6 million and $48.4 million for the three and six month periods ended June 30, 2015, respectively.

Amortization of Intangible Assets held at June 30, 2016 is expected to be $82.9 million, $43.9 million, $43.8 million, $43.8 million, and $43.8 million for each of the years ending December 31, 2016, 2017, 2018, 2019 and 2020, respectively. Blackstone’s intangible assets as of June 30, 2016 are expected to amortize over a weighted-average period of 6.3 years.

4.	INVESTMENTS

Investments consist of the following:


	June 30, 2016		December 31, 2015
Investments of Consolidated Blackstone Funds	$	4,980,964	$	4,613,944
Equity Method Investments		3,170,071		3,110,810
Blackstone’s Treasury Cash Management Strategies		1,739,252		1,682,259
Performance Fees		4,990,614		4,757,932
Other Investments		255,599		159,152

	$	15,136,500	$	14,324,097

Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $449.1 million and $451.9 million at June 30, 2016 and December 31, 2015, respectively.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Investments of Consolidated Blackstone Funds

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Realized Gains (Losses)	$	(2,435	)	$	60,473		$	10,947		$	127,512
Net Change in Unrealized Gains (Losses)		16,893			(2,190	)		(8,348	)		1,743

Realized and Net Change in Unrealized Gains from Consolidated Blackstone Funds		14,458			58,283			2,599			129,255
Interest and Dividend Revenue Attributable to Consolidated Blackstone Funds		16,245			23,732			47,246			46,315

Other Income — Net Gains from Fund Investment Activities	$	30,703		$	82,015		$	49,845		$	175,570

Equity Method Investments

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

Blackstone evaluates each of its equity method investments to determine if any were significant as defined by guidance from the United States Securities and Exchange Commission. As of and for the six months ended June 30, 2016 and 2015, 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 Partnership recognized net gains related to its equity method investments of $52.0 million and $19.5 million for the three months ended June 30, 2016 and 2015, respectively. The Partnership recognized net gains related to its equity method investments of $69.7 million and $181.6 million for the six months ended June 30, 2016 and 2015, respectively.

Blackstone’s Treasury Cash Management Strategies

The portion of Blackstone’s Treasury Cash Management Strategies included in Investments represents the Partnership’s liquid investments into primarily fixed income securities, mutual fund interests, and other fund interests. These strategies are managed by a combination of Blackstone personnel and third party advisors. The following table presents the Realized and Net Change in Unrealized Gains (Losses) on investments held by Blackstone’s Treasury Cash Management Strategies:


	Three Months Ended June 30,					Six Months Ended June 30,
	2016		2015			2016			2015
Realized Gains (Losses)	$	9,364	$	(3,442	)	$	(9,245	)	$	(3,603	)
Net Change in Unrealized Gains (Losses)		12,913		(15,049	)		14,695			(3,938	)

	$	22,277	$	(18,491	)	$	5,450		$	(7,541	)

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Performance Fees

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


	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
Performance Fees, December 31, 2015	$	1,479,443		$	3,101,688		$	9,747		$	167,054		$	4,757,932
Performance Fees Allocated as a Result of Changes in Fund Fair Values		246,287			378,422			385			75,876			700,970
Foreign Exchange Gain		—			7,579			—			—			7,579
Fund Distributions		(83,399	)		(365,282	)		(6,383	)		(20,803	)		(475,867	)

Performance Fees, June 30, 2016	$	1,642,331		$	3,122,407		$	3,749		$	222,127		$	4,990,614

Other Investments

Other Investments consist primarily of proprietary investment securities held by Blackstone. The following table presents Blackstone’s Realized and Net Change in Unrealized Gains (Losses) in other investments:


	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Realized Gains (Losses)	$	(256	)	$	(30	)	$	4,477		$	(8	)
Net Change in Unrealized Gains (Losses)		3,283			(825	)		(2,952	)		(454	)

	$	3,027		$	(855	)	$	1,525		$	(462	)

5.	NET ASSET VALUE AS FAIR VALUE

A summary of fair value by strategy type alongside the remaining unfunded commitments and ability to redeem such investments as of June 30, 2016 is presented below:


Strategy	Fair Value		Unfunded Commitments		Redemption Frequency (if currently eligible)	Redemption Notice Period
Diversified Instruments	$	158,088	$	132	(a)	(a)
Credit Driven		196,030		268	(b)	(b)
Equity		60,253		—	(c)	(c)
Commodities		1,745		—	(d)	(d)

	$	416,116	$	400

(a)

Diversified Instruments include investments in funds that invest across multiple strategies. Investments representing 4% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date. The remaining 96% of investments in this category are redeemable as of the reporting date.

(b)

The Credit Driven category includes investments in hedge funds that invest primarily in domestic and international bonds. Investments representing 44% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date. Investments representing 56% of the fair value of the investments in this category are redeemable as of the reporting date.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

(c)	The Equity category includes investments in hedge funds that invest primarily in domestic and international equity securities. Withdrawals are generally not permitted for the investments in this category. Distributions will be received as the underlying investments are liquidated.

(d)

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

6.	DERIVATIVE FINANCIAL INSTRUMENTS

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

Net Investment Hedges

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

Blackstone uses foreign currency forward contracts to hedge portions of Blackstone’s net investments in foreign operations. The gains and losses due to change in fair value attributable to changes in spot exchange rates on foreign currency derivatives designated as net investment hedges were recognized in Other Comprehensive Income (Loss), Net of Tax — Currency Translation Adjustment. For the three months ended June 30, 2016 the resulting gain was $1.3 million. For the six months ended June 30, 2016 the resulting loss was $0.8 million.

Freestanding Derivatives

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

In June 2012, Blackstone removed the fair value hedge designation of its interest rate swaps that were previously used to hedge a portion of the interest rate risk on the Partnership’s fixed rate borrowings. Changes in the fair value of the interest rate swaps subsequent to the date of de-designation are reflected within Freestanding Derivatives within Interest Rate Contracts in the table below.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The table below summarizes the aggregate notional amount and fair value of the derivative financial instruments. The notional amount represents the absolute value amount of all outstanding derivative contracts.


	June 30, 2016								December 31, 2015
	Assets				Liabilities				Assets				Liabilities
	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Net Investment Hedges
Foreign Currency Contracts	$	51,174	$	804	$	—	$	—	$	53,627	$	319	$	138	$	1

Freestanding Derivatives
Blackstone
Interest Rate Contracts		1,280,262		2,846		955,648		11,978		1,681,533		2,212		1,054,465		4,288
Foreign Currency Contracts		155,950		4,428		157,515		3,669		158,684		2,088		271,891		2,042
Credit Default Swaps		—		—		7,274		602		—		—		19,250		2,411
Investments of Consolidated Blackstone Funds
Foreign Currency Contracts		218,715		19,544		41,652		972		124,595		1,400		92,094		6,490
Credit Default Swaps		—		—		96,797		6,560		—		—		108,786		6,275

		1,654,927		26,818		1,258,886		23,781		1,964,812		5,700		1,546,486		21,506

Total	$	1,706,101	$	27,622	$	1,258,886	$	23,781	$	2,018,439	$	6,019	$	1,546,624	$	21,507

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net Investment Hedges — Foreign Currency Contracts
Hedge Ineffectiveness	$	(257	)	$	(11	)	$	(128	)	$	229

Freestanding Derivatives
Realized Gains (Losses)
Interest Rate Contracts	$	546		$	(1,358	)	$	(6,812	)	$	(5,093	)
Foreign Currency Contracts		(410	)		(3,160	)		(4,720	)		8,903
Credit Default Swaps		(738	)		1,955			(4,549	)		3,781

Total	$	(602	)	$	(2,563	)	$	(16,081	)	$	7,591

Freestanding Derivatives
Net Change in Unrealized Gains (Losses)
Interest Rate Contracts	$	(4,576	)	$	4,707		$	(7,242	)	$	3,961
Foreign Currency Contracts		8,869			2,779			24,191			(8,245	)
Credit Default Swaps		794			(2,469	)		(3,482	)		(5,391	)

Total	$	5,087		$	5,017		$	13,467		$	(9,675	)

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

As of June 30, 2016 and December 31, 2015, the Partnership had not designated any derivatives as cash flow hedges.

7.	FAIR VALUE OPTION

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


	June 30, 2016		December 31, 2015
Assets
Loans and Receivables	$	207,519	$	261,994
Equity and Preferred Securities		284,879		280,879
Debt Securities		14,122		15,176
Assets of Consolidated CLO Vehicles
Corporate Loans		3,479,615		3,087,563
Corporate Bonds		405,912		379,000
Other		1,669		—

	$	4,393,716	$	4,024,612

Liabilities
Liabilities of Consolidated CLO Vehicles
Senior Secured Notes	$	3,854,183	$	3,225,064
Subordinated Notes		91,667		98,371

	$	3,945,850	$	3,323,435

The following table presents the Realized and Net Change in Unrealized Gains (Losses) on financial instruments on which the fair value option was elected:


	Three Months Ended June 30,
	2016						2015
	Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)			Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)
Assets
Loans and Receivables	$	—		$	1,085		$	—		$	1,278
Equity and Preferred Securities		(296	)		5,256			(52	)		(4,663	)
Debt Securities		—			(365	)		—			—
Assets of Consolidated CLO Vehicles
Corporate Loans		(15,253	)		36,564			(9,657	)		21,295
Corporate Bonds		247			(1,214	)		91			3,380
Other		88			—			1,318			(840	)

	$	(15,214	)	$	41,326		$	(8,300	)	$	20,450

Liabilities
Liabilities of Consolidated CLO Vehicles —
Subordinated Notes	$	—		$	(14,281	)	$	—		$	(7,199	)

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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


	Six Months Ended June 30,
	2016						2015
	Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)			Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)
Assets
Loans and Receivables	$	—		$	(2,693	)	$	—		$	(597	)
Equity and Preferred Securities		(293	)		1,424			(237	)		(7,491	)
Debt Securities		—			(1,054	)		—			—
Assets of Consolidated CLO Vehicles
Corporate Loans		(28,960	)		37,521			(4,847	)		40,881
Corporate Bonds		437			(943	)		121			4,516
Other		266			—			3,273			(3,331	)

	$	(28,550	)	$	34,255		$	(1,690	)	$	33,978

Liabilities
Liabilities of Consolidated CLO Vehicles —
Subordinated Notes	$	—		$	(1,868	)	$	—		$	(10,238	)

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


	June 30, 2016							December 31, 2015
				For Financial Assets Past Due (a)							For Financial Assets Past Due (a)
	(Deficiency) of Fair Value Over Principal			Fair Value		Excess of Fair Value Over Principal		(Deficiency) of Fair Value Over Principal			Fair Value		(Deficiency) of Fair Value Over Principal
Loans and Receivables	$	(10,895	)	$	—	$	—	$	(8,845	)	$	—	$	—
Debt Securities		(1,480	)		—		—		(426	)		—		—
Assets of Consolidated CLO Vehicles
Corporate Loans		(43,840	)		—		—		(77,900	)		1,088		(5,620	)
Corporate Bonds		(16,500	)		—		—		(6,046	)		—		—

	$	(72,715	)	$	—	$	—	$	(93,217	)	$	1,088	$	(5,620	)

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

As of December 31, 2015, no Loans and Receivables for which the fair value option was elected were past due or in non-accrual status. As of June 30, 2016 and December 31, 2015, no Corporate Bonds included within the Assets of Consolidated CLO Vehicles for which the fair value option was elected were past due or in non-accrual status.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

8.	FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS

The following tables summarize the valuation of the Partnership’s financial assets and liabilities by the fair value hierarchy:


	June 30, 2016
	Level I		Level II		Level III		NAV		Total
Assets
Investments of Consolidated Blackstone Funds (a)
Investment Funds	$	—	$	—	$	—	$	146,544	$	146,544
Equity Securities		55,745		51,619		85,664		—		193,028
Partnership and LLC Interests		26,987		73,497		439,859		—		540,343
Debt Instruments		—		179,244		15,065		—		194,309
Assets of Consolidated CLO Vehicles
Corporate Loans		—		3,315,440		164,175		—		3,479,615
Corporate Bonds		—		405,912		—		—		405,912
Freestanding Derivatives — Foreign Currency Contracts		—		19,544		—		—		19,544
Other		—		—		1,669		—		1,669

Total Investments of Consolidated Blackstone Funds		82,732		4,045,256		706,432		146,544		4,980,964

Blackstone’s Treasury Cash Management Strategies
Equity Securities		146,239		—		—		—		146,239
Debt Instruments		—		1,313,940		27,419		52,114		1,393,473
Other		—		—		—		199,540		199,540

Total Blackstone’s Treasury Cash Management Strategies		146,239		1,313,940		27,419		251,654		1,739,252
Money Market Funds		282,655		—		—		—		282,655
Net Investment Hedges — Foreign Currency Contracts		—		804		—		—		804
Freestanding Derivatives
Interest Rate Contracts		2,243		603		—		—		2,846
Foreign Currency Contracts		—		4,428		—		—		4,428
Loans and Receivables		—		—		207,519		—		207,519
Other Investments		137,046		—		100,635		17,918		255,599

	$	650,915	$	5,365,031	$	1,042,005	$	416,116	$	7,474,067


	June 30, 2016
	Level I		Level II		Level III		Total
Liabilities
Liabilities of Consolidated CLO Vehicles (a)
Senior Secured Notes (b)	$	—	$	3,854,183	$	—	$	3,854,183
Subordinated Notes (b)		—		91,667		—		91,667
Freestanding Derivatives — Foreign Currency Contracts		—		972		—		972
Freestanding Derivatives — Credit Default Swaps		—		6,560		—		6,560
Freestanding Derivatives
Interest Rate Contracts		6,899		5,079		—		11,978
Foreign Currency Contracts		—		3,669		—		3,669
Credit Default Swaps		—		602		—		602
Securities Sold, Not Yet Purchased		—		115,796		—		115,796

	$	6,899	$	4,078,528	$	—	$	4,085,427

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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


	December 31, 2015
	Level I		Level II		Level III		NAV		Total
Assets
Investments of Consolidated Blackstone Funds (a)
Investment Funds	$	—	$	—	$	—	$	155,512	$	155,512
Equity Securities		82,734		53,250		80,849		—		216,833
Partnership and LLC Interests		—		101,399		472,391		—		573,790
Debt Instruments		—		179,465		20,381		—		199,846
Assets of Consolidated CLO Vehicles
Corporate Loans		—		2,886,792		200,771		—		3,087,563
Corporate Bonds		—		379,000		—		—		379,000
Freestanding Derivatives — Foreign Currency Contracts		—		1,400		—		—		1,400

Total Investments of Consolidated Blackstone Funds		82,734		3,601,306		774,392		155,512		4,613,944

Blackstone’s Treasury Cash Management Strategies
Equity Securities		240,464		—		—		—		240,464
Debt Instruments		—		1,069,915		54,657		115,657		1,240,229
Other		—		—		—		201,566		201,566

Total Blackstone’s Treasury Cash Management Strategies		240,464		1,069,915		54,657		317,223		1,682,259
Money Market Funds		460,233		—		—		—		460,233
Net Investment Hedges — Foreign Currency Contracts		—		319		—		—		319
Freestanding Derivatives
Interest Rate Contracts		1,806		406		—		—		2,212
Foreign Currency Contracts		—		2,088		—		—		2,088
Loans and Receivables		—		—		261,994		—		261,994
Other Investments		40,261		—		101,184		17,707		159,152

	$	825,498	$	4,674,034	$	1,192,227	$	490,442	$	7,182,201


	December 31, 2015
	Level I		Level II		Level III		Total
Liabilities
Liabilities of Consolidated CLO Vehicles (a)
Senior Secured Notes (b)	$	—	$	3,225,064	$	—	$	3,225,064
Subordinated Notes (b)		—		98,371		—		98,371
Freestanding Derivatives — Foreign Currency Contracts		—		6,490		—		6,490
Freestanding Derivatives — Credit Default Swaps		—		6,275		—		6,275
Net Investment Hedges — Foreign Currency Contracts		—		1		—		1
Freestanding Derivatives
Interest Rate Contracts		835		3,453		—		4,288
Foreign Currency Contracts		—		2,042		—		2,042
Credit Default Swaps		—		2,411		—		2,411
Securities Sold, Not Yet Purchased		—		176,667		—		176,667

	$	835	$	3,520,774	$	—	$	3,521,609

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

(a)

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

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

The following table summarizes the fair value transfers between Level I and Level II for positions that existed as of June 30, 2016 and 2015, respectively:


	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Transfers from Level I into Level II (a)	$	—	$	—	$	2,114	$	—
Transfers from Level II into Level I (b)	$	—	$	89	$	28,346	$	5,777

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

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of June 30, 2016:

Fair
Value

Valuation
Techniques

Unobservable
Inputs

Ranges

Weighted-
Average (a)

Financial Assets

Investments of Consolidated Blackstone Funds

Equity Securities

67,493

Discounted Cash Flows

Discount Rate

7.4% - 29.3%

13.2%

Revenue CAGR

-1.5% - 24.4%

7.2%

Exit Multiple - EBITDA

0.1x - 19.0x

9.5x

Exit Multiple - P/E

10.5x - 17.0x

11.3x

Exit Capitalization Rate

5.3% - 11.4%

8.7%

5,715

Other

N/A

10,525

Transaction Price

N/A

1,916

Market Comparable Companies

EBITDA Multiple

6.1x

N/A

Book Value Multiple

0.8x

N/A

Third Party Pricing

N/A

Partnership and LLC Interests

404,995

Discounted Cash Flows

Discount Rate

2.0% - 29.4%

9.9%

Revenue CAGR

-26.1% - 42.2%

6.6%

Exit Multiple - EBITDA

0.1x - 23.5x

10.3x

Exit Multiple - P/E

9.3x

N/A

Exit Capitalization Rate

3.0% - 12.1%

6.2%

15,547

Third Party Pricing

N/A

11,292

Transaction Price

N/A

8,025

Other

N/A

Debt Instruments

10,782

Third Party Pricing

N/A

3,897

Discounted Cash Flows

Discount Rate

8.3% - 56.7%

15.1%

Revenue CAGR

6.7%

N/A

Exit Multiple - EBITDA

12.0x

N/A

Exit Capitalization Rate

1.0% - 8.3%

5.2%

386

Transaction Price

N/A

Assets of Consolidated CLO Vehicles

158,461

Third Party Pricing

N/A

5,714

Market Comparable Companies

EBITDA Multiple

7.0x

N/A

1,669

Transaction Price

N/A

Total Investments of Consolidated Blackstone Funds

706,432

continued ....

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Fair
Value

Valuation
Techniques

Unobservable
Inputs

Ranges

Weighted-
Average (a)

Blackstone’s Treasury Cash Management Strategies

8,700

Discounted Cash Flows

Default Rate

1.0% - 2.0%

1.8%

Recovery Rate

18.0% - 79.3%

65.8%

Recovery Lag

12 months

N/A

Pre-payment Rate

20.0%

N/A

Reinvestment Rate

LIBOR + 350 bps -

LIBOR

LIBOR + 400 bps

+ 388 bps

Discount Rate

9.1% - 12.8%

10.3%

18,719

Third Party Pricing

N/A

Loans and Receivables

189,879

Discounted Cash Flows

Discount Rate

12.2% - 22.1%

15.8%

17,640

Third Party Pricing

N/A

Other Investments

81,580

Discounted Cash Flows

Discount Rate

1.6% - 15.4%

3.7%

Default Rate

2.0%

N/A

Recovery Rate

70.0%

N/A

Recovery Lag

12 months

N/A

Pre-payment Rate

20.0%

N/A

Reinvestment Rate

LIBOR + 400 bps

N/A

19,055

Transaction Price

N/A

Total

1,042,005

The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of December 31, 2015:

Fair Value

Valuation
Techniques

Unobservable
Inputs

Ranges

Weighted-
Average (a)

Financial Assets

Investments of Consolidated Blackstone Funds

Equity Securities

66,962

Discounted Cash Flows

Discount Rate

7.8% - 25.0%

13.6%

Revenue CAGR

-5.0% - 61.5%

10.2%

Exit Multiple - EBITDA

5.0x - 18.2x

9.6x

Exit Multiple - P/E

10.5x - 17.0x

11.2x

Exit Capitalization Rate

5.5% - 11.4%

5,426

Other

N/A

6,722

Transaction Price

N/A

1,710

Market Comparable

EBITDA Multiple

6.5x - 8.0x

6.6x

Companies

Book Value Multiple

0.9x

N/A

Third Party Pricing

N/A

Partnership and LLC Interests

423,588

Discounted Cash Flows

Discount Rate

2.1% - 25.8%

9.3%

Revenue CAGR

-24.1% - 31.8%

8.6%

Exit Multiple - EBITDA

0.1x - 23.8x

9.8x

Exit Multiple - P/E

9.3x

N/A

Exit Capitalization Rate

2.7% - 12.1%

6.3%

30,437

Transaction Price

N/A

16,963

Third Party Pricing

N/A

1,403

Other

N/A

continued ....

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Fair Value

Valuation
Techniques

Unobservable
Inputs

Ranges

Weighted-
Average (a)

Debt Instruments

16,217

Third Party Pricing

N/A

4,086

Discounted Cash Flows

Discount Rate

6.5% - 52.7%

14.1%

Revenue CAGR

16.8%

N/A

Exit Multiple - EBITDA

12.0x

N/A

Exit Capitalization Rate

1.0% - 8.3%

5.8%

Transaction Price

N/A

Assets of Consolidated CLO Vehicles

180,988

Third Party Pricing

N/A

19,783

Market Comparable
Companies

EBITDA Multiple

4.5x - 7.0x

6.5x

Total Investments of Consolidated Blackstone Funds

774,392

Blackstone’s Treasury Cash Management Strategies

32,004

Discounted Cash Flows

Default Rate

1.0% - 2.0%

1.9%

Recovery Rate

30.0% - 70.0%

67.0%

Recovery Lag

12 months

N/A

Pre-payment Rate

20.0%

N/A

Reinvestment Rate

LIBOR + 400 bps

N/A

Discount Rate

5.8% - 14.0%

8.6%

22,653

Third Party Pricing

N/A

Loans and Receivables

241,897

Discounted Cash Flows

Discount Rate

6.7% - 20.6%

11.0%

20,097

Third Party Pricing

N/A

Other Investments

81,984

Discounted Cash Flows

Discount Rate

1.4% - 12.5%

3.3%

Default Rate

2.0%

N/A

Recovery Rate

70.0%

N/A

Recovery Lag

12 months

N/A

Pre-payment Rate

20.0%

N/A

Reinvestment Rate

LIBOR + 400 bps

N/A

19,200

Transaction Price

N/A

Total

1,192,227

N/A	Not applicable.

CAGR	Compound annual growth rate.

EBITDA

Earnings before interest, taxes, depreciation and amortization.

Exit Multiple

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

Third Party Pricing

Third Party Pricing is generally determined on the basis of unadjusted prices between market participants provided by reputable dealers or pricing services.

Transaction Price

Includes recent acquisitions or transactions.

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

The significant unobservable inputs used in the fair value measurement of the Blackstone’s Treasury Cash Management Strategies, debt instruments and other investments are discount rates, default rates, recovery rates, recovery lag, pre-payment rates and reinvestment rates. Increases (decreases) in any of the discount rates, default rates, recovery lag and pre-payment rates in isolation would result in a lower (higher) fair value measurement. Increases (decreases) in any of the recovery rates and reinvestment rates in isolation would result in a higher (lower)

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

fair value measurement. Generally, a change in the assumption used for default rates may be accompanied by a directionally similar change in the assumption used for recovery lag and a directionally opposite change in the assumption used for recovery rates and pre-payment rates.

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

Since December 31, 2015, there have been no changes in valuation techniques within Level II and Level III that have had a material impact on the valuation of financial instruments.

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


	Level III Financial Assets at Fair Value Three Months Ended June 30,
	2016												2015
	Investments of Consolidated Funds			Loans and Receivables			Other Investments (a)			Total			Investments of Consolidated Funds			Loans and Receivables			Other Investments (a)			Total
Balance, Beginning of Period	$	736,698		$	287,858		$	130,264		$	1,154,820		$	920,448		$	40,691		$	163,798		$	1,124,937
Transfer In to Level III (b)		18,177			—			9,037			27,214			59,939			—			2,772			62,711
Transfer Out of Level III (b)		(38,865	)		—			(6,199	)		(45,064	)		(156,054	)		—			(24,480	)		(180,534	)
Purchases		33,883			5,278			6,973			46,134			154,173			—			8,407			162,580
Sales		(52,776	)		(87,696	)		(10,683	)		(151,155	)		(98,872	)		(5,464	)		(1,819	)		(106,155	)
Settlements		—			(2,431	)		(114	)		(2,545	)		—			(1,041	)		(115	)		(1,156	)
Changes in Gains (Losses) Included in Earnings and Other Comprehensive Income (Loss)		9,315			4,510			(1,224	)		12,601			57,515			2,254			3,171			62,940

Balance, End of Period	$	706,432		$	207,519		$	128,054		$	1,042,005		$	937,149		$	36,440		$	151,734		$	1,125,323

Changes in Unrealized Gains Included in Earnings Related to Investments Still Held at the Reporting Date	$	2,845		$	4,552		$	1,255		$	8,652		$	17,044		$	2,255		$	471		$	19,770

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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


	Level III Financial Assets at Fair Value Six Months Ended June 30,
	2016												2015
	Investments of Consolidated Funds			Loans and Receivables			Other Investments (a)			Total			Investments of Consolidated Funds			Loans and Receivables			Other Investments (a)			Total
Balance, Beginning of Period	$	774,392		$	261,994		$	155,841		$	1,192,227		$	2,394,823		$	40,397		$	189,385		$	2,624,605
Transfer Out Due to Deconsolidation		—			—			—			—			(1,460,538	)		—			—			(1,460,538	)
Transfer In to Level III (b)		52,332			—			9,327			61,659			58,184			—			19,897			78,081
Transfer Out of Level III (b)		(81,837	)		—			(10,204	)		(92,041	)		(149,636	)		—			(47,164	)		(196,800	)
Purchases		96,206			303,657			6,973			406,836			227,260			6,186			33,339			266,785
Sales		(142,180	)		(355,251	)		(30,690	)		(528,121	)		(178,391	)		(9,535	)		(36,973	)		(224,899	)
Settlements		—			(5,922	)		(254	)		(6,176	)		—			(2,079	)		(218	)		(2,297	)
Changes in Gains (Losses) Included in Earnings and Other Comprehensive Income (Loss)		7,519			3,041			(2,939	)		7,621			45,447			1,471			(6,532	)		40,386

Balance, End of Period	$	706,432		$	207,519		$	128,054		$	1,042,005		$	937,149		$	36,440		$	151,734		$	1,125,323

Changes in Unrealized Gains (Losses) Included in Earnings Related to Investments Still Held at the Reporting Date	$	(16,793	)	$	3,083		$	(46	)	$	(13,756	)	$	13,511		$	1,343		$	1,879		$	16,733


	Level III Financial Liabilities at Fair Value
	Three Months Ended June 30, 2015 (c)						Six Months Ended June 30, 2015 (c)
	Collateralized Loan Obligations Senior Notes		Collateralized Loan Obligations Subordinated Notes		Total		Collateralized Loan Obligations Senior Notes			Collateralized Loan Obligations Subordinated Notes			Total
Balance, Beginning of Period	$	—	$	—	$	—	$	6,448,352		$	348,752		$	6,797,104
Transfer Out Due to Deconsolidation		—		—		—		(4,168,405	)		(261,934	)		(4,430,339	)
Transfer Out Due to Amended CLO Guidance (d)		—		—		—		(2,279,947	)		(86,818	)		(2,366,765	)

Balance, End of Period	$	—	$	—	$	—	$	—		$	—		$	—

(a)	Represents Blackstone’s Treasury Cash Management Strategies and Other Investments.

(b)	Transfers in and out of Level III financial assets and liabilities were due to changes in the observability of inputs used in the valuation of such assets and liabilities.

(c)	There were no Level III financial liabilities as of and for the three and six months ended June 30, 2016. There were no changes in unrealized (gains) losses included in earnings related to liabilities still held at either June 30, 2016 or June 30, 2015.

(d)	Transfers out due to amended CLO measurement guidance represents the transfer out of Level III for liabilities of consolidated CLO vehicles for which fair value is based on the more observable fair value of CLO assets. Such liabilities are classified as Level II within the fair value hierarchy.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

9.	VARIABLE INTEREST ENTITIES

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

The assets of consolidated variable interest entities may only be used to settle obligations of these consolidated Blackstone Funds. In addition, there is no recourse to the Partnership for the consolidated VIEs’ liabilities including the liabilities of the consolidated CLO vehicles.

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


	June 30, 2016		December 31, 2015
Investments	$	555,238	$	466,651
Accounts Receivable		16,076		11,726
Due from Affiliates		43,962		51,029

Total VIE Assets		615,276		529,406
Due to Affiliates		104		586
Accounts Payable, Accrued Expenses and Other Liabilities		151		88
Potential Clawback Obligation		81,142		73,450

Maximum Exposure to Loss	$	696,673	$	603,530

10.

REVERSE REPURCHASE AND REPURCHASE AGREEMENTS

At June 30, 2016, the Partnership received securities, primarily U.S. and non-U.S. government and agency securities, asset-backed securities and corporate debt, with a fair value of $43.6 million as collateral for reverse repurchase agreements that could be repledged, delivered or otherwise used. Securities with a fair value of $33.6 million and cash were used to cover Securities Sold, Not Yet Purchased. The Partnership also pledged securities with a carrying value of $86.5 million and cash to collateralize its repurchase agreements. Such securities can be repledged, delivered or otherwise used by the counterparty.

At December 31, 2015, the Partnership pledged securities with a carrying value of $64.5 million and cash to collateralize its repurchase agreements. Such securities can be repledged, delivered or otherwise used by the counterparty.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The following table provides information regarding the Partnership’s Repurchase Agreements obligation by type of collateral pledged as of June 30, 2016:


	June 30, 2016
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30 - 90 Days		Greater than 90 days		Total
Repurchase Agreements
U.S. Treasury and Agency Securities	$	4,500	$	—	$	—	$	—	$	4,500
Asset-Backed Securities		—		12,318		30,222		9,313		51,853

Total	$	4,500	$	12,318	$	30,222	$	9,313	$	56,353

Gross Amount of Recognized Liabilities for Repurchase Agreements in Note 11. “Offsetting of Assets and Liabilities”									$	56,353

Amounts Related to Agreements Not Included in Offsetting Disclosure in Note 11. “Offsetting of Assets and Liabilities”									$	—

11.

OFFSETTING OF ASSETS AND LIABILITIES

The following tables present the offsetting of assets and liabilities as of June 30, 2016:


	Gross and Net Amounts of Assets Presented in the Statement of Financial Condition		Gross Amounts Not Offset in the Statement of Financial Condition
			Financial Instruments		Cash Collateral Received		Net Amount
Assets
Net Investment Hedges	$	804	$	—	$	—	$	804
Freestanding Derivatives		7,274		3,504		3,420		350
Reverse Repurchase Agreements		43,885		43,649		—		236

Total	$	51,963	$	47,153	$	3,420	$	1,390


	Gross and Net Amounts of Liabilities Presented in the Statement of Financial Condition		Gross Amounts Not Offset in the Statement of Financial Condition
			Financial Instruments		Cash Collateral Pledged		Net Amount
Liabilities
Freestanding Derivatives	$	22,809	$	3,504	$	14,331	$	4,974
Repurchase Agreements		56,353		53,206		3,147		—

Total	$	79,162	$	56,710	$	17,478	$	4,974

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The following tables present the offsetting of assets and liabilities as of December 31, 2015:


	Gross and Net Amounts of Assets Presented in the Statement of Financial Condition		Gross Amounts Not Offset in the Statement of Financial Condition
			Financial Instruments		Cash Collateral Received		Net Amount
Assets
Net Investment Hedges	$	319	$	1	$	—	$	318
Freestanding Derivatives		4,300		2,149		1,310		841
Reverse Repurchase Agreements		204,893		203,938		—		955

Total	$	209,512	$	206,088	$	1,310	$	2,114


	Gross and Net Amounts of Liabilities Presented in the Statement of Financial Condition		Gross Amounts Not Offset in the Statement of Financial Condition
			Financial Instruments		Cash Collateral Pledged		Net Amount
Liabilities
Net Investment Hedges	$	1	$	1	$	—	$	—
Freestanding Derivatives		15,016		2,149		12,076		791
Repurchase Agreements		40,929		40,259		670		—

Total	$	55,946	$	42,409	$	12,746	$	791

Reverse Repurchase Agreements and Repurchase Agreements are presented separately on the Condensed Consolidated Statements of Financial Condition. Freestanding Derivative assets are included in Other Assets in the Condensed Consolidated Statements of Financial Condition. The following table presents the components of Other Assets:


	June 30, 2016		December 31, 2015
Furniture, Equipment and Leasehold Improvements, Net	$	139,350	$	135,543
Prepaid Expenses		144,867		190,241
Other Assets		51,267		46,786
Freestanding Derivatives		7,274		4,300
Net Investment Hedges		803		319

	$	343,561	$	377,189

Freestanding Derivative liabilities are included in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition and are not a significant component thereof.

Notional Pooling Arrangement

Blackstone has a notional cash pooling arrangement with a financial institution for cash management purposes. This arrangement allows for cash withdrawals based upon aggregate cash balances on deposit at the same financial institution. Cash withdrawals cannot exceed aggregate cash balances on deposit. The net balance of cash on deposit and overdrafts is used as a basis for calculating net interest expense or income. As of June 30, 2016, the aggregate cash balance on deposit relating to the cash pooling arrangement was $938.3 million, which was fully offset with an accompanying overdraft.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

12.

BORROWINGS

The following table presents the general characteristics of each of our Notes, as well as their carrying value and fair value. The Notes are included in Loans Payable within the Condensed Consolidated Statements of Financial Condition. All of the Notes were issued at a discount. All of the Notes accrue interest from the Issue Date and all pay interest in arrears on a semi-annual basis or annual basis.


	June 30, 2016				December 31, 2015
Senior Notes	Carrying Value		Fair Value (a)		Carrying Value		Fair Value (a)
6.625%, Due 8/15/2019 (b)	$	611,103	$	670,352	$	614,996	$	665,438
5.875%, Due 3/15/2021		397,910		467,000		397,720		458,680
4.750%, Due 2/15/2023		392,684		444,440		392,224		430,560
6.250%, Due 8/15/2042		237,735		312,075		237,648		297,575
5.000%, Due 6/15/2044		488,251		543,300		488,119		515,050
4.450%, Due 7/15/2045		343,763		354,305		343,689		332,640
2.000%, Due 5/19/2025		328,531		351,239		322,664		327,465

Total	$	2,799,977	$	3,142,711	$	2,797,060	$	3,027,408

(a)	Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy.

(b)	The carrying and fair values are determined using the original $600 million par amount less $15 million attributable to these notes which were acquired but not retired by Blackstone during 2012.

Included within Loans Payable and Due to Affiliates within the Condensed Consolidated Statements of Financial Condition are amounts due to holders of debt securities issued by Blackstone’s consolidated CLO vehicles. Borrowings through the consolidated CLO vehicles consisted of the following:


	June 30, 2016							December 31, 2015
	Borrowing Outstanding		Weighted- Average Interest Rate			Weighted- Average Remaining Maturity in Years		Borrowing Outstanding		Weighted- Average Interest Rate			Weighted- Average Remaining Maturity in Years
Senior Secured Notes	$	4,166,718		1.95	%		5.7	$	3,687,976		1.93	%		5.4
Subordinated Notes		198,582		(a	)		N/A		226,350		(a	)		N/A

	$	4,365,300						$	3,914,326

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

Senior Secured Notes and Subordinated Notes comprise the following amounts:


	June 30, 2016						December 31, 2015
			Amounts Due to Non- Consolidated Affiliates						Amounts Due to Non- Consolidated Affiliates
	Fair Value		Borrowing Outstanding		Fair Value		Fair Value		Borrowing Outstanding		Fair Value
Senior Secured Notes	$	3,854,183	$	—	$	—	$	3,225,064	$	—	$	—
Subordinated Notes	$	91,667	$	10,000	$	8,332	$	98,371	$	10,000	$	8,231

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The Loans Payable of the consolidated CLO vehicles are collateralized by assets held by each respective CLO vehicle and assets of one vehicle may not be used to satisfy the liabilities of another. As of June 30, 2016 and December 31, 2015, the fair value of the consolidated CLO assets was $4.6 billion and $3.9 billion, respectively. This collateral consisted of Cash, Corporate Loans, Corporate Bonds, other securities and receivables.

Scheduled principal payments for borrowings as of June 30, 2016 were as follows:


	Operating Borrowings		Blackstone Fund Facilities/CLO Vehicles		Total Borrowings
2016	$	—	$	4,233	$	4,233
2017		—		528,438		528,438
2018		—		—		—
2019		585,000		—		585,000
2020		—		—		—
Thereafter		2,250,000		3,836,862		6,086,862

Total	$	2,835,000	$	4,369,533	$	7,204,533

13.

INCOME TAXES

Blackstone’s effective tax rate was 9.3% and 11.0% for the three months ended June 30, 2016 and 2015, respectively, and 6.7% and 7.7% for the six months ended June 30, 2016 and 2015, respectively. Blackstone’s income tax provision was $47.4 million and $43.3 million for the three months ended June 30, 2016 and 2015, respectively, and $56.6 million and $142.6 million for the six months ended June 30, 2016 and 2015, respectively.

The Blackstone Group L.P. and certain of its 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. Blackstone’s effective tax rate for the three and six months ended June 30, 2016 and 2015 was substantially due to the fact that certain corporate subsidiaries are subject to federal, state, local and foreign income taxes (as applicable) and other subsidiaries are subject to New York City unincorporated business taxes.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

14.

NET INCOME PER COMMON UNIT

Basic and diluted net income per common unit for the three and six months ended June 30, 2016 and June 30, 2015 was calculated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Net Income for Per Common Unit Calculation
Net Income Attributable to The Blackstone Group L.P., Basic	$	198,626	$	134,168	$	358,379	$	763,616
Incremental Net Income from Assumed Exchange of Blackstone Holdings Partnership Units		158,960		—		286,563		—

Net Income Attributable to The Blackstone Group L.P., Diluted	$	357,586	$	134,168	$	644,942	$	763,616

Units Outstanding
Weighted-Average Common Units Outstanding, Basic		646,933,698		631,881,205		645,915,774		628,597,331
Weighted-Average Unvested Deferred Restricted Common Units		1,309,402		2,311,444		1,321,087		4,133,258
Weighted-Average Blackstone Holdings Partnership Units		546,235,112		—		547,138,946		—

Weighted-Average Common Units Outstanding, Diluted		1,194,478,212		634,192,649		1,194,375,807		632,730,589

Net Income Per Common Unit, Basic	$	0.31	$	0.21	$	0.55	$	1.21

Net Income Per Common Unit, Diluted	$	0.30	$	0.21	$	0.54	$	1.21

Distributions Declared Per Common Unit (a)	$	0.28	$	0.89	$	0.89	$	1.67

(a)	Distributions declared reflects the calendar date of the declaration for each distribution.

The following table summarizes the anti-dilutive securities for the three and six months ended June 30, 2016 and 2015:

Three Months Ended
June 30,

Six Months Ended
June 30,

2016

2015

2016

2015

Weighted-Average Blackstone Holdings Partnership Units

—

555,641,388

—

552,260,871

Unit Repurchase Program

In January 2008, Blackstone announced that the Board of Directors of its general partner, Blackstone Group Management L.L.C., had authorized the repurchase by Blackstone of up to $500 million of Blackstone common units and Blackstone Holdings Partnership Units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of Blackstone common units and Blackstone Holdings Partnership Units repurchased will depend on

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

a variety of factors, including legal requirements, price and economic and market conditions. This unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date.

During the six months ended June 30, 2016 and 2015, no units were repurchased. As of June 30, 2016, the amount remaining available for repurchases under this program was $335.8 million.

15.

EQUITY-BASED COMPENSATION

The Partnership has granted equity-based compensation awards to Blackstone’s senior managing directors, non-partner professionals, non-professionals and selected external advisers under the Partnership’s 2007 Equity Incentive Plan (the “Equity Plan”), the majority of which to date were granted in connection with Blackstone’s initial public offering (“IPO”). The Equity Plan allows for the granting of options, unit appreciation rights or other unit-based awards (units, restricted units, restricted common units, deferred restricted common units, phantom restricted common units or other unit-based awards based in whole or in part on the fair value of the Blackstone common units or Blackstone Holdings Partnership Units) which may contain certain service or performance requirements. As of January 1, 2016, the Partnership had the ability to grant 168,600,140 units under the Equity Plan.

For the three and six months ended June 30, 2016, the Partnership recorded compensation expense of $84.3 million and $164.1 million, respectively, in relation to its equity-based awards with corresponding tax benefits of $8.4 million and $16.6 million, respectively. For the three and six months ended June 30, 2015, the Partnership recorded compensation expense of $210.3 million and $482.7 million, respectively, in relation to its equity-based awards with corresponding tax benefits of $3.4 million and $27.0 million, respectively. As of June 30, 2016, there was $942.7 million of estimated unrecognized compensation expense related to unvested awards. This cost is expected to be recognized over a weighted-average period of 4.8 years.

Total vested and unvested outstanding units, including Blackstone common units, Blackstone Holdings Partnership Units and deferred restricted common units, were 1,192,631,550 as of June 30, 2016. Total outstanding unvested phantom units were 34,934 as of June 30, 2016.

A summary of the status of the Partnership’s unvested equity-based awards as of June 30, 2016 and of changes during the period January 1, 2016 through June 30, 2016 is presented below:


	Blackstone Holdings					The Blackstone Group L.P.
						Equity Settled Awards					Cash Settled Awards
Unvested Units	Partnership Units			Weighted- Average Grant Date Fair Value		Deferred Restricted Common Units and Options			Weighted- Average Grant Date Fair Value		Phantom Units			Weighted- Average Grant Date Fair Value
Balance, December 31, 2015		40,901,755		$	32.98		14,342,129		$	22.38		27,942		$	28.79
Granted		491,667			28.26		2,042,077			28.68		2,465			29.24
Vested		(5,023,685	)		24.55		(2,813,164	)		22.86		(968	)		30.09
Forfeited		(214,896	)		35.22		(327,353	)		16.63		(482	)		28.62

Balance, June 30, 2016		36,154,841		$	34.07		13,243,689		$	23.29		28,957		$	28.79

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Units Expected to Vest

The following unvested units, after expected forfeitures, as of June 30, 2016, are expected to vest:


	Units		Weighted-Average Service Period in Years
Blackstone Holdings Partnership Units		28,862,065		4.2
Deferred Restricted Blackstone Common Units		11,694,668		1.8

Total Equity-Based Awards		40,556,733		3.5

Phantom Units		22,030		3.3

16.

RELATED PARTY TRANSACTIONS

Affiliate Receivables and Payables

Due from Affiliates and Due to Affiliates consisted of the following:


	June 30, 2016		December 31, 2015
Due from Affiliates
Accrual for Potential Clawback of Previously Distributed Carried Interest	$	2,437	$	1,686
Advances Made on Behalf of Certain Non-Controlling Interest Holders and Blackstone Employees Principally for Investments in Blackstone Funds		365,905		331,558
Amounts Due from Portfolio Companies and Funds		293,887		319,758
Investments Redeemed in Non-Consolidated Funds of Hedge Funds		15,849		5,931
Management and Performance Fees Due from Non-Consolidated Funds		415,178		403,538
Payments Made on Behalf of Non-Consolidated Entities		199,050		178,326

	$	1,292,306	$	1,240,797


	June 30, 2016		December 31, 2015
Due to Affiliates
Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements	$	1,155,838	$	1,201,543
Accrual for Potential Repayment of Previously Received Performance Fees		5,092		3,356
Due to Note Holders of Consolidated CLO Vehicles		8,332		8,231
Distributions Received on Behalf of Certain Non-Controlling Interest Holders and Blackstone Employees		15,263		26,593
Distributions Received on Behalf of Blackstone Entities		76,248		33,160
Payments Made by Non-Consolidated Entities		5,090		9,817

	$	1,265,863	$	1,282,700

Interests of the Founder, Senior Managing Directors, Employees and Other Related Parties

The Founder, senior managing directors, employees and certain other related parties invest on a discretionary basis in the consolidated Blackstone Funds both directly and through consolidated entities. These investments

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

generally are subject to preferential management fee and performance fee arrangements. As of June 30, 2016 and December 31, 2015, such investments aggregated $760.4 million and $746.3 million, respectively. Their share of the Net Income (Loss) Attributable to Redeemable Non-Controlling and Non-Controlling Interests in Consolidated Entities aggregated $25.5 million and $31.6 million for the three months ended June 30, 2016 and 2015, respectively, and $28.6 million and $81.1 million for the six months ended June 30, 2016 and 2015, respectively.

Revenues Earned from Affiliates

Management and Advisory Fees, Net earned from affiliates totaled $44.1 million and $28.8 million for the three months ended June 30, 2016 and 2015, respectively. Management and Advisory Fees, Net earned from affiliates totaled $100.8 million and $76.9 million for the six months ended June 30, 2016 and 2015, respectively. Fees relate primarily to transaction and monitoring fees which are negotiated in the ordinary course of fundraising and investment activities.

Loans to Affiliates

Loans to affiliates consist of interest bearing advances to certain Blackstone individuals to finance their investments in certain Blackstone Funds. These loans earn interest at Blackstone’s cost of borrowing and such interest totaled $0.1 million and $1.2 million for the three months ended June 30, 2016 and 2015, respectively, and $0.2 million and $3.3 million for the six months ended June 30, 2016 and 2015, respectively.

Contingent Repayment Guarantee

Blackstone and its personnel who have received Carried Interest distributions have guaranteed payment on a several basis (subject to a cap) to the Carry Funds of any clawback obligation with respect to the excess Carried Interest allocated to the general partners of such funds and indirectly received thereby to the extent that either Blackstone or its personnel fails to fulfill its clawback obligation, if any. The Accrual for Potential Repayment of Previously Received Performance Fees represents amounts previously paid to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone Funds if the Carry Funds were to be liquidated based on the fair value of their underlying investments as of June 30, 2016. See Note 17. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)”.

Aircraft and Other Services

In the normal course of business, Blackstone personnel make use of aircraft owned as personal assets by Stephen A. Schwarzman; an aircraft owned jointly as a personal asset by Hamilton E. James, Blackstone’s President and, Chief Operating Officer, and a Director of Blackstone, and Jonathan D. Gray, Blackstone’s Global Head of Real Estate and a Director of Blackstone; and an aircraft owned jointly as a personal asset by Bennett J. Goodman, Co-Founder of GSO Capital and a Director of Blackstone, and another senior managing director (each such aircraft, “Personal Aircraft”). Mr. Schwarzman paid for his purchases of his Personal Aircraft himself. Each of Mr. James and Mr. Gray paid for his respective interest in their jointly owned Personal Aircraft. Mr. Goodman paid for his interest in his jointly owned Personal Aircraft. Mr. Schwarzman, Mr. James, Mr. Gray and Mr. Goodman respectively bear operating, personnel and maintenance costs associated with the operation of such Personal Aircraft. Payment by Blackstone for the use of the Personal Aircraft by Blackstone employees is made based on market rates.

In addition, on occasion, certain of Blackstone’s executive officers and employee directors and their families may make use of aircraft owned by Blackstone or in which Blackstone owns a fractional interest, as well as other

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

assets of Blackstone. Any such personal use of Blackstone assets is charged to the executive officer or employee director based on market rates and usage. Personal use of Blackstone resources is also reimbursed to Blackstone based on market rates.

The transactions described herein are not material to the Condensed Consolidated Financial Statements.

Tax Receivable Agreements

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

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

Assuming no future material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreements (which are taxable to the recipients) will aggregate $1.2 billion over the next 15 years. The after-tax net present value of these estimated payments totals $374.7 million assuming a 15% discount rate and using Blackstone’s most recent projections relating to the estimated timing of the benefit to be received. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts. The payments under the tax receivable agreements are not conditioned upon continued ownership of Blackstone equity interests by the pre-IPO owners and the others mentioned above.

Amounts related to the deferred tax asset resulting from the increase in tax basis from the exchange of Blackstone Holdings Partnership Units to Blackstone common units, the resulting remeasurement of net deferred tax assets at the Blackstone ownership percentage at the balance sheet date, the due to affiliates for the future payments resulting from the tax receivable agreements and resulting adjustment to partners’ capital are included as Acquisition of Ownership Interests from Non-Controlling Interest Holders in the Supplemental Disclosure of Non-Cash Investing and Financing Activities in the Condensed Consolidated Statements of Cash Flows.

Other

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Additionally, please see Note 17. “Commitments and Contingencies — Contingencies — Guarantees” for information regarding guarantees provided to a lending institution for certain loans held by employees.

17.

COMMITMENTS AND CONTINGENCIES

Commitments

Investment Commitments

Blackstone had $2.3 billion of investment commitments as of June 30, 2016 representing general partner capital funding commitments to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. The consolidated Blackstone Funds had signed investment commitments of $55.5 million as of June 30, 2016 which includes $37.5 million of signed investment commitments for portfolio company acquisitions in the process of closing.

Contingencies

Guarantees

Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the on-going business activities and/or acquisitions of their Portfolio Companies. There is no direct recourse to the Partnership to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, the Partnership’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by consolidated real estate funds was $6.7 million as of June 30, 2016.

The Blackstone Holdings Partnerships provided guarantees to a lending institution for certain loans held by employees either for investment in Blackstone Funds or for members’ capital contributions to Blackstone Group International Partners LLP. The amount guaranteed as of June 30, 2016 was $144.5 million.

Litigation

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

Contingent Obligations (Clawback)

Carried Interest is subject to clawback to the extent that the Carried Interest received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability. The lives of the carry funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes, are currently anticipated to expire at various points through 2028. Further extensions of such terms may be implemented under given circumstances.

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The following table presents the clawback obligations by segment:


	June 30, 2016						December 31, 2015
Segment	Blackstone Holdings		Current and Former Personnel		Total		Blackstone Holdings		Current and Former Personnel		Total
Credit	$	2,655	$	2,437	$	5,092	$	1,670	$	1,686	$	3,356

For Private Equity, Real Estate, and certain Credit Funds, a portion of the Carried Interest paid to current and former Blackstone personnel is held in segregated accounts in the event of a cash clawback obligation. These segregated accounts are not included in the Condensed Consolidated Financial Statements of the Partnership, except to the extent a portion of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At June 30, 2016, $586.2 million was held in segregated accounts for the purpose of meeting any clawback obligations of current and former personnel if such payments are required.

In the Credit segment, payment of Carried Interest to the Partnership by the majority of the rescue lending, mezzanine and hedge fund strategies funds is substantially deferred. This deferral mitigates the need to hold funds in segregated accounts in the event of a cash clawback obligation.

If, at June 30, 2016, all of the investments held by the carry funds were deemed worthless, a possibility that management views as remote, the amount of Carried Interest subject to potential clawback would be $4.8 billion, on an after tax basis where applicable, of which $4.4 billion related to Blackstone Holdings and $406.0 million related to current and former Blackstone personnel.

18.

SEGMENT REPORTING

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

Blackstone conducts its alternative asset management businesses through four segments:

•

Private Equity — Blackstone’s Private Equity segment comprises its management of private equity funds, certain opportunistic investment funds, a core private equity fund and secondary private funds of funds.

•

Real Estate — Blackstone’s Real Estate segment primarily comprises its management of global, European focused and Asian focused opportunistic real estate funds as well as core+ real estate funds. In addition, the segment has debt investment funds and a publicly traded REIT targeting non-controlling real estate debt-related investment opportunities in the public and private markets, primarily in the United States and Europe.

•

Hedge Fund Solutions — Blackstone’s Hedge Fund Solutions segment is comprised principally of Blackstone Alternative Asset Management (“BAAM”), which manages a broad range of commingled and customized hedge fund of fund solutions. The Hedge Fund Solutions business also includes investment platforms that seed new hedge fund talent, purchase ownership interests in more established hedge funds, invest in special situation opportunities, create alternative solutions in regulated structures and trade long and short public equities.

•

Credit — Blackstone’s Credit segment, which consists principally of GSO Capital Partners LP (“GSO”), manages credit-focused products within private and public debt market strategies. GSO’s products include senior credit-focused funds, mezzanine funds, distressed debt funds, general credit-focused funds, registered investment companies, separately managed accounts and CLO vehicles.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

These business segments are differentiated by their various sources of income. The Private Equity, Real Estate, Hedge Fund Solutions and Credit segments primarily earn their income from management fees and investment returns on assets under management.

Blackstone uses Economic Income (“EI”) as a key measure of value creation, a benchmark of its performance and in making resource deployment and compensation decisions across its four segments. EI represents segment net income before taxes excluding transaction-related charges. Transaction-related charges arise from Blackstone’s IPO and long-term retention programs outside of annual deferred compensation and other corporate actions, including acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets and contingent consideration associated with acquisitions. EI presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages. Economic Net Income (“ENI”) represents EI adjusted to include current period taxes. Taxes represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision for Taxes.

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

On October 1, 2015, Blackstone completed the spin-off of the operations that historically constituted Blackstone’s Financial Advisory segment, other than Blackstone’s capital markets services business. Blackstone’s capital markets services business was retained and was not part of the spin-off. These historical operations included various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. As of October 1, 2015, Blackstone no longer reported a Financial Advisory segment. Results of the historical Financial Advisory segment are included herein for comparative purposes only. The results of Blackstone’s capital markets services business were reclassified from the Financial Advisory segment to the Private Equity segment. All prior periods have been recast to reflect this reclassification.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The following table presents the financial data for Blackstone’s four segments for the three months ended June 30, 2016 and 2015:


	Three Months Ended June 30, 2016
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total Segments
Segment Revenues
Management and Advisory Fees, Net
Base Management Fees	$	131,477		$	201,004		$	130,123		$	131,392		$	593,996
Advisory Fees		1,277			—			—			—			1,277
Transaction and Other Fees, Net		9,812			21,112			(5	)		1,424			32,343
Management Fee Offsets		(4,195	)		(1,219	)		—			(9,982	)		(15,396	)

Total Management and Advisory Fees, Net		138,371			220,897			130,118			122,834			612,220

Performance Fees
Realized
Carried Interest		57,056			266,382			—			296			323,734
Incentive Fees		—			6,099			(251	)		23,515			29,363
Unrealized
Carried Interest		85,047			(84,875	)		801			87,295			88,268
Incentive Fees		—			5,942			1,036			1,029			8,007

Total Performance Fees		142,103			193,548			1,586			112,135			449,372

Investment Income (Loss)
Realized		22,926			19,929			(515	)		11,330			53,670
Unrealized		(2,766	)		(8,902	)		9,357			8,412			6,101

Total Investment Income		20,160			11,027			8,842			19,742			59,771
Interest and Dividend Revenue		9,516			13,084			5,205			7,428			35,233
Other		3,395			2,231			1,125			1,795			8,546

Total Revenues		313,545			440,787			146,876			263,934			1,165,142

Expenses
Compensation and Benefits Compensation		83,140			102,888			44,436			55,691			286,155
Performance Fee Compensation
Realized
Carried Interest		30,946			56,441			—			194			87,581
Incentive Fees		—			3,300			1,325			10,626			15,251
Unrealized
Carried Interest		19,450			14,257			238			41,257			75,202
Incentive Fees		—			2,542			480			(333	)		2,689

Total Compensation and Benefits		133,536			179,428			46,479			107,435			466,878
Other Operating Expenses		48,371			52,201			27,218			29,464			157,254

Total Expenses		181,907			231,629			73,697			136,899			624,132

Economic Income	$	131,638		$	209,158		$	73,179		$	127,035		$	541,010

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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


	Three Months Ended June 30, 2015
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Financial Advisory			Total Segments
Segment Revenues
Management and Advisory Fees, Net
Base Management Fees	$	121,918		$	140,743		$	130,216		$	123,615		$	—		$	516,492
Advisory Fees		4,843			—			—			—			72,155			76,998
Transaction and Other Fees, Net		(11,842	)		21,510			—			2,060			—			11,728
Management Fee Offsets		(9,028	)		(5,428	)		(608	)		(3,370	)		—			(18,434	)

Total Management and Advisory Fees, Net		105,891			156,825			129,608			122,305			72,155			586,784

Performance Fees
Realized
Carried Interest		546,575			363,983			—			26,925			—			937,483
Incentive Fees		—			1,220			16,915			29,684			—			47,819
Unrealized
Carried Interest		(305,573	)		(188,608	)		8,014			44,218			—			(441,949	)
Incentive Fees		—			3,935			15,855			6,521			—			26,311

Total Performance Fees		241,002			180,530			40,784			107,348			—			569,664

Investment Income (Loss)
Realized		50,258			85,432			(1,757	)		2,723			(159	)		136,497
Unrealized		(22,301	)		(107,691	)		2,032			2,760			(523	)		(125,723	)

Total Investment Income (Loss)		27,957			(22,259	)		275			5,483			(682	)		10,774
Interest and Dividend Revenue		7,669			10,259			3,970			5,938			3,190			31,026
Other		2,515			1,077			459			34			(112	)		3,973

Total Revenues		385,034			326,432			175,096			241,108			74,551			1,202,221

Expenses
Compensation and Benefits Compensation		68,106			79,484			45,841			47,124			48,797			289,352
Performance Fee Compensation Realized
Carried Interest		106,502			116,168			—			15,362			—			238,032
Incentive Fees		—			671			8,711			12,455			—			21,837
Unrealized
Carried Interest		(25,574	)		(50,559	)		4,077			21,497			—			(50,559	)
Incentive Fees		—			230			3,764			2,137			—			6,131

Total Compensation and Benefits		149,034			145,994			62,393			98,575			48,797			504,793
Other Operating Expenses		62,571			43,346			20,499			23,539			18,446			168,401

Total Expenses		211,605			189,340			82,892			122,114			67,243			673,194

Economic Income	$	173,429		$	137,092		$	92,204		$	118,994		$	7,308		$	529,027

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The following table reconciles the Total Segments to Blackstone’s Income (Loss) Before Provision for Taxes for the three months ended June 30, 2016 and 2015:


	Three Months Ended June 30, 2016							Three Months Ended June 30, 2015
	Total Segments		Consolidation Adjustments and Reconciling Items			Blackstone Consolidated		Total Segments		Consolidation Adjustments and Reconciling Items			Blackstone Consolidated
Revenues	$	1,165,142	$	27,284	(a)	$	1,192,426	$	1,202,221	$	22,981	(a)	$	1,225,202
Expenses	$	624,132	$	88,471	(b)	$	712,603	$	673,194	$	241,238	(b)	$	914,432
Other Income	$	—	$	30,703	(c)	$	30,703	$	—	$	82,015	(c)	$	82,015
Economic Income	$	541,010	$	(30,484)	(d)	$	510,526	$	529,027	$	(136,242)	(d)	$	392,785

(a)

The Revenues adjustment represents management and performance fees earned from Blackstone Funds which were eliminated in consolidation to arrive at Blackstone consolidated revenues, non-segment related Investment Income (Loss), which is included in Blackstone consolidated revenues and the elimination of inter-segment interest income.

(b)

The Expenses adjustment represents the addition of expenses of the consolidated Blackstone Funds to the Blackstone unconsolidated expenses, amortization of intangibles, expenses related to transaction-related equity-based compensation and the elimination of inter-segment interest expense to arrive at Blackstone consolidated expenses.

(c)	The Other Income adjustment results from the following:


	Three Months Ended June 30,
	2016			2015
Fund Management Fees and Performance Fees Eliminated in Consolidation and Transactional Investment Loss	$	(27,716	)	$	(31,781	)
Fund Expenses Added in Consolidation		(3,310	)		33,677
Income Associated with Non-Controlling Interests of Consolidated Entities		62,680			80,496
Transaction-Related Other Loss		(951	)		(377	)

Total Consolidation Adjustments and Reconciling Items	$	30,703		$	82,015

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


	Three Months Ended June 30,
	2016			2015
Economic Income	$	541,010		$	529,027

Adjustments
Amortization of Intangibles		(23,208	)		(24,720	)
Transaction-Related Charges		(69,956	)		(192,018	)
Income Associated with Non-Controlling Interests of Consolidated Entities		62,680			80,496

Total Consolidation Adjustments and Reconciling Items		(30,484	)		(136,242	)

Income Before Provision for Taxes	$	510,526		$	392,785

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The following table presents the financial data for Blackstone’s four segments as of and for the six months ended June 30, 2016 and 2015:


	June 30, 2016 and the Six Months Then Ended
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total Segments
Segment Revenues
Management and Advisory Fees, Net
Base Management Fees	$	262,125		$	400,911		$	260,281		$	257,382		$	1,180,699
Advisory Fees		1,758			—			—			—			1,758
Transaction and Other Fees, Net		18,251			56,906			538			2,766			78,461
Management Fee Offsets		(11,043	)		(4,814	)		—			(19,640	)		(35,497	)

Total Management and Advisory Fees, Net		271,091			453,003			260,819			240,508			1,225,421

Performance Fees
Realized
Carried Interest		87,338			467,009			—			296			554,643
Incentive Fees		—			10,168			2,433			45,212			57,813
Unrealized
Carried Interest		158,922			(96,397	)		833			72,516			135,874
Incentive Fees		—			15,707			(1,899	)		1,299			15,107

Total Performance Fees		246,260			396,487			1,367			119,323			763,437

Investment Income (Loss)
Realized		7,569			32,904			(5,260	)		8,356			43,569
Unrealized		12,674			(11,039	)		(2,934	)		(9,149	)		(10,448	)

Total Investment Income (Loss)		20,243			21,865			(8,194	)		(793	)		33,121
Interest and Dividend Revenue		19,365			26,272			10,501			14,176			70,314
Other		1,808			322			(263	)		431			2,298

Total Revenues		558,767			897,949			264,230			373,645			2,094,591

Expenses
Compensation and Benefits Compensation		163,414			203,466			98,605			108,073			573,558
Performance Fee Compensation
Realized
Carried Interest		46,373			99,517			—			194			146,084
Incentive Fees		—			5,433			3,188			20,753			29,374
Unrealized
Carried Interest		28,746			41,960			238			34,259			105,203
Incentive Fees		—			6,700			(715	)		152			6,137

Total Compensation and Benefits		238,533			357,076			101,316			163,431			860,356
Other Operating Expenses		96,434			100,298			53,364			55,684			305,780

Total Expenses		334,967			457,374			154,680			219,115			1,166,136

Economic Income	$	223,800		$	440,575		$	109,550		$	154,530		$	928,455

Segment Assets as of June 30, 2016	$	5,800,049		$	7,279,766		$	1,668,153		$	2,907,645		$	17,655,613

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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


	Six Months Ended June 30, 2015
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Financial Advisory			Total Segments
Segment Revenues
Management and Advisory Fees, Net
Base Management Fees	$	230,301		$	293,091		$	260,853		$	248,644		$	—		$	1,032,889
Advisory Fees		7,272			—			—			—			153,964			161,236
Transaction and Other Fees, Net		8,517			36,726			25			3,517			16			48,801
Management Fee Offsets		(13,977	)		(10,294	)		(888	)		(11,220	)		—			(36,379	)

Total Management and Advisory Fees, Net		232,113			319,523			259,990			240,941			153,980			1,206,547

Performance Fees
Realized
Carried Interest		929,553			1,175,232			—			40,292			—			2,145,077
Incentive Fees		—			1,943			27,431			48,115			—			77,489
Unrealized
Carried Interest		261,249			(369,627	)		8,014			32,267			—			(68,097	)
Incentive Fees		—			10,004			63,282			15,645			—			88,931

Total Performance Fees		1,190,802			817,552			98,727			136,319			—			2,243,400

Investment Income (Loss)
Realized		95,074			156,776			(12,132	)		4,960			(389	)		244,289
Unrealized		9,186			(70,181	)		6,515			9,647			959			(43,874	)

Total Investment Income (Loss)		104,260			86,595			(5,617	)		14,607			570			200,415
Interest and Dividend Revenue		15,287			20,256			7,919			11,589			6,426			61,477
Other		690			(2,900	)		(1,148	)		3,527			(1,068	)		(899	)

Total Revenues		1,543,152			1,241,026			359,871			406,983			159,908			3,710,940

Expenses
Compensation and Benefits Compensation		139,178			164,318			101,945			97,001			116,748			619,190
Performance Fee Compensation Realized
Carried Interest		145,984			362,664			—			21,632			—			530,280
Incentive Fees		—			1,027			12,181			20,856			—			34,064
Unrealized
Carried Interest		152,546			(148,643	)		4,077			15,841			—			23,821
Incentive Fees		—			2,805			19,415			8,872			—			31,092

Total Compensation and Benefits		437,708			382,171			137,618			164,202			116,748			1,238,447
Other Operating Expenses		101,446			83,489			41,705			45,375			39,668			311,683

Total Expenses		539,154			465,660			179,323			209,577			156,416			1,550,130

Economic Income	$	1,003,998		$	775,366		$	180,548		$	197,406		$	3,492		$	2,160,810

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

The following table reconciles the Total Segments to Blackstone’s Income (Loss) Before Provision for Taxes and Total Assets as of and for the six months ended June 30, 2016 and 2015:


	June 30, 2016 and the Six Months Then Ended							Six Months Ended June 30, 2015
	Total Segments		Consolidation Adjustments and Reconciling Items			Blackstone Consolidated		Total Segments		Consolidation Adjustments and Reconciling Items			Blackstone Consolidated
Revenues	$	2,094,591	$	30,189	(a)	$	2,124,780	$	3,710,940	$	26,620	(a)	$	3,737,560
Expenses	$	1,166,136	$	164,177	(b)	$	1,330,313	$	1,550,130	$	506,870	(b)	$	2,057,000
Other Income	$	—	$	49,845	(c)	$	49,845	$	—	$	175,570	(c)	$	175,570
Economic Income (Loss)	$	928,455	$	(84,143)	(d)	$	844,312	$	2,160,810	$	(304,680)	(d)	$	1,856,130
Total Assets	$	17,655,613	$	5,386,045	(e)	$	23,041,658

(a)

The Revenues adjustment represents management and performance fees earned from Blackstone Funds that were eliminated in consolidation to arrive at Blackstone consolidated revenues, non-segment related Investment Income (Loss), which is included in Blackstone consolidated revenues and the elimination of inter-segment interest income.

(b)

(c)	The Other Income adjustment results from the following:


	Six Months Ended June 30,
	2016			2015
Fund Management Fees and Performance Fees Eliminated in Consolidation and Transactional Investment Loss	$	(30,473	)	$	(35,492	)
Fund Expenses Added in Consolidation		(9,157	)		43,044
Income Associated with Non-Controlling Interests of Consolidated Entities		96,365			169,819
Transaction-Related Other Loss		(6,890	)		(1,801	)

Total Consolidation Adjustments and Reconciling Items	$	49,845		$	175,570

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


	Six Months Ended June 30,
	2016			2015
Economic Income	$	928,455		$	2,160,810

Adjustments
Amortization of Intangibles		(46,416	)		(50,619	)
Transaction-Related Charges		(134,092	)		(423,880	)
Income Associated with Non-Controlling Interests of Consolidated Entities		96,365			169,819

Total Consolidation Adjustments and Reconciling Items		(84,143	)		(304,680	)

Income Before Provision for Taxes	$	844,312		$	1,856,130

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

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

19.

SUBSEQUENT EVENTS

There have been no events since June 30, 2016 that require recognition or disclosure in the Condensed Consolidated Financial Statements.

ITEM 1A.

UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION

THE BLACKSTONE GROUP L.P.

Unaudited Consolidating Statements of Financial Condition

(Dollars in Thousands)


	June 30, 2016
	Consolidated Operating Partnerships			Consolidated Blackstone Funds (a)		Reclasses and Eliminations			Consolidated
Assets
Cash and Cash Equivalents	$	1,495,466		$	—	$	—		$	1,495,466
Cash Held by Blackstone Funds and Other		167,073			569,188		—			736,261
Investments		10,591,408			4,968,911		(423,819	)		15,136,500
Accounts Receivable		435,704			254,302		—			690,006
Reverse Repurchase Agreements		43,885			—		—			43,885
Due from Affiliates		1,278,051			33,691		(19,436	)		1,292,306
Intangible Assets, Net		299,892			—		—			299,892
Goodwill		1,718,519			—		—			1,718,519
Other Assets		340,353			3,208		—			343,561
Deferred Tax Assets		1,285,262			—		—			1,285,262

Total Assets	$	17,655,613		$	5,829,300	$	(443,255	)	$	23,041,658

Liabilities and Partners’ Capital
Loans Payable	$	2,799,977		$	3,941,751	$	—		$	6,741,728
Due to Affiliates		1,185,579			101,562		(21,278	)		1,265,863
Accrued Compensation and Benefits		2,091,699			—		—			2,091,699
Securities Sold, Not Yet Purchased		61,831			53,965		—			115,796
Repurchase Agreements		4,500			51,853		—			56,353
Accounts Payable, Accrued Expenses and Other Liabilities		413,100			241,699		—			654,799

Total Liabilities		6,556,686			4,390,830		(21,278	)		10,926,238

Redeemable Non-Controlling Interests in Consolidated Entities		—			174,005		—			174,005

Partners’ Capital
Partners’ Capital		6,209,081			422,110		(422,804	)		6,208,387
Accumulated Other Comprehensive Income (Loss)		(46,714	)		—		827			(45,887	)
Non-Controlling Interests in Consolidated Entities		1,696,204			842,355		—			2,538,559
Non-Controlling Interests in Blackstone Holdings		3,240,356			—		—			3,240,356

Total Partners’ Capital		11,098,927			1,264,465		(421,977	)		11,941,415

Total Liabilities and Partners’ Capital	$	17,655,613		$	5,829,300	$	(443,255	)	$	23,041,658

THE BLACKSTONE GROUP L.P.

Unaudited Consolidating Statements of Financial Condition

(Dollars in Thousands)


	December 31, 2015
	Consolidated Operating Partnerships			Consolidated Blackstone Funds (a)		Reclasses and Eliminations			Consolidated
Assets
Cash and Cash Equivalents	$	1,837,324		$	—	$	—		$	1,837,324
Cash Held by Blackstone Funds and Other		148,660			438,472		—			587,132
Investments		10,186,419			4,591,465		(453,787	)		14,324,097
Accounts Receivable		461,610			151,543		—			613,153
Reverse Repurchase Agreements		204,893			—		—			204,893
Due from Affiliates		1,224,692			25,722		(9,617	)		1,240,797
Intangible Assets, Net		345,547			—		—			345,547
Goodwill		1,718,519			—		—			1,718,519
Other Assets		374,270			2,919		—			377,189
Deferred Tax Assets		1,277,429			—		—			1,277,429

Total Assets	$	17,779,363		$	5,210,121	$	(463,404	)	$	22,526,080

Liabilities and Partners’ Capital
Loans Payable	$	2,797,060		$	3,319,687	$	—		$	6,116,747
Due to Affiliates		1,244,748			50,892		(12,940	)		1,282,700
Accrued Compensation and Benefits		2,029,900			18		—			2,029,918
Securities Sold, Not Yet Purchased		99,392			77,275		—			176,667
Repurchase Agreements		970			39,959		—			40,929
Accounts Payable, Accrued Expenses and Other Liabilities		422,905			225,757		—			648,662

Total Liabilities		6,594,975			3,713,588		(12,940	)		10,295,623

Redeemable Non-Controlling Interests in Consolidated Entities		—			183,459		—			183,459

Partners’ Capital
Partners’ Capital		6,323,025			450,417		(451,135	)		6,322,307
Accumulated Other Comprehensive Income (Loss)		(53,190	)		—		671			(52,519	)
Non-Controlling Interests in Consolidated Entities		1,546,044			862,657		—			2,408,701
Non-Controlling Interests in Blackstone Holdings		3,368,509			—		—			3,368,509

Total Partners’ Capital		11,184,388			1,313,074		(450,464	)		12,046,998

Total Liabilities and Partners’ Capital	$	17,779,363		$	5,210,121	$	(463,404	)	$	22,526,080

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

Blackstone Real Estate Partners VI.C – ESH L.P.

Blackstone Real Estate Special Situations Fund L.P.

Blackstone Real Estate Special Situations Offshore Fund Ltd.

Blackstone Strategic Alliance Fund L.P.

Blackstone/GSO Loan Financing Limited

BSSF I AIV L.P.

BTD CP Holdings, LP

GSO Legacy Associates II LLC

GSO Legacy Associates LLC

Private equity side-by-side investment vehicles

Real estate side-by-side investment vehicles

Mezzanine side-by-side investment vehicles

Collateralized loan obligation vehicles

ITEM 2.

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

The following discussion and analysis should be read in conjunction with The Blackstone Group L.P.’s condensed consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q.

Our Business

Blackstone is one of the largest independent managers of private capital in the world. Our business is organized into four segments:

•

Private Equity. We are a world leader in private equity investing, having managed seven general private equity funds, as well as three sector focused funds, since we established this business in 1987. We refer to these managed corporate private equity funds collectively as our Blackstone Capital Partners (“BCP”) funds. Our Private Equity segment also includes Blackstone Tactical Opportunities (“Tactical Opportunities”), our opportunistic investment platform that invests globally across asset classes, industries and geographies, Strategic Partners Fund Solutions (“Strategic Partners”), a secondary private fund of funds business, Blackstone Total Alternatives Solution (“BTAS”), a multi-asset investment program for eligible high net worth investors offering exposure to certain of Blackstone’s key illiquid investment strategies through a single commitment, and our capital markets services business (“BXCM”). We have also raised capital commitments for Blackstone Core Equity Partners (“BCEP”), which targets control-oriented investments in high-quality companies with durable businesses and seeks to offer a lower level of risk and a longer hold period than traditional private equity.

Our corporate private equity business pursues transactions throughout the world across a variety of transaction types, including large buyouts, mid-cap buyouts, buy and build platforms (which involve multiple acquisitions behind a single management team and platform) and growth equity/development projects (which involve significant minority investments in mature companies and greenfield development projects in energy and power). Tactical Opportunities seeks to capitalize on complex and dislocated market situations across asset classes, industries and geographies in a broad range of investments, including private and public securities, and instruments, where the underlying exposure may be to equity, debt, and/or real assets. Strategic Partners focuses on delivering access to a range of opportunities, leveraging its proprietary database to acquire single fund interests or complex portfolios in an efficient and timely manner.

•

Real Estate. Since our start in 1991, we have become a world leader in real estate investing. We have managed or continue to manage a number of global, European and Asian focused opportunistic real estate funds, several real estate debt investment vehicles, a NYSE publicly traded real estate investment trust (“BXMT”) and several core+ real estate funds. We refer to our opportunistic real estate funds as our Blackstone Real Estate Partners (“BREP”) funds, our real estate debt investment vehicles as our Blackstone Real Estate Debt Strategies (“BREDS”) funds and our core+ real estate funds as our Blackstone Property Partners (“BPP”) funds.

Our BREP funds are geographically diversified and target a broad range of “opportunistic” real estate and real estate related investments that are generally undermanaged assets with higher potential for equity appreciation. BREP has made significant investments in lodging, office buildings, shopping centers, residential, industrial and a variety of real estate operating companies.

Our BREDS vehicles target real estate debt-related investment opportunities in the public and private markets, primarily in the United States and Europe.

Our BPP funds are geographically diversified and target substantially stabilized assets generating relatively stable cash flow with a focus on office, multifamily, industrial and retail assets in gateway markets.

•

Hedge Fund Solutions. Blackstone’s Hedge Fund Solutions segment is comprised principally of Blackstone Alternative Asset Management (“BAAM”). BAAM is the world’s largest discretionary

allocator to hedge funds, managing a broad range of commingled and customized hedge fund of fund solutions since its inception in 1990. The Hedge Fund Solutions segment also includes investment platforms that seed new hedge fund talent, purchase ownership interests in more established hedge funds, invest in special situation opportunities, create alternative solutions in regulated structures and trade long and short public equities.

•

Credit. Our Credit segment consists principally of GSO Capital Partners LP (“GSO”), a global leader in managing credit-focused products within private and public debt market strategies. GSO’s products include senior credit-focused funds, mezzanine funds, distressed debt funds, general credit-focused funds, registered investment companies, separately managed accounts and collateralized loan obligation (“CLO”) vehicles.

We generate revenue from fees earned pursuant to contractual arrangements with funds, fund investors and fund portfolio companies (including management, transaction and monitoring fees), and from capital markets services. We invest in the funds we manage and, in most cases, receive a preferred allocation of income (i.e., a Carried Interest) or an incentive fee from an investment fund in the event that specified cumulative investment returns are achieved (generally collectively referred to as “Performance Fees”). The composition of our revenues will vary based on market conditions and the cyclicality of the different businesses in which we operate. Net investment gains and investment income generated by the Blackstone Funds, principally private equity and real estate funds, are driven by value created by our operating and strategic initiatives as well as overall market conditions. Fair values are affected by changes in the fundamentals of the portfolio company, the portfolio company’s industry, the overall economy and other market conditions.

Business Environment

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

Despite some signs of steadying during much of the second quarter of 2016, volatility across global equity and debt markets persisted, particularly in the last days of June as the U.K. voted to leave the European Union (“Brexit”). Upon the news of Brexit, most major equity indices declined sharply, although there was some recovery into quarter close. The S&P 500 ended the quarter up 2%, the FTSE 100 up 5%, the Euro Stoxx down 5%, the Nikkei 225 down 7% and both the MSCI World and Hang Seng indices flat at 0%.

Following Brexit, the CBOE volatility index surged 49% to 25.76, only to end the quarter at 15.63, down 14% year-to-date. Currency markets also experienced significant volatility. In the days preceding the referendum, the pound rallied, only to end the quarter down 8% versus the U.S. dollar. The euro declined less dramatically, down 2% for the quarter, and the U.S. dollar and Japanese yen strengthened as investors sought safe havens.

Bond markets rebounded during the second quarter. Investment grade corporate debt rose 4%, U.S. sovereign debt gained 2% and high yield debt rose 5%. Central banks have remained accommodative, holding interest rates at or near record lows. The 10 year U.S. Treasury, for example, ended the quarter at 1.49%, its lowest point since July 2012, and subsequent to the end of the quarter dropped to an all-time low of 1.37%. Globally, two-thirds of developed nation government debt pays less than 1% and one-third now trades at negative yields.

While concerns over the pace of economic growth and the impact of central bank monetary policy persist, U.S. equity markets have performed well into the third quarter, with the S&P 500 and Dow reaching all-time highs in July. The overall economic outlook for the second half of 2016 remains moderate, with current forecasts calling for global economic growth of 3.1% and U.S. economic growth of 2.2% year over year. In line with the first quarter, GDP in China expanded by 6.7% year over year, further supporting the idea of stabilization.

The price of oil has continued to rally, with West Texas Intermediate Crude ending the second quarter at $48.33 after reaching a 13-year low of $26.21 a barrel in February. Despite significant gains in the first and second

quarters of 2016, oil prices remain well below the $80 to $100 a barrel range that characterized the past decade. Natural gas prices increased sharply during the quarter, gaining 49%, while gasoline prices across the U.S. continued to stay low, averaging $2.25 a gallon during the quarter.

While corporate credit defaults moderated in the second quarter, 2016 already ranks as the sixth highest annual total on record. Overall capital markets volumes improved, though growth in debt issuance vastly outpaced equity. Global debt volume reached $3.5 trillion during the first half of 2016, up 3% year over year, while global equity volume was $332 billion during the first half of the year, down 40% year over year. Despite three prior quarters with more than $1 trillion in volume, global mergers and acquisitions fell during the second quarter to $952 billion. In the U.S., private equity firms made investments worth $30 billion, down from $33 billion during the second quarter of 2015. Despite the year over year decline, volumes were up $17 billion as compared to the first quarter of 2016, suggesting some recovery since the beginning of the year.

Prior to Brexit, economic data and financial market developments suggested that the global economy was advancing as expected, with low growth among developed economies and some improvement in a few large emerging markets, such as Brazil and Russia. Although the final weeks of the second quarter of 2016 were marked by volatility and economic concerns surrounding Brexit, most markets have since recovered significantly. Economists and investors are now grappling with uncertainty in Europe, expecting a slowdown and the potential for a U.K. recession. Despite this negative outlook, expected impact to other economies, such as the U.S. and China, is muted. Long-term global economic stabilization appears to be predicated on eventual agreements between the European Union and the U.K., limited economic barriers and political fallout and minimal financial market disruption.

Organizational Structure

The simplified diagram below depicts our current organizational structure. The diagram does not depict all of our subsidiaries, including intermediate holding companies through which certain of the subsidiaries depicted are held.

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Key Financial Measures and Indicators

We manage our business using traditional financial measures and key operating metrics since we believe these metrics measure the productivity of our investment activities. Our key financial measures and indicators are discussed below.

Revenues

Revenues primarily consist of management and advisory fees, performance fees, investment income, interest and dividend revenue and other. Please refer to “Part I. Item 1. Business — Incentive Arrangements / Fee Structure” in our Annual Report on Form 10-K for the year ended December 31, 2015 and “Critical Accounting Policies — Revenue Recognition” for additional information regarding the manner in which Base Management Fees and Performance Fees are generated.

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

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

Transaction and other fees (including monitoring fees) are fees charged directly to managed 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 by an amount equal to a portion of the transaction and other fees directly paid to the Partnership by the portfolio companies. We refer to these amounts as management fee reductions. 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 the limited partners of the Blackstone Funds, which are granted based on the amount such limited partners reimburse the Blackstone Funds for placement fees.

Advisory fees consist of advisory retainer and transaction-based fee arrangements related to capital markets services. 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.

Accrued but unpaid Management and Advisory Fees, net of management fee reductions and management fee offsets, as of the reporting date are included in Accounts Receivable or Due from Affiliates in the Condensed Consolidated Statements of Financial Condition. Management fees paid by limited partners to the Blackstone Funds and passed on to Blackstone are not considered affiliate revenues.

Performance Fees — Performance Fees earned on the performance of Blackstone’s hedge fund structures (“Incentive Fees”) 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 Incentive Fees charged directly to investors in Blackstone’s offshore hedge funds as of the reporting date are recorded within Due from Affiliates in the Condensed Consolidated Statements of Financial Condition. Accrued but unpaid Incentive Fees on onshore funds as of the reporting date are reflected in Investments in the Condensed Consolidated Statements of Financial Condition. Incentive Fees are realized at the end of a measurement period, typically annually. Once realized, such fees are not subject to clawback or reversal.

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

Carried Interest is realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return or, in limited instances, after certain thresholds for return of capital are met. Carried Interest is subject to clawback to the extent that the Carried Interest received to date exceeds the amount due to Blackstone based on cumulative results. As such, the accrual for potential repayment of previously received Carried Interest, 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. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain funds, including certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability.

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. 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 miscellaneous income and foreign exchange gains and losses arising on transactions denominated in currencies other than U.S. dollars.

Expenses

Compensation and Benefits — Compensation — Compensation and Benefits consists of (a) employee compensation, comprising salary and bonus, and benefits paid and payable to employees and senior managing directors and (b) equity-based compensation associated with the grants of equity-based awards to employees and senior managing directors. Compensation cost relating to the issuance of equity-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, except in the case of (a) equity-based awards that do not require future service, which are expensed immediately and (b) certain awards to recipients that meet specified criteria making them eligible for retirement treatment (allowing such recipient to keep a percentage of those awards upon departure from Blackstone after becoming eligible for retirement), for which the expense for the portion of the

award that would be retained in the event of retirement is either expensed immediately or amortized to the retirement date. Cash settled equity-based awards are classified as liabilities and are remeasured at the end of each reporting period.

Compensation and Benefits — Performance Fee — Performance Fee Compensation consists of Carried Interest (which may be distributed in cash or in-kind) and Incentive Fee allocations, and may in future periods also include allocations of investment income from Blackstone’s firm investments, to employees and senior managing directors participating in certain profit sharing initiatives. Such compensation expense is subject to both positive and negative adjustments. Unlike Carried Interest and Incentive Fees, compensation expense is based on the performance of individual investments held by a fund rather than on a fund by fund basis. Compensation received from advisory clients in the form of securities of such clients may also be allocated to employees and senior managing directors.

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

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

Non-Controlling Interests in Consolidated Entities

Non-Controlling Interests in Consolidated Entities represent the component of Partners’ Capital in consolidated Blackstone Funds held by third party investors and employees. The percentage interests held by third parties and employees is adjusted for general partner allocations and by subscriptions and redemptions in funds of hedge funds and certain credit-focused funds which occur during the reporting period. In addition, all non-controlling interests in consolidated Blackstone Funds are attributed a share of income (loss) arising from the respective funds and a share of other comprehensive income, if applicable. Income (Loss) is allocated to non-controlling interests in consolidated entities based on the relative ownership interests of third party investors and employees after considering any contractual arrangements that govern the allocation of income (loss) such as fees allocable to The Blackstone Group L.P.

Redeemable Non-Controlling Interests in Consolidated Entities

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

Non-Controlling Interests in Blackstone Holdings

Non-Controlling Interests in Blackstone Holdings represent the component of Partners’ Capital in the consolidated Blackstone Holdings Partnerships held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships.

Certain costs and expenses are borne directly by the Holdings Partnerships. Income (Loss), excluding those costs directly borne by and attributable to the Holdings Partnerships, is attributable to Non-Controlling Interests in

Blackstone Holdings. This residual attribution is based on the year to date average percentage of Blackstone Holdings Partnership Units held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships.

Income Taxes

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

Income taxes are accounted for using the 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 Condensed Consolidated Statements of Financial Condition.

Blackstone uses the flow-through method to account for investment tax credits. Under this method, the investment tax credits are recognized as a reduction to income tax expense.

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. Blackstone records uncertain tax positions on the basis of a two-step process: (a) 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. Blackstone recognizes accrued interest and penalties related to uncertain tax positions in General, Administrative, and Other expenses within the Condensed Consolidated Statements of Operations.

There remains some uncertainty regarding Blackstone’s future taxation levels. Over the past several years, a number of legislative and administrative proposals to change the taxation of Carried Interest have been introduced and, in certain cases, have been passed by the U.S. House of Representatives that would have, in general, treated income and gains, including gain on sale, attributable to an investment services partnership interest, or “ISPI”, as income subject to a new blended tax rate that is higher than the capital gains rate applicable to such income under current law, except to the extent such ISPI would have been considered under the legislation to be a qualified capital interest. Our common units and the interests that we hold in entities that are entitled to receive Carried Interest would likely have been classified as ISPIs for purposes of this legislation. It is unclear whether or when the U.S. Congress will pass such legislation or what provisions will be included in any final legislation if enacted.

Some legislative proposals have provided that, for taxable years beginning ten years after the date of enactment, income derived with respect to an ISPI that is not a qualified capital interest and that is subject to the foregoing rules would not meet the qualifying income requirements under the publicly traded partnership rules. Therefore, if similar legislation were to be enacted, following such ten-year period, we would be precluded from qualifying as a partnership for U.S. federal income tax purposes or be required to hold all such ISPIs through corporations.

The Obama administration has made similar proposals that would tax income and gain, including gain on sale, attributable to an ISPI at ordinary rates, with an exception for certain qualified capital interests. The proposals would also characterize certain income and gain in respect of ISPIs as non-qualifying income under the tax rules applicable to publicly traded partnerships after a ten year transition period from the effective date, with an exception for certain qualified capital interests. The Obama administration proposed similar changes in its published revenue proposals for 2015 and prior years.

States and other jurisdictions have also considered legislation to increase taxes with respect to Carried Interest. For example, New York has considered legislation, which could have caused a non-resident of New York who holds our common units to be subject to New York state income tax on Carried Interest earned by entities in which we hold an indirect interest, thereby requiring the non-resident to file a New York state income tax return reporting such Carried Interest income. It is unclear whether or when similar legislation will be enacted. Finally, several state and local jurisdictions have evaluated ways to subject partnerships to entity level taxation through the imposition of state or local income, franchise or other forms of taxation or to increase the amount of such taxation.

If we were taxed as a corporation or were forced to hold interests in entities earning income from Carried Interest through taxable subsidiary corporations, our effective tax rate could increase significantly. The federal statutory rate for corporations is currently 35%, and the state and local tax rates, net of the federal benefit, aggregate approximately 5%. If a variation of the above described legislation or any other change in the tax laws, rules, regulations or interpretations preclude us from qualifying for treatment as a partnership for U.S. federal income tax purposes under the publicly traded partnership rules or force us to hold interests in entities earning income from Carried Interest through taxable subsidiary corporations, this could materially increase our tax liability, and could well result in a reduction in the market price of our common units.

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

Congress, the Organization for Economic Co-operation and Development (“OECD”) and other government agencies in jurisdictions in which we and our affiliates invest or do business have maintained a focus on issues related to the taxation of multinational companies. The OECD, which represents a coalition of member countries, is contemplating changes to numerous long-standing tax principles through its base erosion and profit shifting project, which is focused on a number of issues, including the shifting of profits between affiliated entities in different tax jurisdictions. Additionally, the Obama administration has announced other proposals for potential reform to the U.S. federal income tax rules for businesses, including reducing the deductibility of interest for corporations, anti-inversion rules, reducing the top marginal rate on corporations and subjecting entities currently treated as partnerships for tax purposes to an entity-level income tax similar to the corporate income tax. Several of these proposals for reform, if enacted by the United States or by other countries in which we or our affiliates invest or do business, could adversely affect us. It is unclear what any actual legislation would provide, when it would be proposed or what its prospects for enactment would be. In addition, the Treasury and the Internal Revenue Service

recently proposed regulations to restrict interest deductions for certain related-party debt that could, if finalized, adversely affect us or our investments. It is unclear whether or in what form such regulations would be finalized.

Other proposals by members of Congress have contemplated the migration of the United States from a “worldwide” system of taxation, pursuant to which U.S. corporations are taxed on their worldwide income, to a territorial system where U.S. corporations are taxed only on their U.S. source income (subject to certain exceptions for income derived in low-tax jurisdictions from the exploitation of tangible assets) at a top corporate tax rate that would be 25%. Such proposals include revenue raisers to offset the reduction in the tax rate and base which may or may not be detrimental to us. A variation of this proposal completes a similar territorial U.S. tax system, but with more expansive U.S. taxation of the foreign profits of non-U.S. subsidiaries of U.S. corporations. Such proposal would also eliminate the withholding tax exemption on portfolio interest debt obligations for investors residing in non-treaty jurisdictions. Speaker of the House Paul Ryan has also identified comprehensive tax reform as a priority for the next Congress. Furthermore, recent legislation has proposed audit procedure adjustments that could affect large partnerships like us. Whether these proposals will be enacted by the government and in what form is unknown, as are the ultimate consequences of the proposed legislation.

In addition, legislation was recently enacted that significantly changes the rules for U.S. federal income tax audits of partnerships. Such audits will continue to be conducted at the partnership level, but with respect to tax returns for taxable years beginning after December 31, 2017, and unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. Under the elective alternative procedure, a partnership would issue information returns to persons who were partners in the audited year, who would then be required to take the adjustments into account in calculating their own tax liability, and the partnership would not be liable for the adjustments. If a partnership elects the alternative procedure for a given adjustment, the amount of taxes for which its partners would be liable would be increased by any applicable penalties and a special interest charge. There can be no assurance that we will be eligible to make such an election or that we will, in fact, make such an election for any given adjustment. If we do not or are not able to make such an election, then (a) our then-current common unitholders, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had we elected the alternative procedure, and (b) a given common unitholder may indirectly bear taxes attributable to income allocable to other common unitholders or former common unitholders, including taxes (as well as interest and penalties) with respect to periods prior to such holder’s ownership of common units. Amounts available for distribution to our common unitholders may be reduced as a result of our obligation to pay any taxes associated with an adjustment. Many issues with respect to, and the overall effect of, this new legislation on us are uncertain, and common unitholders should consult their own tax advisors regarding all aspects of this legislation as it affects their particular circumstances.

Economic Income

Fee Related Earnings

Blackstone uses Fee Related Earnings (“FRE”), which is derived from EI, as a measure to highlight earnings from operations excluding: (a) the income related to performance fees and related carry plan costs and (b) income earned from Blackstone’s investments in the Blackstone Funds. Management uses FRE as a measure to assess whether recurring revenue from our businesses is sufficient to adequately cover all of our operating expenses and generate profits. FRE equals contractual fee revenues, less (a) compensation expenses (which includes amortization of non-IPO and non-acquisition-related equity-based awards, but excludes amortization of IPO and acquisition-related equity-based awards, Carried Interest and incentive fee compensation) and (b) non-interest operating expenses. See “— Liquidity and Capital Resources — Sources of Liquidity” below for our discussion of FRE.

Distributable Earnings

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

Distributable Earnings, which is a component of Economic Net Income, is the sum across all segments of: (a) Total Management and Advisory Fees, (b) Interest and Dividend Revenue, (c) Other Revenue, (d) Realized Performance Fees, and (e) Realized Investment Income (Loss); less (a) Compensation, excluding the expense of equity-based awards, (b) Realized Performance Fee Compensation, (c) Other Operating Expenses, and (d) Taxes and Related Payables Under the Tax Receivable Agreement.

Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization

Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization (“Adjusted EBITDA”), is a supplemental non-GAAP measure derived from our segment reported results and may be used to assess our ability to service our borrowings. Adjusted EBITDA represents Distributable Earnings plus the addition of (a) Interest Expense, (b) Taxes and Related Payables Including Payable Under Tax Receivable Agreement, and (c) Depreciation and Amortization. See “— Liquidity and Capital Resources — Sources of Liquidity” below for our calculation of Adjusted EBITDA.

Summary Walkdown of GAAP to Non-GAAP Financial Metrics

The relationship of our GAAP to non-GAAP financial measures is presented in the summary walkdown below. The summary walkdown shows how each non-GAAP financial measure is related to the other non-GAAP financial measures. This presentation is not meant to be a detailed calculation of each measure, but to show the relationship between the measures. For the calculation of each of these non-GAAP financial measures and a full reconciliation of Income Before Provision for Taxes to Distributable Earnings, please see “— Liquidity and Capital Resources — Sources of Liquidity.”

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Operating Metrics

The alternative asset management business is a complex business that is primarily based on managing third party capital and does not require substantial capital investment to support rapid growth. However, there also can be volatility associated with its earnings and cash flows. Since our inception, we have developed and used various key operating metrics to assess and monitor the operating performance of our various alternative asset management businesses in order to monitor the effectiveness of our value creating strategies.

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

(a)

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

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

(a)

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

the aggregate par amount of collateral assets, including principal cash, of our CLOs, CDOs and certain credit-focused separately managed accounts, and

(h)

the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies.

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

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

The amount of committed undrawn capital available for investment, including general partner and employee commitments, is known as dry powder and is an indicator of the capital we have available for future investments.

Consolidated Results of Operations

Following is a discussion of our consolidated results of operations for the three and six months ended June 30, 2016 and 2015. For a more detailed discussion of the factors that affected the results of our four business segments (which are presented on a basis that deconsolidates the investment funds we manage) in these periods, see “— Segment Analysis” below.

The following tables set forth information regarding our consolidated results of operations and certain key operating metrics for the three and six months ended June 30, 2016 and 2015:


	Three Months Ended June 30,						2016 vs. 2015						Six Months Ended June 30,						2016 vs. 2015
	2016			2015			$			%			2016			2015			$			%
	(Dollars in Thousands)
Revenues
Management and Advisory Fees, Net	$	607,823		$	574,132		$	33,691			6	%	$	1,216,729		$	1,190,900		$	25,829			2	%

Performance Fees
Realized
Carried Interest		323,734			937,483			(613,749	)		-65	%		554,643			2,145,077			(1,590,434	)		-74	%
Incentive Fees		29,441			47,682			(18,241	)		-38	%		57,860			77,320			(19,460	)		-25	%
Unrealized
Carried Interest		88,292			(441,930	)		530,222			N/M			135,878			(68,090	)		203,968			N/M
Incentive Fees		7,776			25,070			(17,294	)		-69	%		15,355			87,106			(71,751	)		-82	%

Total Performance Fees		449,243			568,305			(119,062	)		-21	%		763,736			2,241,413			(1,477,677	)		-66	%

Investment Income (Loss)
Realized		65,037			157,823			(92,786	)		-59	%		53,036			345,753			(292,717	)		-85	%
Unrealized		40,102			(100,999	)		141,101			N/M			43,595			(82,726	)		126,321			N/M

Total Investment Income		105,139			56,824			48,315			85	%		96,631			263,027			(166,396	)		-63	%

Interest and Dividend Revenue		22,286			21,965			321			1	%		45,361			43,885			1,476			3	%
Other		7,935			3,976			3,959			100	%		2,323			(1,665	)		3,988			N/M

Total Revenues		1,192,426			1,225,202			(32,776	)		-3	%		2,124,780			3,737,560			(1,612,780	)		-43	%

Expenses
Compensation and Benefits
Compensation		355,424			473,019			(117,595	)		-25	%		701,427			1,032,578			(331,151	)		-32	%
Performance Fee Compensation
Realized
Carried Interest		87,580			238,033			(150,453	)		-63	%		146,084			530,281			(384,197	)		-72	%
Incentive Fees		15,250			21,837			(6,587	)		-30	%		29,374			34,064			(4,690	)		-14	%
Unrealized
Carried Interest		75,202			(50,559	)		125,761			N/M			105,203			23,821			81,382			342	%
Incentive Fees		2,689			6,130			(3,441	)		-56	%		6,137			31,091			(24,954	)		-80	%

Total Compensation and Benefits		536,145			688,460			(152,315	)		-22	%		988,225			1,651,835			(663,610	)		-40	%
General, Administrative and Other		130,988			146,859			(15,871	)		-11	%		254,033			277,832			(23,799	)		-9	%
Interest Expense		36,878			37,414			(536	)		-1	%		74,234			68,784			5,450			8	%
Fund Expenses		8,592			41,699			(33,107	)		-79	%		13,821			58,549			(44,728	)		-76	%

Total Expenses		712,603			914,432			(201,829	)		-22	%		1,330,313			2,057,000			(726,687	)		-35	%

Other Income
Net Gains from Fund Investment Activities		30,703			82,015			(51,312	)		-63	%		49,845			175,570			(125,725	)		-72	%

Income Before Provision for Taxes		510,526			392,785			117,741			30	%		844,312			1,856,130			(1,011,818	)		-55	%
Provision for Taxes		47,415			43,251			4,164			10	%		56,561			142,595			(86,034	)		-60	%

Net Income		463,111			349,534			113,577			32	%		787,751			1,713,535			(925,784	)		-54	%
Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities		(2,049	)		13,780			(15,829	)		N/M			(8,450	)		21,307			(29,757	)		N/M
Net Income Attributable to Non-Controlling Interests in Consolidated Entities		64,729			66,716			(1,987	)		-3	%		104,815			148,512			(43,697	)		-29	%
Net Income Attributable to Non-Controlling Interests in Blackstone Holdings		201,805			134,870			66,935			50	%		333,007			780,100			(447,093	)		-57	%

Net Income Attributable to The Blackstone Group L.P.	$	198,626		$	134,168		$	64,458			48	%	$	358,379		$	763,616		$	(405,237	)		-53	%

N/M Not

meaningful.

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Revenues

Total Revenues were $1.2 billion for the three months ended June 30, 2016, a decrease of $32.8 million compared to Total Revenues for the three months ended June 30, 2015. The decrease in revenues was primarily attributable to a decrease of $119.1 million in Performance Fees, partially offset by increases of $48.3 million and $33.7 million in Investment Income and Management and Advisory Fees, Net.

The decrease in Performance Fees was primarily attributable to decreases in our Private Equity and Hedge Fund Solutions segments. The decrease in our Private Equity segment was a result of slightly lower appreciation compared to the second quarter of 2015 despite positive net appreciation in the segment. The decrease in Performance Fees in our Hedge Fund Solutions segment was primarily due to lower appreciation than in the comparable 2015 quarter.

The increase in Investment Income was primarily due to increases in our Real Estate and Credit segments. The increase in our Real Estate segment was primarily due to the net increase in appreciation from our opportunistic funds. The increase in our Credit segment was due to greater returns on Blackstone’s investments in the GSO funds.

The increase in Management and Advisory Fees, Net was primarily due to increases in our Real Estate and Private Equity segments, partially offset by a decrease as a result of the spin-off of the operations of our historical Financial Advisory segment. The increase in our Real Estate segment was primarily due to the launch of BREP VIII which began earning management fees in the third quarter of 2015. The increase in our Private Equity segment was due to one-time items related to fundraising fees and legal reserves that were incurred or accrued in the second quarter of 2015 and a higher level of fee earning assets from funds across the segment.

Expenses

Expenses were $712.6 million for the three months ended June 30, 2016, a decrease of $201.8 million compared to $914.4 million for the three months ended June 30, 2015. The decrease was primarily attributable to a decrease of $152.3 million in Total Compensation and Benefits. This decrease was largely due to a decrease in Compensation of $117.6 million due to lower equity-based compensation expense related to awards granted in connection with Blackstone’s IPO, which were fully vested and expensed as of June 30, 2015. In addition, Total Compensation decreased as a result of a decrease in Performance Fee Compensation of $34.7 million due to the decrease in Performance Fee Revenue.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Revenues

Total Revenues were $2.1 billion for the six months ended June 30, 2016, a decrease of $1.6 billion compared to Total Revenues for the six months ended June 30, 2015 of $3.7 billion. The decrease in Total Revenues was primarily attributable to decreases of $1.5 billion in Performance Fees and $166.4 million in Investment Income.

The decrease in Performance Fees was principally due to decreases in our Private Equity and Real Estate segments. The decrease in our Private Equity segment was driven by slightly lower appreciation than the comparable 2015 period. The decrease in our Real Estate segment was primarily attributable to the net decrease in the appreciation from our opportunistic funds. For the six months ended June 30, 2016, the carrying value of investments for our opportunistic and core+ funds increased 3.8% and 6.5%, respectively. Our real estate debt drawdown and hedge funds appreciated 5.3% and depreciated 3.6%, respectively.

The decrease in Investment Income was primarily attributable to decreases in our Private Equity and Real Estate segments. The decrease in our Private Equity segment was principally driven by strong performance of our portfolio in the 2015 period, which outpaced the performance in the comparable 2016 period. The decrease in our Real Estate segment was primarily attributable to the net decrease in the appreciation from our opportunistic funds.

Expenses

Expenses were $1.3 billion for the six months ended June 30, 2016, a decrease of $726.7 million compared to $2.1 billion for the six months ended June 30, 2015. The decrease was primarily attributable to a decrease in Total Compensation and Benefits of $663.6 million. This decrease was primarily due to a decrease in Compensation of $331.1 million due to lower equity-based compensation expense related to awards granted in connection with Blackstone’s IPO, which were fully vested and expensed as of June 30, 2015 as well as a decrease in Performance Fee Compensation of $332.5 million due to the decrease in Performance Fee Revenue.

Other Income (Loss)

Other Income (Loss) — Net Gains (Losses) from Fund Investment Activities is attributable to the consolidated Blackstone Funds that are largely held by third party investors. As such, most of this Other Income (Loss) is eliminated from the results attributable to The Blackstone Group L.P. through the redeemable non-controlling interests and non-controlling interests items in the Condensed Consolidated Statements of Operations.

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Other Income — Net Gains from Fund Investment Activities was $30.7 million for the three months ended June 30, 2016, a decrease of $51.3 million compared to $82.0 million for the three months ended June 30, 2015. The decrease was principally driven by decreases in our Hedge Fund Solutions, Real Estate, and Credit segments of $19.9 million, $16.8 million, and $8.9 million, respectively. The decrease in our Hedge Fund Solutions segment was primarily the result of a decrease in investment performance. The decrease in our Real Estate segment was primarily the result of a year over year net decrease in the appreciation of investments in our opportunistic funds. The decrease in our Credit segment was primarily the result of a year over year decrease in the appreciation of investments held across CLOs.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Other Income — Net Gains from Fund Investment Activities was $49.8 million for the six months ended June 30, 2016, a decrease of $125.7 million compared to $175.6 million for the six months ended June 30, 2015. The decrease was principally driven by decreases in our Real Estate, Hedge Fund Solutions, Private Equity, and Credit segments of $68.9 million, $32.8 million, $15.9 million, and $8.1 million, respectively. The decrease in our Real Estate segment was primarily the result of a year over year net decrease in the appreciation of investments across our opportunistic funds and real estate debt hedge funds. The decrease in our Hedge Fund Solutions segment was primarily the result of a decrease in investment performance. The decrease in our Private Equity segment was primarily due to the lower unrealized gains compared to the same period in 2015. The decrease in our Credit segment was primarily the result of a year over year decrease in the appreciation of investments held across CLOs.

Provision for Taxes

Blackstone’s Provision for Taxes for the three months ended June 30, 2016 and 2015 was $47.4 million and $43.3 million, respectively. This resulted in an effective tax rate of 9.3% and 11.0%, respectively, based on our Income (Loss) Before Provision for Taxes of $510.5 million and $392.8 million, respectively. The 1.7% decrease in the effective tax rate for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 resulted primarily from pre-tax income of $345.8 million and $247.6 million for three months ended June 30, 2016 and three months ended June 30, 2015, respectively, that was passed through to common unitholders and non-controlling interest holders and was not taxable to the Partnership and its subsidiaries. The change in these amounts resulted in a 1.6% decrease in the effective tax rate between the respective three month periods.

Blackstone’s Provision for Taxes for the six months ended June 30, 2016 and 2015 was $56.6 million and $142.6 million, respectively. This resulted in an effective tax rate of 6.7% and 7.7%, respectively, based on our Income Before Provision for Taxes of $844.3 million and $1.9 billion, respectively. The 1.0% decrease in the

effective tax rate for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 resulted primarily from the tax deductible equity-based compensation expense exceeding the book equity-based compensation expense in the six months ended June 30, 2016, while in the six months ended June 30, 2015, the book equity-based compensation expense exceeded the tax deductible equity-based compensation expense. Due to the change in the difference between the book equity-based compensation expense and the tax deductible equity-based compensation expense between the six months ended June 30, 2016 and 2015, the effective tax rates decreased by 0.4% and increased by 0.1%, respectively. The change in these amounts resulted in a 0.5% decrease in the effective tax rates between the respective six month periods.

Non-Controlling Interests in Consolidated Entities

The Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities and Net Income Attributable to Non-Controlling Interests in Consolidated Entities is attributable to the consolidated Blackstone Funds. The amounts of these items vary directly with the performance of the consolidated Blackstone Funds and largely eliminate the amount of Other Income — Net Gains from Fund Investment Activities from the Net Income Attributable to The Blackstone Group L.P.

Net Income Attributable to Non-Controlling Interests in Blackstone Holdings is derived from the Income Before Provision for Taxes, excluding the Net Gains from Fund Investment Activities and the Reversal of Tax Receivable Agreement Liability, and the percentage allocation of the income between Blackstone Holdings and The Blackstone Group L.P. after considering any contractual arrangements that govern the allocation of income (loss) such as fees allocable to The Blackstone Group L.P.

For the three months ended June 30, 2016 and 2015, the net income before taxes allocated to Blackstone Holdings was 46.2% and 47.2%, respectively. For the six months ended June 30, 2016 and 2015, the net income before taxes allocated to Blackstone Holdings was 46.3% and 47.1%, respectively. The decreases of 1.0% and 0.8%, respectively, were primarily due to conversions of Blackstone Holdings Partnership Units to Blackstone common units and the vesting of common units.

Operating Metrics

The following graph summarizes the Fee-Earning Assets Under Management by Segment and Total Assets Under Management by Segment, followed by a rollforward of activity for the three and six months ended June 30, 2016 and 2015. For a description of how Assets Under Management and Fee-Earning Assets Under Management are determined, please see “— Key Financial Measures and Indicators — Operating Metrics — Assets Under Management and Fee-Earning Assets Under Management”:

LOGO

Note: Totals in graph may not add due to rounding.


	Three Months Ended
	June 30, 2016															June 30, 2015
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total			Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
	(Dollars in Thousands)
Fee-Earning Assets Under Management
Balance, Beginning of Period	$	50,228,312		$	67,298,439		$	64,831,253		$	62,094,760		$	244,452,764		$	49,342,211		$	50,783,247		$	64,114,498		$	59,271,744		$	223,511,700
Inflows, including Commitments (a)		23,687,084			884,437			2,030,339			3,992,515			30,594,375			1,664,454			17,965,450			2,401,010			4,643,292			26,674,206
Outflows, including Distributions (b)		(2,297,473	)		(106,615	)		(2,972,209	)		(1,055,773	)		(6,432,070	)		(105,798	)		(4,095,483	)		(1,740,930	)		(1,814,978	)		(7,757,189	)
Realizations (c)		(2,120,014	)		(1,385,873	)		(31,042	)		(1,582,475	)		(5,119,404	)		(1,516,664	)		(2,359,597	)		(91,871	)		(1,214,190	)		(5,182,322	)

Net Inflows (Outflows)		19,269,597			(608,051	)		(972,912	)		1,354,267			19,042,901			41,992			11,510,370			568,209			1,614,124			13,734,695
Market Appreciation (Depreciation) (d)(f)		(30,735	)		54,162			1,115,658			1,371,963			2,511,048			152,986			390,240			829,463			723,130			2,095,819

Balance, End of Period (e)	$	69,467,174		$	66,744,550		$	64,973,999		$	64,820,990		$	266,006,713		$	49,537,189		$	62,683,857		$	65,512,170		$	61,608,998		$	239,342,214

Increase (Decrease)	$	19,238,862		$	(553,889	)	$	142,746		$	2,726,230		$	21,553,949		$	194,978		$	11,900,610		$	1,397,672		$	2,337,254		$	15,830,514
Increase (Decrease)		38	%		-1	%		0	%		4	%		9	%		0	%		23	%		2	%		4	%		7	%


	Six Months Ended
	June 30, 2016															June 30, 2015
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total			Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
	(Dollars in Thousands)
Fee-Earning Assets Under Management
Balance, Beginning of Period	$	51,451,196		$	67,345,357		$	65,665,439		$	61,684,380		$	246,146,372		$	43,890,167		$	52,563,068		$	61,417,558		$	58,821,006		$	216,691,799
Inflows, including Commitments (a)		24,245,427			2,476,337			4,881,848			6,323,830			37,927,442			9,311,196			19,409,865			5,471,659			8,617,375			42,810,095
Outflows, including Distributions (b)		(2,667,983	)		(143,515	)		(4,575,005	)		(2,162,818	)		(9,549,321	)		(1,091,177	)		(4,128,141	)		(3,007,425	)		(3,598,169	)		(11,824,912	)
Realizations (c)		(3,407,874	)		(3,505,581	)		(176,954	)		(2,305,924	)		(9,396,333	)		(2,763,382	)		(4,853,901	)		(113,213	)		(2,228,641	)		(9,959,137	)

Net Inflows (Outflows)		18,169,570			(1,172,759	)		129,889			1,855,088			18,981,788			5,456,637			10,427,823			2,351,021			2,790,565			21,026,046
Market Appreciation (Depreciation) (d)(g)		(153,592	)		571,952			(821,329	)		1,281,522			878,553			190,385			(307,034	)		1,743,591			(2,573	)		1,624,369

Balance, End of Period (e)	$	69,467,174		$	66,744,550		$	64,973,999		$	64,820,990		$	266,006,713		$	49,537,189		$	62,683,857		$	65,512,170		$	61,608,998		$	239,342,214

Increase (Decrease)	$	18,015,978		$	(600,807	)	$	(691,440	)	$	3,136,610		$	19,860,341		$	5,647,022		$	10,120,789		$	4,094,612		$	2,787,992		$	22,650,415
Increase (Decrease)		35	%		-1	%		-1	%		5	%		8	%		13	%		19	%		7	%		5	%		10	%


	Three Months Ended
	June 30, 2016															June 30, 2015
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total			Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
	(Dollars in Thousands)
Total Assets Under Management
Balance, Beginning of Period	$	95,466,227		$	101,107,528		$	68,475,416		$	78,656,291		$	343,705,462		$	76,327,189		$	92,785,658		$	66,378,908		$	74,959,534		$	310,451,289
Inflows, including Commitments (a)		7,358,301			4,442,603			2,025,453			7,334,364			21,160,721			18,131,316			2,226,631			2,479,463			8,499,108			31,336,518
Outflows, including Distributions (b)		(587,162	)		(146,518	)		(2,996,736	)		(1,502,658	)		(5,233,074	)		(117,622	)		(94,248	)		(1,790,668	)		(2,044,754	)		(4,047,292	)
Realizations (c)		(3,813,986	)		(3,485,523	)		(32,330	)		(1,765,559	)		(9,097,398	)		(4,035,864	)		(4,817,131	)		(100,458	)		(1,587,579	)		(10,541,032	)

Net Inflows (Outflows)		2,957,153			810,562			(1,003,613	)		4,066,147			6,830,249			13,977,830			(2,684,748	)		588,337			4,866,775			16,748,194
Market Appreciation (d)(h)		1,262,275			1,278,970			1,178,075			2,026,638			5,745,958			1,721,318			1,477,724			862,621			1,462,400			5,524,063

Balance, End of Period (e)	$	99,685,655		$	103,197,060		$	68,649,878		$	84,749,076		$	356,281,669		$	92,026,337		$	91,578,634		$	67,829,866		$	81,288,709		$	332,723,546

Increase (Decrease)	$	4,219,428		$	2,089,532		$	174,462		$	6,092,785		$	12,576,207		$	15,699,148		$	(1,207,024	)	$	1,450,958		$	6,329,175		$	22,272,257
Increase (Decrease)		4	%		2	%		0	%		8	%		4	%		21	%		-1	%		2	%		8	%		7	%


	Six Months Ended
	June 30, 2016															June 30, 2015
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total			Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
	(Dollars in Thousands)
Total Assets Under Management
Balance, Beginning of Period	$	94,280,074		$	93,917,824		$	69,105,425		$	79,081,252		$	336,384,575		$	73,073,252		$	80,863,187		$	63,585,671		$	72,858,960		$	290,381,070
Inflows, including Commitments (a)		10,346,951			13,499,823			5,206,071			9,197,967			38,250,812			21,001,810			20,587,763			5,562,699			14,673,718			61,825,990
Outflows, including Distributions (b)		(848,003	)		(414,197	)		(4,628,255	)		(2,887,797	)		(8,778,252	)		(142,979	)		(262,551	)		(3,065,415	)		(4,129,705	)		(7,600,650	)
Realizations (c)		(5,933,358	)		(6,936,229	)		(183,098	)		(2,650,455	)		(15,703,140	)		(7,349,682	)		(13,972,030	)		(126,266	)		(2,832,412	)		(24,280,390	)

Net Inflows		3,565,590			6,149,397			394,718			3,659,715			13,769,420			13,509,149			6,353,182			2,371,018			7,711,601			29,944,950
Market Appreciation (Depreciation) (d)(i)		1,839,991			3,129,839			(850,265	)		2,008,109			6,127,674			5,443,936			4,362,265			1,873,177			718,148			12,397,526

Balance, End of Period (e)	$	99,685,655		$	103,197,060		$	68,649,878		$	84,749,076		$	356,281,669		$	92,026,337		$	91,578,634		$	67,829,866		$	81,288,709		$	332,723,546

Increase (Decrease)	$	5,405,581		$	9,279,236		$	(455,547	)	$	5,667,824		$	19,897,094		$	18,953,085		$	10,715,447		$	4,244,195		$	8,429,749		$	42,342,476
Increase (Decrease)		6	%		10	%		-1	%		7	%		6	%		26	%		13	%		7	%		12	%		15	%

(a)

Inflows represent contributions in our hedge funds and closed-end mutual funds, increases in available capital for our carry funds (capital raises, recallable capital and increased side-by-side commitments) and CLOs and increases in the capital we manage pursuant to separately managed account programs.

(b)	Outflows represent redemptions in our hedge funds and closed-end mutual funds, client withdrawals from our separately managed account programs and decreases in available capital for our carry funds (expired capital, expense drawdowns and decreased side-by-side commitments).

(c)	Realizations represent realizations from the disposition of assets, capital returned to investors from CLOs and the effect of changes in the definition of Total Assets Under Management.

(d)	Market appreciation (depreciation) includes realized and unrealized gains (losses) on portfolio investments and the impact of foreign exchange rate fluctuations.

(e)	Fee-Earning Assets Under Management and Total Assets Under Management as of June 30, 2016 included $95.7 million and $134.0 million, respectively, from a joint venture in which we are the minority interest holder.

(f)

For the three months ended June 30, 2016, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $(0.7) million, $(188.3) million, $(171.7) million and $(360.7) million for the Private Equity, Real Estate, Credit and Total segments, respectively. For the three months ended June 30, 2015, such impact was $(3.5) million, $396.1 million, $333.8 million and $726.4 million for the Private Equity, Real Estate, Credit and Total segments, respectively.

(g)

For the six months ended June 30, 2016, the impact to Fee-Earning Assets Under Management due to foreign exchange rate fluctuations was $1.0 million, $20.4 million, $203.3 million and $224.7 million for the Private Equity, Real Estate, Credit and Total segments, respectively. For the six months ended June 30, 2015, such impact was $(6.4) million, $(376.7) million, $(797.2) million and $(1.2) billion for the Private Equity, Real Estate, Credit and Total segments, respectively.

(h)

For the three months ended June 30, 2016, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $(144.7) million, $(571.7) million, $(305.5) million and $(1.0) billion for the Private Equity, Real Estate, Credit and Total segments, respectively. For the three months ended June 30, 2015, such impact was $160.0 million, $926.1 million, $429.3 million and $1.5 billion for the Private Equity, Real Estate, Credit and Total segments, respectively.

(i)

For the six months ended June 30, 2016, the impact to Total Assets Under Management due to foreign exchange rate fluctuations was $10.9 million, $(42.2) million, $252.7 million and $221.4 million for the Private Equity, Real Estate, Credit and Total segments, respectively. For the six months ended June 30, 2015, such impact was $(108.5) million, $(835.2) million, $(827.3) million and $(1.8) billion for the Private Equity, Real Estate, Credit and Total segments, respectively.

Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $266.0 billion at June 30, 2016, an increase of $21.6 billion, or 9%, compared to $244.5 billion at March 31, 2016. The net increase was due to:

•

Inflows of $30.6 billion related to:

•

$23.7 billion in our Private Equity segment primarily related to the commencement of investment periods of BCP VII and SP VII, which generated inflows of $17.5 billion and $5.3 billion, (Total Assets Under Management amounts for these funds was added at each closing of each fund), respectively,

•

$4.0 billion in our Credit segment principally related to $1.3 billion raised due to two CLO products, $817.0 million of fee-earning inflows across our hedge fund strategies funds, $728.5 million raised in our business development companies (“BDCs”) and $571.5 million of inflows across or Long Only platform,

•

$2.0 billion in our Hedge Fund Solutions segment primarily related to $1.1 billion raised for individual investor solutions, $663.9 million raised for commingled products and $266.4 million raised for customized solutions, and

•

$884.4 million in our Real Estate segment primarily related to $614.3 million invested across BREDS and $168.1 million invested in BPP.

•

Net market appreciation of $2.5 billion due to:

•

$1.4 billion appreciation in our Credit segment due to $918.9 million in our BDCs and $376.3 million in our hedge fund strategies, and

•

$1.1 billion appreciation in our Hedge Fund Solutions segment due to solid returns from BAAM’s Principal Solutions Composite of 1.4% gross (1.2% net).

Offsetting these increases were:

•

Outflows of $6.4 billion primarily attributable to:

•

$3.0 billion in our Hedge Fund Solutions segment, reflecting investors’ liquidity needs and certain strategic shifts in their programs, with outflows of $1.5 billion from individual investor and specialized solutions, $993.6 million from commingled products and $508.1 million from customized solutions,

•

$2.3 billion in our Private Equity segment due to the end of the investment periods of BCP VI and SP VI, resulting in outflows of $1.8 billion and $453.1 million, respectively, and

•

$1.1 billion in our Credit segment primarily related to $444.3 million in BDCs, $395.1 million in hedge fund strategies and $216.4 million from our Long Only platform.

•

Realizations of $5.1 billion primarily driven by:

•

$2.1 billion in our Private Equity segment primarily from $1.6 billion of realizations from BCP V public dispositions, including Freescale, Performance Foods Group and Catalent, and $289.9 million of realizations in Strategic Partners,

•

$1.6 billion in our Credit segment primarily due to $680.7 million capital returned to investors in CLO products, $332.0 million in mezzanine strategies, $232.2 million in dividends from BDCs and $209.4 million in rescue lending funds, and

•

$1.4 billion in our Real Estate segment primarily from the realizations of $658.9 million in BREP global funds, $480.0 million in BREDS and $210.6 million in BREP co-investment.

BAAM had net inflows of $846.9 million from July 1 through August 1, 2016.

Fee-Earning Assets Under Management were $266.0 billion at June 30, 2016, an increase of $19.9 billion, or 8%, compared to $246.1 billion at December 31, 2015. The net increase was due to:

•

Inflows of $37.9 billion related to:

•

$24.2 billion in our Private Equity segment primarily related to the commencement of investment periods of BCP VII and SP VII, which generated inflows of $17.5 billion and $5.3 billion, respectively, (Total Assets Under Management amounts for these funds was added at each closing of each fund),

•

$6.3 billion in our Credit segment principally related to $1.8 billion raised due to new CLO launches, $1.2 billion of capital raised for our BDCs, $1.1 billion raised in our hedge fund strategies funds and $1.1 billion raised from our Long Only platform,

•

$4.9 billion in our Hedge Fund Solutions segment mainly related to growth in individual investor and specialized solutions of $2.6 billion, customized products of $1.2 billion and commingled products of $1.0 billion, and

•

$2.5 billion in our Real Estate segment primarily related to $1.2 billion invested across BREDS, $741.9 million raised for BREP co-investment and $169.6 million invested in BPP.

Offsetting these increases were:

•

Outflows of $9.5 billion primarily attributable to:

•

$4.6 billion in our Hedge Fund Solutions segment, reflecting investors’ liquidity needs and certain strategic shifts in their programs, with outflows of $2.8 billion from individual investor and specialized solutions, $1.0 billion from commingled products and $1.0 billion from customized solutions,

•

$2.7 billion in our Private Equity segment due to the end of the investment periods of BCP VI and SP VI, resulting in outflows of $1.8 billion and $453.1 million, respectively, and

•

$2.2 billion in our Credit segment primarily attributable to $708.7 million from our Long Only platform, $921.6 million from BDCs and $532.6 million from hedge fund strategies.

•

Realizations of $9.4 billion primarily driven by:

•

$3.5 billion in our Real Estate segment primarily attributable to $1.5 billion of realizations across BREP global and European funds, $1.0 billion of realizations from BREDS and $879.7 million of realizations from BREP co-investment,

•

$3.4 billion in our Private Equity segment primarily due to $2.5 billion of realizations from BCP V and $504.1 million from Strategic Partners, and

•

$2.3 billion in our Credit segment primarily due to $966.0 million of capital returned to CLO investors from CLOs that are post their re-investment periods, $672.8 million to investors in drawdown funds and $457.9 million in dividends from BDCs.

Total Assets Under Management

Total Assets Under Management were $356.3 billion at June 30, 2016, an increase of $12.6 billion, or 4%, compared to $343.7 billion at March 31, 2016. The net increase was due to:

•

Inflows of $21.2 billion related to:

•

$7.4 billion in our Private Equity segment primarily due to $4.3 billion from Strategic Partners, $2.5 billion from core private equity and $452.1 million from our Tactical Opportunities platform,

•

$7.3 billion in our Credit segment primarily due to $3.5 billion raised for our mezzanine strategies, $1.3 billion for our hedge fund strategies, $1.2 billion related to two CLO Launches, $728.5 million raised for our BDCs and $559.5 million related to our Long Only platform,

•

$4.4 billion in our Real Estate segment primarily related to $1.4 billion raised for our fifth European opportunistic fund, $1.2 billion raised for the third mezzanine debt fund and $1.0 billion raised for U.S. core+ funds, and

•

$2.0 billion in our Hedge Fund Solutions segment, primarily related to the reasons noted above in Fee-Earning Assets Under Management.

•

Net market appreciation of $5.7 billion due to:

•

$2.0 billion appreciation in our Credit segment due to $918.9 million from BDCs, $621.1 million in drawdown funds and $430.3 million from hedge fund strategies,

•

$1.3 billion appreciation in our Real Estate segment due to carrying value increases in our opportunistic and core+ funds of 2.2% and 2.1%, respectively,

•

$1.3 billion appreciation in our Private Equity segment primarily due to $427.6 million across the corporate private equity funds and co-investment, and

•

$1.2 billion appreciation in our Hedge Fund Solutions segment due to solid returns from BAAM’s Principal Solutions Composite of 1.4% gross (1.2% net).

Offsetting these increases were:

•

Realizations of $9.1 billion primarily driven by:

•

$3.8 billion in our Private Equity segment primarily due to $1.5 billion of realizations in BCP V and $428.1 million of realizations in Strategic Partners,

•

$3.5 billion in our Real Estate segment primarily due to $2.3 billion of realizations across BREP global and European funds, $434.4 million in BREDS and $363.7 million in BREP co-investment, and

•

$1.8 billion in our Credit segment primarily due to the same reasons in Fee-Earning Assets Under Management above.

•

Outflows of $5.2 billion primarily attributable to:

•

$3.0 billion in our Hedge Fund Solutions segment primarily due to reasons noted above in Fee-Earning Assets Under Management, and

•

$1.5 billion in our Credit segment primarily due to outflows of $676.4 million from our BDCs, $440.0 million from hedge fund strategies and $423.3 million from our Long Only separately managed accounts.

Total Assets Under Management were $356.3 billion at June 30, 2016, an increase of $19.9 billion, or 6%, compared to $336.4 billion at December 31, 2015. The net increase was due to:

•

Inflows of $38.3 billion related to:

•

$13.5 billion in our Real Estate segment related to $6.6 billion raised for our fifth European opportunistic fund, $2.9 billion raised in our third mezzanine debt fund, $1.6 billion raised in U.S. core+ funds and $739.8 million in BREP co-investment; note that Fee-Earning Assets Under Management does not include amounts raised for our fifth European opportunistic fund, since its investment period has not yet commenced or amounts in our debt fund and core+ funds since this capital has not yet been invested,

•

$10.3 billion in our Private Equity segment primarily related to $5.9 billion raised for Strategic Partners, $3.2 billion raised for core private equity and $898.6 million raised for BCP VII,

•

$9.2 billion in our Credit segment primarily due to $3.6 billion raised from mezzanine strategies, $1.8 billion raised from CLO launches, $1.5 billion raised in our hedge fund strategies, $1.2 billion raised for BDCs and $1.0 billion raised in our Long Only business, and

•

$5.2 billion in our Hedge Fund Solutions segment primarily due to the reasons described under Fee-Earning Assets Under Management above.

•

Market appreciation of $6.1 billion due to:

•

$3.1 billion appreciation in our Real Estate segment due to a carrying value increase in our opportunistic and core+ funds of 3.8% and 6.5%, respectively,

•

$2.0 billion appreciation in our Credit segment, due to $1.1 billion in BDCs, $468.0 million in drawdown funds and $297.8 million from our Long Only platform, and

•

$1.8 billion appreciation in our Private Equity segment primarily due to strong fund performance, with a 3.4% overall increase in carrying value, including 7.0% in BCP V, and

•

Slightly offset by $850.3 million depreciation in our Hedge Fund Solutions segment due to BAAM’s Principal Solutions Composite down 1.6% gross (down 2.0% net).

Offsetting these increases were:

•

Realizations of $15.7 billion primarily driven by:

•

$6.9 billion in our Real Estate segment primarily due to realizations of $4.6 billion across BREP global and European funds, $1.4 billion within BREP co-investment and $762.4 million within BREDS,

•

$5.9 billion in our Private Equity segment primarily due to continued disposition activity across the segment, mainly $2.9 billion from BCP V fund, $1.4 billion from co-investment and $780.4 million from Strategic Partners funds, and

•

$2.7 billion in our Credit segment primarily due primarily to $1.0 billion of realizations from our drawdown funds, $989.4 million of realizations from returns to CLO investors and $457.9 million from our BDCs.

•

Outflows of $8.8 billion primarily attributable to:

•

$4.6 billion in our Hedge Fund Solutions segment primarily due to the reasons described under Fee-Earning Assets Under Management above, and

•

$2.9 billion in our Credit segment primarily due to the same reasons in Fee-Earning Assets Under Management above.

Limited Partner Capital Invested

The following presents the limited partner capital invested during the respective periods. The amount of Limited Partner Capital Invested is a function of finding opportunistic investments that fit our investment philosophy and strategy in each of our segments as well as the relative timing of investment closings within those segments.

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Note: Totals in graph may not add due to rounding.


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2016		2015		2016
	(Dollars in Thousands)
Limited Partner Capital Invested
Private Equity	$	1,800,854	$	1,538,436	$	4,175,453	$	3,404,134
Real Estate		2,963,609		1,524,415		4,406,772		5,271,596
Hedge Fund Solutions		2,131		32,804		135,482		348,561
Credit		47,768		699,516		862,191		1,286,451

Total	$	4,814,362	$	3,795,171	$	9,579,898	$	10,310,742

The following presents the committed undrawn capital available for investment (“dry powder”) for the respective periods:

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Note: Totals may not add due to rounding. Amounts are as of June 30, for each of the periods indicated.

(a)	Represents illiquid drawdown funds only; excludes marketable vehicles; includes both Fee-Earning (third party) capital and general partner and employee commitments that do not earn fees. Amounts are reduced by outstanding commitments to invest, but for which capital has not been called.


	June 30,
	2015		2016
	(Dollars in Thousands)
Dry Powder Available for Investment
Private Equity	$	36,827,036	$	43,446,423
Real Estate		27,172,674		33,664,263
Hedge Fund Solutions		2,984,649		4,104,363
Credit		15,115,526		17,266,904

Total	$	82,099,885	$	98,481,953

Net Accrued Performance Fees

The following table presents the accrued performance fees, net of Performance Fee Compensation, of the Blackstone Funds as of June 30, 2016 and 2015. Net accrued performance fees presented do not include clawback amounts, if any, which are disclosed in Note 17. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing. The net accrued performance fees as of each reporting date are principally Unrealized Carried Interest and Incentive Fees which, if realized, can be a significant component of Distributable Earnings.


	June 30,
	2016		2015
	(Dollars in Millions)
Private Equity
BCP IV Carried Interest	$	143	$	186
BCP V Carried Interest		373		1,119
BCP VI Carried Interest		385		320
BEP Carried Interest		61		82
Tactical Opportunities Carried Interest		59		36
BTAS Carried Interest		7		2
Strategic Partners Carried Interest		35		18
Other Carried Interest		1		1

Total Private Equity (a)		1,064		1,764

Real Estate
BREP IV Carried Interest		9		36
BREP V Carried Interest		390		583
BREP VI Carried Interest		612		868
BREP VII Carried Interest		584		565
BREP VIII Carried Interest		84		—
BREP Europe III Carried Interest		156		200
BREP Europe IV Carried Interest		124		86
BREP Asia Carried Interest		82		43
BPP Carried Interest		44		18
BPP Incentive Fees		21		4
BREDS Carried Interest		14		11
BREDS Incentive Fees		3		3
Asia Platform Incentive Fees		7		7

Total Real Estate (a)		2,130		2,424

Hedge Fund Solutions
Incentive Fees		6		60

Total Hedge Fund Solutions		6		60

Credit
Carried Interest		102		183
Incentive Fees		19		41

Total Credit		121		224

Total Blackstone
Carried Interest		3,265		4,357
Incentive Fees		56		115

Net Accrued Performance Fees	$	3,321	$	4,472

(a)	Private Equity and Real Estate include Co-Investments, as applicable.

Performance Fee Eligible Assets Under Management

The following represents invested and to be invested capital, including closed commitments for funds whose investment period has not yet commenced, on which performance fees could be earned if certain hurdles are met:

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Note: Totals may not add due to rounding. Amounts are as of June 30, 2016.

(a)	Represents invested and to be invested capital at fair value, including closed commitments for funds whose investment period has not yet commenced, on which performance fees could be earned if certain hurdles are met.

(b)	Represents dry powder exclusive of non-fee earning general partner and employee commitments.

Investment Record

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

The following table presents the investment record of our significant drawdown funds from inception through June 30, 2016:


					Unrealized Investments							Realized Investments				Total Investments				Net IRR (c)
Fund (Investment Period)	Committed Capital		Available Capital (a)		Value		MOIC (b)		% Public			Value		MOIC (b)		Value		MOIC (b)		Realized			Total
	(Dollars in Thousands, Except Where Noted)
Private Equity
BCP I (Oct 1987 / Oct 1993)	$	859,081	$	—	$	—		N/A		—		$	1,741,738		2.6x	$	1,741,738		2.6x		19	%		19	%
BCP II (Oct 1993 / Aug 1997)		1,361,100		—		—		N/A		—			3,256,819		2.5x		3,256,819		2.5x		32	%		32	%
BCP III (Aug 1997 / Nov 2002)		3,967,422		—		—		N/A		—			9,184,688		2.3x		9,184,688		2.3x		14	%		14	%
BCOM (Jun 2000 / Jun 2006)		2,137,330		24,575		29,441		2.3x		—			2,949,591		1.4x		2,979,032		1.4x		6	%		7	%
BCP IV (Nov 2002 / Dec 2005)		6,773,182		219,136		2,037,337		1.3x		26	%		19,083,221		3.2x		21,120,558		2.8x		43	%		36	%
BCP V (Dec 2005 / Jan 2011)		21,022,207		1,258,436		8,364,663		1.7x		79	%		29,442,294		1.9x		37,806,957		1.9x		9	%		8	%
BCP VI (Jan 2011 / Jan 2017)		15,182,644		2,428,440		15,511,224		1.3x		24	%		2,130,587		1.9x		17,641,811		1.4x		51	%		10	%
BEP I (Aug 2011 / Feb 2015)		2,439,157		141,245		2,839,768		1.3x		27	%		539,585		2.0x		3,379,353		1.4x		57	%		14	%
BEP II (Feb 2015 / Feb 2021)		4,951,351		4,724,507		149,061		1.0x		—			—		N/A		149,061		1.0x		N/A			N/M
BCP VII (May 2016 / May 2022)		18,898,630		18,898,630		—		N/A		—			—		N/A		—		N/A		N/A			N/A

Total Corporate Private Equity	$	77,592,104	$	27,694,969	$	28,931,494		1.4x		40	%	$	68,328,523		2.2x	$	97,260,017		1.9x		18	%		15	%

Tactical Opportunities	$	12,657,994	$	6,175,613	$	7,227,525		1.1x		6	%	$	1,517,170		1.5x	$	8,744,695		1.2x		32	%		10	%
Tactical Opportunities Co-Invest and Other		1,993,004		653,673		1,421,235		1.1x		—			160,812		1.5x		1,582,047		1.1x		N/A			13	%
Strategic Partners I-V and Co-Investment (d)		12,143,266		2,185,576		3,762,419		N/M		—			13,357,859		N/M		17,120,278		1.5x		N/A			14	%
Strategic Partners VI LBO, RE and SMA (d)		7,053,071		2,058,306		3,832,118		N/M		—			601,171		N/M		4,433,289		1.4x		N/A			38	%
Strategic Partners VII (d)		5,399,381		5,285,561		107,988		N/M		—			—		N/A		107,988		N/M		N/A			N/A
BCEP (e)		3,167,500		3,167,500		—		N/A		—			—		N/A		—		N/A		N/A			N/A
Other Funds and Co-Investment (f)		1,509,893		480,230		196,297		0.8x		89	%		426,683		1.0x		622,980		0.9x		N/A			N/M
Real Estate
Dollar
Pre-BREP	$	140,714	$	—	$	—		N/A		—		$	345,190		2.5x	$	345,190		2.5x		33	%		33	%
BREP I (Sep 1994 / Oct 1996)		380,708		—		—		N/A		—			1,327,708		2.8x		1,327,708		2.8x		40	%		40	%
BREP II (Oct 1996 / Mar 1999)		1,198,339		—		—		N/A		—			2,531,613		2.1x		2,531,613		2.1x		19	%		19	%
BREP III (Apr 1999 / Apr 2003)		1,522,708		—		—		N/A		—			3,330,406		2.4x		3,330,406		2.4x		21	%		21	%
BREP IV (Apr 2003 / Dec 2005)		2,198,694		—		519,626		0.6x		16	%		4,030,933		2.2x		4,550,559		1.7x		36	%		13	%
BREP V (Dec 2005 / Feb 2007)		5,539,418		—		3,263,836		2.2x		32	%		9,608,522		2.3x		12,872,358		2.2x		12	%		11	%
BREP VI (Feb 2007 / Aug 2011)		11,060,444		554,490		6,973,627		2.1x		69	%		18,657,251		2.4x		25,630,878		2.3x		15	%		13	%
BREP VII (Aug 2011 / Apr 2015)		13,492,593		2,419,900		15,764,383		1.6x		1	%		8,919,047		1.9x		24,683,430		1.7x		31	%		20	%
BREP VIII (Apr 2015 / Oct 2020)		16,147,977		10,037,533		7,100,494		1.2x		—			16,270		1.1x		7,116,764		1.2x		12	%		19	%

Total Global BREP		51,681,595		13,011,923		33,621,966		1.5x		18	%		48,766,940		2.2x		82,388,906		1.9x		21	%		16	%

Euro
BREP Int’l (Jan 2001 / Sep 2005)	€	824,172	€	—	€	—		N/A		—		€	1,367,146		2.1x	€	1,367,146		2.1x		23	%		23	%
BREP Int’l II (Sep 2005 / Jun 2008)		1,629,748		—		532,403		1.2x		65	%		1,716,134		1.8x		2,248,537		1.6x		8	%		5	%
BREP Europe III (Jun 2008 / Sep 2013)		3,205,140		469,301		2,999,189		1.8x		—			2,715,178		2.1x		5,714,367		1.9x		23	%		17	%
BREP Europe IV (Sep 2013 / Mar 2019)		6,699,620		2,115,651		6,411,668		1.3x		—			641,477		1.4x		7,053,145		1.3x		26	%		13	%
BREP Europe V (TBD)		5,878,298		5,939,667		—		N/A		—			—		N/A		—		N/A		N/A			N/A

Total Euro BREP	€	18,236,978	€	8,524,619	€	9,943,260		1.4x		4	%	€	6,439,935		1.9x	€	16,383,195		1.6x		16	%		12	%

BREP Co-Investment (g)	$	6,819,065	$	146,573	$	4,950,386		1.6x		42	%	$	7,770,729		2.1x	$	12,721,115		1.9x		18	%		15	%
BREP Asia (Jun 2013 / Dec 2017)		5,079,554		2,717,330		3,229,118		1.4x		—			420,637		1.7x		3,649,755		1.4x		25	%		15	%

Total BREP	$	86,132,424	$	25,308,317	$	54,283,736		1.5x		16	%	$	65,516,128		2.2x	$	119,799,864		1.8x		20	%		16	%

BPP (h)	$	11,946,027	$	3,584,314	$	9,938,325		1.2x		—		$	—		N/A	$	9,938,325		1.2x		N/A			15	%
BREDS (i)		11,003,179		6,512,182		2,466,397		1.2x		—			5,966,987		1.3x		8,433,384		1.3x		13	%		11	%
Hedge Fund Solutions
BSCH (Dec 2013 / Jun 2020) (j)	$	3,300,600	$	2,755,702	$	549,925		1.0x		—		$	75,529		N/A	$	625,454		1.2x		N/A			4	%
BSCH Co-Investment		75,500		31,237		44,495		1.0x		—			1,427		N/A		45,922		1.0x		N/A			2	%

Total Hedge Fund Solutions	$	3,376,100	$	2,786,939	$	594,420		1.0x		—		$	76,956		N/A	$	671,376		1.2x		N/A			4	%

continued...


					Unrealized Investments						Realized Investments				Total Investments				Net IRR (c)
Fund (Investment Period)	Committed Capital		Available Capital (a)		Value		MOIC (b)		% Public		Value		MOIC (b)		Value		MOIC (b)		Realized		Total
	(Dollars in Thousands, Except Where Noted)
Credit (k) Dollar
Mezzanine I (Jul 2007 / Oct 2011)	$	2,000,000	$	99,280	$	454,287		1.7x		—	$	4,407,209		1.6x	$	4,861,496		1.6x		N/A		17	%
Mezzanine II (Nov 2011 / Nov 2016)		4,120,000		1,631,725		3,007,903		1.1x		—		2,150,794		1.5x		5,158,697		1.2x		N/A		13	%
Rescue Lending I (Sep 2009 / May 2013)		3,253,143		474,202		1,269,119		1.1x		—		4,470,939		1.5x		5,740,058		1.4x		N/A		11	%
Rescue Lending II (Jun 2013 / Jun 2018)		5,125,000		2,490,529		2,989,347		1.1x		—		120,256		1.1x		3,109,603		1.1x		N/A		11	%
Energy Select Opportunities (Nov 2015 / Nov 2018)		2,856,866		2,542,430		380,132		1.2x		—		98,205		1.4x		478,337		1.2x		N/A		N/M

Total Dollar Credit		17,355,009		7,238,166		8,100,788		1.1x		—		11,247,403		1.5x		19,348,191		1.3x		N/A		14	%

Euro
European Senior Debt (Feb 2015 / Feb 2018)	€	1,964,689	€	3,401,176	€	523,751		1.0x		—	€	142,288		1.2x	€	666,039		1.0x		N/A		N/M

Total Credit	$	19,621,419	$	11,016,873	$	8,682,663		1.1x		—	$	11,404,871		1.5x	$	20,087,534		1.3x		N/A		14	%

N/M	Not meaningful.

N/A	Not applicable.

(a)	Available Capital represents total investable capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital and may include leverage, less invested capital. This amount is not reduced by outstanding commitments to investments.

(b)	Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Carried Interest, divided by invested capital.

(c)	Net Internal Rate of Return (“IRR”) represents the annualized inception to June 30, 2016 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, after management fees, expenses and Carried Interest.

(d)	Realizations are treated as return of capital until fully recovered and therefore unrealized and realized MOICs are not meaningful.

(e)	BCEP, or Blackstone Core Equity Partners, is a core private equity fund which invests with a more modest risk profile and longer hold period.

(f)	Returns for Other Funds and Co-Investment are not meaningful as these funds have limited transaction activity.

(g)	BREP Co-Investment represents co-investment capital raised for various BREP investments. The Net IRR reflected is calculated by aggregating each co-investment’s realized proceeds and unrealized value, as applicable, after management fees, expenses and Carried Interest.

(h)	BPP represents the core+ real estate funds which invest with a more modest risk profile and lower leverage.

(i)	Excludes Capital Trust drawdown funds.

(j)	BSCH, or Blackstone Strategic Capital Holdings, is a permanent capital vehicle focused on acquiring strategic minority positions in alternative asset managers.

(k)	Funds presented represent the flagship credit drawdown funds only. The Total Credit Net IRR is the combined IRR of the six credit drawdown funds presented.

Segment Analysis

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

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

As a result of the spin-off on October 1, 2015 of Blackstone’s Financial Advisory business, a segment analysis is no longer reported.

Private Equity

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


	Three Months Ended June 30,						2016 vs. 2015						Six Months Ended June 30,						2016 vs. 2015
	2016			2015			$			%			2016			2015			$			%
	(Dollars in Thousands)
Segment Revenues
Management Fees, Net
Base Management Fees	$	131,477		$	121,918		$	9,559			8	%	$	262,125		$	230,301		$	31,824			14	%
Advisory Fees		1,277			4,843			(3,566	)		-74	%		1,758			7,272			(5,514	)		-76	%
Transaction and Other Fees, Net		9,812			(11,842	)		21,654			N/M			18,251			8,517			9,734			114	%
Management Fee Offsets		(4,195	)		(9,028	)		4,833			-54	%		(11,043	)		(13,977	)		2,934			-21	%

Total Management Fees, Net		138,371			105,891			32,480			31	%		271,091			232,113			38,978			17	%

Performance Fees
Realized
Carried Interest		57,056			546,575			(489,519	)		-90	%		87,338			929,553			(842,215	)		-91	%
Unrealized
Carried Interest		85,047			(305,573	)		390,620			N/M			158,922			261,249			(102,327	)		-39	%

Total Performance Fees		142,103			241,002			(98,899	)		-41	%		246,260			1,190,802			(944,542	)		-79	%

Investment Income (Loss)
Realized		22,926			50,258			(27,332	)		-54	%		7,569			95,074			(87,505	)		-92	%
Unrealized		(2,766	)		(22,301	)		19,535			-88	%		12,674			9,186			3,488			38	%

Total Investment Income		20,160			27,957			(7,797	)		-28	%		20,243			104,260			(84,017	)		-81	%
Interest and Dividend Revenue		9,516			7,669			1,847			24	%		19,365			15,287			4,078			27	%
Other		3,395			2,515			880			35	%		1,808			690			1,118			162	%

Total Revenues		313,545			385,034			(71,489	)		-19	%		558,767			1,543,152			(984,385	)		-64	%

Expenses
Compensation and Benefits
Compensation		83,140			68,106			15,034			22	%		163,414			139,178			24,236			17	%
Performance Fee Compensation
Realized
Carried Interest		30,946			106,502			(75,556	)		-71	%		46,373			145,984			(99,611	)		-68	%
Unrealized
Carried Interest		19,450			(25,574	)		45,024			N/M			28,746			152,546			(123,800	)		-81	%

Total Compensation and Benefits		133,536			149,034			(15,498	)		-10	%		238,533			437,708			(199,175	)		-46	%
Other Operating Expenses		48,371			62,571			(14,200	)		-23	%		96,434			101,446			(5,012	)		-5	%

Total Expenses		181,907			211,605			(29,698	)		-14	%		334,967			539,154			(204,187	)		-38	%

Economic Income	$	131,638		$	173,429		$	(41,791	)		-24	%	$	223,800		$	1,003,998		$	(780,198	)		-78	%

N/M	Not meaningful.

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Revenues

Revenues were $313.5 million for the three months ended June 30, 2016, a decrease of $71.5 million compared to $385.0 million for the three months ended June 30, 2015. The decrease in revenues was primarily attributable to decreases of $98.9 million in Performance Fees and $7.8 million in Investment Income, partially offset by an increase of $32.5 million in Total Management Fees, Net.

Although our corporate private equity portfolio was not significantly impacted by Brexit, Private Equity segment revenues in the second quarter of 2016 were moderately lower compared to the second quarter of 2015. This was primarily due to the sale of some large investments at lower multiples of invested capital that, given the long hold periods, did not exceed the accumulated preferred return. The need to make up such shortfall with additional realized gains from subsequent transactions is a timing issue that could persist over the next couple of quarters. To a lesser extent, our Private Equity segment revenues in the second quarter of 2016 were also lower due to foreign currency translation effects and, as a result of Brexit, a negative impact on the marks of certain affected investments in our Tactical Opportunities business in the quarter. Despite continued market volatility, our Private Equity segment appreciated in the second quarter of 2016, driven by strong performance in BCP VI private investments, albeit at a more moderate rate compared to the second quarter of 2015. Operating fundamentals at our Private Equity portfolio companies remain solid, although the rate of growth continues to moderate. If market and/or macroeconomic conditions were to deteriorate in the future and adversely affect the investment performance of our Private Equity segment, revenues in the segment would likely be negatively impacted. Although the market for new investments remains challenged in the current high-priced environment, our Private Equity funds committed to several new investments, including in energy, and remained well positioned to take advantage of market dislocation. Our Private Equity funds also remained active on realizations in the second quarter.

Performance Fees, which are determined on a fund by fund basis, were $142.1 million for the three months ended June 30, 2016, a decrease of $98.9 million compared to $241.0 million for the three months ended June 30, 2015. The decrease was a result of slightly lower returns compared to the second quarter of 2015 despite positive net returns across the segment.

Investment Income was $20.2 million for the three months ended June 30, 2016, a decrease of $7.8 million compared to $28.0 million for the three months ended June 30, 2015 due to the factors noted above.

Total Management Fees, Net were $138.4 million for the three months ended June 30, 2016, an increase of $32.5 million compared to $105.9 million for the three months ended June 30, 2015, primarily driven by increases in Transaction and Other Fees, Net and Base Management Fees. Transaction and Other Fees, Net were $9.8 million for the three months ended June 30, 2016, an increase of $21.7 million compared to $(11.8) million for the three months ended June 30, 2015, due to one-time items related to fundraising fees and legal reserves that were incurred or accrued in the second quarter of 2015. The remainder of the increase in Transaction and Other Fees, Net resulted from the timing of investment closings. Base Management Fees were $131.5 million for the three months ended June 30, 2016, an increase of $9.6 million compared to the $121.9 million for the three months ended June 30, 2015, principally due to a higher level of Fee-Earning Assets Under Management from funds across the segment.

Expenses

Expenses were $181.9 million for the three months ended June 30, 2016, a decrease of $29.7 million compared to $211.6 million for the three months ended June 30, 2015. The decrease was primarily attributable to decreases of $15.5 million in Total Compensation and Benefits and $14.2 million in Other Operating Expenses. The decrease in Total Compensation and Benefits was due to a decrease in Performance Fee Compensation of $30.5 million, partially offset by an increase in Compensation of $15.0 million. Performance Fee Compensation decreased as a result of the decrease in Performance Fees Revenue. Compensation increased primarily due to the increase in Management Fees Revenue, on which a portion of compensation is based and an increase in headcount to support the growth of the business. Other Operating Expenses decreased principally as a result of one-time fundraising and legal reserves in 2015, partially offset by increases in interest and other expenses allocated to the segment.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Revenues

Revenues were $558.8 million for the six months ended June 30, 2016, a decrease of $984.4 million compared to $1.5 billion for the six months ended June 30, 2015. The decrease in revenues was primarily attributable to decreases of $944.5 million in Performance Fees and $84.0 million in Investment Income, partially offset by an increase of $39.0 million in Total Management Fees, Net.

Performance Fees, which are determined on a fund by fund basis, were $246.3 million for the six months ended June 30, 2016, a decrease of $944.5 million, compared to $1.2 billion for the six months ended June 30, 2015, as total private equity funds appreciated 3.4% during the quarter versus 9.7% appreciation in the comparable 2015 quarter, driven mainly by public holdings in BCP V.

Investment Income was $20.2 million for the six months ended June 30, 2016, a decrease of $84.0 million, compared to $104.3 million for the six months ended June 30, 2015, driven primarily by the factors noted above.

Total Management Fees, Net were $271.1 million for the six months ended June 30, 2016, an increase of $39.0 million compared to $232.1 million for the six months ended June 30, 2015, primarily driven by increases in Base Management Fees and Transaction and Other Fees, Net. Base Management Fees were $262.1 million for the six months ended June 30, 2016, an increase of $31.8 million compared to $230.3 million for the six months ended June 30, 2015, principally due to the addition of management fee earning assets across the segment. Transaction and Other Fees, Net were $18.3 million for the six months ended June 30, 2016, an increase of $9.7 million compared to $8.5 million for the six months ended June 30, 2015, principally due to timing of investment closings, as well as one-time items related to fundraising fees and legal reserves that were incurred or accrued in the second quarter of 2015.

Expenses

Expenses were $335.0 million for the six months ended June 30, 2016, a decrease of $204.2 million compared to $539.2 million for the six months ended June 30, 2015. The decrease was primarily attributable to a decrease in Performance Fee Compensation of $223.4 million, partially offset by an increase in Compensation of $24.2 million. Performance Fee Compensation decreased as a result of the decrease in Performance Fees Revenue. Compensation increased primarily due to the increase in Management Fees Revenue, on which a portion of compensation is based, and an increase in headcount to support the growth of the business.

Fund Returns

The following table presents the internal rates of return of our significant private equity funds:


	Three Months Ended June 30,												Six Months Ended June 30,												June 30, 2016 Inception to Date
	2016						2015 (a)						2016						2015 (a)						Realized						Total
Fund (b)	Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net
BCP IV		—			—			2	%		1	%		4	%		4	%		1	%		—			56	%		43	%		50	%		36	%
BCP V		2	%		2	%		2	%		2	%		8	%		6	%		16	%		10	%		12	%		9	%		10	%		8	%
BCOM		17	%		13	%		—			—			16	%		14	%		-1	%		-1	%		13	%		6	%		13	%		7	%
BCP VI		3	%		2	%		4	%		3	%		2	%		1	%		7	%		6	%		64	%		51	%		16	%		10	%
BEP I		4	%		4	%		7	%		6	%		5	%		4	%		8	%		7	%		61	%		57	%		19	%		14	%
BEP II (c)		N/M			N/M			N/A			N/A			N/M			N/M			N/A			N/A			N/A			N/A			N/M			N/M
Tactical Opportunities		2	%		1	%		4	%		4	%		3	%		2	%		7	%		6	%		40	%		32	%		13	%		10	%
Strategic Partners		2	%		2	%		5	%		4	%		2	%		—			8	%		7	%		N/A			N/A			17	%		14	%

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

N/A	Not applicable.

(a)	Changes in previous period returns may be due to adjustments to previous period(s) transaction amounts.

(b)	Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Carried Interest allocations.

(c)	BEP II’s investment returns are presented as N/M due to the early stage nature and limited operations of the fund’s investments which are held at cost. Accordingly the return would only be reflective of the impact of fees and expenses incurred to date.

The corporate private equity funds within the Private Equity segment have five contributed funds with closed investment periods: BCP IV, BCP V, BCP VI, BCOM and BEP I. As of June 30, 2016, BCP IV was above its Carried Interest threshold (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive Carried Interest) and would still be above its Carried Interest threshold even if all remaining investments were valued at zero. BCP V is comprised of two fund classes based on the timings of fund closings, the BCP V “main fund” and BCP V-AC fund. Within these fund classes, the general partner (“GP”) is subject to equalization such that (a) the GP accrues Carried Interest when the total Carried Interest for the combined fund classes is positive and (b) the GP realizes Carried Interest so long as clawback obligations, if any, for the combined fund classes are fully satisfied. During the quarter, both fund classes were above their respective Carried Interest thresholds. BCP VI is currently above its Carried Interest threshold. BCOM is currently above its Carried Interest threshold and has generated inception to date positive returns. We are entitled to retain previously realized Carried Interest up to 20% of BCOM’s net gains. As a result, Performance Fees are recognized from BCOM on current period gains and losses. BEP I is currently above its Carried Interest threshold.

Real Estate

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


	Three Months Ended June 30,						2016 vs. 2015						Six Months Ended June 30,						2016 vs. 2015
	2016			2015			$			%			2016			2015			$			%
	(Dollars in Thousands)
Segment Revenues
Management Fees, Net
Base Management Fees	$	201,004		$	140,743		$	60,261			43	%	$	400,911		$	293,091		$	107,820			37	%
Transaction and Other Fees, Net		21,112			21,510			(398	)		-2	%		56,906			36,726			20,180			55	%
Management Fee Offsets		(1,219	)		(5,428	)		4,209			-78	%		(4,814	)		(10,294	)		5,480			-53	%

Total Management Fees, Net		220,897			156,825			64,072			41	%		453,003			319,523			133,480			42	%

Performance Fees
Realized
Carried Interest		266,382			363,983			(97,601	)		-27	%		467,009			1,175,232			(708,223	)		-60	%
Incentive Fees		6,099			1,220			4,879			400	%		10,168			1,943			8,225			423	%
Unrealized
Carried Interest		(84,875	)		(188,608	)		103,733			-55	%		(96,397	)		(369,627	)		273,230			-74	%
Incentive Fees		5,942			3,935			2,007			51	%		15,707			10,004			5,703			57	%

Total Performance Fees		193,548			180,530			13,018			7	%		396,487			817,552			(421,065	)		-52	%

Investment Income (Loss)
Realized		19,929			85,432			(65,503	)		-77	%		32,904			156,776			(123,872	)		-79	%
Unrealized		(8,902	)		(107,691	)		98,789			-92	%		(11,039	)		(70,181	)		59,142			-84	%

Total Investment Income (Loss)		11,027			(22,259	)		33,286			N/M			21,865			86,595			(64,730	)		-75	%
Interest and Dividend Revenue		13,084			10,259			2,825			28	%		26,272			20,256			6,016			30	%
Other		2,231			1,077			1,154			107	%		322			(2,900	)		3,222			N/M

Total Revenues		440,787			326,432			114,355			35	%		897,949			1,241,026			(343,077	)		-28	%

Expenses
Compensation and Benefits
Compensation		102,888			79,484			23,404			29	%		203,466			164,318			39,148			24	%
Performance Fee Compensation
Realized
Carried Interest		56,441			116,168			(59,727	)		-51	%		99,517			362,664			(263,147	)		-73	%
Incentive Fees		3,300			671			2,629			392	%		5,433			1,027			4,406			429	%
Unrealized
Carried Interest		14,257			(50,559	)		64,816			N/M			41,960			(148,643	)		190,603			N/M
Incentive Fees		2,542			230			2,312			N/M			6,700			2,805			3,895			139	%

Total Compensation and Benefits		179,428			145,994			33,434			23	%		357,076			382,171			(25,095	)		-7	%
Other Operating Expenses		52,201			43,346			8,855			20	%		100,298			83,489			16,809			20	%

Total Expenses		231,629			189,340			42,289			22	%		457,374			465,660			(8,286	)		-2	%

Economic Income	$	209,158		$	137,092		$	72,066			53	%	$	440,575		$	775,366		$	(334,791	)		-43	%

N/M	Not meaningful.

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Revenues

Revenues were $440.8 million for the three months ended June 30, 2016, an increase of $114.4 million compared to $326.4 million for the three months ended June 30, 2015. The increase in revenues was primarily attributable to increases of $64.1 million in Total Management Fees, Net, $33.3 million in Investment Income and $13.0 million in Performance Fees.

Despite public market volatility in the second quarter of 2016, as well as foreign currency translation effects and certain private investment markdowns primarily as a direct result of Brexit, revenues in our Real Estate segment increased in the second quarter of 2016, primarily driven by appreciation in private holdings and the launch of BREP VIII. Overall, operating trends in our Real Estate portfolio remain positive although, as has been the case recently, we see decelerating growth in certain areas, most notably lodging. Market volatility has created significant investment opportunities for our Real Estate segment, which has remained active in realizations as the global hunt for yield has sustained demand for high quality, stable real estate assets. If market and/or macroeconomic conditions were to deteriorate in the future causing a decline in our Real Estate fund investment performance, revenues in our Real Estate segment would likely be negatively impacted.

Total Management Fees, Net were $220.9 million for the three months ended June 30, 2016, an increase of $64.1 million compared to $156.8 million for the three months ended June 30, 2015, driven primarily by an increase in Base Management Fees. Base Management Fees were $201.0 million for the three months ended June 30, 2016, an increase of $60.3 million compared to $140.7 million for the three months ended June 30, 2015, primarily due to the launch of BREP VIII which began earning management fees in the third quarter of 2015.

Investment Income (Loss) was $11.0 million for the three months ended June 30, 2016, an increase of $33.3 million compared to $(22.3) million for the three months ended June 30, 2015, primarily due to the net appreciation of investments in our BREP VI fund. Blackstone has a larger investment in BREP VI than in other funds.

Performance Fees, which are determined on a fund by fund basis, were $193.5 million for the three months ended June 30, 2016, an increase of $13.0 million compared to $180.5 million for the three months ended June 30, 2015. The increase in Performance Fees was primarily due to an increase in the net appreciation of investment holdings within our opportunistic funds, which appreciated 2.2% versus 1.2% in the comparable 2015 quarter. Our core+ funds appreciated 2.1% in the quarter. Our real estate debt drawdown and hedge funds appreciated 2.4% and 0.5%, respectively.

Expenses

Expenses were $231.6 million for the three months ended June 30, 2016, an increase of $42.3 million compared to $189.3 million for the three months ended June 30, 2015. The increase was primarily attributable to increases in Total Compensation and Benefits and Other Operating Expenses of $33.4 million and $8.9 million, respectively. The increase in Total Compensation and Benefits was due to an increase in Compensation of $23.4 million and an increase in Performance Fee Compensation of $10.0 million. Compensation increased primarily due to the increase in Management Fees Revenue, on which a portion of compensation is based, and an increase in headcount to support the growth of the business. Performance Fee Compensation increased as a result of the increase in Performance Fees Revenue. The increase in Other Operating Expenses was due to interest and other operating expenses allocated to the segment.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Revenues

Revenues were $898.0 million for the six months ended June 30, 2016, a decrease of $343.1 million compared to $1.2 billion for the six months ended June 30, 2015. The decrease in revenues was primarily attributable to

decreases of $421.1 million in Performance Fees and $64.7 million in Investment Income, partially offset by an increase of $133.5 million in Total Management Fees, Net.

Performance Fees, which are determined on a fund by fund basis, were $396.5 million for the six months ended June 30, 2016, a decrease of $421.1 million compared to $817.6 million for the six months ended June 30, 2015. Performance Fees decreased due to the net decrease in the appreciation of investment holdings within our opportunistic funds. For the six months ended June 30, 2016, the carrying value of investments for our opportunistic and core+ funds increased 3.8% and 6.5%, respectively. Our real estate debt drawdown and hedge funds appreciated 5.3% and depreciated 3.6%, respectively.

Investment Income was $21.9 million for the six months ended June 30, 2016, a decrease of $64.7 million compared to $86.6 million for the six months ended June 30, 2015, primarily attributable to the same reason noted above.

Total Management Fees, Net were $453.0 million for the six months ended June 30, 2016, an increase of $133.5 million compared to $319.5 million for the six months ended June 30, 2015, driven primarily by increases in Base Management Fees and Transaction and Other Fees, Net. Base Management Fees were $400.9 million for the six months ended June 30, 2016, an increase of $107.8 million compared to $293.1 million for the six months ended June 30, 2015, primarily due to the launch of BREP VIII. Transaction and Other Fees, Net were $56.9 million for the six months ended June 30, 2016, an increase of $20.2 million compared to $36.7 million for the six months ended June 30, 2015, primarily due to the timing of investment closings in our BREP global funds.

Expenses

Expenses were $457.4 million for the six months ended June 30, 2016, a decrease of $8.3 million compared to $465.7 million for the six months ended June 30, 2015. The decrease was attributable to a decrease of $25.1 million in Total Compensation and Benefits, partially offset by an increase in Other Operating Expenses of $16.8 million. The decrease in Total Compensation and Benefits was due to a decrease in Performance Fee Compensation of $64.2 million, partially offset by an increase in Compensation of $39.1 million. Performance Fee Compensation decreased as a result of the decrease in Performance Fees Revenue. Compensation increased primarily due to the increase in Management Fees Revenue, on which a portion of compensation is based and an increase in headcount to support the growth of the business. The increase in Other Operating Expenses was primarily due to interest and other expenses allocated to the segment.

Fund Returns

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

The following table presents the internal rates of return of our significant real estate funds:


	Three Months Ended June 30,												Six Months Ended June 30,												June 30, 2016 Inception to Date
	2016						2015						2016						2015						Realized						Total
Fund (a)	Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net
BREP IV		-1	%		—			5	%		4	%		-9	%		-7	%		8	%		6	%		60	%		36	%		22	%		13	%
BREP V		1	%		1	%		3	%		3	%		1	%		1	%		15	%		13	%		16	%		12	%		14	%		11	%
BREP VI		1	%		—			-5	%		-4	%		5	%		4	%		8	%		6	%		19	%		15	%		17	%		13	%
BREP VII		2	%		2	%		6	%		5	%		3	%		2	%		10	%		8	%		44	%		31	%		29	%		20	%
BREP VIII		8	%		5	%		N/A			N/A			14	%		9	%		N/A			N/A			23	%		12	%		34	%		19	%
BREP International II (b)		1	%		1	%		2	%		2	%		3	%		3	%		19	%		18	%		10	%		8	%		7	%		5	%
BREP Europe III (b)		-4	%		-4	%		4	%		3	%		-5	%		-5	%		12	%		10	%		34	%		23	%		26	%		17	%
BREP Europe IV (b)		1	%		1	%		8	%		6	%		3	%		2	%		16	%		11	%		42	%		26	%		21	%		13	%
BREP Co-Investment (c)		4	%		3	%		-9	%		-8	%		5	%		5	%		5	%		5	%		19	%		18	%		17	%		15	%
BREP Asia		7	%		5	%		6	%		5	%		13	%		10	%		14	%		9	%		33	%		25	%		24	%		15	%
BPP		2	%		2	%		N/A			N/A			6	%		6	%		N/A			N/A			N/A			N/A			17	%		15	%
BREDS Drawdown		5	%		2	%		5	%		2	%		8	%		4	%		5	%		2	%		17	%		13	%		16	%		11	%
BREDS Liquid		1	%		1	%		1	%		1	%		-3	%		-4	%		6	%		4	%		N/A			N/A			12	%		8	%

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

N/M	Not meaningful.

N/A	Not applicable.

(a)	Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and performance fee allocations.

(b)	Euro-based internal rates of return.

(c)	Excludes fully realized co-investments prior to Blackstone’s IPO.

The following table presents the Carried Interest status of our real estate carry funds with expired investment periods which are currently not generating performance fees as of June 30, 2016:


	Gain to Cross Carried Interest Threshold (a)
Fully Invested Funds	Amount		% Change in Total Enterprise Value (b)			% Change in Equity Value
	(Amounts in Millions)
BREP Int’l II (Sep 2005 / Jun 2008)	€	828		42	%		169	%

(a)

The general partner of each fund is allocated Carried Interest when the annualized returns, net of management fees and expenses, exceed the preferred return as dictated by the fund agreements. The preferred return is calculated for each limited partner individually. The Gain to Cross Carried Interest Threshold represents the increase in equity at the fund level (excluding our side-by-side investments) that is required for the general partner to begin accruing Carried Interest, assuming the gain is earned pro rata across the fund’s investments and is achieved at the reporting date.

(b)	Total Enterprise Value is the respective fund’s pro rata ownership of the privately held portfolio companies’ Enterprise Value.

The Real Estate segment has six funds in their investment period, which were above their respective Carried Interest thresholds as of June 30, 2016: BREP VIII, BREP Asia, BREP Europe IV and three funds within BREDS.

Hedge Fund Solutions

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


	Three Months Ended June 30,						2016 vs. 2015						Six Months Ended June 30,						2016 vs. 2015
	2016			2015			$			%			2016			2015			$			%
	(Dollars in Thousands)
Segment Revenues
Management Fees, Net
Base Management Fees	$	130,123		$	130,216		$	(93	)		-0	%	$	260,281		$	260,853		$	(572	)		-0	%
Transaction and Other Fees, Net		(5	)		—			(5	)		N/M			538			25			513			N/M
Management Fee Offsets		—			(608	)		608			-100	%		—			(888	)		888			-100	%

Total Management Fees, Net		130,118			129,608			510			0	%		260,819			259,990			829			0	%

Performance Fees
Realized
Incentive Fees		(251	)		16,915			(17,166	)		N/M			2,433			27,431			(24,998	)		-91	%
Unrealized
Carried Interest		801			8,014			(7,213	)		-90	%		833			8,014			(7,181	)		-90	%
Incentive Fees		1,036			15,855			(14,819	)		-93	%		(1,899	)		63,282			(65,181	)		N/M

Total Performance Fees		1,586			40,784			(39,198	)		-96	%		1,367			98,727			(97,360	)		-99	%

Investment Income (Loss)
Realized		(515	)		(1,757	)		1,242			-71	%		(5,260	)		(12,132	)		6,872			-57	%
Unrealized		9,357			2,032			7,325			360	%		(2,934	)		6,515			(9,449	)		N/M

Total Investment Income (Loss)		8,842			275			8,567			N/M			(8,194	)		(5,617	)		(2,577	)		46	%
Interest and Dividend Revenue		5,205			3,970			1,235			31	%		10,501			7,919			2,582			33	%
Other		1,125			459			666			145	%		(263	)		(1,148	)		885			-77	%

Total Revenues		146,876			175,096			(28,220	)		-16	%		264,230			359,871			(95,641	)		-27	%

Expenses
Compensation and Benefits
Compensation		44,436			45,841			(1,405	)		-3	%		98,605			101,945			(3,340	)		-3	%
Performance Fee Compensation
Realized
Incentive Fees		1,325			8,711			(7,386	)		-85	%		3,188			12,181			(8,993	)		-74	%
Unrealized
Carried Interest		238			4,077			(3,839	)		-94	%		238			4,077			(3,839	)		-94	%
Incentive Fees		480			3,764			(3,284	)		-87	%		(715	)		19,415			(20,130	)		N/M

Total Compensation and Benefits		46,479			62,393			(15,914	)		-26	%		101,316			137,618			(36,302	)		-26	%
Other Operating Expenses		27,218			20,499			6,719			33	%		53,364			41,705			11,659			28	%

Total Expenses		73,697			82,892			(9,195	)		-11	%		154,680			179,323			(24,643	)		-14	%

Economic Income	$	73,179		$	92,204		$	(19,025	)		-21	%	$	109,550		$	180,548		$	(70,998	)		-39	%

N/M	Not meaningful.

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Revenues

Revenues were $146.9 million for the three months ended June 30, 2016, a decrease of $28.2 million compared to $175.1 million for the three months ended June 30, 2015. The decrease in revenues was primarily attributable to a decrease of $39.2 million in Performance Fees, partially offset by an increase of $8.6 million in Investment Income.

The modest decline in revenues for the second quarter of 2016 compared to the second quarter of 2015 in our Hedge Fund Solutions segment was primarily driven by a decline in Performance Fees. Although Performance Fees declined primarily as a result of continued equity market volatility, Hedge Fund Solutions segment returns generally recovered in the second quarter of 2016 after a challenging first quarter of the year, with the BPS Composite gross return up 1.4% in the second quarter. Although given market conditions, much of Hedge Fund Solutions’ Fee-Earning Assets Under Management eligible for Incentive Fees were below the high water mark in the first quarter of 2016, the positive progress in the second quarter leaves a significant portion of such capital closer to its high water mark. If global asset prices experience a period of continued extreme volatility or declines, or liquidity needs cause investors to withdraw assets, Hedge Fund Solutions revenues would likely be negatively impacted. Nonetheless, demand for products in our Hedge Fund Solutions segment remained strong in the quarter, and the segment operates multiple business lines, manages strategies that are both long and short asset classes and generates a majority of its revenue through management fees, all of which provide a level of downside protection to Hedge Fund Solutions revenues.

Performance Fees, which are determined on a fund by fund basis, were $1.6 million for the three months ended June 30, 2016, a decrease of $39.2 million compared to $40.8 million for the three months ended June 30, 2015. The decrease in Performance Fees was primarily due to lower returns.

Investment Income was $8.8 million for the three months ended June 30, 2016, an increase of $8.6 million compared to the three months ended June 30, 2015, primarily driven by an increase in the amount and the year over year net appreciation of investments of which Blackstone owns a share.

Expenses

Expenses were $73.7 million for the three months ended June 30, 2016, a decrease of $9.2 million compared to $82.9 million for the three months ended June 30, 2015. The decrease in expenses was primarily attributable to a decrease of $14.5 million in Performance Fee Compensation, partially offset by an increase of $6.7 million in Other Operating Expenses. The decrease in Performance Fee Compensation was due to the decrease in Performance Fees Revenue. The increase in Other Operating Expenses was primarily due to an increase in interest and other expenses allocated to the segment.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Revenues

Revenues were $264.2 million for the six months ended June 30, 2016, a decrease of $95.7 million compared to $359.9 million for the six months ended June 30, 2015. The decrease in revenue was primarily attributable to decreases of $97.4 million and $2.6 million in Performance Fees and Investment Income (Loss) respectively, partially offset by an increase of $2.6 million in Interest and Dividend Revenue.

Performance Fees, which are determined on a fund by fund basis, were $1.4 million for the six months ended June 30, 2016, a decrease of $97.4 million compared to $98.7 million for the six months ended June 30, 2015. The decrease in Performance Fees was primarily due to lower returns.

Investment Income (Loss) was $(8.2) million for the six months ended June 30, 2016, a decrease of $2.6 million compared to $(5.6) million for the six months ended June 30, 2015. The decrease in Investment Income (Loss) was primarily driven by the year over year net depreciation of investments of which Blackstone owns a share.

Expenses

Expenses were $154.7 million for the six months ended June 30, 2016, a decrease of $24.6 million compared to $179.3 million for the six months ended June 30, 2015. The decrease in expenses was primarily due to a decrease in Performance Fee Compensation of $33.0 million, partially offset by an increase in Other Operating Expenses of $11.7 million. The decrease in Performance Fee Compensation was due to the decrease in Performance Fees Revenue. The increase in Other Operating Expenses was primarily resulting from an increase in interest and other expense allocations to the segment.

Operating Metrics

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


	Fee-Earning Assets Under Management Eligible for Incentive Fees				Estimated % Above High Water Mark / Benchmark (a)
	As of June 30,				As of June 30,
	2015		2016		2015			2016
	(Dollars in Thousands)
BAAM Managed Funds (b)	$	36,653,020	$	35,562,130		93	%		10	%

(a)

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

(b)

For the BAAM managed funds, at June 30, 2016 the incremental appreciation needed for the 90% of Fee-Earning Assets Under Management below their respective High Water Marks/Benchmarks to reach their respective High Water Marks/Benchmarks was $1.2 billion, an increase of $1.2 billion, compared to $19.7 million at June 30, 2015. Of the Fee-Earning Assets Under Management below their respective High Water Marks/Benchmarks as of June 30, 2016, 83% were within 5% of reaching their respective High Water Mark.

Composite Returns

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

The following table presents the return information of the BAAM Principal Solutions Composite:


	Three Months Ended June 30,												Six Months Ended June 30,												Average Annual Returns (a)
	Three Months Ended June 30,												Six Months Ended June 30,												Periods Ended June 30, 2016
	2016						2015						2016						2015						One Year						Three Year						Five Year						Historical
Composite	Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net
BAAM Principal Solutions Composite (b)		1	%		1	%		1	%		1	%		-2	%		-2	%		4	%		4	%		-2	%		-3	%		5	%		4	%		5	%		5	%		7	%		6	%

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

100

(a)	Composite returns present a summarized asset-weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds.

(b)

BAAM’s Principal Solutions (“BPS”) Composite covers the period from January 2000 to present, although BAAM’s inception date is September 1990. BPS Composite does not include BAAM’s individual investor solutions (i.e., liquid alternatives), long-biased commodities, ventures (i.e., seeding and minority interests), strategic opportunities (i.e., co-investments), Senfina (i.e., direct trading) and advisory (non-discretionary) platforms, except for investments by BPS funds directly into those platforms. BAAM-managed funds in liquidation are also excluded. The historical return is from January 1, 2000.

101

Credit

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


	Three Months Ended June 30,						2016 vs. 2015						Six Months Ended June 30,						2016 vs. 2015
	2016			2015			$			%			2016			2015			$			%
	(Dollars in Thousands)
Segment Revenues
Management Fees, Net
Base Management Fees	$	131,392		$	123,615		$	7,777			6	%	$	257,382		$	248,644		$	8,738			4	%
Transaction and Other Fees, Net		1,424			2,060			(636	)		-31	%		2,766			3,517			(751	)		-21	%
Management Fee Offsets		(9,982	)		(3,370	)		(6,612	)		196	%		(19,640	)		(11,220	)		(8,420	)		75	%

Total Management Fees, Net		122,834			122,305			529			0	%		240,508			240,941			(433	)		-0	%

Performance Fees
Realized
Carried Interest		296			26,925			(26,629	)		-99	%		296			40,292			(39,996	)		-99	%
Incentive Fees		23,515			29,684			(6,169	)		-21	%		45,212			48,115			(2,903	)		-6	%
Unrealized
Carried Interest		87,295			44,218			43,077			97	%		72,516			32,267			40,249			125	%
Incentive Fees		1,029			6,521			(5,492	)		-84	%		1,299			15,645			(14,346	)		-92	%

Total Performance Fees		112,135			107,348			4,787			4	%		119,323			136,319			(16,996	)		-12	%

Investment Income (Loss)
Realized		11,330			2,723			8,607			316	%		8,356			4,960			3,396			68	%
Unrealized		8,412			2,760			5,652			205	%		(9,149	)		9,647			(18,796	)		N/M

Total Investment Income (Loss)		19,742			5,483			14,259			260	%		(793	)		14,607			(15,400	)		N/M
Interest and Dividend Revenue		7,428			5,938			1,490			25	%		14,176			11,589			2,587			22	%
Other		1,795			34			1,761			N/M			431			3,527			(3,096	)		-88	%

Total Revenues		263,934			241,108			22,826			9	%		373,645			406,983			(33,338	)		-8	%

Expenses
Compensation and Benefits
Compensation		55,691			47,124			8,567			18	%		108,073			97,001			11,072			11	%
Performance Fee Compensation
Realized
Carried Interest		194			15,362			(15,168	)		-99	%		194			21,632			(21,438	)		-99	%
Incentive Fees		10,626			12,455			(1,829	)		-15	%		20,753			20,856			(103	)		-0	%
Unrealized
Carried Interest		41,257			21,497			19,760			92	%		34,259			15,841			18,418			116	%
Incentive Fees		(333	)		2,137			(2,470	)		N/M			152			8,872			(8,720	)		-98	%

Total Compensation and Benefits		107,435			98,575			8,860			9	%		163,431			164,202			(771	)		-0	%
Other Operating Expenses		29,464			23,539			5,925			25	%		55,684			45,375			10,309			23	%

Total Expenses		136,899			122,114			14,785			12	%		219,115			209,577			9,538			5	%

Economic Income	$	127,035		$	118,994		$	8,041			7	%	$	154,530		$	197,406		$	(42,876	)		-22	%

N/M	Not meaningful.

102

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Revenues

Revenues were $263.9 million for the three months ended June 30, 2016, an increase of $22.8 million compared to $241.1 million for the three months ended June 30, 2015. This change was primarily attributable to increases of $14.3 million in Investment Income (Loss) and $4.8 million in Performance Fees.

Following a challenging period for global credit markets in early 2016, revenues in our Credit segment increased in the second quarter of 2016 compared to the second quarter of 2015, driven in significant part by liquid portfolio gains and a significant rebound in energy investments in distressed credit strategies resulting from a rally in energy and commodity prices in the second quarter of 2016. Market dislocation allowed our Credit segment to build on its deal pipeline strategies and create investment opportunities in the second quarter of 2016, as $1.7 billion of capital was deployed or committed in the quarter, primarily in European and energy investments. However, prolonged periods of market pressure and volatility and depressed energy prices may negatively impacts marks and revenues in our Credit segments.

Investment Income was $19.7 million for the three months ended June 30, 2016, an increase of $14.3 million compared to $5.5 million for the three months ended June 30, 2015. The increase in Investment Income was primarily driven by greater returns on Blackstone’s investments in the GSO funds.

Performance Fees were $112.1 million for the three months ended June 30, 2016, an increase of $4.8 million compared to $107.3 million for the three months ended June 30, 2015. This change was primarily attributable to a significant rebound in energy investments as well as broad based appreciation of funds. The composite net returns of Blackstone’s Credit segment funds for the three months ended June 30, 2016 were 8.3% for Performing Credit Strategies and 6.2% for Distressed Strategies.

Expenses

Expenses were $136.9 million for the three months ended June 30, 2016, an increase of $14.8 million compared to $122.1 million for the three months ended June 30, 2015. The increase in expenses was primarily attributable to increases of $8.6 million and $5.9 million in Compensation and Other Operating Expenses, respectively. The increase in Compensation was primarily due to an increase in headcount to support the growth of the business. The increase in Other Operating Expenses was due to higher occupancy and professional fee expenses and interest expense allocated to the segment.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Revenues

Revenues were $373.6 million for the six months ended June 30, 2016, a decrease of $33.3 million compared to $407.0 million for the six months ended June 30, 2015. This change was primarily attributable to decreases of $17.0 million and $15.4 million in Performance Fees and Investment Income (Loss).

Performance Fees were $119.3 million for the six months ended June 30, 2016, a decrease of $17.0 million compared to $136.3 million for the six months ended June 30, 2015. This change was primarily attributable to lower returns in certain alternative strategies funds. The composite net returns of Blackstone’s significant Credit segment funds were 2.6% for Distressed Strategies and 7.8% for Performing Credit Strategies for the six months ended June 30, 2016.

Investment Income (Loss) was $(0.8) million for the six months ended June 30, 2016, a decrease of $15.4 million compared to $14.6 million for the six months ended June 30, 2015. The decrease in Investment Income (Loss) was primarily driven by losses in the three months ended March 31, 2016 in European CLOs, Hedge Fund Strategies and Long Only funds.

103

Expenses

Expenses were $219.1 million for the six months ended June 30, 2016, an increase of $9.5 million compared to $209.6 million for the six months ended June 30, 2015. The increase in expenses was primarily attributable to increases of $11.1 million in Compensation and $10.3 million in Other Operating Expenses, partially offset by a decrease of $11.8 million in Performance Fee Compensation. The increase in Compensation was primarily due to an increase in headcount to support the growth of the business. The increase in Other Operating Expenses was driven by higher occupancy and professional fee expense, as well as interest expense allocated to the segment. The decrease in Performance Fee Compensation was due to the decrease in Performance Fees Revenue.

Fund Returns

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

The following table presents combined internal rates of return of the segment’s Performing Credit and Distressed Strategies funds:


	Three Months Ended June 30,												Six Months Ended June 30,												June 30, 2016 Inception to Date
	2016						2015						2016						2015						June 30, 2016 Inception to Date
Composite (a)	Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net
Performing Credit Strategies (b)		10	%		8	%		4	%		3	%		10	%		8	%		8	%		5	%		15	%		8	%
Distressed Strategies (c)		7	%		6	%		3	%		2	%		4	%		3	%		4	%		3	%		10	%		6	%

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

(a)	Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and performance fee allocations, net of tax advances.

(b)

Performing Credit Strategies include mezzanine lending funds, BDCs and other performing credit strategy funds. Performing Credit Strategies’ returns represent the IRR of the combined cash flows of the fee-earning funds exceeding $100 million of fair value at each respective quarter end excluding the Blackstone Funds that were contributed to GSO as part of Blackstone’s acquisition of GSO in March 2008. The inception to date returns are from July 16, 2007.

(c)

Distressed Strategies include rescue lending funds, distressed hedge funds and energy strategies. Distressed Strategies’ returns represent the IRR of the combined cash flows of the fee-earning funds exceeding $100 million of fair value at each respective quarter end. The inception to date returns are from August 1, 2005.

As of June 30, 2016, there was $25.4 billion of Performance Fee eligible assets under management invested in Credit strategies that were above the hurdle necessary to generate Incentive Fees or Carried Interest. This represented 74% of the total Performance Fee eligible assets at fair value across all Credit strategies.

Liquidity and Capital Resources

General

Blackstone’s business model derives revenue primarily from third party assets under management. Blackstone is not a capital or balance sheet intensive business and targets operating expense levels such that total management and advisory fees exceed total operating expenses each period. As a result, we require limited capital resources to

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support the working capital or operating needs of our businesses. We draw primarily on the long-term committed capital of our limited partner investors to fund the investment requirements of the Blackstone Funds and use our own realizations and cash flows to invest in growth initiatives, make commitments to our own funds, where our minimum general partner commitments are generally less than 5% of the limited partner commitments of a fund, and pay distributions to unitholders.

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

Total assets were $23.0 billion as of June 30, 2016, an increase of $515.6 million from December 31, 2015. The increase in total assets was a result of normal business activities.

Total liabilities were $10.9 billion as of June 30, 2016, an increase of $630.6 million from December 31, 2015. The increase in total liabilities was primarily due to an increase in Loans Payable of $625.0 million, which was attributable to normal operating activities of our Consolidated Blackstone Funds.

For the three months ended June 30, 2016, we had Total Fee Related Revenues of $620.8 million and related expenses of $394.6 million, generating Fee Related Earnings of $226.1 million and Distributable Earnings of $503.5 million. For the six months ended June 30, 2016, we had Total Fee Related Revenues of $1.2 billion and related expenses of $782.1 million, generating Fee Related Earnings of $445.6 million and Distributable Earnings of $891.4 billion.

Sources of Liquidity

We have multiple sources of liquidity to meet our capital needs, including annual cash flows, accumulated earnings in the businesses, investments in our own Treasury and liquid funds and access to our debt capacity, including our $1.1 billion committed revolving credit facility and the proceeds from our issuances of senior notes. As of June 30, 2016, Blackstone had $1.5 billion in cash and cash equivalents, $2.0 billion invested in Blackstone’s Treasury Cash Management Strategies, $2.2 billion in investments invested in Blackstone Funds and other investments, against $2.8 billion in borrowings from our bond issuances, and no borrowings outstanding under our revolving credit facility.

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

We use Distributable Earnings, which is derived from our segment reported results, as a supplemental non-GAAP measure to assess performance and amounts available for distributions to Blackstone unitholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Distributable Earnings is intended to show the amount of net realized earnings without the effects of the consolidation of the Blackstone Funds. Distributable Earnings is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision for Taxes. Distributable Earnings, which is a

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component of Economic Net Income, is the sum across all segments of: (a) Total Management and Advisory Fees, (b) Interest and Dividend Revenue, (c) Other Revenue, (d) Realized Performance Fees, and (e) Realized Investment Income (Loss); less (a) Compensation, excluding the expense of equity-based awards, (b) Realized Performance Fee Compensation, (c) Other Operating Expenses, and (d) Taxes and Related Payables including the Payable Under Tax Receivable Agreement.

The following table calculates Blackstone’s Fee Related Earnings, Distributable Earnings and Economic Net Income:

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(a)	Represents the total segment amounts of the respective captions. See Note 18. “Segment Reporting” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.

(b)	Detail on this amount is included in the table below.

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(c)	Taxes and Related Payables Including Payable Under Tax Receivable Agreement represents the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision for Taxes and the Payable Under Tax Receivable Agreement.

(d)	Represents equity-based award expense included in Economic Income, which excludes all transaction-related equity-based charges.

(e)	Represents tax-related payables including the Payable Under Tax Receivable Agreement, which is a component of Taxes and Related Payables.

The following calculates the components of Fee Related Earnings, Distributable Earnings and Economic Net Income in the above table identified by note (b):

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(a)	Represents the total segment amounts of the respective captions. See Note 18. “Segment Reporting” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.

(b)	Represents equity-based award expense included in Economic Income, which excludes all transaction-related equity-based charges.

(c)	Taxes and Related Payables Including Payable Under Tax Receivable Agreement represents the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision for Taxes and the Payable Under Tax Receivable Agreement.

(d)	Represents tax-related payables including the Payable Under Tax Receivable Agreement, which is a component of Taxes and Related Payables.

The following table is a reconciliation of Net Income Attributable to The Blackstone Group L.P. to Economic Income, of Economic Income to Economic Net Income, of Economic Net Income to Fee Related Earnings, of Fee Related Earnings to

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Distributable Earnings and of Distributable Earnings to Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization:

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(a)

This adjustment adds back to Income (Loss) Before Provision (Benefit) for Taxes amounts for Transaction-Related Charges which include principally equity-based compensation charges associated with Blackstone’s IPO and long-term retention programs outside of annual deferred compensation and other corporate actions.

(b)	This adjustment adds back to Income (Loss) Before Provision (Benefit) for Taxes amounts for the Amortization of Intangibles which are associated with Blackstone’s IPO and other corporate actions.

(c)	This adjustment adds back to Income (Loss) Before Provision (Benefit) for Taxes the amount of (Income) Loss Associated with Non-Controlling Interests of Consolidated Entities and includes the amount of Management Fee Revenues associated with consolidated CLO entities.

(d)	Taxes represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes.

(e)	This adjustment removes from EI the total segment amount of Performance Fees.

(f)	This adjustment removes from EI the total segment amount of Investment Income.

(g)	This adjustment represents Interest Income and Dividend Revenue less Interest Expense.

(h)	This adjustment removes from expenses the compensation and benefit amounts related to Blackstone’s profit sharing plans related to Performance Fees.

(i)	Represents the adjustment for realized Performance Fees net of corresponding actual amounts due under Blackstone’s profit sharing plans related thereto. Equals the sum of Net Realized Incentive Fees and Net Realized Carried Interest.

(j)	Represents the adjustment for Blackstone’s Realized Investment Income.

(k)	Taxes and Related Payables Including Payable Under Tax Receivable Agreement represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and the Payable Under Tax Receivable Agreement.

(l)	Represents equity-based award expense included in EI, which excludes all transaction-related equity-based charges.

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Liquidity Needs

We expect that our primary liquidity needs will be cash to (a) provide capital to facilitate the growth of our existing businesses which principally includes funding our general partner and co-investment commitments to our funds, (b) provide capital to facilitate our expansion into new businesses that are complementary, (c) pay operating expenses, including cash compensation to our employees and other obligations as they arise, (d) fund modest capital expenditures, (e) repay borrowings and related interest costs, (f) pay income taxes, and (g) make distributions to our unitholders and the holders of Blackstone Holdings Partnership Units. Our own capital commitments to our funds, the funds we invest in and our investment strategies as of June 30, 2016 consisted of the following:


	Blackstone and General Partner				Senior Managing Directors and Certain Other Professionals (a)
Fund	Original Commitment		Remaining Commitment		Original Commitment		Remaining Commitment
	(Dollars in Thousands)
Private Equity
BCP VII	$	500,000	$	500,000	$	225,000	$	225,000
BCP VI		719,718		147,045		250,000		51,077
BCP V		629,356		40,519		—		—
BEP I		50,000		5,098		—		—
BEP II		80,000		78,036		26,667		26,012
BCEP		92,500		92,500		—		—
Tactical Opportunities		236,245		109,221		61,015		36,407
Strategic Partners		310,856		236,175		55,851		45,727
Other (c)		211,129		11,533		—		—
Real Estate
BREP VIII		300,000		188,058		100,000		62,686
BREP VII		300,000		52,874		100,000		17,625
BREP VI		750,000		36,809		150,000		7,362
BREP Europe III		100,000		13,231		35,000		4,631
BREP Europe IV		130,000		37,046		43,333		12,349
BREP Europe V		130,000		130,000		43,333		43,333
BREP Asia		50,392		23,103		16,797		7,701
BREDS II		50,000		26,372		16,667		8,791
BREDS III		50,000		50,000		16,667		16,667
CT Opportunity Partners I (b)		25,000		24,497		—		—
Other (c)		128,674		35,609		—		—
Hedge Fund Solutions
Strategic Alliance		50,000		2,033		—		—
Strategic Alliance II		50,000		1,482		—		—
Strategic Alliance III		2,000		2,000		—		—
Strategic Holdings LP		50,000		41,902		—		—
Other (c)		800		280		—		—
Credit
Capital Opportunities Fund II LP		120,000		47,673		109,960		43,685
GSO Capital Solutions II		125,000		84,559		119,655		80,943
Blackstone/GSO Capital Solutions		50,000		7,941		27,666		4,394
BMezz II		17,692		3,085		—		—
GSO Credit Alpha Fund LP		52,102		23,352		50,580		22,670
GSO Euro Senior Debt Fund LP		63,000		59,922		56,811		54,035
GSO Energy Select Opportunities Fund		80,000		73,750		74,682		68,847
Capital Opportunities Fund III LP		66,488		66,488		6,097		6,097
Other (c)		97,328		43,519		15,201		3,664
Other
Treasury		187,464		11,550		—		—

Total	$	5,855,744	$	2,307,262	$	1,600,982	$	849,703

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(a)

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

(b)	Represents a legacy fund managed by us as a result of the 2012 acquisition of the investment advisory business of BXMT.

(c)	Represents capital commitments to a number of other funds in each respective segment.

Blackstone, through indirect subsidiaries, has a $1.1 billion unsecured revolving credit facility (the “Credit Facility”) with Citibank, N.A., as Administrative Agent with a maturity date of May 29, 2019. Borrowings may also be made in U.K. sterling, euros, Swiss francs or Japanese yen, in each case subject to certain sub-limits. The Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly.

In August 2009, Blackstone Holdings Finance Co. L.L.C. issued $600 million in aggregate principal amount of 6.625% Senior Notes which will mature on August 15, 2019, unless earlier redeemed or repurchased. In September 2010, Blackstone Holdings Finance Co. L.L.C. issued $400 million in aggregate principal amount of 5.875% Senior Notes which will mature on March 15, 2021, unless earlier redeemed or repurchased. In August 2012, Blackstone Holdings Finance Co. L.L.C. issued $400 million in aggregate principal amount of 4.75% Senior Notes which will mature on February 15, 2023 and $250 million in aggregate principal amount of 6.25% Senior Notes which will mature on August 15, 2042. In April 2014, Blackstone Holdings Finance Co. L.L.C. issued $500 million in aggregate principal amount of 5.000% Senior Notes which will mature on June 15, 2044, unless earlier redeemed or repurchased. In April 2015, Blackstone Holdings Finance Co. L.L.C. issued $350 million in aggregate principal amount of 4.450% Senior Notes which will mature on July 15, 2045, unless earlier redeemed or repurchased. In May 2015, Blackstone Holdings Finance Co. L.L.C. issued €300 million in aggregate principal amount of 2.000% Senior Notes which will mature on May 19, 2025, unless earlier redeemed or repurchased. (These Senior Notes are collectively referred to as the “Notes”.) The Notes are unsecured and unsubordinated obligations of Blackstone Holdings Finance Co. L.L.C. and are fully and unconditionally guaranteed, jointly and severally, by The Blackstone Group L.P. and each of the Blackstone Holdings Partnerships. The Notes contain customary covenants and financial restrictions that, among other things, limit Blackstone Holdings Finance Co. L.L.C. and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Notes also contain customary events of default. All or a portion of the Notes may be redeemed at our option, in whole or in part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes. If a change of control repurchase event occurs, the Notes are subject to repurchase at the repurchase price as set forth in the Notes.

In January 2008, the Board of Directors of our general partner, Blackstone Group Management L.L.C., authorized the repurchase of up to $500 million of our common units and Blackstone Holdings Partnership Units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of Blackstone common units and Blackstone Holdings Partnership Units repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. This unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. During the three months ended June 30, 2016, no units were repurchased. As of June 30, 2016, the amount remaining under this program available for repurchases was $335.8 million.

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Distributions

Distributable Earnings, which is derived from Blackstone’s segment reported results, is a supplemental measure to assess performance and amounts available for distributions to Blackstone unitholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Distributable Earnings is intended to show the amount of net realized earnings without the effects of the consolidation of the Blackstone Funds. Distributable Earnings, which is a component of Economic Net Income, is the sum across all segments of: (a) Total Management and Advisory Fees, (b) Interest and Dividend Revenue, (c) Other Revenue, (d) Realized Performance Fees, and (e) Realized Investment Income (Loss); less (a) Compensation, excluding the expense of equity-based awards, (b) Realized Performance Fee Compensation, (c) Other Operating Expenses, and (d) Taxes and Related Payables Including the Payable Under Tax Receivable Agreement.

Our intention is to distribute quarterly to common unitholders approximately 85% of The Blackstone Group L.P.’s share of Distributable Earnings, subject to adjustment by amounts determined by Blackstone’s general partner to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and funds, to comply with applicable law, any of its debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and distributions to unitholders for any ensuing quarter. The amount to be distributed could also be adjusted upward in any one quarter.

All of the foregoing is subject to the qualification that the declaration and payment of any distributions are at the sole discretion of our general partner and our general partner may change our distribution policy at any time, including, without limitation, to reduce the quarterly distribution payable to our common unitholders or even to eliminate such distributions entirely.

Because the subsidiaries of The Blackstone Group L.P. must pay taxes and make payments under the tax receivable agreements, the amounts ultimately distributed by The Blackstone Group L.P. to its common unitholders in respect of each fiscal year are expected to be less, on a per unit basis, than the amounts distributed by the Blackstone Holdings Partnerships to the Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships in respect of their Blackstone Holdings Partnership Units.

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The following chart shows fiscal quarterly and annual per common unitholder distributions for 2015 and 2016. Distributions are declared and paid in the quarter subsequent to the quarter in which they are earned.

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With respect to the second quarter of fiscal year 2016, we have paid to common unitholders a distribution of $0.36 per common unit, aggregating $0.64 per common unit in respect of the six months ended June 30, 2016. With respect to fiscal year 2015, we paid common unitholders aggregate distributions of $2.73 per common unit.

Leverage

We may under certain circumstances use leverage opportunistically and over time to create the most efficient capital structure for Blackstone and our public common unitholders. In addition to the borrowings from our bond issuances and our revolving credit facility, our Treasury Cash Management Strategies may use reverse repurchase agreements, repurchase agreements and securities sold, not yet purchased. All of these positions are held in a separately managed portfolio. Reverse repurchase agreements are entered into primarily to take advantage of opportunistic yields otherwise absent in the overnight markets and also to use the collateral received to cover securities sold, not yet purchased. Repurchase agreements are entered into primarily to opportunistically yield higher spreads on purchased securities. The balances held in these financial instruments fluctuate based on Blackstone’s liquidity needs, market conditions and investment risk profiles.

Generally our funds in our private equity segment, our opportunistic real estate funds, funds of hedge funds and certain credit-focused funds have not utilized substantial leverage at the fund level other than for (a) short-term borrowings between the date of an investment and the receipt of capital from the investing fund’s investors, and (b) long-term borrowings for certain investments in aggregate amounts which are generally 1% to 20% of the capital commitments of the respective fund. Our carry funds make direct or indirect investments in companies that utilize leverage in their capital structure. The degree of leverage employed varies among portfolio companies.

Certain of our Real Estate debt hedge funds, Hedge Fund Solutions and Credit funds use leverage in order to obtain additional market exposure, enhance returns on invested capital and/or to bridge short-term cash needs. The

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forms of leverage primarily employed by these funds include purchasing securities on margin, utilizing collateralized financing and using derivative instruments.

The following table presents information regarding these financial instruments in our Condensed Consolidated Statements of Financial Condition:


	Reverse Repurchase Agreements		Repurchase Agreements		Securities Sold, Not Yet Purchased
	(Dollars in Millions)
Balance, June 30, 2016	$	43.9	$	56.4	$	115.8
Balance, December 31, 2015	$	204.9	$	40.9	$	176.7
Six Months Ended June 30, 2016
Average Daily Balance	$	51.5	$	59.2	$	117.9
Maximum Daily Balance	$	230.9	$	95.0	$	189.5

Contractual Obligations, Commitments and Contingencies

The following table sets forth information relating to our contractual obligations as of June 30, 2016 on a consolidated basis and on a basis deconsolidating the Blackstone Funds:


Contractual Obligations	July 1, 2016 to December 31, 2016			2017-2018			2019-2020			Thereafter			Total
	(Dollars in Thousands)
Operating Lease Obligations (a)	$	38,197		$	147,764		$	131,653		$	488,547		$	806,161
Purchase Obligations		14,985			24,678			6,154			—			45,817
Blackstone Issued Notes and Revolving Credit Facility (b)		—			—			585,000			2,250,000			2,835,000
Interest on Blackstone Issued Notes and Revolving Credit Facility (c)		72,080			288,262			249,506			1,413,250			2,023,098
Blackstone Funds and CLO Vehicles Debt Obligations Payable (d)		4,233			528,438			—			3,836,862			4,369,533
Interest on Blackstone Funds and CLO Vehicles Debt Obligations Payable (e)		40,573			155,906			153,198			568,967			918,644
Blackstone Funds Capital Commitments to Investee Funds (f)		55,522			—			—			—			55,522
Due to Certain Non-Controlling Interest Holders in Connection with Tax Receivable Agreements (g)		—			147,829			178,531			854,158			1,180,518
Unrecognized Tax Benefits, Including Interest and Penalties (h)		5,875			—			—			—			5,875
Blackstone Operating Entities Capital Commitments to Blackstone Funds and Other (i)		2,307,262			—			—			—			2,307,262

Consolidated Contractual Obligations		2,538,727			1,292,877			1,304,042			9,411,784			14,547,430
Blackstone Funds and CLO Vehicles Debt Obligations Payable (d)		(4,233	)		(528,438	)		—			(3,836,862	)		(4,369,533	)
Interest on Blackstone Funds and CLO Vehicles Debt Obligations Payable (e)		(40,573	)		(155,906	)		(153,198	)		(568,967	)		(918,644	)
Blackstone Funds Capital Commitments to Investee Funds (f)		(55,522	)		—			—			—			(55,522	)

Blackstone Operating Entities Contractual Obligations	$	2,438,399		$	608,533		$	1,150,844		$	5,005,955		$	9,203,731

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(a)

We lease our primary office space and certain office equipment under agreements that expire through 2032. In connection with certain office space lease agreements, we are responsible for escalation payments. The contractual obligation table above includes only guaranteed minimum lease payments for such leases and does not project potential escalation or other lease-related payments. These leases are classified as operating leases for financial statement purposes and as such are not recorded as liabilities on the Condensed Consolidated Statements of Financial Condition. The amounts are presented net of contractual sublease commitments.

(b)	Represents the principal amount due on the senior notes we issued. As of June 30, 2016, we had no outstanding borrowings under our revolver.

(c)

Represents interest to be paid over the maturity of our senior notes and borrowings under our revolving credit facility which has been calculated assuming no pre-payments are made and debt is held until its final maturity date. These amounts exclude commitment fees for unutilized borrowings under our revolver.

(d)	These obligations are those of the Blackstone Funds including the consolidated CLO vehicles.

(e)

Represents interest to be paid over the maturity of the related consolidated Blackstone Funds’ and CLO vehicles’ debt obligations which has been calculated assuming no pre-payments will be made and debt will be held until its final maturity date. The future interest payments are calculated using variable rates in effect as of June 30, 2016, at spreads to market rates pursuant to the financing agreements, and range from 0.5% to 8.7%. The majority of the borrowings are due on demand and for purposes of this schedule are assumed to mature within one year. Interest on the majority of these borrowings rolls over into the principal balance at each reset date.

(f)	These obligations represent commitments of the consolidated Blackstone Funds to make capital contributions to investee funds and portfolio companies. These amounts are generally due on demand and are therefore presented in the less than one year category.

(g)

Represents obligations by the Partnership’s corporate subsidiary to make payments under the Tax Receivable Agreements to certain non-controlling interest holders for the tax savings realized from the taxable purchases of their interests in connection with the reorganization at the time of Blackstone’s IPO in 2007 and subsequent purchases. The obligation represents the amount of the payments currently expected to be made, which are dependent on the tax savings actually realized as determined annually without discounting for the timing of the payments. As required by GAAP, the amount of the obligation included in the Condensed Consolidated Financial Statements and shown in Note 16. “Related Party Transactions” (see “Part I. Item 1. Financial Statements”) differs to reflect the net present value of the payments due to certain non-controlling interest holders.

(h)

The total represents gross unrecognized tax benefits of $3.3 million and interest and penalties of $2.6 million. In addition, Blackstone is not able to make a reasonably reliable estimate of the timing of payments in individual years in connection with gross unrecognized benefits of $13.0 million and interest of $5.7 million; therefore, such amounts are not included in the above contractual obligations table.

(i)

These obligations represent commitments by us to provide general partner capital funding to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. These amounts are generally due on demand and are therefore presented in the less than one year category; however, a substantial amount of the capital commitments are expected to be called over the next three years. We expect to continue to make these general partner capital commitments as we raise additional amounts for our investment funds over time.

Guarantees

Blackstone and certain of its consolidated funds provide financial guarantees. The amounts and nature of these guarantees are described in Note 17. “Commitments and Contingencies — Contingencies — Guarantees” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.

Indemnifications

In many of its service contracts, Blackstone agrees to indemnify the third party service provider under certain circumstances. The terms of the indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in our Condensed Consolidated Financial Statements as of June 30, 2016.

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Clawback Obligations

Carried Interest is subject to clawback to the extent that the Carried Interest received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain Blackstone real estate funds, multi-asset class investment funds and credit-focused funds, which may have an interim clawback liability. The lives of the carry funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes are currently anticipated to expire at various points through 2028. Further extensions of such terms may be implemented under given circumstances.

As of June 30, 2016, the total clawback obligations were $5.1 million, of which $2.7 million related to Blackstone Holdings and $2.4 million related to current and former Blackstone personnel. If, at June 30, 2016, all of the investments held by our carry funds were deemed worthless, a possibility that management views as remote, the amount of Carried Interest subject to potential clawback would be $4.8 billion, on an after tax basis where applicable, of which $4.4 billion related to Blackstone Holdings and $406.0 million related to current and former Blackstone personnel. (See Note 16. “Related Party Transactions” and Note 17. “Commitments and Contingencies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.)

Critical Accounting Policies

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

Principles of Consolidation

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analysis to determine (a) whether an entity in which the Partnership holds a variable interest is a VIE and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (for example, management and performance related fees), would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment.

Revenue Recognition

Revenues primarily consist of management and advisory fees, performance fees, investment income, interest and dividend revenue and other. Please refer to “Part I. Item 1. Business — Incentive Arrangements / Fee Structure” in our Annual Report on Form 10-K for the year ended December 31, 2015 for additional information regarding the manner in which Base Management Fees and Performance Fees are generated.

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

On private equity, real estate and certain credit-focused funds:

•

0.25% to 2.00% of committed capital or invested capital during the investment period,

•

0.50% to 1.75% of invested capital or investment fair value subsequent to the investment period for private equity and real estate funds, and

•

1.00% to 1.50% of invested capital or net asset value subsequent to the investment period for certain credit-focused funds.

On real estate and credit-focused funds structured like hedge funds:

•

0.50% to 1.50% of net asset value.

On credit-focused separately managed accounts:

•

0.35% to 1.35% of net asset value.

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On real estate separately managed accounts:

•

0.50% to 2.00% of invested capital, net operating income or net asset value.

On funds of hedge funds and separately managed accounts invested in hedge funds:

•

0.50% to 1.25% of net asset value.

On CLO vehicles:

•

0.40% to 0.65% of total assets.

On credit-focused registered and non-registered investment companies:

•

0.35% to 1.50% of fund assets or net asset value.

The investment adviser of BXMT receives annual management fees based upon 1.50% of BXMT’s net proceeds received from equity offerings and accumulated “core earnings” (which is generally equal to its GAAP net income excluding certain non-cash and other items), subject to certain adjustments.

In certain fund structures, specifically in private equity, real estate and certain Hedge Fund Solutions and credit-focused funds (“Carry Funds”), performance fees (“Carried Interest”) are allocated to the general partner

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

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. 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 miscellaneous income and foreign exchange gains and losses arising on transactions denominated in currencies other than U.S. dollars.

Expenses

Our expenses include compensation and benefits expense and general and administrative expenses. Our accounting policies related thereto are as follows:

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upon departure from Blackstone after becoming eligible for retirement), for which the expense for the portion of the award that would be retained in the event of retirement is either expensed immediately or amortized to the retirement date. Cash settled equity-based awards are classified as liabilities and are remeasured at the end of each reporting period.

Compensation and Benefits — Performance Fee — Performance Fee Compensation consists of Carried Interest (which may be distributed in cash or in kind) and Incentive Fee allocations, and may in future periods also include allocations of investment income from Blackstone’s firm investments, to employees and senior managing directors participating in certain profit sharing initiatives. Such compensation expense is subject to both positive and negative adjustments. Unlike Carried Interest and Incentive Fees, compensation expense is based on the performance of individual investments held by a fund rather than on a fund by fund basis. Compensation received from advisory clients in the form of securities of such clients may also be allocated to employees and senior managing directors.

Fair Value of Financial Instruments

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:

•

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

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Level II Valuation Techniques

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

•

Freestanding Derivatives are valued using contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads.

•

Level III Valuation Techniques

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Level III Valuation Process

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

Investments, at Fair Value

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presented as a transition and acquisition adjustment to Appropriated Partners’ Capital. Assets of the consolidated CLOs are presented within Investments within the Condensed Consolidated Statements of Financial Condition and Liabilities within Loans Payable for the amounts due to unaffiliated third parties and Due to Affiliates for the amounts held by non-consolidated affiliates. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income subsequent to adoption and acquisition are presented within Net Gains (Losses) from Fund Investment Activities. Expenses of consolidated CLO vehicles are presented in Fund Expenses. Historically, amounts attributable to Non-Controlling Interests in Consolidated Entities had a corresponding adjustment to Appropriated Partners’ Capital. On the adoption of the new CLO measurement guidance, there is no attribution of amounts to Non-Controlling Interests and no corresponding adjustments 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” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.

Intangibles and Goodwill

Blackstone’s intangible assets consist of contractual rights to earn future fee income, including management and advisory fees, Incentive Fees and Carried Interest. Identifiable finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 3 to 20 years, reflecting the contractual lives of such assets. Amortization expense is included within General, Administrative and Other in the Condensed Consolidated Statements of Operations. The Partnership does not hold any indefinite-lived intangible assets. Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

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

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Partners in 2013. Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of Blackstone’s operating segments is less than their respective carrying values. The operating segment is the reporting level for testing the impairment of goodwill. If it is determined that it is more likely than not that an operating segment’s fair value is less than its carrying value or when the quantitative approach is used, a two-step quantitative assessment is performed to (a) calculate the fair value of the operating segment and compare it to its carrying value, and (b) if the carrying value exceeds its fair value, to measure an impairment loss.

Senior management has organized the firm into four operating segments. All of the components in each segment have similar economic characteristics and senior management makes key operating decisions based on the performance of each segment. Therefore, we believe that operating segment is the appropriate reporting level for testing the impairment of goodwill.

The carrying value of goodwill was $1.7 billion as of June 30, 2016 and December 31, 2015, respectively. At June 30, 2016 and December 31, 2015, we determined that there was no evidence of Goodwill impairment.

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, entering into operating leases and entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated and non-consolidated drawdown funds. We do not have any off-balance sheet arrangements that would require us to fund losses or guarantee target returns to investors in our funds.

Further disclosure on our off-balance sheet arrangements is presented in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing as follows:

•

Note 6. “Derivative Financial Instruments”,

•

Note 9. “Variable Interest Entities”, and

•

Note 17. “Commitments and Contingencies — Commitments — Investment Commitments” and “— Contingencies — Guarantees”.

Recent Accounting Developments

Information regarding recent accounting developments and their impact on Blackstone can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our predominant exposure to market risk is related to our role as general partner or investment adviser to the Blackstone Funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance fees and investment income.

Although the Blackstone Funds share many common themes, each of our alternative asset management operations runs its own investment and risk management processes, subject to our overall risk tolerance and philosophy:

•

The investment process of our carry funds involves a detailed analysis of potential investments, and asset management teams are assigned to oversee the operations, strategic development, financing and capital

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deployment decisions of each portfolio investment. Key investment decisions are subject to approval by the applicable investment committee, which is comprised of Blackstone senior managing directors and senior management.

•

In our capacity as adviser to certain funds in our Hedge Fund Solutions and Credit segments, we continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios. In addition, we perform extensive credit and cash flow analyses of borrowers, credit-based assets and underlying hedge fund managers, and have extensive asset management teams that monitor covenant compliance by, and relevant financial data of, borrowers and other obligors, asset pool performance statistics, tracking of cash payments relating to investments and ongoing analysis of the credit status of investments.

Effect on Fund Management Fees

Our management fees are based on (a) third parties’ capital commitments to a Blackstone Fund, (b) third parties’ capital invested in a Blackstone Fund or (c) the net asset value, or NAV, of a Blackstone Fund, as described in our Condensed Consolidated Financial Statements. Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct proportion to the effect of changes in the fair value of our investments in the related funds. The proportion of our management fees that are based on NAV is dependent on the number and types of Blackstone Funds in existence and the current stage of each fund’s life cycle. For the six months ended June 30, 2016 and June 30, 2015, the percentages of our fund management fees based on the NAV of the applicable funds or separately managed accounts, were as follows:


	Six Months Ended June 30,
	2016			2015
Fund Management Fees Based on the NAV of the Applicable Funds or Separately Managed Accounts		34	%		36	%

Market Risk

The Blackstone Funds hold investments which are reported at fair value. Based on the fair value as of June 30, 2016 and June 30, 2015, we estimate that a 10% decline in fair value of the investments would result in the following declines in Management Fees, Performance Fees, Net of Related Compensation Expense and Investment Income:


	June 30,
	2016						2015
	Management Fees (a)		Performance Fees, Net of Related Compensation Expense (b)		Investment Income (b)		Management Fees (a)		Performance Fees, Net of Related Compensation Expense (b)		Investment Income (b)
	(Dollars in Thousands)
10% Decline in Fair Value of the Investments	$	88,173	$	1,298,199	$	254,838	$	86,220	$	1,485,164	$	248,615

(a)	Represents the annualized effect of the 10% decline.

(b)	Represents the reporting date effect of the 10% decline.

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Total Assets Under Management, excluding undrawn capital commitments and the amount of capital raised for our CLOs, by segment, and the percentage amount classified as Level III investments as defined within the fair value standards of GAAP, are as follows:


	June 30, 2016
	Total Assets Under Management, Excluding Undrawn Capital Commitments and the Amount of Capital Raised for CLOs		Percentage Amount Classified as Level III Investments
	(Dollars in Thousands)
Private Equity	$	41,113,434		69	%
Real Estate	$	68,903,038		82	%
Credit	$	46,702,567		45	%

The fair value of our investments and securities can vary significantly based on a number of factors that take into consideration the diversity of the Blackstone Funds’ investment portfolio and on a number of factors and inputs such as similar transactions, financial metrics, and industry comparatives, among others. (See “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015. Also see “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Investments, at Fair Value.”) We believe these fair value amounts should be utilized with caution as our intent and strategy is to hold investments and securities until prevailing market conditions are beneficial for investment sales.

Investors in all of our carry funds (and certain of our credit-focused funds and funds of hedge funds) make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay their related obligations when due, including management fees. We have not had investors fail to honor capital calls to any meaningful extent and any investor that did not fund a capital call would be subject to having a significant amount of its existing investment forfeited in that fund; however, if investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, those funds could be materially and adversely affected.

Exchange Rate Risk

The Blackstone Funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. Additionally, a portion of our management fees are denominated in non-U.S. dollar currencies. We estimate that as of June 30, 2016 and June 30, 2015, a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would result in the following declines in Management Fees, Performance Fees, Net of Related Compensation Expense and Investment Income:


	June 30,
	2016						2015
	Management Fees (a)		Performance Fees, Net of Related Compensation Expense (b)		Investment Income (b)		Management Fees (a)		Performance Fees, Net of Related Compensation Expense (b)		Investment Income (b)
	(Dollars in Thousands)
10% Decline in the Rate of Exchange of All Foreign Currencies Against the U.S. Dollar	$	13,559	$	269,818	$	33,740	$	14,078	$	289,460	$	42,725

(a)	Represents the annualized effect of the 10% decline.

(b)	Represents the reporting date effect of the 10% decline.

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Interest Rate Risk

Blackstone has debt obligations payable that accrue interest at variable rates. Interest rate changes may therefore affect the amount of our interest payments, future earnings and cash flows. Based on our debt obligations payable as of June 30, 2016 and June 30, 2015, we estimate that interest expense relating to variable rates would increase on an annual basis, in the event interest rates were to increase by one percentage point, as follows:


	June 30,
	2016		2015
	(Dollars in Thousands)
Annualized Increase in Interest Expense Due to a One Percentage Point Increase in Interest Rates	$	42	$	42

Blackstone’s Treasury Cash Management Strategies consists of a diversified portfolio of liquid assets to meet the liquidity needs of various businesses (the “Treasury Liquidity Portfolio”). This portfolio includes cash, open-ended money market mutual funds, open-ended bond mutual funds, marketable investment securities, freestanding derivative contracts, repurchase and reverse repurchase agreements and other investments. If interest rates were to increase by one percentage point, we estimate that our annualized investment income would decrease, offset by an estimated increase in interest income on an annual basis from interest on floating rate assets, as follows:


	June 30,
	2016					2015
	Annualized Decrease in Investment Income			Annualized Increase in Interest Income from Floating Rate Assets		Annualized Decrease in Investment Income			Annualized Increase in Interest Income from Floating Rate Assets
	(Dollars in Thousands)
One Percentage Point Increase in Interest Rates	$	13,722	(a)	$	16,498	$	21,432	(a)	$	17,162

(a)	As of June 30, 2016 and 2015, this represents 0.4% and 0.5% of the Treasury Liquidity Portfolio, respectively.

Credit Risk

Certain Blackstone Funds and the Investee Funds are subject to certain inherent risks through their investments.

The Treasury Liquidity Portfolio contains certain credit risks including, but not limited to, exposure to uninsured deposits with financial institutions, unsecured corporate bonds and mortgage-backed securities. These exposures are actively monitored on a continuous basis and positions are reallocated based on changes in risk profile, market or economic conditions.

We estimate that our annualized investment income would decrease, if credit spreads were to increase by one percentage point, as follows:


	June 30,
	2016		2015
	(Dollars in Thousands)
Decrease in Annualized Investment Income Due to a One Percentage Point Increase in Credit Spreads (a)	$	24,320	$	50,308

(a)	As of June 30, 2016 and 2015, this represents 0.7% and 1.2% of the Treasury Liquidity Portfolio, respectively.

Certain of our entities hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and

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capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

ITEM 4.

CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Securities Exchange Act) occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We may from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. See “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015. We are not currently subject to any pending judicial, administrative or arbitration proceedings that we expect to have a material impact on our consolidated financial statements. However, given the inherent unpredictability of these types of proceedings and the potentially large and/or indeterminate amounts that could be sought, it is possible that an adverse outcome in certain matters could have a material effect on Blackstone’s financial results in any particular period.

ITEM 1A.

RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 and in our subsequently filed Quarterly Reports on Form 10-Q, all of which are accessible on the Securities and Exchange Commission’s website at www.sec.gov.

See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Environment” in this report for a discussion of the conditions in the financial markets and economic conditions affecting our businesses. This discussion updates, and should be read together with, the risk factor entitled “Difficult market conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments made by our investment funds and reducing the ability of our investment funds to raise or deploy capital, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.” in our Annual Report on Form 10-K for the year ended December 31, 2015.

The risks described in our Annual Report on Form 10-K and in our subsequently filed Quarterly Reports on Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In January 2008, the Board of Directors of our general partner, Blackstone Group Management L.L.C., authorized the repurchase of up to $500 million of Blackstone common units and Blackstone Holdings Partnership Units. Under this unit repurchase program, units may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of Blackstone common units and Blackstone Holdings Partnership Units repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The unit repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. During the three months ended June 30, 2016, no units were repurchased. As of June 30, 2016, the amount remaining available for repurchases was $335.8 million under this program. See “Part I. Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 14. Net Income Per Common Unit” and “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Liquidity Needs” for further information regarding this unit repurchase program.

As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common units and Blackstone Holdings Partnership Units.

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ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”), which added Section 13(r) of the Exchange Act, Blackstone hereby incorporates by reference herein Exhibit 99.1 of this report, which includes disclosures publicly filed and/or provided to us by NCR Corporation, which may be considered our affiliate.

ITEM 6.

EXHIBITS


Exhibit Number		Exhibit Description

10.1+		BTOA II L.L.C. Amended and Restated Limited Liability Company Agreement, dated as of December 19, 2014.

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

99.1		Section 13(r) Disclosure.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

+	Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 4, 2016


The Blackstone Group L.P.

By:		Blackstone Group Management L.L.C.,
		its General Partner

		/s/ Michael S. Chae
Name:		Michael S. Chae
Title:		Chief Financial Officer
		(Principal Financial Officer and Authorized Signatory)

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