Blackstone Group L.P. (Form: 10-Q, Received: 11/02/2012 16:26:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

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

Commission File Number: 001-33551

The Blackstone Group L.P.

(Exact name of Registrant as specified in its charter)

Delaware

20-8875684

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

345 Park Avenue

New York, New York 10154

(Address of principal executive offices)(Zip Code)

(212) 583-5000

(Registrant’s telephone number, including area code)

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

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

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


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

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

The number of the Registrant’s voting common units representing limited partner interests outstanding as of October 26, 2012 was 423,776,109. The number of the Registrant’s non-voting common units representing limited partner interests outstanding as of October 26, 2012 was 101,334,234.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS		4

	Unaudited Condensed Consolidated Financial Statements — September 30, 2012 and 2011:

	Condensed Consolidated Statements of Financial Condition as of September 30, 2012 and December 31, 2011		4

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2012 and 2011		6

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2011		7

	Condensed Consolidated Statements of Partners’ Capital for the Nine Months Ended September 30, 2012 and 2011		8

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011		10

	Notes to Condensed Consolidated Financial Statements		12

ITEM 1A.	UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS OF FINANCIAL CONDITION		56

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

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		115

ITEM 4.	CONTROLS AND PROCEDURES		118

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS		119

ITEM 1A.	RISK FACTORS		120

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		120

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		121

ITEM 4.	MINE SAFETY DISCLOSURES		121

ITEM 5.	OTHER INFORMATION		121

ITEM 6.	EXHIBITS		121

SIGNATURES			123

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2011 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.

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

“Blackstone Funds,” “our funds” and “our investment funds” refer to the private equity funds, real estate funds, funds of hedge funds, credit-oriented funds, collateralized loan obligation (“CLO”) vehicles, and closed-end mutual funds and management investment companies that are managed by Blackstone. “Our carry funds” refer to the private equity funds, real estate funds and certain of the credit-oriented funds (with multi-year drawdown, commitment-based structures that only pay carry on the realization of an investment) that are managed by Blackstone. Blackstone’s Private Equity segment comprises its management of private equity funds (including our sector and regional focused funds), which we refer to collectively as our Blackstone Capital Partners (“BCP”) funds, and certain multi-asset class investment funds which we collectively refer to as our Blackstone Tactical Opportunities Accounts (“Tactical Opportunities”). 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 “BREDS” funds. “Our hedge funds” refer to our funds of hedge funds, certain of our real estate debt investment funds and certain other credit-oriented funds (including four publicly registered investment companies), which are managed by Blackstone.

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

(a)

the fair value of the investments held by our carry funds 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,

(b)

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

(c)

the fair value of assets we manage pursuant to separately managed accounts, and

(d)

the amount of capital raised for our CLOs.

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

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

(a)

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

(b)

for our credit-oriented 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, certain credit-oriented closed-end registered investment companies, and our closed-end mutual funds,

(e)

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

(f)

the gross amount of underlying assets of our CLOs at cost, and

(g)

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

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

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

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

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Financial Condition (Unaudited)

(Dollars in Thousands, Except Unit Data)


	September 30, 2012		December 31, 2011
Assets
Cash and Cash Equivalents	$	833,515	$	754,744
Cash Held by Blackstone Funds and Other		802,415		724,762
Investments (including assets pledged of $69,158 and $101,298 at September 30, 2012 and December 31, 2011, respectively)		20,766,700		15,128,299
Accounts Receivable		498,543		406,140
Reverse Repurchase Agreements		105,581		139,485
Due from Affiliates		877,131		860,514
Intangible Assets, Net		622,280		595,488
Goodwill		1,703,602		1,703,602
Other Assets		375,418		337,396
Deferred Tax Assets		1,215,254		1,258,699

Total Assets	$	27,800,439	$	21,909,129

Liabilities and Partners’ Capital
Loans Payable	$	12,875,686	$	8,867,568
Due to Affiliates		1,787,656		1,811,468
Accrued Compensation and Benefits		1,295,598		903,260
Securities Sold, Not Yet Purchased		105,164		143,825
Repurchase Agreements		69,452		101,849
Accounts Payable, Accrued Expenses and Other Liabilities		825,153		828,873

Total Liabilities		16,958,709		12,656,843

Commitments and Contingencies

Redeemable Non-Controlling Interests in Consolidated Entities		1,450,970		1,091,833

Partners’ Capital
Partners’ Capital (common units: 525,030,937 issued and outstanding as of September 30, 2012; 489,430,907 issued and outstanding as of December 31, 2011)		4,628,105		4,281,841
Appropriated Partners’ Capital		737,079		386,864
Accumulated Other Comprehensive Income		1,403		1,958
Non-Controlling Interests in Consolidated Entities		1,321,964		1,029,270
Non-Controlling Interests in Blackstone Holdings		2,702,209		2,460,520

Total Partners’ Capital		9,390,760		8,160,453

Total Liabilities and Partners’ Capital	$	27,800,439	$	21,909,129

continued…

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Financial Condition (Unaudited)

(Dollars in Thousands)

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


	September 30, 2012		December 31, 2011
Assets
Cash Held by Blackstone Funds and Other	$	697,086	$	598,441
Investments		12,639,441		8,961,960
Accounts Receivable		67,060		33,405
Due from Affiliates		30,827		36,502
Other Assets		39,640		12,031

Total Assets	$	13,474,054	$	9,642,339

Liabilities
Loans Payable	$	11,196,721	$	7,801,136
Due to Affiliates		258,901		311,909
Accounts Payable, Accrued Expenses and Other		308,476		244,488

Total Liabilities	$	11,764,098	$	8,357,533

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Operations (Unaudited)

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012		2011
Revenues
Management and Advisory Fees, Net	$	469,109		$	425,193		$	1,428,833	$	1,335,971

Performance Fees
Realized
Carried Interest		83,765			(9,633	)		153,254		126,520
Incentive Fees		11,588			16,238			28,497		38,051
Unrealized
Carried Interest		403,465			(382,949	)		786,551		660,356
Incentive Fees		104,312			(79,953	)		155,011		(369	)

Total Performance Fees		603,130			(456,297	)		1,123,313		824,558

Investment Income (Loss)
Realized		18,559			45,596			40,652		77,682
Unrealized		119,599			(145,990	)		181,906		70,116

Total Investment Income (Loss)		138,158			(100,394	)		222,558		147,798

Interest and Dividend Revenue		10,278			9,085			27,181		27,423
Other		2,415			(1,666	)		443		1,721

Total Revenues		1,223,090			(124,079	)		2,802,328		2,337,471

Expenses
Compensation and Benefits
Compensation		503,295			494,478			1,531,917		1,853,393
Performance Fee Compensation
Realized
Carried Interest		22,023			(1,836	)		37,860		30,409
Incentive Fees		4,457			12,378			14,284		22,388
Unrealized
Carried Interest		128,863			(74,123	)		250,221		175,546
Incentive Fees		44,254			(37,312	)		47,437		(6,358	)

Total Compensation and Benefits		702,892			393,585			1,881,719		2,075,378
General, Administrative and Other		139,172			124,929			417,675		380,433
Interest Expense		19,074			13,785			47,365		41,773
Fund Expenses		(9,747	)		8,635			28,243		19,045

Total Expenses		851,391			540,934			2,375,002		2,516,629

Other Income (Loss)
Net Gains (Losses) from Fund Investment Activities		(135,960	)		(329,399	)		400,412		(449,244	)

Income (Loss) Before Provision (Benefit) for Taxes		235,739			(994,412	)		827,738		(628,402	)
Provision (Benefit) for Taxes		39,237			(7,637	)		119,327		95,412

Net Income (Loss)		196,502			(986,775	)		708,411		(723,814	)
Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities		41,854			(47,922	)		78,447		(24,980	)
Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities		(157,607	)		(262,207	)		279,970		(448,753	)
Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings		183,431			(402,079	)		237,809		(104,455	)

Net Income (Loss) Attributable to The Blackstone Group L.P.	$	128,824		$	(274,567	)	$	112,185	$	(145,626	)

Net Income (Loss) Per Common Unit — Basic and Diluted	$	0.24		$	(0.56	)	$	0.21	$	(0.31	)

Weighted-Average Common Units Outstanding — Basic		544,716,399			487,189,657			526,892,258		470,551,727

Weighted-Average Common Units Outstanding — Diluted		546,923,603			487,189,657			532,702,872		470,551,727

Revenues Earned from Affiliates
Management and Advisory Fees	$	48,972		$	56,900		$	153,089	$	245,854

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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net Income (Loss)	$	196,502		$	(986,775	)	$	708,411		$	(723,814	)
Other Comprehensive Income (Loss), Net of Tax — Currency Translation Adjustment		14,637			(6,322	)		(8,792	)		15,266

Comprehensive Income (Loss)		211,139			(993,097	)		699,619			(708,548	)
Less:
Comprehensive Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities		41,854			(47,922	)		78,447			(24,980	)
Comprehensive Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities		(142,440	)		(267,744	)		271,733			(431,030	)
Comprehensive Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings		183,431			(402,079	)		237,809			(104,455	)

Comprehensive Income (Loss) Attributable to The Blackstone Group L.P.	$	128,294		$	(275,352	)	$	111,630		$	(148,083	)

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

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

(Dollars in Thousands, Except Unit Data)


			The Blackstone Group L.P.
	Common Units		Partners’ Capital			Appro- priated Partners’ Capital			Accumulated Other Compre- hensive Income			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, 2011		489,430,907	$	4,281,841		$	386,864		$	1,958		$	1,029,270		$	2,460,520		$	8,160,453		$	1,091,833
Transition and Acquisition Adjustments Relating to Consolidation of CLO Entities		—		—			233,386			—			155			—			233,541			—
Net Income		—		112,185			—			—			279,970			237,809			629,964			78,447
Allocation of Income of Consolidated CLO Entities		—		—			125,066			—			(125,066	)		—			—			—
Currency Translation Adjustment		—		—			—			(555	)		(8,237	)		—			(8,792	)		—

Allocation of Currency Translation Adjustment of Consolidated CLOs		—		—			(8,237	)		—			8,237			—			—			—
Capital Contributions		—		—			—			—			222,314			22			222,336			374,820
Capital Distributions		—		(217,603	)		—			—			(80,235	)		(284,796	)		(582,634	)		(94,041	)

Transfer of Non-Controlling Interests in Consolidated Entities		—		—			—			—			(4,444	)		3,553			(891	)		—
Purchase of Interests from Certain Non-Controlling Interest Holders		—		(48	)		—			—			—			—			(48	)		—
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders		—		16,413			—			—			—			—			16,413			—
Equity-Based Compensation		—		344,039			—			—			—			397,141			741,180			—

Relinquished in Deconsolidation and Liquidation of Partnership		—		—			—			—			—			—			—			(89	)
Net Delivery of Vested Common Units		8,477,448		(19,973	)		—			—			—			(789	)		(20,762	)		—
Change in The Blackstone Group L.P.’s Ownership Interest		—		(1,475	)		—			—			—			1,475			—			—
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units		27,122,582		112,726			—			—			—			(112,726	)		—			—

Balance at September 30, 2012		525,030,937	$	4,628,105		$	737,079		$	1,403		$	1,321,964		$	2,702,209		$	9,390,760		$	1,450,970

continued…

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

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

(Dollars in Thousands, Except Unit Data)


			The Blackstone Group L.P.
	Common Units		Partners’ Capital			Appro- priated Partners’ Capital			Accumulated Other Compre- hensive Income			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, 2010		416,092,022	$	3,888,211		$	470,583		$	4,302		$	812,354		$	2,418,517		$	7,593,967		$	659,390
Transition and Acquisition Adjustments Relating to Consolidation of CLO Entities		—		—			74,969			—			114			—			75,083			—
Net Loss		—		(145,626	)		—			—			(448,753	)		(104,455	)		(698,834	)		(24,980	)

Allocation of Income of Consolidated CLO Entities		—		—			(613,386	)		—			613,386			—			—			—
Currency Translation Adjustment		—		—			—			(2,457	)		17,723			—			15,266			—

Allocation of Currency Translation Adjustment of Consolidated CLOs		—		—			17,723			—			(17,723	)		—			—			—
Capital Contributions		—		—			—			—			207,802			—			207,802			535,312
Capital Distributions		—		(245,157	)		—			—			(129,475	)		(347,379	)		(722,011	)		(165,280	)
Transfer of Non-Controlling Interests in Consolidated Entities		—		—			—			—			1,924			(1,924	)		—			—
Purchase of Interests from Certain Non-Controlling Interest Holders		—		(2,099	)		—			—			—			—			(2,099	)		—
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders		—		53,864			—			—			—			—			53,864			—
Equity-Based Compensation		—		454,490			—			—			—			624,769			1,079,259			—

Relinquished in Deconsolidation and Liquidation of Partnership		—		—			—			—			—			—			—			(666	)
Net Delivery of Vested Common Units		6,825,182		(33,345	)		—			—			—			—			(33,345	)		—
Repurchase of Common Units and Blackstone Holdings Partnership Units		—		—			—			—			—			(469	)		(469	)		—

Change in The Blackstone Group L.P.’s Ownership Interest		—		(6,245	)		—			—			—			6,245			—			—
Conversion of Blackstone Holdings Partnership Units to Blackstone Common Units		59,094,154		217,275			—			—			—			(217,275	)		—			—

Balance at September 30, 2011		482,011,358	$	4,181,368		$	(50,111	)	$	1,845		$	1,057,352		$	2,378,029		$	7,568,483		$	1,003,776

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)


	Nine Months Ended September 30,
	2012			2011
Operating Activities
Net Income (Loss)	$	708,411		$	(723,814	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Blackstone Funds Related:
Unrealized Depreciation (Appreciation) on Investments Allocable to Non-Controlling Interests in Consolidated Entities		(546,221	)		603,613
Net Realized Gains on Investments		(215,711	)		(468,588	)
Changes in Unrealized Gains on Investments Allocable to The Blackstone Group L.P.		(107,763	)		(66,607	)
Unrealized Depreciation (Appreciation) on Hedge Activities		22,599			(1,544	)
Non-Cash Performance Fees		(704,852	)		(492,930	)
Non-Cash Performance Fee Compensation		349,802			221,985
Equity-Based Compensation Expense		690,617			1,075,012
Amortization of Intangibles		115,432			124,764
Other Non-Cash Amounts Included in Net Income (Loss)		91,612			(4,559	)
Cash Flows Due to Changes in Operating Assets and Liabilities:
Cash Held by Blackstone Funds and Other		212,350			215,051
Cash Relinquished with Deconsolidation and Liquidation of Partnership		(46,330	)		(666	)
Accounts Receivable		2,286			87,655
Reverse Repurchase Agreements		33,904			(13,506	)
Due from Affiliates		(86,496	)		24,359
Other Assets		62,117			53,585
Accrued Compensation and Benefits		167,451			(15,460	)
Securities Sold, Not Yet Purchased		(33,413	)		75,907
Accounts Payable, Accrued Expenses and Other Liabilities		(465,817	)		(233,579	)
Repurchase Agreements		(32,397	)		147,920
Due to Affiliates		(13,665	)		(111,613	)
Treasury Cash Management Strategies:
Investments Purchased		(2,306,256	)		(2,428,326	)
Cash Proceeds from Sale of Investments		1,767,080			2,256,425
Blackstone Funds Related:
Investments Purchased		(4,894,341	)		(4,639,948	)
Cash Proceeds from Sale or Pay Down of Investments		5,585,951			5,073,303

Net Cash Provided by Operating Activities		356,350			758,439

Investing Activities
Purchase of Furniture, Equipment and Leasehold Improvements		(26,973	)		(25,963	)
Net Cash Paid for Acquisitions, Net of Cash Acquired		(156,972	)		(23,744	)
Changes in Restricted Cash		2,341			331

Net Cash Used in Investing Activities		(181,604	)		(49,376	)

Financing Activities
Distributions to Non-Controlling Interest Holders in Consolidated Entities		(167,473	)		(294,755	)
Contributions from Non-Controlling Interest Holders in Consolidated Entities		586,073			742,940

continued…

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)


	Nine Months Ended September 30,
	2012			2011
Purchase of Interests from Certain Non-Controlling Interest Holders	$	(48	)	$	(2,099	)
Net Settlement of Vested Common Units and Repurchase of Common and Holdings Units		(20,762	)		(33,814	)
Proceeds from Loans Payable		632,710			16,977
Repayment and Repurchase of Loans Payable		(27,347	)		(27,981	)
Distributions to Unitholders		(502,399	)		(592,536	)
Blackstone Funds Related:
Proceeds from Loans Payable		16,284			342,183
Repayment of Loans Payable		(613,000	)		(855,601	)

Net Cash Used in Financing Activities		(95,962	)		(704,686	)

Effect of Exchange Rate Changes on Cash and Cash Equivalents		(13	)		(16	)

Net Increase in Cash and Cash Equivalents		78,771			4,361
Cash and Cash Equivalents, Beginning of Period		754,744			588,621

Cash and Cash Equivalents, End of Period	$	833,515		$	592,982

Supplemental Disclosure of Cash Flows Information
Payments for Interest	$	78,750		$	2,399

Payments for Income Taxes	$	23,105		$	40,147

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Non-Cash Contributions from Non-Controlling Interest Holders	$	6,803		$	—

Non-Cash Distributions to Non-Controlling Interest Holders	$	(6,803	)	$	—

Net Activities Related to Capital Transactions of Consolidated Blackstone Funds	$	(5,370	)	$	(2,817	)

Net Assets Related to the Consolidation of CLO Vehicles	$	233,541		$	73,984

In-kind Redemption of Capital	$	(2,017	)	$	(2,433	)

In-kind Contribution of Capital	$	2,017		$	2,433

Notes Issuance Costs	$	4,788		$	—

Transfer of Interests to Non-Controlling Interest Holders	$	(4,444	)	$	1,924

Change in The Blackstone Group L.P.’s Ownership Interest	$	(1,475	)	$	(6,245	)

Net Settlement of Vested Common Units	$	100,041		$	107,365

Conversion of Blackstone Holdings Units to Common Units	$	112,726		$	217,275

Exchange of Founders’ and Non-Controlling Interest Holders’ Interests in Blackstone Holdings:
Deferred Tax Asset	$	(89,464	)	$	(288,229	)

Due to Affiliates	$	73,051		$	234,365

Partners’ Capital	$	16,413		$	53,864

See notes to condensed consolidated financial statements.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements

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

1.	ORGANIZATION

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

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

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

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

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

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. The condensed consolidated financial

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)

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, 2011 filed with the Securities and Exchange Commission.

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

All intercompany balances and transactions have been eliminated in consolidation.

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

The December 31, 2011 Condensed Consolidated Statement of Financial Condition reflects an increase of $506.2 million to reflect the cumulative effect of a reclassification to Redeemable Non-Controlling Interests in Consolidated Entities. This amount had previously been classified within Non-Controlling Interests in Consolidated Entities but should properly be, and now has been, classified within Redeemable Non-Controlling Interests in Consolidated Entities. In addition, the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2011 reflect a decrease to Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities of $3.1 million and $2.1 million, respectively, with a corresponding increase to Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities to correctly classify the portion of Net Gains (Losses) from Fund Investment Activities attributable to Redeemable Non-Controlling Interests in Consolidated Entities. These immaterial restatements had no impact on Net Income (Loss) Attributable to The Blackstone Group L.P., Net Income (Loss) per Common Unit — Basic or Diluted, or the Condensed Consolidated Statements of Cash Flows.

Certain reclassifications have been made to prior year amounts to conform to the current year presentation. As of June 30, 2012, Blackstone elected to separately present Carried Interest and Incentive Fees in each of the Realized and Unrealized components of Performance Fee Revenue and Performance Fee Compensation in the Condensed Consolidated Statements of Operations. Previously, these amounts were not separately reported. This presentation had no impact on the respective financial statement captions.

Consolidation

The Partnership consolidates all entities that it controls through a majority voting interest or otherwise, including those Blackstone Funds in which the general partner is presumed to have control. Although the Partnership has a non-controlling interest in the Blackstone Holdings partnerships, the limited partners do not have the right to dissolve the partnerships or have substantive kick out rights or participating rights that would overcome the presumption of control by the Partnership. Accordingly, the Partnership consolidates Blackstone Holdings and records non-controlling interests to reflect the economic interests of the limited partners of Blackstone Holdings. Income (Loss) attributable to Blackstone Holdings, excluding certain costs and expenses borne directly by Blackstone Holdings, is calculated based on the average number of Blackstone Holdings partnership units held by the Founder, other senior managing directors and employees.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

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

(a)

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

(b)

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

(c)

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

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

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

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)

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

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

•

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

•

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

•

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

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

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

Level II Valuation Techniques

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Blackstone’s 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.

•

Investment Funds held by the consolidated Blackstone Funds are valued using net asset value per share as described in Level III Valuation Techniques — Funds of Hedge Funds. Certain investments in investment funds are classified within Level II of the fair value hierarchy as the investment can be redeemed at, or within three months of, the reporting date.

•

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

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-oriented 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 unaudited at the time received. Valuations may be derived by reference to observable valuation measures for comparable companies or transactions (e.g., multiplying a key performance metric of the investee company such as EBITDA by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Private equity investments may also be valued at cost for a period of time after an acquisition as the best indicator of fair value.

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)

measures for comparable companies or assets (e.g., multiplying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the range of comparable companies or transactions), adjusted by management for differences between the investment and the referenced comparables, and in some instances by reference to option pricing models or other similar methods. Additionally, where applicable, projected distributable cash flow through debt maturity will also be considered in support of the investment’s carrying value.

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

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

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

Credit-Oriented Liabilities — Credit-oriented liabilities comprise senior and subordinate loans issued by Blackstone’s consolidated CLO vehicles. Such liabilities are valued using a discounted cash flow methodology.

Level III Valuation Process

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

Investments, at Fair Value

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

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

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

In addition, the Partnership has elected the fair value option for the assets and liabilities of 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. The adjustment resulting from the difference between the fair value of assets and liabilities for each of these events is presented as a transition and acquisition adjustment to Appropriated Partners’ Capital. The recognition of the initial difference between the fair value of assets and liabilities of CLO vehicles consolidated as a result of the acquisition of management contracts subsequent to the initial adoption of revised accounting guidance effective January 1, 2010, as an adjustment to Appropriated Partners’ Capital, is currently under review by the Emerging Issues Task Force (“EITF”). 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. The methodology for measuring the fair value of such assets and liabilities is consistent with the methodology applied to private equity, real estate, and credit-oriented investments. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income subsequent to adoption and acquisition are presented within Net Gains (Losses) from Fund Investment Activities. Amounts attributable to Non-Controlling Interests in Consolidated Entities have a corresponding adjustment to Appropriated Partners’ Capital.

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)

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

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

Equity Method Investments

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

Repurchase and Reverse Repurchase Agreements

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

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

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

Securities Sold, Not Yet Purchased

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

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

Derivative Instruments

The Partnership recognizes all derivatives as assets or liabilities on its Condensed Consolidated Statements of Financial Condition at fair value. On the date the Partnership enters into a derivative contract, it designates and

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)

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, Adminstrative 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.

The Partnership formally documents at inception its hedge relationships, including identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and the Partnership’s evaluation of effectiveness of its hedged transaction. At least monthly, the Partnership also formally assesses whether the derivative it designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in estimated fair values or cash flows of the hedged items using either the regression analysis or the dollar offset method. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued. The fair value of the derivative instrument is reflected within Other Assets in the 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 Funds Investment Activities or, where derivative instruments are held by the Partnership, within Investment Income (Loss), in the Condensed Consolidated Statements of Operations. The fair value of freestanding derivative assets are recorded within Investments and freestanding derivative liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.

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

Affiliates

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

Distributions

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

Recent Accounting Developments

In April 2011, the Financial Accounting Standards Board (“FASB”) amended existing guidance for agreements to transfer financial assets that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity. The amendments removed from the assessment of effective control (a) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee and (b) the collateral maintenance implementation

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)

guidance related to that criterion. The guidance was effective for the first interim or annual period beginning on or after December 15, 2011. Blackstone enters into repurchase agreements that are currently accounted for as collateralized financing transactions. Adoption did not have a material impact on the Partnership’s financial statements.

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

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

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

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

In December 2011, the FASB issued a deferral of the effective date for certain disclosures relating to the comprehensive income, specifically with respect to the presentation of reclassifications of items out of accumulated other comprehensive income. The deferral was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

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

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

3.	ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS

Acquisition of Harbourmaster

On January 5, 2012, Blackstone completed the acquisition of all of the outstanding share capital of Harbourmaster Capital (Holdings) Limited (“Harbourmaster”), an Island of Jersey entity, in accordance with the sale and purchase agreement entered into on October 6, 2011. The fair value of consideration transferred, comprised entirely of cash, was €181.4 million ($232.0 million). Harbourmaster is a European secured bank loan manager based in Dublin, Ireland. Harbourmaster manages various credit products including 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)

The following is a summary of the estimated fair values of assets acquired and liabilities assumed for the Harbourmaster acquisition:


Purchase Price — Cash	$	232,044

Fair Value of Assets Acquired and Liabilities Assumed
Assets
Cash	$	75,072
Investments in CLOs		9,305
Accounts Receivable		9,329
Other Assets		17,651
Intangible Assets		142,221

		253,578
Liabilities Assumed
Accounts Payable, Accrued Expenses and Other Liabilities		21,534

Net Assets Acquired	$	232,044

Harbourmaster’s results from the date of acquisition have been included in the Credit segment.

The Partnership incurred $2.1 million of acquisition-related costs which were expensed as incurred and are reflected within the General, Administrative and Other in the Condensed Consolidated Statement of Operations.

The Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2012 includes the results of Harbourmaster since the date of acquisition, January 5, 2012, through September 30, 2012. Supplemental information on an unaudited pro forma basis, as if the Harbourmaster acquisition had been consummated as of January 1, 2011 is as follows:


	Three Months Ended September 30, 2011 (Unaudited)			Nine Months Ended September 30, 2011 (Unaudited)
Total Revenues	$	(130,078	)	$	2,356,508

Net Loss Attributable to The Blackstone Group L.P.	$	(273,019	)	$	(129,298	)

Net Loss Per Common Unit — Basic and Diluted	$	(0.56	)	$	(0.27	)

The results for the period from January 1, 2012 to the acquisition date of January 5, 2012 are not material and, as a result, pro forma unaudited supplemental information has not been provided for the 2012 periods as the amounts are materially consistent with the amounts recognized in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2012.

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Partnership believes are reasonable. These results are not necessarily indicative of the Partnership’s Condensed Consolidated Financial Condition or Statements of Operations in future periods or the results that actually would have been realized had the Partnership and Harbourmaster been a combined entity during the periods presented.

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)

Goodwill and Intangible Assets

Goodwill has been allocated to each of the Partnership’s five segments as follows: Private Equity ($694.5 million), Real Estate ($421.7 million), Hedge Fund Solutions ($172.1 million), Credit ($346.4 million) and Financial Advisory ($68.9 million).

The carrying value of goodwill was $1.7 billion as of September 30, 2012 and December 31, 2011. As of September 30, 2012 and December 31, 2011, the fair value of the Partnership’s operating segments substantially exceeded their respective carrying values.

Intangible Assets, Net consists of the following:


	September 30, 2012			December 31, 2011
Finite-Lived Intangible Assets / Contractual Rights	$	1,536,247		$	1,394,023
Accumulated Amortization		(913,967	)		(798,535	)

Intangible Assets, Net	$	622,280		$	595,488

Amortization expense associated with Blackstone’s intangible assets was $30.6 million and $115.4 million for the three and nine month periods ended September 30, 2012, respectively, and $42.4 million and $124.8 million for the three and nine month periods ended September 30, 2011, respectively.

Amortization of Intangible Assets held at September 30, 2012 is expected to be $139.2 million, $88.2 million, $83.4 million, $77.1 million, and $72.8 million for each of the years ending December 31, 2012, 2013, 2014, 2015, and 2016, respectively. Blackstone’s intangible assets as of September 30, 2012 are expected to amortize over a weighted-average period of 8.8 years.

4.	INVESTMENTS

Investments

Investments consist of the following:


	September 30, 2012		December 31, 2011
Investments of Consolidated Blackstone Funds	$	14,323,698	$	10,306,795
Equity Method Investments		2,430,452		2,218,103
Blackstone’s Treasury Cash Management Strategies		1,290,512		685,859
Performance Fees		2,689,680		1,889,152
Other Investments		32,358		28,390

	$	20,766,700	$	15,128,299

Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $497.7 million and $449.6 million at September 30, 2012 and December 31, 2011, respectively.

At September 30, 2012 and December 31, 2011, consideration was given as to whether any individual investment, including derivative instruments, had a fair value which exceeded 5% of Blackstone’s net assets. At September 30, 2012 and December 31, 2011, no investment exceeded the 5% threshold.

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:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Realized Gains (Losses)	$	6,162		$	121,297		$	(4,279	)	$	228,052
Net Change in Unrealized Gains (Losses)		(152,801	)		(496,696	)		235,368			(774,527	)

	$	(146,639	)	$	(375,399	)	$	231,089		$	(546,475	)

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012		2011
Realized and Net Change in Unrealized Gains (Losses) from Blackstone Funds	$	(146,639	)	$	(375,399	)	$	231,089	$	(546,475	)
Interest and Dividend Revenue Attributable to Consolidated Blackstone Funds		10,679			46,000			169,323		97,231

Other Income (Loss) — Net Gains (Losses) from Fund Investment Activities	$	(135,960	)	$	(329,399	)	$	400,412	$	(449,244	)

Equity Method Investments

The Partnership recognized net gains related to its equity method investments of $125.4 million and $97.2 million for the nine months ended September 30, 2012 and 2011, respectively.

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Blackstone evaluates each of its equity method investments to determine if any were significant as defined by guidance from the United States Securities and Exchange Commission. As of and for the nine months ended September 30, 2012, no individual equity method investment held by Blackstone met the significance criteria. As of and for the nine months ended September 30, 2011, one individual equity method investment held by Blackstone met the significance criteria. The summarized financial information for this investment is shown below for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30,
	2012			2011
Statements of Income
Interest Income	$	—		$	251
Other Income		21,860			34,401
Interest Expense		(112	)		(315	)
Other Expenses		(1,812	)		(1,410	)
Net Realized and Unrealized Gain from Investments		440,531			537,432

Net Income	$	460,467		$	570,359

Blackstone’s Treasury Cash Management Strategies

The portion of Blackstone’s Treasury cash management strategies included in Investments represents the Partnership’s liquid investments in government, other investment and non-investment grade securities and other investments. These strategies are primarily managed by third-party institutions. The following table presents the realized and net change in unrealized gains (losses) on investments held by Blackstone’s Treasury cash management strategies:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011			2012		2011
Realized Gains	$	3,228	$	6,002		$	3,238	$	7,022
Net Change in Unrealized Gains (Losses)		6,525		(746	)		7,351		1,475

	$	9,753	$	5,256		$	10,589	$	8,497

Performance Fees

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


	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
Performance Fees, December 31, 2011	$	620,359		$	943,859		$	1,858		$	323,076		$	1,889,152
Performance Fees Allocated as a Result of Changes in Fund Fair Values		141,008			651,294			20,793			216,838			1,029,933
Foreign Exchange Gain		—			1,219			—			—			1,219
Fund Cash Distributions		(63,132	)		(85,718	)		(3,843	)		(77,931	)		(230,624	)

Performance Fees, September 30, 2012	$	698,235		$	1,510,654		$	18,808		$	461,983		$	2,689,680

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Other Investments

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Realized Gains	$	111		$	421		$	907		$	820
Net Change in Unrealized Gains (Losses)		(912	)		(22,292	)		(722	)		(21,000	)

	$	(801	)	$	(21,871	)	$	185		$	(20,180	)

5.	NET ASSET VALUE AS FAIR VALUE

A summary of fair value by strategy type alongside the consolidated funds of hedge funds’ remaining unfunded commitments and ability to redeem such investments as of September 30, 2012 is presented below:


Strategy	Fair Value		Unfunded Commitments		Redemption Frequency (if currently eligible)			Redemption Notice Period
Diversified Instruments	$	140,500	$	7,746		(a	)		(a	)
Credit Driven		201,607		1,980		(b	)		(b	)
Event Driven		99,767		—		(c	)		(c	)
Equity		337,015		—		(d	)		(d	)
Commodities		50,487		—		(e	)		(e	)

	$	829,376	$	9,726

(a)

Diversified Instruments include investments in hedge funds that invest across multiple strategies. Investments representing 47% of the value of the investments in this category may not be redeemed at, or within three months of, the reporting date. The remaining 53% of investments within this category represent investments in hedge funds that are in the process of liquidating. Distributions from these funds will be received as underlying investments are liquidated. The time at which this redemption restriction may lapse cannot be estimated.

(b)

The Credit Driven category includes investments in hedge funds that invest primarily in domestic and international bonds. Investments representing 73% of the value of the investments in this category may not be redeemed at, or within three months of, the reporting date. Investments representing 13% of the value in the credit driven category are subject to redemption restrictions at the discretion of the investee fund manager who may choose (but may not have exercised such ability) to side-pocket such investments. The remaining 14% of investments within this category are redeemable as of the reporting date.

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

(d)

The Equity category includes investments in hedge funds that invest primarily in domestic and international equity securities. Investments representing 87% of the total value of investments in this category may not be redeemed at, or within three months of, the reporting date. The remaining 13% are subject to redemption restrictions at the discretion of the investee fund manager who may choose (but may not have elected such ability) to side-pocket such investments. As of the reporting date, the investee fund manager had not elected to side-pocket Blackstone’s investments.

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

6.	DERIVATIVE FINANCIAL INSTRUMENTS

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

Fair Value Hedges

In June 2012, Blackstone removed the fair value designation of its interest rate swaps that were used to hedge a portion of the interest rate risk on the Partnership’s fixed rate borrowings. The impact to the Condensed Consolidated Statements of Operations for the period up through the date of de-designation is reflected within “Fair Value Hedges” in the table below. 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.

Freestanding Derivatives

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

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

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


	September 30, 2012								December 31, 2011
	Assets				Liabilities				Assets				Liabilities
	Notional		Fair Value		Notional		Fair Value		Notional		Fair Value		Notional		Fair Value
Fair Value Hedges
Interest Rate Swaps	$	—	$	—	$	—	$	—	$	450,000	$	67,668	$	—	$	—

Freestanding Derivatives
Blackstone — Other
Interest Rate Contracts		580,100		51,075		758,170		6,780		221,350		768		502,200		1,291
Foreign Currency Contracts		7,453		95		11,453		572		22,698		1,016		7,293		103
Credit Default Swaps		—		—		600		114		—		—		—		—
Investments of Consolidated Blackstone Funds
Foreign Currency Contracts		325,308		36,137		355,176		26,439		177,453		22,016		159,409		7,687
Interest Rate Contracts		162,414		6,744		107,500		1,473		95,482		7,270		191,400		10,867

Freestanding Derivatives		1,075,275		94,051		1,232,899		35,378		516,983		31,070		860,302		19,948

Total	$	1,075,275	$	94,051	$	1,232,899	$	35,378	$	966,983	$	98,738	$	860,302	$	19,948

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 impact to the Condensed Consolidated Statements of Operations from derivative financial instruments:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Fair Value Hedges — Interest Rate Swaps
Hedge Ineffectiveness	$	—		$	4,191		$	548		$	4,788

Excluded from Assessment of Effectiveness	$	—		$	(10,490	)	$	(938	)	$	(10,864	)

Realized Gain	$	—		$	—		$	22,941		$	—

Freestanding Derivatives
Realized Gains (Losses)
Interest Rate Contracts	$	(189	)	$	(2,558	)	$	(2,740	)	$	(3,578	)
Foreign Currency Contracts		(1,438	)		944			1,357			137
Other		8			(43	)		15			(65	)

Total	$	(1,619	)	$	(1,657	)	$	(1,368	)	$	(3,506	)

Net Change in Unrealized Gain (Loss)
Interest Rate Contracts	$	1,946		$	3,822		$	9,565		$	6,007
Foreign Currency Contracts		(11,027	)		(19,075	)		(11,692	)		(15,087	)
Credit Default Swaps		(5	)		42			(46	)		42
Other		—			(83	)		—			(101	)

Total	$	(9,086	)	$	(15,294	)	$	(2,173	)	$	(9,139	)

Since the inception of the above mentioned hedge designation, Blackstone recognized a $64.2 million increase in the fair value of the hedged borrowing. This basis adjustment will be accreted using the effective interest method through August 15, 2019, the remaining term of the hedged borrowing.

As of September 30, 2012 and December 31, 2011, the Partnership had not designated any derivatives as cash flow hedges or hedges of net investments in foreign operations.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

7.	FAIR VALUE OPTION

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


	As of September 30, 2012		As of December 31, 2011
Assets
Loans and Receivables	$	7,295	$	8,555
Assets of Consolidated CLO Vehicles
Corporate Loans		11,463,170		7,901,020
Corporate Bonds		195,047		153,653
Other		18,895		77,295

	$	11,684,407	$	8,140,523

Liabilities
Liabilities of Consolidated CLO Vehicles
Senior Secured Notes	$	10,612,502	$	7,449,766
Subordinated Notes		811,324		630,236

	$	11,423,826	$	8,080,002

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


	Three Months Ended September 30,
	2012						2011
	Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)			Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)
Assets
Loans and Receivables	$	(308	)	$	30		$	—		$	50
Assets of Consolidated CLO Vehicles
Corporate Loans		(2,522	)		163,390			16,928			(453,095	)
Corporate Bonds		(268	)		708			65			(11,129	)
Other		886			1,382			10,996			(16,205	)

	$	(2,212	)	$	165,510		$	27,989		$	(480,379	)

Liabilities
Liabilities of Consolidated CLO Vehicles
Senior Secured Notes	$	60		$	(289,500	)	$	1,915		$	222,379
Subordinated Notes		—			(104,325	)		(4,694	)		(32,581	)

	$	60		$	(393,825	)	$	(2,779	)	$	189,798

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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


	Nine Months Ended September 30,
	2012						2011
	Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)			Realized Gains (Losses)			Net Change in Unrealized Gains (Losses)
Assets
Loans and Receivables	$	(308	)	$	(366	)	$	—		$	(237	)
Assets of Consolidated CLO Vehicles
Corporate Loans		(27,240	)		465,102			82,040			(486,816	)
Corporate Bonds		450			10,003			2,214			(12,452	)
Other		2,425			11,489			11,476			(12,077	)

	$	(24,673	)	$	486,228		$	95,730		$	(511,582	)

Liabilities
Liabilities of Consolidated CLO Vehicles
Senior Secured Notes	$	17		$	(335,598	)	$	(5,798	)	$	(110,097	)
Subordinated Notes		—			(38,920	)		(4,694	)		(100,285	)

	$	17		$	(374,518	)	$	(10,492	)	$	(210,382	)

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


	As of September 30, 2012								As of December 31, 2011
				For Financial Assets Past Due (a)								For Financial Assets Past Due (a)
	Excess (Deficiency) of Fair Value Over Principal			Fair Value		Excess (Deficiency) of Fair Value Over Principal			Excess (Deficiency) of Fair Value Over Principal			Fair Value		Excess (Deficiency) of Fair Value Over Principal
Loans and Receivables	$	(145	)	$	—	$	—		$	(162	)	$	—	$	—
Assets of Consolidated CLO Vehicles
Corporate Loans		(692,464	)		20,240		(124,427	)		(674,496	)		17,574		(29,384	)
Corporate Bonds		(4,880	)		—		—			(9,360	)		7,560		(2,656	)

	$	(697,489	)	$	20,240	$	(124,427	)	$	(684,018	)	$	25,134	$	(32,040	)

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

As of September 30, 2012 and December 31, 2011, no Loans and Receivables 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 as of September 30, 2012 and December 31, 2011, respectively:


	September 30, 2012
	Level I		Level II		Level III		Total
Assets
Investments of Consolidated Blackstone Funds (a)
Investment Funds	$	—	$	1,645	$	801,956	$	803,601
Equity Securities		90,711		35,576		219,322		345,609
Partnership and LLC Interests		212		418		582,970		583,600
Debt Instruments		—		853,587		17,308		870,895
Assets of Consolidated CLO Vehicles
Corporate Loans		—		10,185,224		1,277,946		11,463,170
Corporate Bonds		—		175,047		20,000		195,047
Freestanding Derivatives — Foreign Currency Contracts		—		36,137		—		36,137
Freestanding Derivatives — Interest Rate Contracts		—		6,744		—		6,744
Other		—		2,241		16,654		18,895

Total Investments of Consolidated Blackstone Funds		90,923		11,296,619		2,936,156		14,323,698
Blackstone’s Treasury Cash Management Strategies		670,137		619,175		1,200		1,290,512
Money Market Funds		155,062		—		—		155,062
Freestanding Derivatives
Interest Rate Contracts		391		50,684		—		51,075
Foreign Currency Contracts		—		95		—		95
Loans and Receivables		—		—		7,295		7,295
Other Investments		2,483		6,662		23,213		32,358

	$	918,996	$	11,973,235	$	2,967,864	$	15,860,095

Liabilities
Liabilities of Consolidated CLO Vehicles (a)
Senior Secured Notes	$	—	$	—	$	10,612,502	$	10,612,502
Subordinated Notes		—		—		811,324		811,324
Freestanding Derivatives — Foreign Currency Contracts		—		26,439		—		26,439
Freestanding Derivatives — Interest Rate Contracts		—		1,473		—		1,473
Freestanding Derivatives
Interest Rate Contracts		1,066		5,714		—		6,780
Foreign Currency Contracts		—		572		—		572
Credit Default Swaps		—		114		—		114
Securities Sold, Not Yet Purchased		—		105,164		—		105,164

	$	1,066	$	139,476	$	11,423,826	$	11,564,368

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, 2011
	Level I		Level II		Level III		Total
Assets
Investments of Consolidated Blackstone Funds (a)
Investment Funds	$	—	$	5,119	$	723,951	$	729,070
Equity Securities		113,007		608		232,172		345,787
Partnership and LLC Interests		—		—		492,911		492,911
Debt Instruments		—		594,276		12,783		607,059
Assets of Consolidated CLO Vehicles
Corporate Loans		—		7,259,204		635,944		7,895,148
Corporate Bonds		—		150,653		3,000		153,653
Freestanding Derivatives — Foreign Currency Contracts		—		22,016		—		22,016
Freestanding Derivatives — Interest Rate Contracts		—		7,270		—		7,270
Other		28,900		21,973		3,008		53,881

Total Investments of Consolidated Blackstone Funds		141,907		8,061,119		2,103,769		10,306,795
Blackstone’s Treasury Cash Management Strategies		176,297		509,362		200		685,859
Money Market Funds		257,423		—		—		257,423
Freestanding Derivatives
Interest Rate Contracts		159		609		—		768
Foreign Currency Contracts		—		1,016		—		1,016
Derivative Instruments Used as Fair Value Hedges		—		67,668		—		67,668
Loans and Receivables		—		—		8,555		8,555
Other Investments		8,066		360		19,964		28,390

	$	583,852	$	8,640,134	$	2,132,488	$	11,356,474

Liabilities
Liabilities of Consolidated CLO Vehicles (a)
Senior Secured Notes	$	—	$	—	$	7,449,766	$	7,449,766
Subordinated Notes		—		—		630,236		630,236
Freestanding Derivatives — Foreign Currency Contracts		—		7,687		—		7,687
Freestanding Derivatives — Interest Rate Contracts		—		10,867		—		10,867
Freestanding Derivatives
Interest Rate Contracts		1,105		186		—		1,291
Foreign Currency Contracts		—		103		—		103
Securities Sold, Not Yet Purchased		—		143,825		—		143,825

	$	1,105	$	162,668	$	8,080,002	$	8,243,775

(a)

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

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 fair value transfers between Level I and Level II:


	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Transfers from Level I into Level II (a)	$	288	$	45,440
Transfers from Level II into Level I (b)	$	45	$	846

(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 following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of September 30, 2012. The disclosure below excludes financial instruments for which fair value is based on unobservable but non-quantitative inputs. Such items include financial instruments for which the determination of fair value is based on prices from prior transactions or third party pricing information without adjustment and financial instruments for which fair value is determined by net asset value.


	Fair Value at September 30, 2012		Valuation Techniques	Unobservable Inputs	Ranges
Financial Assets
Equity Securities	$	134,254	Discounted Cash Flows	Discount Rate Revenue CAGR Exit Multiple	6.8% - 25.0% 1.6% - 83.4% 5.8x - 17.0x

		1,904	Market Comparable Companies	Book Value Multiple EBITDA Multiple	0.8x 4.8x - 9.8x

Partnership and LLC Interests		558,757	Discounted Cash Flows	Discount Rate Revenue CAGR Exit Multiple Exit Capitalization Rate	3.1% - 22.5% -0.2% - 62.0% 4.5x - 15.4x 5.3% - 11.0%

Debt Instruments		11,719	Discounted Cash Flows	Discount Rate Revenue CAGR Exit Capitalization Rate Default Rate Recovery Rate Recovery Lag Pre-payment Rate Reinvestment Rate	8.0% - 45.0% 3.2% 6.4% - 7.5% 2.0% 70.0% 12 months 20.0% 3.5%

		836	Market Comparable Companies	EBITDA Multiple	3.8x - 8.3x

Assets of Consolidated CLO Vehicles		135,462	Discounted Cash Flows	Discount Rate	6.0% - 18.0%

		67,435	Market Comparable Companies	EBITDA Multiple Liquidity Discount	4.0x - 11.0x 1.0% - 25.0%

Loans and Receivables		7,295	Discounted Cash Flows	Discount Rate	6.8% - 26.0%

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 at September 30, 2012		Valuation Techniques	Unobservable Inputs	Ranges

Financial Liabilities
CLOs	$	11,423,826	Discounted Cash Flows	Default Rate Recovery Rate Recovery Lag Pre-payment Rate Reinvestment Rate Discount Rate	2.0% - 5.0% 30.0% - 70.0% 12 months 5.0% - 20.0% 3.5% 1.3% - 55.0%


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.

The significant unobservable inputs used in the fair value measurement of the assets and obligations of consolidated CLO vehicles are discount rates, default rates, recovery rates, recovery lag, pre-payment rates and reinvestment rates. Increases (decreases) in any of the discount rates, default rates, recovery lag and pre-payment rates in isolation would result in a lower (higher) fair value measurement. Increases (decreases) in any of the recovery rates and reinvestment rates in isolation would result in a higher (lower) fair value measurement. Generally, a change in the assumption used for default rates may be accompanied by a directionally similar change in the assumption used for recovery lag and a directionally opposite change in the assumption used for recovery rates and pre-payment rates.

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

Since December 31, 2011, 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 BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

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


	Level III Financial Assets at Fair Value Three Months Ended September 30,
	2012												2011
	Investments of Consolidated Funds			Loans and Receivables			Other Investments			Total			Investments of Consolidated Funds			Loans and Receivables			Other Investments			Total
Balance, Beginning of Period	$	2,540,156		$	104,207		$	21,362		$	2,665,725		$	1,837,853		$	127,108		$	138,713		$	2,103,674
Transfer In Due to Consolidation and Acquisition (a)		1,036			—			2,180			3,216			13,506			—			—			13,506
Transfer In to Level III (b)		436,233			—			—			436,233			120,184			—			—			120,184
Transfer Out of Level III (b)		(159,482	)		—			—			(159,482	)		(13,153	)		—			—			(13,153	)
Purchases		209,642			5,956			1,350			216,948			135,916			58,153			—			194,069
Sales		(181,324	)		(100,728	)		(99	)		(282,151	)		(178,082	)		(120,315	)		(118,175	)		(416,572	)
Settlements		—			(79	)		—			(79	)		—			(92	)		—			(92	)
Realized Gains (Losses), Net		13,671			(308	)		99			13,462			39,601			—			947			40,548
Changes in Unrealized Gains (Losses) Included in Earnings Related to Investments Still Held at the Reporting Date		76,224			(1,753	)		(479	)		73,992			(137,420	)		332			(2,170	)		(139,258	)

Balance, End of Period	$	2,936,156		$	7,295		$	24,413		$	2,967,864		$	1,818,405		$	65,186		$	19,315		$	1,902,906

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 Nine Months Ended September 30,
	2012												2011
	Investments of Consolidated Funds			Loans and Receivables			Other Investments			Total			Investments of Consolidated Funds			Loans and Receivables			Other Investments			Total
Balance, Beginning of Period	$	2,103,769		$	8,555		$	20,164		$	2,132,488		$	1,602,371		$	131,290		$	19,672		$	1,753,333
Transfer In Due to Consolidation and Acquisition (a)		123,601			—			2,180			125,781			23,076			—			—			23,076
Transfer Out Due to Deconsolidation		(1,599	)		—			—			(1,599	)		—			—			—			—
Transfer In to Level III (b)		575,238			—			—			575,238			126,398			—			—			126,398
Transfer Out of Level III (b)		(135,729	)		—			—			(135,729	)		(129,330	)		—			—			(129,330	)
Purchases		564,076			148,864			1,450			714,390			526,796			184,243			117,200			828,239
Sales		(464,193	)		(149,979	)		(639	)		(614,811	)		(350,261	)		(250,214	)		(118,706	)		(719,181	)
Settlements		—			(46	)		—			(46	)		—			(1,391	)		—			(1,391	)
Realized Gains (Losses), Net		(5,772	)		(308	)		738			(5,342	)		43,598			—			1,706			45,304
Changes in Unrealized Gains (Losses) Included in Earnings Related to Investments Still Held at the Reporting Date		176,765			209			520			177,494			(24,243	)		1,258			(557	)		(23,542	)

Balance, End of Period	$	2,936,156		$	7,295		$	24,413		$	2,967,864		$	1,818,405		$	65,186		$	19,315		$	1,902,906


	Level III Financial Liabilities at Fair Value Three Months Ended September 30,
	2012									2011
	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	$	10,534,253		$	701,648		$	11,235,901		$	7,859,527		$	706,649		$	8,566,176
Transfer In Due to Consolidation and Acquisition (a)		—			—			—			625,480			57,170			682,650
Issuances		10,844			1,459			12,303			360,007			42,026			402,033
Settlements		(338,222	)		(572	)		(338,794	)		(640,049	)		(31,033	)		(671,082	)
Realized (Gains) Losses, Net		(60	)		—			(60	)		(1,915	)		4,694			2,779
Changes in Unrealized (Gains) Losses Included in Earnings Related to Liabilities Still Held at the Reporting Date		405,687			108,789			514,476			(333,798	)		11,456			(322,342	)

Balance, End of Period	$	10,612,502		$	811,324		$	11,423,826		$	7,869,252		$	790,962		$	8,660,214

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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


	Level III Financial Liabilities at Fair Value Nine Months Ended September 30,
	2012									2011
	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	$	7,449,766		$	630,236		$	8,080,002		$	5,877,957		$	555,632		$	6,433,589
Transfer In Due to Consolidation and Acquisition (a)		3,419,084			149,225			3,568,309			2,455,379			152,736			2,608,115
Issuances		14,073			2,211			16,284			360,411			42,026			402,437
Settlements		(609,440	)		(3,470	)		(612,910	)		(875,322	)		(43,513	)		(918,835	)
Realized (Gains) Losses, Net		(17	)		—			(17	)		5,798			4,694			10,492
Changes in Unrealized (Gains) Losses Included in Earnings Related to Liabilities Still Held at the Reporting Date		339,036			33,122			372,158			45,029			79,387			124,416

Balance, End of Period	$	10,612,502		$	811,324		$	11,423,826		$	7,869,252		$	790,962		$	8,660,214

(a)	Represents the transfer into Level III of financial assets and liabilities held by CLO vehicles as a result of the acquisition of management contracts on May 16, 2011 and the Harbourmaster acquisition on January 5, 2012.

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

9.	VARIABLE INTEREST ENTITIES

Pursuant to GAAP consolidation guidance, the Partnership consolidates certain VIEs in which it is determined that the Partnership is the primary beneficiary either directly or indirectly, through a consolidated entity or affiliate. VIEs include certain private equity, real estate, credit-oriented or funds of hedge funds entities and CLO vehicles. The purpose of such VIEs is to provide strategy specific investment opportunities for investors in exchange for management and performance based fees. The investment strategies of the Blackstone Funds differ by product; however, the fundamental risks of the Blackstone Funds have similar characteristics, including loss of invested capital and loss of management fees and performance based fees. In Blackstone’s role as general partner or investment 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

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)

interest in these non-consolidated VIEs and the Partnership’s maximum exposure to loss relating to non-consolidated VIEs were as follows:


	September 30, 2012		December 31, 2011
Investments	$	374,846	$	238,503
Receivables		76,303		94,050

Total VIE Assets		451,149		332,553
VIE Liabilities		1,208		48
Potential Clawback Obligation		31,399		14,876

Maximum Exposure to Loss	$	483,756	$	347,477

10.

REVERSE REPURCHASE AND REPURCHASE AGREEMENTS

At September 30, 2012, 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 $105.1 million and cash as collateral for reverse repurchase agreements that could be repledged, delivered or otherwise used. Securities with a fair value of $105.1 million were repledged, delivered or used to settle Securities Sold, Not Yet Purchased. The Partnership also pledged securities with a carrying value of $69.2 million and cash to collateralize its repurchase agreements. Such securities can be repledged, delivered or otherwise used by the counterparty.

11.

BORROWINGS

On July 13, 2012, an indirect subsidiary of Blackstone entered into an amendment to the $1.02 billion revolving credit facility (the “Credit Facility”) with Citibank, N.A., as Administrative Agent. The amendment increased the borrowing capacity from $1.02 billion to $1.1 billion and extended the maturity date of the Credit Facility from April 8, 2016 to July 13, 2017. As of September 30, 2012, Blackstone had no outstanding borrowings under the Credit Facility.

On August 17, 2012, Blackstone Holdings Finance Co. L.L.C. (the “Issuer”), an indirect subsidiary of the Partnership, issued $400 million aggregate principal amount of Senior Notes maturing February 15, 2023 (the “2023 Notes”) and $250 million aggregate principal amount of Senior Notes maturing August 15, 2042 (the “2042 Notes”). The 2023 Notes have an interest rate of 4.75% per annum and the 2042 Notes have an interest rate of 6.25% per annum, each accruing from August 17, 2012. Interest is payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2013. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Partnership, Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. (the “Guarantors”). The guarantees are unsecured and unsubordinated obligations of the Guarantors. Transaction costs related to the issuance of the Notes have been capitalized and are being amortized over the life of the Notes.

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 carrying value and fair value of the Blackstone issued notes as of September 30, 2012 and December 31, 2011 were:


	September 30, 2012				December 31, 2011
	Carrying Value		Fair Value (a)		Carrying Value		Fair Value (a)
Blackstone Issued 6.625%, $600 Million Par, Notes Due 8/15/2019	$	642,017	$	678,893	$	653,467	$	640,440
Blackstone Issued 5.875%, $400 Million Par, Notes Due 3/15/2021	$	398,347	$	449,240	$	398,237	$	404,160
Blackstone Issued 4.750%, $400 Million Par, Notes Due 2/15/2023	$	392,487	$	417,160	$	—	$	—
Blackstone Issued 6.250%, $250 Million Par, Notes Due 8/15/2042	$	239,590	$	263,800	$	—	$	—

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

Included within Loans Payable and Due to Affiliates are amounts due to holders of debt securities issued by Blackstone’s consolidated CLO vehicles. At September 30, 2012 and December 31, 2011, the Partnership’s borrowings through consolidated CLO vehicles consisted of the following:


	September 30, 2012							December 31, 2011
	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	$	11,688,440		1.44	%		4.7	$	8,250,418		1.96	%		4.3
Subordinated Notes		1,437,035		(a	)		3.7		1,117,571		(a	)		7.2

	$	13,125,475						$	9,367,989

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

Included within Senior Secured Notes and Subordinated Notes as of September 30, 2012 are amounts due to non-consolidated affiliates of $22.0 million and $317.6 million, respectively. The fair value of Senior Secured and Subordinated Notes as of September 30, 2012 was $10.6 billion and $811.3 million, respectively, of which $17.1 million and $226.7 million represents the amounts due to affiliates.

Included within Senior Secured Notes and Subordinated Notes as of December 31, 2011 are amounts due to non-consolidated affiliates of $101.8 million and $323.6 million, respectively. The fair value of Senior Secured and Subordinated Notes as of December 31, 2011 was $7.4 billion and $630.2 million, respectively, of which $86.9 million and $205.4 million represents the amounts due to affiliates.

The Loans Payable of the consolidated CLO vehicles are collateralized by assets held by each respective CLO vehicle and assets of one vehicle may not be used to satisfy the liabilities of another. As of September 30, 2012 and December 31, 2011, the fair value of the consolidated CLO assets was $12.5 billion and $8.7 billion, respectively. This collateral consisted of Cash, Corporate Loans, Corporate Bonds and other securities.

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

Scheduled principal payments for borrowings as of September 30, 2012 were as follows:


	Operating Borrowings		Blackstone Fund Facilities / CLO Vehicles		Total Borrowings
2012	$	297	$	7,904	$	8,201
2013		1,188		87,041		88,229
2014		5,040		254,173		259,213
2015		—		538,672		538,672
Thereafter		1,635,000		12,254,361		13,889,361

Total	$	1,641,525	$	13,142,151	$	14,783,676

12.

INCOME TAXES

Blackstone’s effective tax rate was 16.6% and 0.8% for the three months ended September 30, 2012 and 2011, respectively, and 14.4% and -15.2% for the nine months ended September 30, 2012 and 2011, respectively. Blackstone’s income tax provision was an expense of $39.2 million and a benefit of $7.6 million for the three months ended September 30, 2012 and 2011, respectively, and an expense of $119.3 million and an expense of $95.4 million for the nine months ended September 30, 2012 and 2011, respectively.

Blackstone’s effective tax rate for the three and nine months ended September 30, 2012 and 2011 was substantially due to the following: (a) certain corporate subsidiaries are subject to federal, state, local and foreign income taxes as applicable and other subsidiaries are subject to New York City unincorporated business taxes, and (b) a portion of compensation charges are not deductible for tax purposes.

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)

13.

NET INCOME (LOSS) PER COMMON UNIT

Basic and diluted net income (loss) per common unit for the three and nine months ended September 30, 2012 and September 30, 2011 was calculated as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011			2012		2011
Net Income (Loss) Attributable to The Blackstone Group L.P.	$	128,824	$	(274,567	)	$	112,185	$	(145,626	)

Basic Net Income (Loss) Per Common Unit:
Weighted-Average Common Units Outstanding		544,716,399		487,189,657			526,892,258		470,551,727

Net Income (Loss) Per Common Unit	$	0.24	$	(0.56	)	$	0.21	$	(0.31	)

Diluted Net Income (Loss) Per Common Unit:
Weighted-Average Common Units Outstanding		544,716,399		487,189,657			526,892,258		470,551,727
Weighted-Average Unvested Deferred Restricted Common Units		2,207,204		—			5,810,614		—

Weighted-Average Diluted Common Units Outstanding		546,923,603		487,189,657			532,702,872		470,551,727

Diluted Net Income (Loss) Per Common Unit	$	0.24	$	(0.56	)	$	0.21	$	(0.31	)

The following table summarizes the anti-dilutive securities for the three and nine months ended September 30, 2012 and 2011:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Weighted-Average Unvested Deferred Restricted Common Units		—		20,767,022		—		23,121,018
Weighted-Average Blackstone Holdings Partnership Units		586,762,611		616,168,175		593,555,609		633,174,021

Unit Repurchase Program

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

During the nine months ended September 30, 2012, no units were repurchased. As of September 30, 2012, the amount remaining available for repurchases under this program was $335.8 million.

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)

During the nine months ended September 30, 2011, Blackstone repurchased 116,270 vested Blackstone Holdings Partnership Units as part of the unit repurchase program for a total fair value of $2.1 million.

14.

EQUITY-BASED COMPENSATION

The Partnership has granted equity-based compensation awards to Blackstone’s senior managing directors, non-partner professionals, non-professionals and selected external advisors under the Partnership’s 2007 Equity Incentive Plan (the “Equity Plan”), the majority of which to date were granted in connection with the IPO. The Equity Plan allows for the granting of options, unit appreciation rights or other unit-based awards (units, restricted units, restricted common units, deferred restricted common units, phantom restricted common units or other unit-based awards based in whole or in part on the fair value of the Blackstone Common Units or Blackstone Holdings Partnership Units) which may contain certain service or performance requirements. As of January 1, 2012, the Partnership had the ability to grant 162,195,378 units under the Equity Plan.

For the three and nine months ended September 30, 2012, the Partnership recorded compensation expense of $223.6 million and $690.6 million, respectively, in relation to its equity-based awards with corresponding tax benefits of $2.3 million and $15.0 million, respectively. For the three and nine months ended September 30, 2011, the Partnership recorded compensation expense of $240.1 million and $1.1 billion, respectively, in relation to its equity-based awards with corresponding tax benefits of $5.1 million and $13.8 million, respectively. As of September 30, 2012, there was $2.0 billion of estimated unrecognized compensation expense related to unvested awards. This cost is expected to be recognized over a weighted-average period of 2.8 years.

Total vested and unvested outstanding units, including Blackstone Common Units, Blackstone Holdings Partnership Units and deferred restricted common units, were 1,139,785,399 as of September 30, 2012. Total outstanding unvested phantom units were 221,356 as of September 30, 2012.

A summary of the status of the Partnership’s unvested equity-based awards as of September 30, 2012 and a summary of changes during the period January 1, 2012 through September 30, 2012 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, 2011		89,644,650		$	29.88		17,635,945		$	18.50		218,583		$	13.88
Granted		6,014,151			13.33		8,858,682			13.06		6,736			12.82
Vested		(24,749,910	)		30.26		(5,135,554	)		19.48		(3,963	)		13.33
Forfeited		(2,069,835	)		30.53		(1,040,852	)		18.74		—			—

Balance, September 30, 2012		68,839,056		$	28.28		20,318,221		$	15.74		221,356		$	13.85

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 September 30, 2012, are expected to vest:


	Units		Weighted-Average Service Period in Years
Blackstone Holdings Partnership Units		64,520,021		2.8
Deferred Restricted Blackstone Common Units and Options		16,003,110		3.1

Total Equity-Based Awards		80,523,131		2.8

Phantom Units		208,271		2.7

15.

RELATED PARTY TRANSACTIONS

Affiliate Receivables and Payables

As of September 30, 2012 and December 31, 2011, Due from Affiliates and Due to Affiliates comprised the following:


	September 30, 2012		December 31, 2011
Due from Affiliates
Accrual for Potential Clawback of Previously Distributed Carried Interest	$	154,339	$	167,415
Primarily Interest Bearing Advances Made on Behalf of Certain Non-Controlling Interest Holders and Blackstone Employees for Investments in Blackstone Funds		169,964		223,281
Amounts Due from Portfolio Companies and Funds		282,722		234,254
Investments Redeemed in Non-Consolidated Funds of Funds		3,584		67,608
Management and Performance Fees Due from Non-Consolidated Funds of Funds		109,916		71,162
Payments Made on Behalf of Non-Consolidated Entities		145,526		87,711
Advances Made to Certain Non-Controlling Interest Holders and Blackstone Employees		11,080		9,083

	$	877,131	$	860,514


	September 30, 2012		December 31, 2011
Due to Affiliates
Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements	$	1,177,800	$	1,112,330
Accrual for Potential Repayment of Previously Received Performance Fees		255,823		266,300
Due to Note-Holders of Consolidated CLO Vehicles		243,780		292,372
Distributions Received on Behalf of Certain Non-Controlling Interest Holders and Blackstone Employees		26,851		20,526
Payable to Affiliates for Consolidated Funds in Liquidation		45,348		58,793
Distributions Received on Behalf of Blackstone Entities		30,908		42,620
Payments Made by Non-Consolidated Entities		7,146		18,527

	$	1,787,656	$	1,811,468

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)

Interests of the Founder, Senior Managing Directors and Employees

The founder, senior managing directors and employees invest on a discretionary basis in the Blackstone Funds both directly and through consolidated entities. Their investments may be subject to preferential management fee and performance fee arrangements. As of September 30, 2012 and December 31, 2011, the founder’s, other senior managing directors’ and employees’ investments aggregated $877.6 million and $715.5 million, respectively, and the founder’s, other senior managing directors’ and employees’ share of the Net Income (Loss) Attributable to Redeemable Non-Controlling and Non-Controlling Interests in Consolidated Entities aggregated $46.8 million and $(36.2) million for the three months ended September 30, 2012 and 2011, respectively, and $90.2 million and $95.6 million for the nine months ended September 30, 2012 and 2011, respectively.

Revenues Earned from Affiliates

Management and Advisory Fees earned from affiliates totaled $49.0 million and $56.9 million for the three months ended September 30, 2012 and 2011, respectively. Management and Advisory Fees earned from affiliates totaled $153.1 million and $245.9 million for the nine months ended September 30, 2012 and 2011, respectively. Fees relate primarily to transaction and monitoring fees which are made in the ordinary course of business and under terms that would have been obtained from unaffiliated third parties.

Loans to Affiliates

Loans to affiliates consist of interest-bearing advances to certain Blackstone individuals to finance their investments in certain Blackstone Funds. These loans earn interest at Blackstone’s cost of borrowing and such interest totaled $1.1 million and $0.6 million for the three months ended September 30, 2012 and 2011, respectively, and $3.3 million and $1.9 million for the nine months ended September 30, 2012 and 2011, respectively. No such loans to any director or executive officer of Blackstone have been made or were outstanding since March 22, 2007, the date of Blackstone’s initial filing with the Securities and Exchange Commission of a registration statement relating to its initial public offering.

Contingent Repayment Guarantee

Blackstone and its personnel who have received Carried Interest distributions have guaranteed payment on a several basis (subject to a cap) to the Carry Funds of any clawback obligation with respect to the excess Carried Interest allocated to the general partners of such funds and indirectly received thereby to the extent that either Blackstone or its personnel fails to fulfill its clawback obligation, if any. The Accrual for Possible Repayment of Previously Received Performance Fees represents amounts previously paid to Blackstone Holdings and non-controlling interest holders that would need to be repaid to the Blackstone Funds if the Carry Funds were to be liquidated based on the fair value of their underlying investments as of September 30, 2012. See Note 16. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback)”.

Aircraft and Other Services

In the normal course of business, Blackstone personnel have made use of aircraft owned as personal assets by Stephen A. Schwarzman (“Personal Aircraft”). In addition, on occasion, Mr. Schwarzman and his family have made use of an aircraft in which Blackstone owns a fractional interest, as well as other assets of Blackstone. Mr. Schwarzman paid for his purchases of the aircraft himself and bears all operating, personnel and maintenance costs associated with their operation. In addition, Mr. Schwarzman is charged for his and his

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)

family’s personal use of Blackstone assets based on market rates and usage. Payment by Blackstone for the use of the Personal Aircraft by other Blackstone employees are made at market rates. Personal use of Blackstone resources are also reimbursed to Blackstone at market rates. The transactions described herein are not material to the Condensed Consolidated Financial Statements.

Tax Receivable Agreements

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

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

Assuming no material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreements (which are taxable to the recipients) will aggregate $1.2 billion over the next 15 years. The after-tax net present value of these estimated payments totals $354.6 million assuming a 15% discount rate and using Blackstone’s most recent projections relating to the estimated timing of the benefit to be received. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts. The payments under the tax receivable agreements are not conditioned upon continued ownership of Blackstone equity interests by the pre-IPO owners and the others mentioned above.

Other

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

16.

COMMITMENTS AND CONTINGENCIES

Commitments

Investment Commitments

Blackstone had $1.3 billion of investment commitments as of September 30, 2012 representing general partner capital funding commitments to the Blackstone Funds, limited partner capital funding to other funds 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)

Blackstone principal investment commitments. The consolidated Blackstone Funds had signed investment commitments of $50.5 million as of September 30, 2012 which includes $18.9 million of signed investment commitments for portfolio company acquisitions in the process of closing.

Contingencies

Guarantees

Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the on-going business activities and/or acquisitions of their Portfolio Companies. There is no direct recourse to the Partnership to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, the Partnership’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by consolidated real estate funds was $5.0 million as of September 30, 2012.

On March 28, 2012, the Blackstone Holdings Partnerships entered into a guaranty agreement with a lending institution in which the Holdings Partnerships guarantee certain loans held by employees for investment in Blackstone funds. The amount guaranteed as of September 30, 2012 was $47.8 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 exceeds the amount due to Blackstone based on cumulative results. The actual clawback liability, however, does not become realized until the end of a fund’s life except for Blackstone’s real estate funds which may have an interim clawback liability come due after a realized loss is incurred, depending on the fund. The lives of the carry funds with a potential clawback obligation, including available contemplated extensions, are currently anticipated to expire at various points beginning toward the end of 2012 and extending through 2018. Further extensions of such terms may be implemented under given circumstances.

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

The following table presents the clawback obligations by segment:


	September 30, 2012						December 31, 2011
Segment	Blackstone Holdings		Current and Former Personnel		Total		Blackstone Holdings		Current and Former Personnel		Total
Private Equity	$	69,282	$	129,440	$	198,722	$	68,044	$	128,756	$	196,800
Real Estate		32,152		24,863		57,015		30,841		38,659		69,500
Credit		50		36		86		—		—		—

Total	$	101,484	$	154,339	$	255,823	$	98,885	$	167,415	$	266,300

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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

A portion of the Carried Interest paid to current and former Blackstone personnel is held in segregated accounts in the event of a cash clawback obligation. These segregated accounts are not included in the Condensed Consolidated Financial Statements of the Partnership, except to the extent a portion of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At September 30, 2012, $415.3 million was held in segregated accounts for the purpose of meeting any clawback obligations of current and former personnel if such payments are required.

17.

SEGMENT REPORTING

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

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

•

Private Equity — Blackstone’s Private Equity segment comprises its management of private equity funds and certain multi-asset class investment funds.

•

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

•

Hedge Fund Solutions — Blackstone’s Hedge Fund Solutions segment is comprised principally of Blackstone Alternative Asset Management (“BAAM”), an institutional solutions provider utilizing hedge funds across a variety of strategies.

•

Credit — Blackstone’s Credit segment is comprised principally of GSO and manages credit-oriented funds, CLOs, credit-focused separately managed accounts and publicly registered debt-focused investment companies. Prior to September 30, 2012, this segment had been called Credit Businesses.

•

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

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

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 five 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. Prior to June 30, 2012, EI had been called Economic Net Income. The renaming of this measure did not change any of the previously reported amounts. Economic Net Income (“ENI”) now represents EI adjusted to include current period taxes. Taxes represent the current tax provision (benefit) calculated on Income (Loss) Before Provision for 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)

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.

The following table presents the financial data for Blackstone’s five segments as of and for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Financial Advisory			Total Segments
Segment Revenues
Management and Advisory Fees, Net
Base Management Fees	$	86,136		$	135,659		$	87,334		$	88,959		$	—		$	398,088
Advisory Fees		—			—			—			—			59,951			59,951
Transaction and Other Fees, Net		25,693			14,937			4			4,486			6			45,126
Management Fee Offsets		(767	)		(6,034	)		(382	)		(1,271	)		—			(8,454	)

Total Management and Advisory Fees, Net		111,062			144,562			86,956			92,174			59,957			494,711

Performance Fees
Realized
Carried Interest		31,592			51,845			—			328			—			83,765
Incentive Fees		—			4,879			2,637			4,104			—			11,620
Unrealized
Carried Interest		128,746			207,695			—			67,024			—			403,465
Incentive Fees		—			6,150			36,635			61,364			—			104,149

Total Performance Fees		160,338			270,569			39,272			132,820			—			602,999

Investment Income (Loss)
Realized		7,189			10,324			637			6,697			251			25,098
Unrealized		43,267			33,676			5,199			(736	)		928			82,334

Total Investment Income		50,456			44,000			5,836			5,961			1,179			107,432
Interest and Dividend Revenue		3,413			3,581			540			2,673			1,797			12,004
Other		1,650			1,941			315			(678	)		(751	)		2,477

Total Revenues		326,919			464,653			132,919			232,950			62,182			1,219,623

Expenses
Compensation and Benefits
Compensation		62,424			71,456			28,826			50,236			46,619			259,561
Performance Fee Compensation
Realized
Carried Interest		1,048			19,822			—			1,153			—			22,023
Incentive Fees		—			2,570			1,062			825			—			4,457
Unrealized
Carried Interest		43,228			47,940			—			37,695			—			128,863
Incentive Fees		—			2,876			8,062			33,316			—			44,254

Total Compensation and Benefits		106,700			144,664			37,950			123,225			46,619			459,158
Other Operating Expenses		30,944			31,284			12,878			33,527			18,823			127,456

Total Expenses		137,644			175,948			50,828			156,752			65,442			586,614

Economic Income (Loss)	$	189,275		$	288,705		$	82,091		$	76,198		$	(3,260	)	$	633,009

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 September 30, 2011
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Financial Advisory			Total Segments
Segment Revenues
Management and Advisory Fees, Net
Base Management Fees	$	85,534		$	97,925		$	79,355		$	59,557		$	—		$	322,371
Advisory Fees		—			—			—			—			86,178			86,178
Transaction and Other Fees, Net		21,430			19,551			740			(26	)		98			41,793
Management Fee Offsets		(6,498	)		(880	)		(258	)		(67	)		—			(7,703	)

Total Management and Advisory Fees, Net		100,466			116,596			79,837			59,464			86,276			442,639

Performance Fees
Realized
Carried Interest		(17,966	)		5,137			—			3,196			—			(9,633	)
Incentive Fees		—			171			5,764			11,595			—			17,530
Unrealized
Carried Interest		(270,014	)		(119,192	)		—			6,257			—			(382,949	)
Incentive Fees		—			(984	)		(19,861	)		(61,382	)		—			(82,227	)

Total Performance Fees		(287,980	)		(114,868	)		(14,097	)		(40,334	)		—			(457,279	)

Investment Income (Loss)
Realized		20,548			7,313			1,023			2,807			(44	)		31,647
Unrealized		(121,688	)		(26,060	)		(10,034	)		(7,800	)		(171	)		(165,753	)

Total Investment Loss		(101,140	)		(18,747	)		(9,011	)		(4,993	)		(215	)		(134,106	)
Interest and Dividend Revenue		3,396			3,195			500			1,404			1,615			10,110
Other		141			(1,390	)		18			(132	)		(304	)		(1,667	)

Total Revenues		(285,117	)		(15,214	)		57,247			15,409			87,372			(140,303	)

Expenses
Compensation and Benefits
Compensation		52,388			54,986			30,667			40,533			59,633			238,207
Performance Fee Compensation
Realized
Carried Interest		(2,443	)		2,169			—			(1,561	)		—			(1,835	)
Incentive Fees		—			82			2,257			10,039			—			12,378
Unrealized
Carried Interest		(44,955	)		(30,076	)		—			908			—			(74,123	)
Incentive Fees		—			(434	)		(7,214	)		(29,664	)		—			(37,312	)

Total Compensation and Benefits		4,990			26,727			25,710			20,255			59,633			137,315
Other Operating Expenses		27,588			23,495			14,421			11,210			20,218			96,932

Total Expenses		32,578			50,222			40,131			31,465			79,851			234,247

Economic Income (Loss)	$	(317,695	)	$	(65,436	)	$	17,116		$	(16,056	)	$	7,521		$	(374,550	)

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 (Benefit) for Taxes for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012								Three Months Ended September 30, 2011
	Total Segments		Consolidation Adjustments and Reconciling Items			Blackstone Consolidated			Total Segments			Consolidation Adjustments and Reconciling Items			Blackstone Consolidated
Revenues	$	1,219,623	$	3,467	(a)	$	1,223,090		$	(140,303	)	$	16,224	(a)	$	(124,079	)
Expenses	$	586,614	$	264,777	(b)	$	851,391		$	234,247		$	306,687	(b)	$	540,934
Other Income	$	—	$	(135,960	)(c)	$	(135,960	)	$	—		$	(329,399	)(c)	$	(329,399	)
Economic Income (Loss)	$	633,009	$	(397,270	)(d)	$	235,739		$	(374,550	)	$	(619,862	)(d)	$	(994,412	)

(a)	The Revenues adjustment principally represents management and performance fees earned from Blackstone Funds which were eliminated in consolidation to arrive at Blackstone consolidated revenues.

(b)	The Expenses adjustment represents the addition of expenses of the consolidated Blackstone Funds to the Blackstone unconsolidated expenses, amortization of intangibles and expenses related to transaction-related equity-based compensation to arrive at Blackstone consolidated expenses.

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


	Three Months Ended September 30,
	2012			2011
Fund Management Fees and Performance Fees Eliminated in Consolidation	$	(4,273	)	$	(18,164	)
Fund Expenses Added in Consolidation		(8,837	)		9,843
Non-Controlling Interests in Loss of Consolidated Entities		(115,753	)		(310,129	)
Transaction-Related Other Income		(7,097	)		(10,949	)

Total Consolidation Adjustments and Reconciling Items	$	(135,960	)	$	(329,399	)

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


	Three Months Ended September 30,
	2012			2011
Economic Income (Loss)	$	633,009		$	(374,550	)

Adjustments
Amortization of Intangibles		(33,338	)		(45,665	)
IPO and Acquisition-Related Charges		(248,179	)		(264,068	)
Non-Controlling Interests in Loss of Consolidated Entities		(115,753	)		(310,129	)

Total Consolidation Adjustments and Reconciling Items		(397,270	)		(619,862	)

Income (Loss) Before Provision (Benefit) for Taxes	$	235,739		$	(994,412	)

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 financial data for Blackstone’s five segments for the nine months ended September 30, 2012 and 2011:


	September 30, 2012 and the Nine Months Then Ended
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Financial Advisory			Total Segments
Segment Revenues
Management and Advisory Fees, Net
Base Management Fees	$	259,400		$	411,278		$	253,433		$	250,827		$	—		$	1,174,938
Advisory Fees		—			—			—			—			229,169			229,169
Transaction and Other Fees, Net		58,741			54,500			161			19,395			253			133,050
Management Fee Offsets		(5,221	)		(20,018	)		(1,092	)		(3,146	)		—			(29,477	)

Total Management and Advisory Fees		312,920			445,760			252,502			267,076			229,422			1,507,680

Performance Fees
Realized
Carried Interest		64,306			74,001			—			14,947			—			153,254
Incentive Fees		—			12,644			7,110			8,837			—			28,591
Unrealized
Carried Interest		74,904			573,705			—			137,942			—			786,551
Incentive Fees		—			12,538			48,841			93,817			—			155,196

Total Performance Fees		139,210			672,888			55,951			255,543			—			1,123,592

Investment Income (Loss)
Realized		14,905			27,203			2,069			13,018			755			57,950
Unrealized		31,399			74,532			9,934			(681	)		1,440			116,624

Total Investment Income		46,304			101,735			12,003			12,337			2,195			174,574
Interest and Dividend Revenue		8,947			9,410			1,421			6,850			5,112			31,740
Other		1,997			642			215			(1,703	)		(709	)		442

Total Revenues		509,378			1,230,435			322,092			540,103			236,020			2,838,028

Expenses
Compensation and Benefits
Compensation		168,746			216,921			91,618			130,224			175,708			783,217
Performance Fee Compensation
Realized
Carried Interest		2,172			27,300			—			8,388			—			37,860
Incentive Fees		—			6,443			2,095			5,746			—			14,284
Unrealized
Carried Interest		33,917			133,892			—			82,412			—			250,221
Incentive Fees		—			6,015			12,536			28,886			—			47,437

Total Compensation and Benefits		204,835			390,571			106,249			255,656			175,708			1,133,019
Other Operating Expenses		90,346			86,768			41,318			66,372			65,211			350,015

Total Expenses		295,181			477,339			147,567			322,028			240,919			1,483,034

Economic Income (Loss)	$	214,197		$	753,096		$	174,525		$	218,075		$	(4,899	)	$	1,354,994

Segment Assets as of September 30, 2012	$	4,257,647		$	5,175,273		$	931,656		$	1,973,765		$	675,710		$	13,014,051

THE BLACKSTONE GROUP L.P.

Notes to Condensed Consolidated Financial Statements—Continued

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


	Nine Months Ended September 30, 2011
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Financial Advisory		Total Segments
Segment Revenues
Management and Advisory Fees, Net
Base Management Fees	$	247,766		$	290,831		$	234,257		$	171,578		$	—	$	944,432
Advisory Fees		—			—			—			—			258,673		258,673
Transaction and Other Fees, Net		109,125			90,382			2,328			1,568			314		203,717
Management Fee Offsets		(22,016	)		(2,130	)		(578	)		(190	)		—		(24,914	)

Total Management and Advisory Fees		334,875			379,083			236,007			172,956			258,987		1,381,908

Performance Fees
Realized
Carried Interest		65,785			19,306			—			41,429			—		126,520
Incentive Fees		—			9,427			7,324			20,441			—		37,192
Unrealized
Carried Interest		(50,287	)		675,534			—			35,109			—		660,356
Incentive Fees		—			1,852			2,833			(12,177	)		—		(7,492	)

Total Performance Fees		15,498			706,119			10,157			84,802			—		816,576

Investment Income (Loss)
Realized		41,476			21,626			15,219			7,278			279		85,878
Unrealized		(15,615	)		72,678			(15,778	)		2,169			207		43,661

Total Investment Income (Loss)		25,861			94,304			(559	)		9,447			486		129,539
Interest and Dividend Revenue		10,098			9,472			1,488			2,759			5,024		28,841
Other		1,617			(15	)		84			(81	)		115		1,720

Total Revenues		387,949			1,188,963			247,177			269,883			264,612		2,358,584

Expenses
Compensation and Benefits
Compensation		171,945			183,264			90,434			103,153			186,335		735,131
Performance Fee Compensation
Realized
Carried Interest		5,324			8,390			—			16,695			—		30,409
Incentive Fees		—			4,473			2,810			15,105			—		22,388
Unrealized
Carried Interest		(10,182	)		163,274			—			22,453			—		175,545
Incentive Fees		—			3,738			1,099			(11,195	)		—		(6,358	)

Total Compensation and Benefits		167,087			363,139			94,343			146,211			186,335		957,115
Other Operating Expenses		86,425			74,832			43,504			36,793			57,716		299,270

Total Expenses		253,512			437,971			137,847			183,004			244,051		1,256,385

Economic Income	$	134,437		$	750,992		$	109,330		$	86,879		$	20,561	$	1,102,199

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)

The following table reconciles the Total Segments to Blackstone’s Income (Loss) Before Provision (Benefit) for Taxes and Total Assets as of and for the nine months ended September 30, 2012 and 2011:


	September 30, 2012 and the Nine Months Then Ended							Nine Months Ended September 30, 2011
	Total Segments		Consolidation Adjustments and Reconciling Items			Blackstone Consolidated		Total Segments		Consolidation Adjustments and Reconciling Items			Blackstone Consolidated
Revenues	$	2,838,028	$	(35,700	)(a)	$	2,802,328	$	2,358,584	$	(21,113	)(a)	$	2,337,471
Expenses	$	1,483,034	$	891,968	(b)	$	2,375,002	$	1,256,385	$	1,260,244	(b)	$	2,516,629
Other Income	$	—	$	400,412	(c)	$	400,412	$	—	$	(449,244	)(c)	$	(449,244	)
Economic Income	$	1,354,994	$	(527,256	)(d)	$	827,738	$	1,102,199	$	(1,730,601	)(d)	$	(628,402	)
Total Assets	$	13,014,051	$	14,786,388	(e)	$	27,800,439

(a)	The Revenues adjustment principally represents management and performance fees earned from Blackstone Funds which were eliminated in consolidation to arrive at Blackstone consolidated revenues.

(b)	The Expenses adjustment represents the addition of expenses of the consolidated Blackstone Funds to the Blackstone unconsolidated expenses, amortization of intangibles and expenses related to transaction-related equity-based compensation to arrive at Blackstone consolidated expenses.

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


	Nine Months Ended September 30,
	2012			2011
Fund Management Fees and Performance Fees Eliminated in Consolidation	$	32,217		$	15,355
Fund Expenses Added in Consolidation		31,040			22,459
Non-Controlling Interests in Income (Loss) of Consolidated Entities		358,417			(473,733	)
Transactional Other Income		(21,262	)		(13,325	)

Total Consolidation Adjustments and Reconciling Items	$	400,412		$	(449,244	)

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


	Nine Months Ended September 30,
	2012			2011
Economic Income	$	1,354,994		$	1,102,199

Adjustments
Amortization of Intangibles		(123,661	)		(134,744	)
IPO and Acquisition-Related Charges		(762,012	)		(1,122,124	)
Non-Controlling Interests in Income (Loss) of Consolidated Entities		358,417			(473,733	)

Total Consolidation Adjustments and Reconciling Items		(527,256	)		(1,730,601	)

Income (Loss) Before Provision (Benefit) for Taxes	$	827,738		$	(628,402	)

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

18.

SUBSEQUENT EVENTS

There have been no events since September 30, 2012 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)


	September 30, 2012
	Consolidated Operating Partnerships †		Consolidated Blackstone Funds (a)		Reclasses and Eliminations			Consolidated
Assets
Cash and Cash Equivalents	$	833,515	$	—	$	—		$	833,515
Cash Held by Blackstone Funds and Other		51,782		750,633		—			802,415
Investments		6,905,811		14,300,725		(439,836	)		20,766,700
Accounts Receivable		387,517		111,026		—			498,543
Reverse Repurchase Agreements		105,581		—		—			105,581
Due from Affiliates		859,323		45,886		(28,078	)		877,131
Intangible Assets, Net		622,280		—		—			622,280
Goodwill		1,703,602		—		—			1,703,602
Other Assets		329,386		46,032		—			375,418
Deferred Tax Assets		1,215,254		—		—			1,215,254

Total Assets	$	13,014,051	$	15,254,302	$	(467,914	)	$	27,800,439

Liabilities and Partners’ Capital
Loans Payable	$	1,678,965	$	11,196,721	$	—		$	12,875,686
Due to Affiliates		1,478,761		362,644		(53,749	)		1,787,656
Accrued Compensation and Benefits		1,295,598		—		—			1,295,598
Securities Sold, Not Yet Purchased		105,164		—		—			105,164
Repurchase Agreements		69,452		—		—			69,452
Accounts Payable, Accrued Expenses and Other Liabilities		388,923		436,230		—			825,153

Total Liabilities		5,016,863		11,995,595		(53,749	)		16,958,709

Redeemable Non-Controlling Interests in Consolidated Entities		—		1,450,970		—			1,450,970

Partners’ Capital
Partners’ Capital		4,628,105		415,940		(415,940	)		4,628,105
Appropriated Partners’ Capital		—		737,079		—			737,079
Accumulated Other Comprehensive Income		637		766		—			1,403
Non-Controlling Interests in Consolidated Entities		666,237		653,952		1,775			1,321,964
Non-Controlling Interests in Blackstone Holdings		2,702,209		—		—			2,702,209

Total Partners’ Capital		7,997,188		1,807,737		(414,165	)		9,390,760

Total Liabilities and Partners’ Capital	$	13,014,051	$	15,254,302	$	(467,914	)	$	27,800,439

continued…

†

Included within the assets and liabilities of the Consolidated Operating Partnerships is $2.0 billion representing net accrued performance fees due from the Blackstone Funds. Additional detail on this amount is presented in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Consolidated Results of Operations — Net Accrued Performance Fees ” of this filing.

THE BLACKSTONE GROUP L.P.

Unaudited Consolidating Statements of Financial Condition—(Continued)

(Dollars in Thousands)


	December 31, 2011
	Consolidated Operating Partnerships		Consolidated Blackstone Funds (a)		Reclasses and Eliminations			Consolidated
Assets
Cash and Cash Equivalents	$	754,744	$	—	$	—		$	754,744
Cash Held by Blackstone Funds and Other		46,282		678,480		—			724,762
Investments		5,289,125		10,282,084		(442,910	)		15,128,299
Accounts Receivable		347,241		58,899		—			406,140
Reverse Repurchase Agreements		139,485		—		—			139,485
Due from Affiliates		784,095		107,042		(30,623	)		860,514
Intangible Assets, Net		595,488		—		—			595,488
Goodwill		1,703,602		—		—			1,703,602
Other Assets		325,269		12,127		—			337,396
Deferred Tax Assets		1,258,699		—		—			1,258,699

Total Assets	$	11,244,030	$	11,138,632	$	(473,533	)	$	21,909,129

Liabilities and Partners’ Capital
Loans Payable	$	1,066,432	$	7,801,136	$	—		$	8,867,568
Due to Affiliates		1,425,558		437,520		(51,610	)		1,811,468
Accrued Compensation and Benefits		903,260		—		—			903,260
Securities Sold, Not Yet Purchased		143,825		—		—			143,825
Repurchase Agreements		101,849		—		—			101,849
Accounts Payable, Accrued Expenses and Other Liabilities		414,080		414,866		(73	)		828,873

Total Liabilities		4,055,004		8,653,522		(51,683	)		12,656,843

Redeemable Non-Controlling Interests in Consolidated Entities		—		1,091,833		—			1,091,833

Partners’ Capital
Partners’ Capital		4,281,841		421,898		(421,898	)		4,281,841
Appropriated Partners’ Capital		—		386,864		—			386,864
Accumulated Other Comprehensive Income		1,272		686		—			1,958
Non-Controlling Interests in Consolidated Entities		445,393		583,829		48			1,029,270
Non-Controlling Interests in Blackstone Holdings		2,460,520		—		—			2,460,520

Total Partners’ Capital		7,189,026		1,393,277		(421,850	)		8,160,453

Total Liabilities and Partners’ Capital	$	11,244,030	$	11,138,632	$	(473,533	)	$	21,909,129

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

Blackstone Distressed Securities Fund L.P.

Blackstone Market Opportunities Fund L.P.

Blackstone Strategic Alliance Fund L.P.

Blackstone Strategic Alliance Fund II L.P.

Blackstone Strategic Equity Fund L.P.

Blackstone Value Recovery Fund L.P.

Blackstone/GSO Secured Trust Ltd

BTD CP Holdings, LP

GSO Legacy Associates II LLC

GSO Legacy Associates LLC

Shanghai Blackstone Equity Investment Partnership L.P.

Private equity side-by-side investment vehicles

Real estate side-by-side investment vehicles

Mezzanine side-by-side investment vehicles

Collateralized loan obligation vehicles

ITEM 2.

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

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

Our Business

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

Our business is organized into five business segments:

•

Private Equity. We are a world leader in private equity investing, having managed six general private equity funds, as well as two sector focused funds and a regionally focused fund, since we established this business in 1987. We refer to these funds collectively as our Blackstone Capital Partners (“BCP”) funds. We also manage certain multi-asset class investment funds which we collectively refer to as our Blackstone Tactical Opportunities Accounts (“Tactical Opportunities”). Through our private equity funds we pursue transactions throughout the world, including leveraged buyout acquisitions of seasoned companies, transactions involving growth equity or start-up businesses in established industries, minority investments, corporate partnerships, distressed debt, structured securities and industry consolidations, in all cases in strictly friendly transactions.

•

Real Estate. We are a world leader in real estate investing since launching our first real estate fund in 1994. We have managed or continue to manage seven global opportunistic real estate funds, three European focused opportunistic real estate funds, a number of real estate debt investment funds and a Bank of America Merrill Lynch Asia real estate platform. Our real estate opportunity funds are diversified geographically and have made significant investments in lodging, major urban office buildings, shopping centers and a variety of real estate operating companies. Our debt investment funds target high yield real estate debt related investment opportunities in the public and private markets, primarily in the United States and Europe. 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 “BREDS” funds.

•

Hedge Fund Solutions. Blackstone’s Hedge Fund Solutions segment is comprised principally of Blackstone Alternative Asset Management (“BAAM”). BAAM was organized in 1990 and has developed into a leading institutional solutions provider utilizing hedge funds across a wide variety of strategies. BAAM is the world’s largest discretionary allocator to hedge funds.

•

Credit. Our Credit segment is comprised principally of GSO Capital Partners LP (“GSO”). GSO manages a variety of credit-oriented funds including senior credit-oriented funds, distressed debt funds, mezzanine funds, general credit-oriented funds and collateralized loan obligation (“CLO”) vehicles. GSO is a world leader in credit-oriented products. Prior to September 30, 2012, this segment had been called Credit Businesses.

•

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

We generate revenue from fees earned pursuant to contractual arrangements with funds, fund investors and fund portfolio companies (including management, transaction and monitoring fees), and from financial advisory services, restructuring and reorganization advisory services and fund placement services for alternative investment funds. We invest in the funds we manage and, in most cases, receive a preferred allocation of income

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

Business Environment

In the third quarter, pricing for risk assets broadly rallied, largely driven by increased liquidity from central banks around the world. Equity indices rose in most regions, with the MSCI World Index gaining 6.1% and the S&P 500 Index up 5.8%, bringing year-to-date gains to 10.9% and 14.6%, respectively. Fixed income prices rose as well, and high yield credit spreads contracted 70 basis points in the quarter. Capital markets activity generally increased, with sharply higher equity and debt issuance, although M&A activity remained subdued.

In the U.S., the macroeconomic outlook remains uncertain, and investors remain cautious. While there has been some increased confidence regarding the European sovereign debt situation, investors remain concerned about the upcoming fiscal cliff in the U.S. as well as slowing growth in emerging markets. In addition, unemployment remains persistently high in the U.S. despite record low interest rate levels.

Financing conditions for U.S. leveraged buyouts remain highly attractive, with record levels of new issuance in U.S. high yield and leveraged loans, although the market remains constrained in Europe. New issuance is a mix of funding for new LBOs, dividend recaps and repricings. Some of this new issuance is the repricing of loans issued in May-June 2012, where borrowers are paying to lock in even more attractive terms than what was negotiated just a few months ago.

During the quarter, commercial real estate performance metrics remained healthy. The office sector continues to see modestly improving leasing velocity, led primarily by demand from technology and energy tenants. National vacancy levels have declined 20 basis points to 15.5%. The retail sector continues to benefit from favorable trends in tenant sales, combined with severely constrained new supply (particularly for regional malls). Overall vacancy for the retail sector fell to 12.9% during the third quarter. The industrial sector has experienced more than two years of consecutive quarterly positive net absorption and availability currently stands at 13.1%. Trends within the U.S. hotel market continue to improve with RevPAR (“Revenue per Available Room”) growing 5.1% during the third quarter of 2012.

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

Key Financial Measures and Indicators

Our key financial measures and indicators are discussed below.

Revenues

Revenues primarily consist of management and advisory fees, performance fees, investment income, interest and dividend revenue and other. Please refer to “Part I. Item 1. Business — Incentive Arrangements / Fee Structure” and “Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Revenue Recognition” in our 2011 Annual Report on Form 10-K for additional information regarding the manner in which Base Management Fees and Performance Fees are generated.

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

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

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

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

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

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

Performance Fees — Performance Fees earned on the performance of Blackstone’s hedge fund structures (“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. Incentive fees arising on Blackstone’s onshore hedge funds are allocated to the general partner. 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.

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. Incentive fees earned on hedge fund structures are realized at the end of each fund’s measurement period.

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

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

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

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

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.

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

Compensation and Benefits — Performance Fee — Performance Fee Compensation and Benefits consists of Carried Interest and 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.

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

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

Non-Controlling Interests in Consolidated Entities

Non-Controlling Interests in Consolidated Entities represent the component of Partners’ Capital in consolidated Blackstone Funds and side-by-side entities 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-oriented 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. Non-controlling interests related to funds of hedge funds and certain other credit-oriented funds are subject to annual, semi-annual or quarterly redemption by investors in these funds following the expiration of a specified period of time (typically between one and three years), or may be withdrawn subject to a redemption fee in the funds of hedge funds and certain credit-oriented funds during the period when capital may not be withdrawn. As limited partners in these types of funds have been granted redemption rights, amounts relating to third party interests in such consolidated funds are presented as Redeemable Non-Controlling Interests in Consolidated Entities within the 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 the Founder, other senior managing directors and Blackstone employees.

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 Holdings Partnership units held by the Founder, other senior managing directors and Blackstone employees.

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 Position.

Blackstone analyzes its tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Partnership determines that uncertainties in tax positions exist, a reserve is established. Blackstone recognizes accrued interest and penalties related to uncertain tax positions in General, Administrative, and Other expenses within the 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. On May 28, 2010, the U.S. House of Representatives passed legislation, or “May 2010 House bill”, 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. In June 2010, the U.S. Senate considered but did not pass legislation that was generally similar to the legislation passed by the U.S. House of Representatives. More recently, Representative Levin and Senator Harkin (and other representatives) separately introduced similar legislation, or “2012 bills”, that would tax Carried Interest at ordinary income tax rates (which would be higher than the proposed blended rate under the May 2010 House bill). 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.

Each of the May 2010 House bill and the 2012 bills also 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.

On September 12, 2011, the Obama administration submitted similar legislation to Congress in the American Jobs Act 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 proposed legislation 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. This proposed legislation follows several prior statements by the Obama administration in support of changing the taxation of Carried Interest. In its published revenue proposal for 2013, the Obama administration proposed that the current law regarding the treatment of Carried Interest be changed to subject such income to ordinary income tax. The Obama administration proposed similar changes in its published revenue proposals for 2010, 2011 and 2012.

States and other jurisdictions have also considered legislation to increase taxes with respect to Carried Interest. For example, in 2010, the New York State Assembly passed a bill, 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. This legislation would have been retroactive to January 1, 2010. It is unclear whether or when similar legislation will be enacted. Finally, several state and local jurisdictions are evaluating 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 10%. If a variation of the above described legislation or any other change in the tax laws, rules, regulations or interpretations preclude us from qualifying for treatment as a partnership for U.S. federal income tax purposes under the publicly traded partnership rules or force us to hold interests in entities earning income from Carried Interest through taxable subsidiary corporations, this could materially increase our tax liability, and could well result in a reduction in the market price of our common units.

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

On February 22, 2012, the Obama administration announced its “framework” of key elements to change the U.S. federal income tax rules for businesses. Few specifics were included, and it is unclear what any actual legislation would provide, when it would be proposed or what its prospects for enactment would be. Several parts of the framework, if enacted, could adversely affect us. First, the framework would reduce the deductibility of interest for corporations in some manner not specified. A reduction in interest deductions could increase our tax rate and thereby reduce cash available for distribution to investors or for other uses by us. Such a reduction could also increase the effective cost of financing by companies in which we invest, which could reduce the value of our Carried Interest in respect of such companies. The framework would also reduce the top marginal tax rate on corporations from 35% to 28%. Such a change could increase the effective cost of financing such investments, which could again reduce the value of our Carried Interest. The framework suggests some entities currently treated as partnerships for tax purposes should be subject to an entity-level income tax similar to the corporate income tax. If such a proposal caused us to be subject to additional entity-level taxes, it could reduce cash available for distribution to investors or for other uses by us. Finally, the framework reiterates the President’s support for treatment of Carried Interest as ordinary income, as provided in the President’s revenue proposal for 2013 described above. Because the framework did not include specifics, its effect on us is unclear.

Economic Income

arise from Blackstone’s initial public offering (“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 we manage. Prior to June 30, 2012, EI had been called Economic Net Income. The renaming of this measure did not change any of the previously reported amounts. Economic Net Income (“ENI”) now represents EI adjusted to include current period taxes. Taxes represent the current tax provision (benefit) calculated on Income (Loss) Before Provision for Taxes.

Distributable Earnings

Distributable Earnings, which is derived from our segment reported results, is a supplemental measure to assess performance and amounts available for distributions to Blackstone unitholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings partnerships. Distributable Earnings, which is a non-GAAP measure, is intended to show the amount of net realized earnings without the effects of the consolidation of the Blackstone Funds. Distributable Earnings is derived from 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 — Liquidity and Capital Resources” 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, (b) Realized Performance Fee Compensation, (c) Other Operating Expenses and (d) Taxes and Payables Under the Tax Receivable Agreement. It is Blackstone’s current intention that on an annual basis it will distribute to unitholders all of its Distributable Earnings, less realized investment gains and returns of capital from investments and acquisitions, in excess of amounts determined by its general partner to be necessary or appropriate to provide for the conduct of its business, to make appropriate investments in its business and funds, to comply with applicable law, any of its debt instruments or other agreements, or to provide for future distributions to its unitholders for any ensuing quarter.

Fee Related Earnings

Blackstone uses Fee Related Earnings (“FRE”) as a measure to highlight earnings from operations excluding: (a) the income related to performance fees and related performance fee compensation costs, (b) income earned from Blackstone’s investments in the Blackstone Funds, and (c) realized and unrealized gains (losses) from other investments except for such gains (losses) from Blackstone’s Treasury cash management strategies. Management uses 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, investment income from Blackstone’s Treasury cash management strategies and interest income, less (a) compensation expenses (which includes amortization of non-IPO and non-acquisition-related equity-based awards, but excludes amortization of IPO and acquisition-related equity-based awards, Carried Interest and incentive fee compensation) and (b) other operating expenses. See “— Liquidity and Capital Resources — Liquidity and Capital Resources” below for our discussion of Fee Related Earnings.

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, closed-end mutual funds and registered investment companies,

(c)

the fair value of assets we manage pursuant to separately managed accounts, and

(d)

the amount of capital raised for our CLOs.

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

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

(a)

(b)

for our credit-oriented 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, certain credit-oriented closed-end registered investment companies, and our closed-end mutual funds,

(e)

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

(f)

the gross amount of underlying assets of our CLOs at cost, and

(g)

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

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

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

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

Consolidated Results of Operations

Following is a discussion of our consolidated results of operations for the three and nine months ended September 30, 2012 and 2011. For a more detailed discussion of the factors that affected the results of our five business segments (which are presented on a basis that deconsolidates the investment funds we manage) in these periods, see “— Segment Analysis” below.

The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the three and nine months ended September 30, 2012 and 2011:


	Three Months Ended September 30,						2012 vs. 2011						Nine Months Ended September 30,					2012 vs. 2011
	2012			2011			$			%			2012		2011			$			%
	(Dollars in Thousands)
Revenues
Management and Advisory Fees, Net	$	469,109		$	425,193		$	43,916			10	%	$	1,428,833	$	1,335,971		$	92,862			7	%

Performance Fees
Realized
Carried Interest		83,765			(9,633	)		93,398			N/M			153,254		126,520			26,734			21	%
Incentive Fees		11,588			16,238			(4,650	)		-29	%		28,497		38,051			(9,554	)		-25	%
Unrealized
Carried Interest		403,465			(382,949	)		786,414			N/M			786,551		660,356			126,195			19	%
Incentive Fees		104,312			(79,953	)		184,265			N/M			155,011		(369	)		155,380			N/M

Total Performance Fees		603,130			(456,297	)		1,059,427			N/M			1,123,313		824,558			298,755			36	%

Investment Income (Loss)
Realized		18,559			45,596			(27,037	)		-59	%		40,652		77,682			(37,030	)		-48	%
Unrealized		119,599			(145,990	)		265,589			N/M			181,906		70,116			111,790			159	%

Total Investment Income (Loss)		138,158			(100,394	)		238,552			N/M			222,558		147,798			74,760			51	%

Interest and Dividend Revenue		10,278			9,085			1,193			13	%		27,181		27,423			(242	)		-1	%
Other		2,415			(1,666	)		4,081			N/M			443		1,721			(1,278	)		-74	%

Total Revenues		1,223,090			(124,079	)		1,347,169			N/M			2,802,328		2,337,471			464,857			20	%

Expenses
Compensation and Benefits
Compensation		503,295			494,478			8,817			2	%		1,531,917		1,853,393			(321,476	)		-17	%
Performance Fee Compensation
Realized
Carried Interest		22,023			(1,836	)		23,859			N/M			37,860		30,409			7,451			25	%
Incentive Fees		4,457			12,378			(7,921	)		-64	%		14,284		22,388			(8,104	)		-36	%
Unrealized
Carried Interest		128,863			(74,123	)		202,986			N/M			250,221		175,546			74,675			43	%
Incentive Fees		44,254			(37,312	)		81,566			N/M			47,437		(6,358	)		53,795			N/M

Total Compensation and Benefits		702,892			393,585			309,307			79	%		1,881,719		2,075,378			(193,659	)		-9	%
General, Administrative and Other		139,172			124,929			14,243			11	%		417,675		380,433			37,242			10	%
Interest Expense		19,074			13,785			5,289			38	%		47,365		41,773			5,592			13	%
Fund Expenses		(9,747	)		8,635			(18,382	)		N/M			28,243		19,045			9,198			48	%

Total Expenses		851,391			540,934			310,457			57	%		2,375,002		2,516,629			(141,627	)		-6	%

Other Income (Loss)
Net Gains (Losses) from Fund Investment Activities		(135,960	)		(329,399	)		193,439			59	%		400,412		(449,244	)		849,656			N/M

Income (Loss) Before Provision (Benefit) for Taxes		235,739			(994,412	)		1,230,151			N/M			827,738		(628,402	)		1,456,140			N/M
Provision (Benefit) for Taxes		39,237			(7,637	)		46,874			N/M			119,327		95,412			23,915			25	%

Net Income (Loss)		196,502			(986,775	)		1,183,277			N/M			708,411		(723,814	)		1,432,225			N/M
Net Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities		41,854			(47,922	)		89,776			N/M			78,447		(24,980	)		103,427			N/M
Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities		(157,607	)		(262,207	)		104,600			40	%		279,970		(448,753	)		728,723			N/M
Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings		183,431			(402,079	)		585,510			N/M			237,809		(104,455	)		342,264			N/M

Net Income (Loss) Attributable to The Blackstone Group L.P.	$	128,824		$	(274,567	)	$	403,391			N/M		$	112,185	$	(145,626	)	$	257,811			N/M

N/M	Not meaningful.

Revenues

Total Revenues were $1.2 billion for the three months ended September 30, 2012, an increase of $1.3 billion compared to Total Revenues for the three months ended September 30, 2011 of $(124.1) million. This increase in revenues was primarily driven by an increase of $1.1 billion in Performance Fees and an increase of $238.6 million in Investment Income (Loss). These increases were largely driven by stronger appreciation of investments during the third quarter.

Total Revenues were $2.8 billion for the nine months ended September 30, 2012, an increase of $464.9 million compared to Total Revenues for the nine months ended September 30, 2011 of $2.3 billion. The increase in revenues was primarily attributable to an increase of $298.8 million in Performance Fees, a $92.9 million increase in Management and Advisory Fees and a $74.8 million increase in Investment Income (Loss). These increases were largely driven by stronger appreciation of investments during the current year period compared to the prior year period.

Expenses

Expenses were $851.4 million for the three months ended September 30, 2012, an increase of $310.5 million, or 57%, compared to $540.9 million for the three months ended September 30, 2011. The increase was primarily attributable to an increase of $300.5 million of Performance Fee Compensation due to the increases in Performance Fee revenue mentioned above. General, Administrative and Other expenses were $139.2 million for the current quarter, an increase of $14.2 million, driven primarily by the levels of business activity and headcount.

Expenses were $2.4 billion for the nine months ended September 30, 2012, a decrease of $141.6 million, or 6%, compared to $2.5 billion for the nine months ended September 30, 2011. The decrease was primarily attributable to a decrease of $193.7 million in Compensation and Benefits across the segments. Compensation decreased $321.5 million from the prior year period to $1.5 billion principally due to the absence of equity-based compensation expense resulting from the vesting of certain IPO awards in 2011. General, Administrative and Other expenses were $417.7 million for the current year period, an increase of $37.2 million driven by the same factors as for the quarterly period noted above.

Other Income

Other Income (Loss) is comprised of Net Gains (Losses) from Fund Investment Activities. Net Gains (Losses) from Fund Investment Activities is attributable to the consolidated Blackstone Funds which 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.

Other Income (Loss) was $(136.0) million for the three months ended September 30, 2012, an increase of $193.4 million compared to $(329.4) million for the three months ended September 30, 2011. The change was principally driven by increases in unrealized gains relating to the consolidated CLO vehicles and greater demand in the market from the third quarter of 2011 for the underlying investments held by the consolidated CLO vehicles.

Other Income (Loss) was $400.4 million for the nine months ended September 30, 2012, an increase of $849.7 million compared to $(449.2) million for the nine months ended September 30, 2011. The change was principally driven by the same factors discussed above for the three month period.

Provision for Taxes

Blackstone’s Provision (Benefit) for Taxes for the three months ended September 30, 2012 and 2011 was $39.2 million and $(7.6) million, respectively. This resulted in an effective tax rate of 16.6% and 0.8%, respectively, based on our Income (Loss) Before Provision (Benefit) for Taxes of $235.7 million and $(994.4) million, respectively. The 15.8% increase in the effective tax rate resulted mainly due to the impact of the portion of equity-based compensation that is not deductible for tax purposes and the amount of income or (loss) not subject to tax that is passed through to common unit holders and non-controlling interests.

Blackstone’s Provision for Taxes for the nine months ended September 30, 2012 and 2011 was $119.3 million and $95.4 million, respectively. This resulted in an effective tax rate of 14.4% and -15.2%, respectively, based on our Income (Loss) Before Provision for Taxes of $827.7 million and $(628.4) million, respectively.

Two principal factors contributed to the 29.6% increase in the effective tax rate for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011. First, the GAAP equity-based compensation expense exceeds the tax deductible equity-based compensation expense. The tax expense attributable to equity-based compensation was $60.6 million for the nine months ended September 30, 2012 compared to $75.5 million for the nine months ended September 30, 2011. This decrease increased our effective tax rate by 19.3% for the nine months ended September 30, 2012 compared to the corresponding prior year period. Second, the tax expense on the amount of income (loss) not subject to tax that is passed through to common unit holders and non-controlling interests increased from a loss of $247.4 million for the nine months ended September 30, 2011 to income of $219.4 million for the nine months ended September 30, 2012. The increase in income (loss) not subject to tax that is passed through to common unit holders and non-controlling interests increased our effective tax rate by 12.9%.

Non-Controlling Interests in Consolidated Entities

The Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Entities and Net Income (Loss) 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 (Losses) from Fund Investment Activities from the Net Income Attributable to The Blackstone Group L.P.

Net income (Loss) Attributed to Non-Controlling Interests in Blackstone Holdings is derived from the Income (Loss) before Provision (Benefits) for Taxes, excluding the Net Gains (Losses) from Fund Investment Activities 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 quarter ended September 30, 2012, the Net Income Attributed to the Non-Controlling Interests in Blackstone Holdings was primarily driven by the increase in revenues resulting from the variance in Performance Fees.

Operating Metrics

The following tables present certain operating metrics for the three and nine months ended September 30, 2012 and 2011. 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”:


	Three Months Ended
	September 30, 2012															September 30, 2011
	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	$	37,159,452		$	38,476,123		$	40,161,179		$	41,849,767		$	157,646,521		$	35,778,240		$	27,919,000		$	37,244,509		$	28,059,457		$	129,001,206
Inflows, including Commitments (a)		1,397,242			2,394,593			1,929,379			4,372,127			10,093,341			1,449,593			4,262,469			2,787,777			2,341,829			10,841,668
Outflows, including Distributions (b)		—			(46,506	)		(221,349	)		(374,734	)		(642,589	)		(16,488	)		(1,737,631	)		(375,235	)		(297,022	)		(2,426,376	)
Realizations (c)		(62,458	)		(379,663	)		—			(717,535	)		(1,159,656	)		(160,412	)		(269,164	)		—			(783,291	)		(1,212,867	)

Net Inflows (Outflows)		1,334,784			1,968,424			1,708,030			3,279,858			8,291,096			1,272,693			2,255,674			2,412,542			1,261,516			7,202,425
Market Appreciation (Depreciation) (d)		11,261			164,739			1,732,332			784,133			2,692,465			(44,909	)		(192,754	)		(2,426,038	)		(605,553	)		(3,269,254	)

Balance, End of Period (e)	$	38,505,497		$	40,609,286		$	43,601,541		$	45,913,758		$	168,630,082		$	37,006,024		$	29,981,920		$	37,231,013		$	28,715,420		$	132,934,377

Increase (Decrease)	$	1,346,045		$	2,133,163		$	3,440,362		$	4,063,991		$	10,983,561		$	1,227,784		$	2,062,920		$	(13,496	)	$	655,963		$	3,933,171
Increase (Decrease)		4	%		6	%		9	%		10	%		7	%		3	%		7	%		-0	%		2	%		3	%


	Nine Months Ended
	September 30, 2012															September 30, 2011
	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	$	37,237,791		$	31,236,540		$	37,819,636		$	30,462,786		$	136,756,753		$	24,188,555		$	26,814,714		$	33,159,795		$	25,337,158		$	109,500,222
Inflows, including Commitments (a)		2,195,722			10,786,538			4,594,192			17,850,096			35,426,548			15,738,904			6,027,950			7,441,780			6,844,330			36,052,964
Outflows, including Distributions (b)		—			(113,988	)		(1,347,517	)		(872,010	)		(2,333,515	)		(2,190,087	)		(1,937,593	)		(1,348,664	)		(941,985	)		(6,418,329	)
Realizations (c)		(938,933	)		(1,437,304	)		—			(2,282,238	)		(4,658,475	)		(715,567	)		(1,147,355	)		—			(2,395,708	)		(4,258,630	)

Net Inflows (Outflows)		1,256,789			9,235,246			3,246,675			14,695,848			28,434,558			12,833,250			2,943,002			6,093,116			3,506,637			25,376,005
Market Appreciation (Depreciation) (d)		10,917			137,500			2,535,230			755,124			3,438,771			(15,781	)		224,204			(2,021,898	)		(128,375	)		(1,941,850	)

Balance, End of Period (e)	$	38,505,497		$	40,609,286		$	43,601,541		$	45,913,758		$	168,630,082		$	37,006,024		$	29,981,920		$	37,231,013		$	28,715,420		$	132,934,377

Increase	$	1,267,706		$	9,372,746		$	5,781,905		$	15,450,972		$	31,873,329		$	12,817,469		$	3,167,206		$	4,071,218		$	3,378,262		$	23,434,155
Increase		3	%		30	%		15	%		51	%		23	%		53	%		12	%		12	%		13	%		21	%


	Three Months Ended
	September 30, 2012															September 30, 2011
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total			Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
	(Dollars in Thousands)
Assets Under Management
Balance, Beginning of Period	$	46,633,552		$	50,225,950		$	42,888,946		$	50,519,383		$	190,267,831		$	46,728,301		$	37,605,560		$	40,578,219		$	33,791,093		$	158,703,173
Inflows, including Commitments (a)		1,653,995			2,312,991			1,766,927			4,103,430			9,837,343			1,316,046			4,163,960			2,711,747			1,803,439			9,995,192
Outflows, including Distributions (b)		(42,478	)		(136,707	)		(242,582	)		(388,485	)		(810,252	)		(10,702	)		(75,252	)		(410,253	)		(535,000	)		(1,031,207	)
Realizations (c)		(286,248	)		(676,071	)		—			(810,472	)		(1,772,791	)		(2,212,579	)		(863,316	)		—			(620,274	)		(3,696,169	)

Net Inflows		1,325,269			1,500,213			1,524,345			2,904,473			7,254,300			(907,235	)		3,225,392			2,301,494			648,165			5,267,816
Market Appreciation (Depreciation) (d)		2,263,491			1,819,860			1,805,327			1,140,763			7,029,441			(2,853,907	)		(121,452	)		(2,506,621	)		(790,561	)		(6,272,541	)

Balance, End of Period (e)	$	50,222,312		$	53,546,023		$	46,218,618		$	54,564,619		$	204,551,572		$	42,967,159		$	40,709,500		$	40,373,092		$	33,648,697		$	157,698,448

Increase (Decrease)	$	3,588,760		$	3,320,073		$	3,329,672		$	4,045,236		$	14,283,741		$	(3,761,142	)	$	3,103,940		$	(205,127	)	$	(142,396	)	$	(1,004,725	)
Increase (Decrease)		8	%		7	%		8	%		8	%		8	%		-8	%		8	%		-1	%		-0	%		-1	%


	Nine Months Ended
	September 30, 2012															September 30, 2011
	Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total			Private Equity			Real Estate			Hedge Fund Solutions			Credit			Total
	(Dollars in Thousands)
Assets Under Management
Balance, Beginning of Period	$	45,863,673		$	42,852,669		$	40,534,768		$	36,977,394		$	166,228,504		$	29,319,136		$	33,165,124		$	34,587,292		$	31,052,368		$	128,123,920
Inflows, including Commitments (a)		3,591,929			9,004,235			4,463,517			19,919,596			36,979,277			16,417,715			6,496,853			9,352,779			6,304,505			38,571,852
Outflows, including Distributions (b)		(45,214	)		(222,463	)		(1,442,993	)		(1,457,131	)		(3,167,801	)		(75,384	)		(324,739	)		(1,513,466	)		(1,087,043	)		(3,000,632	)
Realizations (c)		(1,503,656	)		(2,137,295	)		—			(2,403,963	)		(6,044,914	)		(4,036,642	)		(2,244,805	)		—			(2,718,933	)		(9,000,380	)

Net Inflows		2,043,059			6,644,477			3,020,524			16,058,502			27,766,562			12,305,689			3,927,309			7,839,313			2,498,529			26,570,840
Market Appreciation (Depreciation) (d)		2,315,580			4,048,877			2,663,326			1,528,723			10,556,506			1,342,334			3,617,067			(2,053,513	)		97,800			3,003,688

Balance, End of Period (e)	$	50,222,312		$	53,546,023		$	46,218,618		$	54,564,619		$	204,551,572		$	42,967,159		$	40,709,500		$	40,373,092		$	33,648,697		$	157,698,448

Increase	$	4,358,639		$	10,693,354		$	5,683,850		$	17,587,225		$	38,323,068		$	13,648,023		$	7,544,376		$	5,785,800		$	2,596,329		$	29,574,528
Increase		10	%		25	%		14	%		48	%		23	%		47	%		23	%		17	%		8	%		23	%

(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). Also included is the distribution of funds associated with the discontinuation of our proprietary single manager hedge funds.

(c)	Realizations represent realizations from the disposition of assets and capital returned to investors from CLOs.

(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 Assets Under Management as of September 30, 2012 included $295.4 million and $551.8 million, respectively, from a joint venture in which we are the minority interest holder.

Fee-Earning Assets Under Management

Fee-Earning Assets Under Management were $168.6 billion at September 30, 2012, an increase of $11.0 billion, or 7%, compared to $157.6 billion at June 30, 2012. Inflows of $10.1 billion were primarily related to (a) inflows of $1.4 billion in our Private Equity segment primarily due to additional capital raised for our energy focused fund, Blackstone Energy Partners (“BEP”), (b) inflows of $2.4 billion in our Real Estate segment primarily related to additional closings of commitments in BREP VII, (c) inflows of $1.9 billion in our Hedge Fund Solutions segment mainly related to growth in its commingled and customized investment products, and (d) inflows of $4.4 billion in our Credit segment principally from the launch of our third closed-end fund, the pricing of two new CLOs, deploying limited partner capital in our carry funds and inflows across our long only platform. Outflows of $642.6 million were primarily attributable to (a) outflows of $374.7 million in our Credit segment primarily from our long only platform and hedge funds, (b) outflows of $221.3 million in our Hedge Fund Solutions segment as a result of, in general, the liquidity needs of limited partners and (c) outflows of $46.5 million in our Real Estate segment due to redemptions from our debt investment funds. Realizations of $1.2 billion were driven by (a) realizations of $62.5 million in our Private Equity segment that were primarily a result of the dispositions of investments in funds which earn fees based on remaining invested capital, (b) realizations of $379.7 million in our Real Estate segment attributable to the sale of various investments across the real estate segment’s funds which earn fees on invested capital and (c) realizations of $717.5 million in our Credit segment primarily due to realizations in our mezzanine funds and capital returned to CLO investors from CLOs that are post their investment periods. Market appreciation of $2.7 billion was principally due to increases in the global markets during the third quarter of 2012.

BAAM had net inflows of $588.5 million from October 1 through November 1, 2012.

Fee-Earning Assets Under Management were $168.6 billion at September 30, 2012, an increase of $31.9 billion, or 23%, compared to $136.8 billion at December 31, 2011. Inflows of $35.4 billion were primarily related to (a) inflows of $2.2 billion in our Private Equity segment primarily due to additional capital raised for our energy focused fund, BEP, and investments made from BCP V, (b) inflows of $10.8 billion in our Real Estate segment primarily due to additional closings of commitments in BREP VII, (c) inflows of $4.6 billion in our Hedge Fund Solutions segment mainly from BAAM’s customized and commingled investment products, and (d) inflows of $17.9 billion in our Credit segment primarily from the launch of our third closed-end fund, the pricing of two new CLOs, deploying limited partner capital in our carry funds and inflows across our long only platform and the $9.4 billion acquisition of Harbourmaster on January 5, 2012. Outflows of $2.3 billion were primarily attributable to (a) outflows of $872.0 million in our Credit segment principally from our long only platform and hedge funds, (b) outflows of $1.3 billion in our Hedge Fund Solutions segment primarily due to liquidity needs of limited partners and (c) outflows of $114.0 million in our Real Estate segment primarily due to redemptions from our debt investment funds. Realizations of $4.7 billion were driven by (a) realizations of $1.4 billion in our Real Estate segment attributable to the sale of various investments across the Real Estate segment’s funds which earn fees on invested capital, (b) realizations of $938.9 million in our Private Equity segment primarily as a result of the dispositions of investments in funds which earn fees based on remaining

invested capital, and (c) realizations of $2.3 billion in our Credit segment principally due to capital returned to CLO investors from CLOs that are post their investment periods. Market appreciation of $3.4 billion was principally due to increases in the global markets during the first nine months of 2012.

Assets Under Management

Assets Under Management were $204.6 billion at September 30, 2012, an increase of $14.3 billion, or 8%, compared to $190.3 billion at June 30, 2012. Inflows of $9.8 billion were primarily related to (a) inflows of $1.7 billion in our Private Equity segment due to additional closings on our BEP fund, (b) inflows of $2.3 billion in our Real Estate segment primarily related to additional closings of commitments in BREP VII, (c) inflows of $1.8 billion in our Hedge Fund Solutions segment due to growth in its commingled and customized investment products, and (d) inflows of $4.1 billion in our Credit segment driven by inflows in our hedge funds and across our long only platform. Market appreciation of $7.0 billion, outflows of $810.3 million and realizations of $1.8 billion across the segments were due to the same reasons noted in Fee-Earning Assets Under Management above.

Assets Under Management were $204.6 billion at September 30, 2012, an increase of $38.3 billion, or 23%, compared to $166.2 billion at December 31, 2011. Inflows of $37.0 billion were primarily related to (a) inflows of $3.6 billion in our Private Equity segment driven by the closing on our multi asset class Blackstone Tactical Opportunities funds and additional closings on our BEP fund, (b) inflows of $9.0 billion in our Real Estate segment primarily due to additional closings of commitments in BREP VII, (c) inflows of $4.5 billion in our Hedge Fund Solutions segment due to growth in its commingled and customized investment products and (d) inflows of $19.9 billion in our Credit segment primarily due to inflows in our hedge funds, the closing of a mezzanine fund, inflows across our long only platform and the $9.6 billion acquisition of Harbourmaster on January 5, 2012. Outflows of $3.2 billion, realizations of $6.0 billion and market appreciation of $10.6 billion across the segments were due to the same reasons noted in Fee-Earning Assets Under Management above.

Limited Partner Capital Invested

The following table presents the limited partner capital deployed during the respective periods:


	Three Months Ended September 30,				2012 vs. 2011						Nine Months Ended September 30,				2012 vs. 2011
	2012		2011		$			%			2012		2011		$			%
	(Dollars in Thousands)
Capital Deployed
Limited Partner Capital Invested
Private Equity	$	1,015,605	$	1,377,715	$	(362,110	)		-26	%	$	1,761,548	$	2,698,338	$	(936,790	)		-35	%
Real Estate		1,342,811		1,706,157		(363,346	)		-21	%		4,341,474		5,145,773		(804,299	)		-16	%
Hedge Fund Solutions		196,180		354,971		(158,791	)		-45	%		200,841		601,022		(400,181	)		-67	%
Credit		530,845		1,314,318		(783,473	)		-60	%		1,904,634		1,621,498		283,136			17	%

Total	$	3,085,441	$	4,753,161	$	(1,667,720	)		-35	%	$	8,208,497	$	10,066,631	$	(1,858,134	)		-18	%

Limited Partner Capital Invested was $3.1 billion for the three months ended September 30, 2012, a decrease of $1.7 billion, or 35%, from $4.8 billion for the three months ended September 30, 2011. Limited Partner Capital Invested was $8.2 billion for the nine months ended September 30, 2012, a decrease of $1.9 billion, or 18%, compared to $10.1 billion for the nine months ended September 30, 2011. The change for the nine month period reflected decreases in our Private Equity segment of $936.8 million due to the timing of new investment activity, Real Estate segment of $804.3 million primarily due to the acquisition of the U.S. assets of Brixmor (formerly known as Centro) during the second quarter of 2011 and Hedge Fund Solutions segment of $400.2 million due to the relative investment opportunities for our funds that employ a capital commitment structure. This was partially offset by an increase of $283.1 million in our Credit segment due to limited partner capital invested in mezzanine and rescue lending funds.

Net Accrued Performance Fees

The following table presents the accrued performance fees, net of compensation, of the Blackstone Funds as of September 30, 2012 and 2011:


	September 30,
	2012		2011
	(Dollars in Millions)
Private Equity
BCP IV Carried Interest	$	551	$	459
BCP VI Carried Interest		8		—
BEP Carried Interest		30		—
Tactical Opportunities Carried Interest		2		—

Total Private Equity		591		459

Real Estate
BREP V Carried Interest		434		244
BREP VI Carried Interest		590		258
BREP VII Carried Interest		44		—
BREP Int’l I Carried Interest		3		7
BREP EU III Carried Interest		66		18
BREDS Carried Interest		19		11
BREDS Incentive Fees		5		1
Asia Platform Incentive Fees		28		21

Total Real Estate		1,189		560

Hedge Fund Solutions
Incentive Fees		42		5

Total Hedge Fund Solutions		42		5

Credit
Carried Interest		142		89
Incentive Fees		85		76

Total Credit		227		165

Total Blackstone
Carried Interest		1,889		1,086
Incentive Fees		160		103

Net Accrued Performance Fees	$	2,049	$	1,189

(a)

Net accrued performance fees are presented net of compensation and does not include clawback amounts, if any, which are disclosed in Note 16. “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.

(b)	Private Equity and Real Estate include Co-Investments.

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 draw down funds from inception through September 30, 2012:


					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		—			3,256,351		2.5x		3,256,351		2.5x		32	%		32	%
BCP III (Aug 1997 / Nov 2002)		3,973,378		167,776		22,507		0.6x		100	%		9,160,904		2.3x		9,183,411		2.3x		14	%		14	%
BCOM (Jun 2000 / Jun 2006)		2,137,330		202,433		439,754		0.6x		52	%		2,418,537		1.8x		2,858,291		1.3x		18	%		6	%
BCP IV (Nov 2002 / Dec 2005)		6,773,138		266,490		5,216,902		1.8x		60	%		14,496,044		3.2x		19,712,946		2.6x		59	%		37	%
BCP V (Dec 2005 / Jan 2011)		21,592,318		1,990,259		18,437,391		1.0x		17	%		3,502,372		1.7x		21,939,763		1.1x		31	%		1	%
BCP VI (Jan 2011 / Jan 2016) (d)		15,220,118		12,843,121		2,817,359		1.2x		28	%		3,330		1.5x		2,820,689		1.2x		N/M			8	%
BEP (Aug 2011 / Aug 2017) (d)		2,415,509		1,929,546		765,116		1.6x		43	%		—		N/A		765,116		1.6x		N/A			101	%

Total Core Private Equity		54,331,972		17,399,625		27,699,029		1.1x		28	%		34,579,276		2.5x		62,278,305		1.6x		23	%		14	%

Tactical Opportunities (d)		1,374,734		1,204,273		189,843		1.1x		—			8,948		1.7x		198,791		1.1x		N/M			N/M
Other Funds (d)		397,493		262,946		65,161		0.9x		—			—		N/A		65,161		0.9x		N/A			-18	%

Total Private Equity	$	56,104,199	$	18,866,844	$	27,954,033		1.1x		28	%	$	34,588,224		2.5x	$	62,542,257		1.6x		23	%		14	%

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)
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		—			2,524,866		2.1x		2,524,866		2.1x		19	%		19	%
BREP III (Apr 1999 / Apr 2003)		1,522,708		—		2,161		0.1x		—			3,323,362		2.4x		3,325,523		2.3x		22	%		21	%
BREP IV (Apr 2003 / Dec 2005)		2,198,694		—		1,335,973		0.9x		5	%		2,862,147		2.4x		4,198,120		1.5x		80	%		14	%
BREP V (Dec 2005 / Feb 2007)		5,538,579		243,769		7,216,141		1.6x		—			2,085,100		1.7x		9,301,241		1.6x		81	%		9	%
BREP VI (Feb 2007 / Aug 2011)		11,055,826		863,921		14,696,610		1.5x		6	%		1,237,507		1.9x		15,934,117		1.5x		31	%		9	%
BREP VII (Aug 2011 / Feb 2017)		13,300,149		10,452,873		3,499,225		1.2x		—			135,831		1.2x		3,635,056		1.2x		75	%		33	%

Total Global Real Estate Funds		35,335,717		11,560,563		26,750,110		1.4x		3	%		13,841,711		2.2x		40,591,821		1.6x		28	%		16	%

BREP Co-Investment (e)		2,944,738		—		3,936,619		1.5x		1	%		437,583		1.4x		4,374,202		1.5x		10	%		11	%

Euro
BREP Int’l (Jan 2001 / Sep 2005)	€	824,172	€	—	€	100,438		1.1x		—		€	1,230,290		2.2x	€	1,330,728		2.0x		26	%		23	%
BREP Int’l II (Sep 2005 / Jun 2008)		1,627,954		81,441		1,131,982		0.9x		—			177,238		1.5x		1,309,220		1.0x		14	%		-3	%
BREP Europe III (Jun 2008 / Dec 2013)		3,196,712		1,793,012		2,064,912		1.4x		—			15,712		2.8x		2,080,624		1.4x		49	%		20	%

Total Euro Funds	€	5,648,838	€	1,874,453	€	3,297,332		1.2x		—		€	1,423,240		2.1x	€	4,720,572		1.4x		25	%		8	%

Total Real Estate	$	45,403,329	$	14,006,034	$	34,996,439		1.4x		3	%	$	16,028,251		2.1x	$	51,024,690		1.5x		27	%		14	%

Debt Strategies Drawdown	$	2,822,818	$	738,815	$	2,406,779		1.2x		—		$	897,237		1.3x	$	3,304,016		1.2x		17	%		14	%

Credit
Mezzanine	$	6,120,000	$	3,025,830	$	4,256,967		1.3x		—		$	1,435,871		1.6x	$	5,692,838		1.4x		N/A			18	%
Rescue Lending		3,253,143		930,246		2,877,253		1.2x		—			1,084,354		1.1x		3,961,607		1.2x		N/A			14	%

Total Credit	$	9,373,143	$	3,956,076	$	7,134,220		1.3x		—		$	2,520,225		1.4x	$	9,654,445		1.3x		—			—

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)

Available Capital represents total investable capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital, less invested capital. This amount is not reduced by outstanding commitments to investments. Additionally, the Real Estate segment has $1.2 billion of Available Capital that has been reserved for add-on investments in funds that are fully invested.

(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 September 30, 2012 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, after management fees, expenses and Carried Interest.

(d)	Returns for BCP VI, BEP, Tactical Opportunities and Other Funds are not applicable or not meaningful as these funds have no or little realizations.

(e)	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.

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.

Private Equity

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


	Three Months Ended September 30,						2012 vs. 2011						Nine Months Ended September 30,						2012 vs. 2011
	2012			2011			$			%			2012			2011			$			%
	(Dollars in Thousands)
Segment Revenues
Management Fees, Net Base Management Fees	$	86,136		$	85,534		$	602			1	%	$	259,400		$	247,766		$	11,634			5	%
Transaction and Other Fees, Net		25,693			21,430			4,263			20	%		58,741			109,125			(50,384	)		-46	%
Management Fee Offsets		(767	)		(6,498	)		5,731			88	%		(5,221	)		(22,016	)		16,795			76	%

Total Management Fees, Net		111,062			100,466			10,596			11	%		312,920			334,875			(21,955	)		-7	%

Performance Fees
Realized
Carried Interest		31,592			(17,966	)		49,558			N/M			64,306			65,785			(1,479	)		-2	%
Unrealized
Carried Interest		128,746			(270,014	)		398,760			N/M			74,904			(50,287	)		125,191			N/M

Total Performance Fees		160,338			(287,980	)		448,318			N/M			139,210			15,498			123,712			N/M

Investment Income (Loss)
Realized		7,189			20,548			(13,359	)		-65	%		14,905			41,476			(26,571	)		-64	%
Unrealized		43,267			(121,688	)		164,955			N/M			31,399			(15,615	)		47,014			N/M

Total Investment Income (Loss)		50,456			(101,140	)		151,596			N/M			46,304			25,861			20,443			79	%
Interest and Dividend Revenue		3,413			3,396			17			1	%		8,947			10,098			(1,151	)		-11	%
Other		1,650			141			1,509			N/M			1,997			1,617			380			24	%

Total Revenues		326,919			(285,117	)		612,036			N/M			509,378			387,949			121,429			31	%

Expenses
Compensation and Benefits
Compensation		62,424			52,388			10,036			19	%		168,746			171,945			(3,199	)		-2	%
Performance Fee Compensation
Realized
Carried Interest		1,048			(2,443	)		3,491			N/M			2,172			5,324			(3,152	)		-59	%
Unrealized
Carried Interest		43,228			(44,955	)		88,183			N/M			33,917			(10,182	)		44,099			N/M

Total Compensation and Benefits		106,700			4,990			101,710			N/M			204,835			167,087			37,748			23	%
Other Operating Expenses		30,944			27,588			3,356			12	%		90,346			86,425			3,921			5	%

Total Expenses		137,644			32,578			105,066			N/M			295,181			253,512			41,669			16	%

Economic Income (Loss)	$	189,275		$	(317,695	)	$	506,970			N/M		$	214,197		$	134,437		$	79,760			59	%

N/M	Not meaningful.

Revenues

Revenues were $326.9 million for the three months ended September 30, 2012, an increase of $612.0 million compared to $(285.1) million for the three months ended September 30, 2011. The increase in revenues was attributed to increases in Performance Fees, Investment Income and Total Management Fees of $448.3 million, $151.6 million and $10.6 million, respectively.

Performance Fees, which are determined on a fund by fund basis, were $160.3 million for the three months ended September 30, 2012 compared to $(288.0) million for the three months ended September 30, 2011, principally due to positive net returns in our BEP, BCP VI and BCP IV funds. These returns were largely driven by publicly traded holdings and portfolio companies in the energy sector. Both of the BEP and BCP VI funds crossed their hurdle rates for the first time during the quarter. On a realized basis, Performance Fees were $49.6 million greater than the third quarter of 2011 as BCP IV was able to execute the sale of a portion of its holdings in Team Health Holdings, generating a 3.7 times gross multiple of invested capital.

Investment Income (Loss) was $50.5 million compared to $(101.1) million for the three months ended September 30, 2011. The 15.1% appreciation in our public holdings was driven by our new investments in Cheniere and Knight Capital as well as our holdings in Nielsen, Team Health, Vanguard and TRW. At September 30, 2012, the unrealized value and cumulative realized proceeds, before Carried Interest, fees and expenses, of our contributed private equity funds represented 1.5 times investors’ original investments. On a realized basis, this multiple was 2.6 times investors’ original investments.

Total Management Fees were $111.1 million for the three months ended September 30, 2012, an increase of $10.6 million compared to $100.5 million for the three months ended September 30, 2011, driven by higher Transaction and Other Fees, higher Base Management Fees and lower Management Fee Offsets. Transaction and Other Fees were $25.7 million for the three months ended September 30, 2012, an increase of $4.3 million compared to $21.4 million for the three months ended September 30, 2011. The increase in Transaction and Other Fees was driven by increased investment activity during the quarter. Management Fee Offsets represent reductions of management fees payable by our limited partners in BCP VI based on the amount they reimbursed Blackstone for placement fees.

Revenues were $509.4 million for the nine months ended September 30, 2012, an increase of $121.4 million compared to $387.9 million for the nine months ended September 30, 2011. The increase in revenues was attributed to increases in Performance Fees and Investment Income of $123.7 million and $20.4 million, respectively, and partially offset by a decrease in Total Management Fees of $22.0 million.

Performance Fees, which are determined on a fund by fund basis, were $139.2 million for the nine months ended September 30, 2012, an increase of $123.7 million, compared to $15.5 million for the nine months ended September 30, 2011, principally due to the returns generated from investments in the retail/consumer and energy sectors as well as from our publicly traded investments, particularly TRW and Team Health.

Investment Income (Loss) was $46.3 million, an increase of $20.4 million, compared to $25.9 million for the nine months ended September 30, 2011, driven by the net returns in the BEP, BCP VI and BCP IV funds of 76%, 22% and 7%, respectively.

Total Management Fees were $312.9 million for the nine months ended September 30, 2012, a decrease of $22.0 million compared to $334.9 million for the nine months ended September 30, 2011, driven by a decrease in Transaction and Other Fees, and partially offset by an increase in Base Management Fees and reduced Management Fee Offsets. Base Management Fees were $259.4 million for the nine months ended September 30, 2012, an increase of $11.6 million compared to $247.8 million for the nine months ended September 30, 2011, principally as a result of fees generated from BEP, which commenced its investment period during the third quarter of 2011. Transaction and Other Fees were $58.7 million for the nine months ended September 30, 2012, a decrease of $50.4 million compared to $109.1 million for the nine months ended September 30, 2011. Transaction and Other Fees for the nine months ended September 30, 2011 included one time fees earned from the accelerated termination of management advisory service agreements related to Nielsen Holdings and Freescale Semiconductor, two portfolio companies that completed initial public offerings, as well as fees generated from new investment activity. Management Fee Offsets represent reductions of management fees payable by our limited partners in BCP VI based on the amount they reimbursed Blackstone for placement fees.

Expenses

Expenses were $137.6 million for the three months ended September 30, 2012, an increase of $105.1 million compared to $32.6 million for the three months ended September 30, 2011. The $105.1 million increase was primarily attributed to a $91.7 million increase in Performance Fee Compensation and a $10.0 million increase in Compensation. Performance Fee Compensation increased as a result of the increases in Performance Fees revenue described above. Compensation increased as a portion of it is related to the segment’s results, exclusive of Performance Fees and Investment Income as well as compensation related to business growth. Other Operating Expenses increased $3.4 million over the same prior year period primarily due to increases in miscellaneous and interest expenses allocated to the segment.

Expenses were $295.2 million for the nine months ended September 30, 2012, an increase of $41.7 million, compared to $253.5 million for the nine months ended September 30, 2011. The $41.7 million increase was primarily attributed to a $40.9 million increase in Performance Fee Compensation as a result of the increase in Performance Fees revenue. Increases in Other Operating Expenses were substantially offset by a decrease in Compensation.

Fund Returns

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


	Three Months Ended September 30,												Nine Months Ended September 30,												September 30, 2012 Inception to Date
	2012						2011						2012						2011						Realized						Total
Fund (a)	Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net
BCP IV		9	%		8	%		-21	%		-20	%		7	%		7	%		3	%		2	%		77	%		59	%		51	%		37	%
BCP V		3	%		3	%		-7	%		-7	%		4	%		4	%		2	%		2	%		49	%		31	%		2	%		1	%
BCP VI (b)		28	%		28	%		N/M			N/M			30	%		22	%		N/M			N/M			N/M			N/M			27	%		8	%
BEP (b)		67	%		64	%		N/M			N/M			86	%		76	%		N/M			N/M			N/A			N/A			110	%		101	%

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 Carried Interest allocations.

(b)

2011 returns for BCP VI and BEP are not meaningful as a material portion of the funds’ capital had not been invested. Realized returns for BCP VI are not meaningful as the fund has had an immaterial amount of realizations. BEP realized returns are not applicable as the fund has not had any realizations through September 30, 2012.

The Private Equity segment has three contributed funds with closed investment periods: BCP IV, BCP V and BCOM. As of September 30, 2012, 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 currently

below its Carried Interest threshold. BCOM is currently below its Carried Interest threshold but 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.

The following table presents the Carried Interest status of our private equity funds out of their investment period which are currently not generating performance fees as of September 30, 2012:


	Gain to Cross Carried Interest Threshold (a)
Funds Out of the Investment Period	Amount		% Change in Total Enterprise Value (b)
	(Dollars in Millions)
BCP V (Dec 2005 / Jan 2011)	$	6,412		13	%

(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 portfolio companies’ Enterprise Value at the reporting date.

Real Estate

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


	Three Months Ended September 30,						2012 vs. 2011						Nine Months Ended September 30,						2012 vs. 2011
	2012			2011			$			%			2012			2011			$			%
	(Dollars in Thousands)
Segment Revenues
Management Fees, Net
Base Management Fees	$	135,659		$	97,925		$	37,734			39	%	$	411,278		$	290,831		$	120,447			41	%
Transaction and Other Fees, Net		14,937			19,551			(4,614	)		-24	%		54,500			90,382			(35,882	)		-40	%
Management Fee Offsets		(6,034	)		(880	)		(5,154	)		N/M			(20,018	)		(2,130	)		(17,888	)		N/M

Total Management Fees, Net		144,562			116,596			27,966			24	%		445,760			379,083			66,677			18	%

Performance Fees
Realized
Carried Interest		51,845			5,137			46,708			N/M			74,001			19,306			54,695			N/M
Incentive Fees		4,879			171			4,708			N/M			12,644			9,427			3,217			34	%
Unrealized
Carried Interest		207,695			(119,192	)		326,887			N/M			573,705			675,534			(101,829	)		-15	%
Incentive Fees		6,150			(984	)		7,134			N/M			12,538			1,852			10,686			N/M

Total Performance Fees		270,569			(114,868	)		385,437			N/M			672,888			706,119			(33,231	)		-5	%

Investment Income (Loss)
Realized		10,324			7,313			3,011			41	%		27,203			21,626			5,577			26	%
Unrealized		33,676			(26,060	)		59,736			N/M			74,532			72,678			1,854			3	%

Total Investment Income (Loss)		44,000			(18,747	)		62,747			N/M			101,735			94,304			7,431			8	%
Interest and Dividend Revenue		3,581			3,195			386			12	%		9,410			9,472			(62	)		-1	%
Other		1,941			(1,390	)		3,331			N/M			642			(15	)		657			N/M

Total Revenues		464,653			(15,214	)		479,867			N/M			1,230,435			1,188,963			41,472			3	%

Expenses
Compensation and Benefits
Compensation		71,456			54,986			16,470			30	%		216,921			183,264			33,657			18	%
Performance Fee Compensation
Realized
Carried Interest		19,822			2,169			17,653			N/M			27,300			8,390			18,910			N/M
Incentive Fees		2,570			82			2,488			N/M			6,443			4,473			1,970			44	%
Unrealized
Carried Interest		47,940			(30,076	)		78,016			N/M			133,892			163,274			(29,382	)		-18	%
Incentive Fees		2,876			(434	)		3,310			N/M			6,015			3,738			2,277			61	%

Total Compensation and Benefits		144,664			26,727			117,937			N/M			390,571			363,139			27,432			8	%
Other Operating Expenses		31,284			23,495			7,789			33	%		86,768			74,832			11,936			16	%

Total Expenses		175,948			50,222			125,726			N/M			477,339			437,971			39,368			9	%

Economic Income (Loss)	$	288,705		$	(65,436	)	$	354,141			N/M		$	753,096		$	750,992		$	2,104			0	%

N/M Not

meaningful.

Revenues

Revenues were $464.7 million for the three months ended September 30, 2012, an increase of $479.9 million compared to $(15.2) million for the three months ended September 30, 2011. The increase in revenues was primarily attributable to an increase of $385.4 million in Performance Fees, an increase of $28.0 million in Total Management Fees and an increase of $62.7 million in Investment Income.

Performance Fees, which are determined on a fund by fund basis, were $270.6 million for the three months ended September 30, 2012, an increase of $385.4 million compared to $(114.9) million for the three months ended September 30, 2011. Performance Fees continued to benefit from the strong performance of our Real Estate carry funds. For the three months ended September 30, 2012, the carrying value of assets for Blackstone’s contributed BREP funds, including fee-paying co-investments, increased 4.9% driven by the continued strengthening of operating fundamentals, particularly in our hospitality, office and retail holdings. Our BREDS and real estate hedge funds increased 5.1% and 6.2%, respectively. As of September 30, 2012, the unrealized value and cumulative proceeds, before carried interest, fees and expenses, of our contributed BREP carry funds represented 1.5 times investors’ original investments. On a realized basis, this multiple was 2.0 times investors’ original investments.

Investment Income (Loss) was $44.0 million for the three months ended September 30, 2012, an increase of $62.7 million compared to $(18.7) million for the three months ended September 30, 2011. The increase in Investment Income was primarily driven by the year over year increase in the net appreciation of investments across our global Real Estate funds.

Total Management Fees were $144.6 million for the three months ended September 30, 2012, an increase of $28.0 million compared to $116.6 million for the three months ended September 30, 2011. Base Management Fees were $135.7 million for the three months ended September 30, 2012, an increase of $37.7 million compared to $97.9 million for the three months ended September 30, 2011, which was primarily related to fees generated from the commencement of BREP VII. Transaction and Other Fees were $14.9 million for the three months ended September 30, 2012, a decrease of $4.6 million compared to $19.6 million for the three months ended September 30, 2011, which was primarily related to a decrease in the size of completed transactions.

Revenues were $1.2 billion for the nine months ended September 30, 2012, an increase of $41.5 million compared to $1.2 billion for the nine months ended September 30, 2011. The increase in revenues was primarily attributed to an increase of $66.7 million in Total Management Fees and a $7.4 million increase in Investment Income (Loss), partially offset by a decrease of $33.2 million in Performance Fees.

Total Management Fees were $445.8 million for the nine months ended September 30, 2012, an increase of $66.7 million compared to $379.1 million for the nine months ended September 30, 2011. Base Management Fees were $411.3 million for the nine months ended September 30, 2012, an increase of $120.4 million compared to $290.8 million for the nine months ended September 30, 2011, which was primarily related to fees generated from the commencement of BREP VII. Transaction and Other Fees were $54.5 million for the nine months ended September 30, 2012, a decrease of $35.9 million compared to $90.4 million for the nine months ended September 30, 2011, which was primarily related to a decrease in the size of completed transactions.

Investment Income (Loss) was $101.7 million for the nine months ended September 30, 2012, an increase of $7.4 million compared to $94.3 million for the nine months ended September 30, 2011. The increase in Investment Income was primarily driven by the year over year increase in the net appreciation of investments across our global Real Estate funds.

Performance Fees, which are determined on a fund by fund basis, were $672.9 million for the nine months ended September 30, 2012, a decrease of $33.2 million compared to $706.1 million for the nine months ended September 30, 2011. Performance Fees continued to benefit from the strong performance of our BREP carry

funds. However, the year over year comparison was impacted by a decrease in the net appreciation of our BREP V and BREP VI carry funds’ investments and the effect of the “catch-up” provision in the prior year period. For the nine months ended September 30, 2012, the carrying value of assets for Blackstone’s contributed Real Estate funds, including fee-paying co-investments, increased 11.6% driven by the continued strengthening of operating fundamentals, particularly in our hospitality, office and retail holdings. Our BREDS and real estate hedge funds increased 11.6% and 14.6%, respectively.

Expenses

Expenses were $175.9 million for the three months ended September 30, 2012, an increase of $125.7 million, compared to $50.2 million for the three months ended September 30, 2011. The increase was primarily attributed to a $101.5 million increase in Performance Fee Compensation, a result of an increase in Performance Fees revenue, and a $16.5 million increase in Compensation. Compensation rose, as a portion of compensation is related to the segment’s results, excluding Performance Fees and Investment Income. Other Operating Expenses increased $7.8 million for the three months ended September 30, 2012, principally due to fundraising costs and interest expense allocated to the segment.

Expenses were $477.3 million for the nine months ended September 30, 2012, an increase of $39.4 million, compared to $438.0 million for the nine months ended September 30, 2011. The increase was primarily attributed to increases of $33.7 million in Compensation and $11.9 million in Other Operating Expenses and was partially offset by a $6.2 million decrease in Performance Fee Compensation. Compensation rose, as a portion of compensation is related to the segment’s results, excluding Performance Fees and Investment Income. Performance Fee Compensation decreased as a result of the decrease in Performance Fees revenue. Other Operating Expenses increased $11.9 million for the nine months ended September 30, 2012, principally due to increases in miscellaneous expense and interest expense 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 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 September 30,												Nine Months Ended September 30,												September 30, 2012 Inception to Date
	2012						2011						2012						2011						Realized						Total
Fund (a)	Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net
BREP International (b)		2	%		1	%		-1	%		—			14	%		10	%		28	%		21	%		35	%		26	%		33	%		23	%
BREP IV		0	%		—			-5	%		-4	%		7	%		4	%		10	%		6	%		116	%		80	%		25	%		14	%
BREP V		5	%		4	%		-2	%		-2	%		15	%		12	%		19	%		12	%		121	%		81	%		13	%		9	%
BREP International II (b)		-1	%		-1	%		-1	%		-1	%		-3	%		-4	%		2	%		1	%		28	%		14	%		-1	%		-3	%
BREP VI		4	%		3	%		—			1	%		11	%		8	%		16	%		11	%		40	%		31	%		13	%		9	%
BREP Europe III (b)		5	%		3	%		8	%		5	%		16	%		11	%		18	%		7	%		60	%		49	%		50	%		20	%
BREP VII (c)		10	%		7	%		N/A			N/A			42	%		25	%		N/A			N/A			526	%		75	%		59	%		33	%
BREDS		5	%		4	%		1	%		—			15	%		12	%		7	%		6	%		21	%		17	%		18	%		14	%
BSSF I		7	%		5	%		-4	%		-4	%		17	%		13	%		1	%		-1	%		N/A			N/A			15	%		11	%
CMBS		6	%		5	%		-6	%		-6	%		15	%		11	%		-2	%		-3	%		N/A			N/A			18	%		12	%
BREP Co-Investment (d)		4	%		4	%		10	%		8	%		10	%		8	%		22	%		19	%		9	%		7	%		13	%		11	%

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

(b)	Euro-based net internal rates of return.

(c)	The BREP VII investment period commenced in August 2011.

(d)	Excludes fully realized co-investments prior to Blackstone’s initial public offering.

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 September 30, 2012:


	Gain to Cross Carried Interest Threshold (a)
Fully Invested Funds	Amount		% Change in Total Enterprise Value (b)
	(Amounts in Millions)
BREP Int’l II (Sep 2005 / Jun 2008)	€	952		22	%

(a)

(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 three funds in their investment period, which were above their respective Carried Interest thresholds as of September 30, 2012: BREP Europe III, BREP VII and BREDS.

Hedge Fund Solutions

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


	Three Months Ended September 30,						2012 vs. 2011						Nine Months Ended September 30,						2012 vs. 2011
	2012			2011			$			%			2012			2011			$			%
	(Dollars in Thousands)
Segment Revenues
Management Fees, Net
Base Management Fees	$	87,334		$	79,355		$	7,979			10	%	$	253,433		$	234,257		$	19,176			8	%
Transaction and Other Fees, Net		4			740			(736	)		-99	%		161			2,328			(2,167	)		-93	%
Management Fee Offsets		(382	)		(258	)		(124	)		-48	%		(1,092	)		(578	)		(514	)		-89	%

Total Management Fees, Net		86,956			79,837			7,119			9	%		252,502			236,007			16,495			7	%

Performance Fees
Realized
Incentive Fees		2,637			5,764			(3,127	)		-54	%		7,110			7,324			(214	)		-3	%
Unrealized
Incentive Fees		36,635			(19,861	)		56,496			N/M			48,841			2,833			46,008			N/M

Total Performance Fees		39,272			(14,097	)		53,369			N/M			55,951			10,157			45,794			N/M

Investment Income (Loss)
Realized		637			1,023			(386	)		-38	%		2,069			15,219			(13,150	)		-86	%
Unrealized		5,199			(10,034	)		15,233			N/M			9,934			(15,778	)		25,712			N/M

Total Investment Income (Loss)		5,836			(9,011	)		14,847			N/M			12,003			(559	)		12,562			N/M
Interest and Dividend Revenue		540			500			40			8	%		1,421			1,488			(67	)		-5	%
Other		315			18			297			N/M			215			84			131			156	%

Total Revenues		132,919			57,247			75,672			132	%		322,092			247,177			74,915			30	%

Expenses
Compensation and Benefits
Compensation		28,826			30,667			(1,841	)		-6	%		91,618			90,434			1,184			1	%
Performance Fee Compensation
Realized
Incentive Fees		1,062			2,257			(1,195	)		-53	%		2,095			2,810			(715	)		-25	%
Unrealized
Incentive Fees		8,062			(7,214	)		15,276			N/M			12,536			1,099			11,437			N/M

Total Compensation and Benefits		37,950			25,710			12,240			48	%		106,249			94,343			11,906			13	%
Other Operating Expenses		12,878			14,421			(1,543	)		-11	%		41,318			43,504			(2,186	)		-5	%

Total Expenses		50,828			40,131			10,697			27	%		147,567			137,847			9,720			7	%

Economic Income	$	82,091		$	17,116		$	64,975			N/M		$	174,525		$	109,330		$	65,195			60	%

N/M Not

meaningful.

Revenues

Revenues were $132.9 million for the three months ended September 30, 2012, an increase of $75.7 million compared to $57.2 million for the three months ended September 30, 2011. The increase in revenues was primarily attributable to an increase of $53.4 million in Performance Fees to $39.3 million, an increase of $14.8 million of Investment Income (Loss) to $5.8 million and an increase of $7.1 million of Total Management Fees to $87.0 million.

Performance Fees were $39.3 million for the three months ended September 30, 2012, an increase of $53.4 million compared to $(14.1) million for the three months ended September 30, 2011, primarily due to higher returns. The returns of the underlying assets for Blackstone’s Hedge Fund Solutions funds were up 3.3% during the three months ended September 30, 2012. Fee-Earning Assets Under Management related to funds of funds above their respective high-water marks and/or hurdle, and therefore eligible for Performance Fees, increased during the three months ended September 30, 2012 compared to the three months ended September 30, 2011. This increase was a result of the better performance of the underlying assets of the segment.

Total Management Fees were $87.0 million for the three months ended September 30, 2012, an increase of $7.1 million compared to $79.8 million for the three months ended September 30, 2011. Base Management Fees were $87.3 million for the three months ended September 30, 2012, an increase of $8.0 million compared to the prior year period, driven by an increase in Fee-Earning Assets Under Management of 17% from the prior year period, which was primarily from net inflows.

Investment Income (Loss) was $5.8 million for the three months ended September 30, 2012, an increase of $14.8 million compared to $(9.0) million for the three months ended September 30, 2011. The increase in Investment Income (Loss) was primarily driven by the year over year increase in the net appreciation of investments of which Blackstone owns a share of such investments.

Revenues were $322.1 million for the nine months ended September 30, 2012, an increase of $74.9 million compared to $247.2 million for the nine months ended September 30, 2011. The increase in revenues was primarily attributable to an increase of $45.8 million in Performance Fees to $56.0 million, an increase of $16.5 million of Total Management Fees to $252.5 million and an increase of $12.6 million of Investment Income (Loss) to $12.0 million.

Performance Fees were $56.0 million for the nine months ended September 30, 2012, an increase of $45.8 million compared to $10.2 million for the nine months ended September 30, 2011, primarily due to higher returns. The returns of the underlying assets for Blackstone’s Hedge Fund Solutions’ funds were 6.2% during the nine months ended September 30, 2012. Fee-Earning Assets Under Management related to funds of funds above their respective high-water marks and/or hurdle, and therefore eligible for Performance Fees, increased during the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011. This increase was a result of the better performance of the underlying assets of the segment.

Total Management Fees were $252.5 million for the nine months ended September 30, 2012, an increase of $16.5 million compared to $236.0 million for the nine months ended September 30, 2011. Base Management Fees were $253.4 million for the nine months ended September 30, 2012, an increase of $19.2 million compared to the prior year period, driven by an increase in Fee-Earning Assets Under Management of 17% from the prior year period, which was primarily from net inflows.

Investment Income (Loss) was $12.0 million for the nine months ended September 30, 2012, an increase of $12.6 million compared to $(0.6) million for the nine months ended September 30, 2011. The increase in Investment Income (Loss) was primarily driven by the year over year increase in the net appreciation of investments of which Blackstone owns a share.

Expenses

Expenses were $50.8 million for the three months ended September 30, 2012, an increase of $10.7 million compared to the three months ended September 30, 2011. The $10.7 million increase was primarily attributed to a $14.1 million increase in Performance Fee Compensation and partially offset by decreases of $1.8 million in Compensation and $1.5 million in Other Operating Expenses. Performance Fee Compensation was $9.1 million for the three months ended September 30, 2012, an increase of $14.1 million, compared to $(5.0) million for the prior year period, primarily due to the increase in Performance Fees revenue described above. Compensation was

$28.8 million for the three months ended September 30, 2012, a decrease of $1.8 million, compared to $30.7 million for the prior year period. Other Operating Expenses decreased $1.5 million to $12.9 million for the three months ended September 30, 2012, compared to $14.4 million for the three months ended September 30, 2011, primarily resulting from a decrease in professional fees due to a decrease in placement fees.

Expenses were $147.6 million for the nine months ended September 30, 2012, an increase of $9.7 million compared to the nine months ended September 30, 2011. The $9.7 million increase was primarily attributed to a $1.2 million increase in Compensation and $10.7 million increase in Performance Fee Compensation, partially offset by a $2.2 million decrease in Other Operating Expenses. Compensation was $91.6 million for the nine months ended September 30, 2012, an increase of $1.2 million, compared to $90.4 million for the prior year period. Performance Fee Compensation was $14.6 million for the nine months ended September 30, 2012, an increase of $10.7 million, compared to $3.9 million for the prior year period. Other Operating Expenses decreased $2.2 million to $41.3 million for the nine months ended September 30, 2012, compared to $43.5 million for the nine months ended September 30, 2011, primarily due to the same factors noted above.

Operating Metrics

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


	Fee-Earning Assets Under Management Eligible for Incentive Fees				Estimated % Above High Water Mark and/or Hurdle (a)
	As of September 30,				As of September 30,
	2012		2011		2012			2011
	(Dollars in Thousands)
BAAM Managed Funds (b)	$	24,063,577	$	19,486,179		77	%		2	%

(a)

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

(b)

For the BAAM managed funds, at September 30, 2012 the incremental appreciation needed for the 23% of Fee-Earning Assets Under Management below their respective High Water Marks and / or Hurdle to reach their respective High Water Marks and / or Hurdle was $361.8 million, a decrease of $637.5 million, or 63.8%, compared to $999.3 million at September 30, 2011. Of the Fee-Earning Assets Under Management below their respective High Water Marks and / or Hurdle as of September 30, 2012, 71% were within 5% of reaching their respective High Water Mark and / or Hurdle.

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 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 Managed Funds, Core Fund Composite:


	Three Months Ended September 30,												Nine Months Ended September 30,												Average Annual Net Returns (a)
	Three Months Ended September 30,												Nine Months Ended September 30,												Periods Ended September 30, 2012
	2012						2011						2012						2011						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 Managed Funds, Core Funds Composite (b)		4	%		3	%		-4	%		-4	%		7	%		6	%		-2	%		-3	%		9	%		8	%		6	%		5	%		2	%		1	%		7	%		6	%

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

(a)	Composite returns present a summarized asset weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds.

(b)	The BAAM Core Funds Composite does not include BAAM’s long-only platforms, seed funds and advisory relationships. The historical return is from January 1, 2000 and excludes fluctuations due to foreign currency exchange rates.

Credit

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


	Three Months Ended September 30,						2012 vs. 2011						Nine Months Ended September 30,						2012 vs. 2011
	2012			2011			$			%			2012			2011			$			%
	(Dollars in Thousands)
Segment Revenues
Management Fees, Net
Base Management Fees	$	88,959		$	59,557		$	29,402			49	%	$	250,827		$	171,578		$	79,249			46	%
Transaction and Other Fees, Net		4,486			(26	)		4,512			N/M			19,395			1,568			17,827			N/M
Management Fee Offsets		(1,271	)		(67	)		(1,204	)		N/M			(3,146	)		(190	)		(2,956	)		N/M

Total Management Fees, Net		92,174			59,464			32,710			55	%		267,076			172,956			94,120			54	%

Performance Fees
Realized
Carried Interest		328			3,196			(2,868	)		-90	%		14,947			41,429			(26,482	)		-64	%
Incentive Fees		4,104			11,595			(7,491	)		-65	%		8,837			20,441			(11,604	)		-57	%
Unrealized
Carried Interest		67,024			6,257			60,767			N/M			137,942			35,109			102,833			N/M
Incentive Fees		61,364			(61,382	)		122,746			N/M			93,817			(12,177	)		105,994			N/M

Total Performance Fees		132,820			(40,334	)		173,154			N/M			255,543			84,802			170,741			N/M

Investment Income (Loss)
Realized		6,697			2,807			3,890			139	%		13,018			7,278			5,740			79	%
Unrealized		(736	)		(7,800	)		7,064			91	%		(681	)		2,169			(2,850	)		N/M

Total Investment Income (Loss)		5,961			(4,993	)		10,954			N/M			12,337			9,447			2,890			31	%
Interest and Dividend Revenue		2,673			1,404			1,269			90	%		6,850			2,759			4,091			148	%
Other		(678	)		(132	)		(546	)		N/M			(1,703	)		(81	)		(1,622	)		N/M

Total Revenues		232,950			15,409			217,541			N/M			540,103			269,883			270,220			100	%

Expenses
Compensation and Benefits
Compensation		50,236			40,533			9,703			24	%		130,224			103,153			27,071			26	%
Performance Fee Compensation
Realized
Carried Interest		1,153			(1,561	)		2,714			N/M			8,388			16,695			(8,307	)		-50	%
Incentive Fees		825			10,039			(9,214	)		-92	%		5,746			15,105			(9,359	)		-62	%
Unrealized
Carried Interest		37,695			908			36,787			N/M			82,412			22,453			59,959			N/M
Incentive Fees		33,316			(29,664	)		62,980			N/M			28,886			(11,195	)		40,081			N/M

Total Compensation and Benefits		123,225			20,255			102,970			N/M			255,656			146,211			109,445			75	%
Other Operating Expenses		33,527			11,210			22,317			199	%		66,372			36,793			29,579			80	%

Total Expenses		156,752			31,465			125,287			N/M			322,028			183,004			139,024			76	%

Economic Income	$	76,198		$	(16,056	)	$	92,254			N/M		$	218,075		$	86,879		$	131,196			151	%

N/M Not

meaningful.

Revenues

Revenues were $233.0 million for the three months ended September 30, 2012, an increase of $217.5 million compared to the three months ended September 30, 2011. This change was primarily attributable to an increase of $173.2 million in Performance Fees reflecting improved market conditions and strong underlying company performance as well as an increase of $32.7 million in Total Management Fees.

Performance Fees were $132.8 million for the three months ended September 30, 2012, an increase of $173.2 million compared to the prior year period. This change was primarily attributable to an increase in Unrealized Performance Fees resulting from robust returns in our flagship hedge funds and steady appreciation in our significant drawdown funds. The net returns for Blackstone’s Credit segment funds were 6.1% for the hedge funds, 7.7% for the mezzanine funds and 4.6% for the rescue lending funds for the three months ended September 30, 2012.

Total Management Fees were $92.2 million for the three months ended September 30, 2012, an increase of $32.7 million compared to the prior year period. This change was primarily attributable to an increase of $29.4 million in Base Management Fees driven by greater Fee-Earning Assets Under Management resulting from net AUM inflows, new product launches, increased limited partner capital deployed and the acquisition of Harbourmaster in January 2012.

Investment Income (Loss) was $6.0 million for the three months ended September 30, 2012, an increase of $11.0 million compared to $(5.0) million for the three months ended September 30, 2011.

Revenues were $540.1 million for the nine months ended September 30, 2012, an increase of $270.2 million compared to the nine months ended September 30, 2011. This change was primarily attributable to increases of $170.7 million in Performance Fees and $94.1 million in Total Management Fees.

Performance Fees were $255.5 million for the nine months ended September 30, 2012, an increase of $170.7 million compared to the prior year period. This change was attributable to an increase in Unrealized Performance Fees resulting from a higher rate of appreciation in our investment funds partially offset by a lower amount of Realized Performance Fees. The net returns of Blackstone’s Credit segment funds were 9.2% for the hedge funds, 17.7% for the mezzanine funds and 12.4% for the rescue lending funds for the nine months ended September 30, 2012.

Total Management Fees were $267.1 million for the nine months ended September 30, 2012, an increase of $94.1 million compared to the prior year period. This change was primarily attributable to an increase of $79.2 million in Base Management Fees due to the significant growth in our Fee-Earning Assets Under Management.

Expenses

Expenses were $156.8 million for the three months ended September 30, 2012, an increase of $125.3 million compared to the three months ended September 30, 2011. The increase in expenses was attributable to increases of $9.7 million in Compensation, $93.3 million in Performance Fee Compensation correlated with the increases in Performance Fees described above, and $22.3 million in Other Operating Expenses. The increase in Other Operating Expenses was primarily due to the non-recurring structuring costs related to the launch of our third closed-end fund.

Expenses were $322.0 million for the nine months ended September 30, 2012, an increase of $139.0 million compared to the nine months ended September 30, 2011. The increase in expenses was attributable to increases of $27.1 million in Compensation, $82.4 million in Performance Fee Compensation correlated with the increase in Performance Fees described above, and $29.6 million in Other Operating Expenses. The increase in Other

Operating Expenses was primarily due to certain non-recurring expenses related to the structuring costs in connection with the launch of our third closed-end fund and the write-off of leasehold improvements.

Fund Returns

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

The following table presents the return information of the segment’s Flagship Hedge Funds:


	Three Months Ended September 30,												Nine Months Ended September 30,												Average Annual Returns (a)
	Three Months Ended September 30,												Nine Months Ended September 30,												Periods Ended September 30, 2012
	2012						2011						2012						2011						One Year						Three Year						Five Year						Historical
Fund	Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net
Flagship Hedge Funds (b)		8	%		6	%		-5	%		-4	%		12	%		9	%		4	%		3	%		17	%		13	%		16	%		12	%		11	%		7	%		12	%		8	%

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

(a)	Average annual returns present a summarized asset weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds.

(b)	The Flagship Hedge Funds’ returns represent the weighted-average return for the U.S. domestic and offshore funds included in this return. The historical return is from August 1, 2005, which is before Blackstone’s acquisition of GSO in March 2008.

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


	Three Months Ended September 30,												Nine Months Ended September 30,
	2012						2011						2012						2011						Inception to Date
Fund (a)	Gross			Net			Gross			Net			Gross			Net			Gross			Net			Gross			Net
Mezzanine Funds (b)		10	%		8	%		7	%		5	%		24	%		18	%		23	%		17	%		25	%		18	%
Rescue Lending Funds (c)		6	%		5	%		-10	%		-5	%		17	%		12	%		2	%		1	%		21	%		14	%

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)	The Mezzanine Funds’ returns represent the weighted-average return for the U.S. domestic and offshore funds including, as applicable, for the new significant mezzanine fund. The inception to date return is from July 16, 2007, which is before Blackstone’s acquisition of GSO in March 2008.

(c)	The Rescue Lending Funds’ returns represent the weighted-average return for the U.S. domestic and offshore funds included in this return. The inception to date returns are from September 29, 2009, which is when the funds commenced investing.

As of September 30, 2012, the significant Credit drawdown funds were above their respective Carried Interest thresholds (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive Carried Interest).

Financial Advisory

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


	Three Months Ended September 30,						2012 vs. 2011						Nine Months Ended September 30,					2012 vs. 2011
	2012			2011			$			%			2012			2011		$			%
	(Dollars in Thousands)
Segment Revenues
Advisory Fees	$	59,951		$	86,178		$	(26,227	)		-30	%	$	229,169		$	258,673	$	(29,504	)		-11	%
Transaction and Other Fees, Net		6			98			(92	)		-94	%		253			314		(61	)		-19	%

Total Advisory and Transaction Fees		59,957			86,276			(26,319	)		-31	%		229,422			258,987		(29,565	)		-11	%

Investment Income
Realized		251			(44	)		295			N/M			755			279		476			171	%
Unrealized		928			(171	)		1,099			N/M			1,440			207		1,233			N/M

Total Investment Income		1,179			(215	)		1,394			N/M			2,195			486		1,709			N/M
Interest and Dividend Revenue		1,797			1,615			182			11	%		5,112			5,024		88			2	%
Other		(751	)		(304	)		(447	)		-147	%		(709	)		115		(824	)		N/M

Total Revenues		62,182			87,372			(25,190	)		-29	%		236,020			264,612		(28,592	)		-11	%

Expenses
Compensation and Benefits
Compensation		46,619			59,633			(13,014	)		-22	%		175,708			186,335		(10,627	)		-6	%
Other Operating Expenses		18,823			20,218			(1,395	)		-7	%		65,211			57,716		7,495			13	%

Total Expenses		65,442			79,851			(14,409	)		-18	%		240,919			244,051		(3,132	)		-1	%

Economic Income (Loss)	$	(3,260	)	$	7,521		$	(10,781	)		N/M		$	(4,899	)	$	20,561	$	(25,460	)		N/M

N/M Not

meaningful.

Revenues

Revenues were $62.2 million for the three months ended September 30, 2012, a decrease of $25.2 million, or 29%, compared to $87.4 million for the three months ended September 30, 2011. The decrease in revenues was driven by decreases in each of the advisory businesses. The decrease in Blackstone’s restructuring and reorganization business was driven primarily by fewer transactions completed during the three months ended September 30, 2012 following the completion of numerous transactions in the quarter ended June 30, 2012. The decrease in Blackstone Advisory Partners’ business was due to a decrease in the number of transactions completed compared to the prior year period as the completion of certain transactions was delayed. The decrease in fees earned by Blackstone’s fund placement business was primarily due to the timing of several transactions.

Revenues were $236.0 million for the nine months ended September 30, 2012, a decrease of $28.6 million, or 11%, compared to $264.6 million for the nine months ended September 30, 2011. The decrease in revenues was driven primarily by decreases in Blackstone’s fund placement business and Blackstone Advisory Partners’ business, partially offset by an increase in Blackstone’s restructuring and reorganization business. The increase in Blackstone’s restructuring and reorganization business was driven primarily by an increase in revenues due to several significant transactions completed in the current year period, as well as an increase in the number of transactions completed during the nine months ended September 30, 2012. The decrease in Blackstone Advisory Partners’ revenue was due to a decrease, attributable in large part to the overall weakness in the mergers and acquisitions market, in the number and size of transactions completed compared to the prior year period. The decrease in fees earned by Blackstone’s fund placement business was primarily due to the timing of several transactions.

Expenses

Expenses were $65.4 million for the three months ended September 30, 2012, a decrease of $14.4 million, or 18%, compared to $79.9 million for the three months ended September 30, 2011. Compensation and Benefits decreased $13.0 million compared to the three months ended September 30, 2011, principally due to an overall decrease in total fee revenue across the segment. Compensation expense for these businesses is related to their financial performance. Other Operating Expenses decreased $1.4 million over the three months ended September 30, 2011, principally due to a reduction in bad debt expense.

Expenses were $240.9 million for the nine months ended September 30, 2012, a decrease of $3.1 million, or 1%, compared to $244.1 million for the nine months ended September 30, 2011. Compensation and Benefits decreased $10.6 million compared to the nine months ended September 30, 2011, principally due to an overall decrease in total fee revenue across the segment. Other Operating Expenses increased $7.5 million over the nine months ended September 30, 2011, principally due to increases in all other expenses.

Liquidity and Capital Resources

General

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

Fluctuations in our balance sheet result primarily from activities of the Blackstone Funds which are consolidated as well as business transactions, such as the issuance of senior notes described below. The majority economic ownership interests of the Blackstone Funds are reflected as Non-Controlling Interests in Consolidated Entities in the Condensed Consolidated Financial Statements. The consolidation of these Blackstone Funds has no net effect on the Partnership’s Net Income or Partners’ Capital. Additionally, fluctuations in our Condensed Consolidated Statements 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 $27.8 billion as of September 30, 2012, an increase of $5.9 billion from December 31, 2011. The increase in total assets was primarily attributable to a $5.6 billion increase in Investments. Total liabilities were $17.0 billion as of September 30, 2012, an increase of $4.3 billion from December 31, 2011. The increase in total liabilities was primarily due to an increase in Loans Payable of $4.0 billion.

For the three months ended September 30, 2012, we had Total Fee Related Revenues of $522.1 million and related expenses of $387.0 million, generating Fee Related Earnings of $135.1 million and Distributable Earnings of $189.6 million. For the nine months ended September 30, 2012, we had Total Fee Related Revenues of $1.6 billion and related expenses of $1.1 billion, generating Fee Related Earnings of $427.7 million and Distributable Earnings of $540.2 million.

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 2009, 2010 and 2012 issuances of senior notes. On July 13, 2012, an indirect subsidiary of Blackstone amended its revolving credit facility. The amendment is described in Note 11. “Borrowings.” in the “Notes to Condensed Consolidated

Financial Statements” in Part I. Item 1. Financial Statements. As of September 30, 2012, Blackstone had $833.5 million in cash, $1.3 billion invested in Blackstone’s Treasury cash management strategies, $143.2 million invested in liquid Blackstone Funds, $1.9 billion invested in illiquid Blackstone Funds and $144.2 million in other investments, against $1.6 billion in borrowings from our 2009, 2010 and 2012 bond issuances, and no borrowings outstanding under its revolving credit facility.

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

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

The following table calculates Blackstone’s Fee Related Earnings, Distributable Earnings and Economic Net Income:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(Dollars in Thousands)
Base Management Fees (a)	$	398,088		$	322,371		$	1,174,938		$	944,432
Transaction and Other Fees, Net (a)		45,126			41,793			133,050			203,717
Advisory Fees (a)		59,951			86,178			229,169			258,673
Management Fee Offsets (a)		(8,454	)		(7,703	)		(29,477	)		(24,914	)
Interest Income and Other Revenue (b)		27,358			5,432			53,261			32,890
Compensation (a)		(259,561	)		(238,207	)		(783,217	)		(735,131	)
Other Operating Expenses (a)		(127,456	)		(96,932	)		(350,015	)		(299,270	)

Fee Related Earnings		135,052			112,932			427,709			380,397
Net Realized Incentive Fees (b)		7,163			5,152			14,307			14,804
Net Realized Carried Interest (b)		61,742			(7,798	)		115,394			96,111
Realized Investment Income (b)		16,847			31,338			42,522			82,216
Taxes and Related Payables (c)		(31,169	)		(15,879	)		(59,772	)		(54,990	)

Distributable Earnings		189,635			125,745			540,160			518,538
Net Unrealized Incentive Fees (b)		59,895			(44,915	)		107,759			(1,134	)
Net Unrealized Carried Interest (b)		274,602			(308,826	)		536,330			484,811
Unrealized Investment Income (b)		77,708			(162,433	)		110,973			44,994
Add Back: Related Payables (d)		19,912			10,430			30,096			23,845

Economic Net Income (Loss)	$	621,752		$	(379,999	)	$	1,325,318		$	1,071,054

(a)	Represents the total segment amounts of the respective captions.

(b)	Detail on this amount is included in the table below.

(c)	Represents the current tax provision (benefit) calculated on Income (Loss) Before Provision for Taxes and the payable under the Tax Receivable Agreement.

(d)	Represents tax related payables including the payable under the tax receivable agreement.

The following calculates the components of Fee Related Earnings, Distributable Earnings and Economic Net Income in the above table identified by note (b):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(Dollars in Thousands)
Interest Income and Dividend Revenue (a)	$	12,004		$	10,110		$	31,740		$	28,841
Other Revenue (a)		2,477			(1,667	)		442			1,720
Investment Income (Loss) — Blackstone’s Treasury Cash Management Strategies (b)		12,877			(3,011	)		21,079			2,329

Interest Income and Other Revenue	$	27,358		$	5,432		$	53,261		$	32,890

Realized Incentive Fees (a)		11,620			17,530			28,591			37,192
Less: Realized Incentive Fee Compensation (a)		(4,457	)		(12,378	)		(14,284	)		(22,388	)

Net Realized Incentive Fees	$	7,163		$	5,152		$	14,307		$	14,804

Realized Carried Interest (a)	$	83,765		$	(9,633	)	$	153,254		$	126,520
Less: Realized Carried Interest Compensation (a)		(22,023	)		1,835			(37,860	)		(30,409	)

Net Realized Carried Interest	$	61,742		$	(7,798	)	$	115,394		$	96,111

Realized Investment Income (a)	$	25,098		$	31,647		$	57,950		$	85,878
Adjustment Related to Realized Investment Income — Blackstone’s Treasury Cash Management Strategies (c)		(8,251	)		(309	)		(15,428	)		(3,662	)

Realized Investment Income	$	16,847		$	31,338		$	42,522		$	82,216

Unrealized Incentive Fees (a)	$	104,149		$	(82,227	)	$	155,196		$	(7,492	)
Less: Unrealized Incentive Fee Compensation (a)		(44,254	)		37,312			(47,437	)		6,358

Net Unrealized Incentive Fees	$	59,895		$	(44,915	)	$	107,759		$	(1,134	)

Unrealized Carried Interest (a)	$	403,465		$	(382,949	)	$	786,551		$	660,356
Less: Unrealized Carried Interest Compensation (a)		(128,863	)		74,123			(250,221	)		(175,545	)

Net Unrealized Carried Interest	$	274,602		$	(308,826	)	$	536,330		$	484,811

Unrealized Investment Income (a)	$	82,334		$	(165,753	)	$	116,624		$	43,661
Less: Investment Income (Loss) — Blackstone’s Treasury Cash Management Strategies (b)		(12,877	)		3,011			(21,079	)		(2,329	)
Less: Adjustment Related to Realized Investment Income — Blackstone’s Treasury Cash Management Strategies (c)		8,251			309			15,428			3,662

Unrealized Investment Income (Loss)	$	77,708		$	(162,433	)	$	110,973		$	44,994

(a)	Represents the total segment amounts of the respective captions.

(b)	Represents the inclusion of Investment Income from Blackstone’s Treasury cash management strategies.

(c)	Represents the adjustment related to the Realized Investment Income attributable to Blackstone’s Treasury cash management strategies which is a component of Distributable Earnings.

The following table is a reconciliation of Net Income (Loss) 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 Distributable Earnings and of Distributable Earnings to Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(Dollars in Thousands)
Net Income (Loss) Attributable to The Blackstone Group L.P.	$	128,824		$	(274,567	)	$	112,185		$	(145,626	)
Net Income (Loss) Attributable to Non-Controlling Interests in Blackstone Holdings		183,431			(402,079	)		237,809			(104,455	)
Net Income (Loss) Attributable to Non-Controlling Interests in Consolidated Entities		(157,607	)		(262,207	)		279,970			(448,753	)
Net Income (Loss) Attributable to Redeemable Non- Controlling Interests in Consolidated Entities		41,854			(47,922	)		78,447			(24,980	)

Net Income (Loss)		196,502			(986,775	)		708,411			(723,814	)
Provision (Benefit) for Taxes		39,237			(7,637	)		119,327			95,412

Income (Loss) Before Provision (Benefit) for Taxes		235,739			(994,412	)		827,738			(628,402	)
IPO and Acquisition-Related Charges (a)		248,179			264,068			762,012			1,122,124
Amortization of Intangibles (b)		33,338			45,665			123,661			134,744
Income (Loss) Associated with Non-Controlling Interests in (Income) Loss of Consolidated Entities (c)		115,753			310,129			(358,417	)		473,733

Economic Income (Loss)		633,009			(374,550	)		1,354,994			1,102,199
Taxes (d)		(11,257	)		(5,449	)		(29,676	)		(31,145	)

Economic Net Income (Loss)		621,752			(379,999	)		1,325,318			1,071,054
Taxes (d)		11,257			5,449			29,676			31,145
Performance Fee Adjustment (e)		(602,999	)		457,279			(1,123,592	)		(816,576	)
Investment Income (Loss) Adjustment (f)		(107,432	)		134,106			(174,574	)		(129,539	)
Investment Income (Loss) — Blackstone’s Treasury Cash Management Strategies (g)		12,877			(3,011	)		21,079			2,329
Performance Fee Compensation and Benefits Adjustment (h)		199,597			(100,892	)		349,802			221,984

Fee Related Earnings		135,052			112,932			427,709			380,397
Realized Performance Fees (i)		68,905			(2,646	)		129,701			110,915
Realized Investment Income (j)		25,098			31,647			57,950			85,878
Adjustment Related to Realized Investment Income — Blackstone’s Treasury Cash Management Strategies (k)		(8,251	)		(309	)		(15,428	)		(3,662	)
Taxes and Related Payables Including Payable Under Tax Receivable Agreement (l)		(31,169	)		(15,879	)		(59,772	)		(54,990	)

Distributable Earnings		189,635			125,745			540,160			518,538
Interest		18,163			12,577			44,567			38,358
Taxes and Related Payables Including Payable Under Tax Receivable Agreement (l)		31,169			15,879			59,772			54,990
Depreciation and Amortization		8,895			8,325			29,554			24,313

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization	$	247,862		$	162,526		$	674,053		$	636,199

(a)

The 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 initial public offering 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 initial public offering 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 in (Income) Loss of Consolidated Entities and includes the amount of Management Fee Revenues associated with Consolidated CLO Entities.

(d)	Taxes represent 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 (Loss).

(g)	This adjustment represents the realized and unrealized gain on Blackstone’s Treasury cash management strategies which are a component of Investment Income (Loss) but included in Fee Related Earnings.

(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.

(j)	Represents the adjustment for Blackstone’s Investment Income (Loss) — Realized.

(k)	Represents the elimination of Realized Investment Income attributable to Blackstone’s Treasury cash management strategies which is a component of both Fee Related Earnings from Operations and Realized Investment Income (Loss).

(l)	Taxes and Related Payables Including Payable Under Tax Receivable Agreement represent the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and the payable under the Tax Receivable Agreement.

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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 September 30, 2012 consisted of the following:


Fund	Original Commitment		Remaining Commitment
	(Dollars in Thousands)
Private Equity
BCP VI	$	719,718	$	626,043
BCP V		629,356		72,648
BCP IV		150,000		5,633
BCOM		50,000		4,762
Blackstone Energy Partners (“BEP”)		50,000		42,771
China Fund (“RMB”)		8,882		7,823
Blackstone Tactical Opportunity Fund		27,000		23,662
Woori Blackstone Korea I		5,451		2,289
Blackstone Clean Technology Partners		4,575		363
Real Estate Funds
BREP VII		300,000		218,005
BREP VI		750,000		58,154
BREP V		52,545		2,313
BREP International II		25,822		1,631
BREP Europe III		100,000		55,199
Blackstone Real Estate Special Situations Fund II		43,016		16,444
Blackstone Real Estate Special Situations Fund G		2,500		531
Blackstone Commercial Real Estate Debt Fund		10,000		1,205
Hedge Fund Solutions
Strategic Alliance II		50,000		26,361
Strategic Alliance		50,000		2,033
Credit
Capital Opportunities Fund II L.P. (“COF”)		120,000		98,268
Blackstone / GSO Capital Solutions		50,000		14,376
BMezz		41,000		2,590
Blackstone Credit Liquidity Partners		32,244		3,192
BMezz II		17,692		3,085
Other (a)		27,362		17,109

Total	$	3,317,163	$	1,306,490

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

For some of the general partner commitments shown in the table above we require our senior managing directors and certain other professionals to fund a portion of the commitment even though the ultimate obligation to fund the aggregate commitment is ours pursuant to the governing agreements of the respective funds. For BCP VI, BREP VI, BREP Europe III, BREP VII and COF II, it is intended that our senior managing directors and certain other professionals will fund $250 million, $150 million, $35 million, $100 million, and $110 million, respectively, of the aggregate applicable general partner original commitment shown above. In

101

addition, certain senior managing directors and other professionals are required to fund a de minimis amount of the commitment in the other private equity, real estate and credit-oriented carry funds. We expect our commitments to be drawn down over time and to be funded by available cash and cash generated from operations and realizations. Taking into account prevailing market conditions and both the liquidity and cash or liquid investment balances, we believe that the sources of liquidity described below will be more than sufficient to fund our working capital requirements.

On March 23, 2010, indirect subsidiaries of Blackstone entered into an unsecured revolving credit facility (the “Credit Facility”) with Citibank, N.A., as Administrative Agent. On November 23, 2010, the Credit Facility was amended to set the facility aggregate borrowing limit at $1.02 billion. On April 8, 2011, the Credit Facility was amended to extend the maturity date from March 23, 2013 to April 8, 2016. On July 13, 2012, the Credit Facility was further amended to increase the borrowing capacity from $1.02 billion to $1.1 billion and to extend the maturity date from April 8, 2016 to July 13, 2017. Borrowings may also be made in U.K. sterling or euros, in each case subject to certain sub-limits. The Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee generating assets under management, each tested quarterly.

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

In 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 September 30, 2012, no units were repurchased. As of September 30, 2012, the amount remaining available for repurchases was $335.8 million under this program.

Distributions

Distributable Earnings will only be a starting point for our determination of the amount to be distributed to unitholders because as noted above, in determining the amount to be distributed we will subtract from Distributable Earnings any amounts determined by our general partner to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and our funds, to comply with applicable law or any of our debt instruments or other agreements, or to provide for future distributions to our unitholders for any ensuing quarter. In most years the aggregate amounts of our distributions to unitholders will typically be less than our Distributable Earnings for that year.

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Our current intention is to distribute to our common unitholders substantially all of The Blackstone Group L.P.’s net after-tax share of our annual Distributable Earnings less the amount of our realized investment gains and returns of capital from investments and acquisitions. This determination has been based on the continued pace of organic and inorganic growth and the potential for further strategic initiatives and the retained amount will be used for those purposes. The retained cash will be deducted from the fourth quarter distribution which is made in the first quarter of the ensuing calendar year. All distributions are subject to Blackstone’s discretion to retain additional amounts from the amount of annual Distributable Earnings to be distributed as described above.

Because we will not know what our Distributable Earnings will be for any fiscal year until the end of such year, we expect that our first three quarterly distributions in respect of any given year will remain unchanged at $0.10 per unit. For the fourth quarter of each year, we expect to pay the remaining amount of the year’s Distributable Earnings less realized investment gains and returns of capital from investments and acquisitions. As such, the distributions for the first three quarters are expected to be smaller than the final quarterly distribution in respect of such year.

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

Because the subsidiaries of The Blackstone Group L.P. must pay taxes and make payments under the tax receivable agreements described in Blackstone’s 2011 Annual Report on Form 10-K, 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.

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, including through the issuance of debt securities. As of September 30, 2012, we had total partners’ capital of $9.4 billion, including $833.5 million in cash, $1.3 billion invested in Blackstone’s Treasury cash management strategies, $143.2 million invested in liquid Blackstone Funds, $1.9 billion invested in illiquid Blackstone Funds and $144.2 million in other investments, against $1.6 billion in borrowings from our 2009, 2010 and 2012 bond issuances.

Included in our Treasury cash management strategies are 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. The following table presents information regarding these financial instruments:


	Reverse Repurchase Agreements		Repurchase Agreements		Securities Sold, Not Yet Purchased
	(Dollars in Millions)
Balance, September 30, 2012	$	105.6	$	69.5	$	105.2
Balance, December 31, 2011		139.5		101.8		143.8
Nine Months Ended September 30, 2012
Average Daily Balance		103.2		116.1		108.8
Maximum Daily Balance		169.8		206.1		191.7

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Our private equity funds, real estate funds and funds of hedge funds have not historically utilized substantial leverage at the fund level other than (a) for 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 2% to 10% 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 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 forms of leverage primarily employed by these funds include purchasing securities on margin, utilizing collateralized financing and using derivative instruments.

Contractual Obligations, Commitments and Contingencies

The following table sets forth information relating to our contractual obligations as of September 30, 2012 on a consolidated basis and on a basis deconsolidating the Blackstone funds:


Contractual Obligations	October 1, 2012 to December 31, 2012			2013–2014			2015–2016			Thereafter			Total
	(Dollars in Thousands)
Operating Lease Obligations (a)	$	16,212		$	116,786		$	104,089		$	225,552		$	462,639
Purchase Obligations		8,023			18,804			3,796			—			30,623
Blackstone Issued Notes and Revolving Credit Facility (b)		—			—			—			1,635,000			1,635,000
Interest on Blackstone Issued Notes and Revolving Credit Facility (c)		24,220			193,762			193,762			717,397			1,129,141
Blackstone Operating Entities Loan and Credit Facilities Payable (d)		297			6,228			—			—			6,525
Interest on Blackstone Operating Entities Loan and Credit Facilities Payable (e)		70			88			—			—			158
Blackstone Funds and CLO Vehicles Debt Obligations Payable (f)		7,904			341,214			538,672			12,254,361			13,142,151
Interest on Blackstone Funds and CLO Vehicles Debt Obligations Payable (g)		47,621			362,945			319,860			707,511			1,437,937
Blackstone Funds Capital Commitments to Investee Funds (h)		50,532			—			—			—			50,532
Due to Certain Non-Controlling Interest Holders in Connection with Tax Receivable Agreements (i)		—			83,503			166,130			967,857			1,217,490
Blackstone Operating Entities Capital Commitments to Blackstone Funds and Other (j)		1,306,490			—			—			—			1,306,490
Unrecognized Tax Benefits, Including Interest (k)		3,327			3,728			—			—			7,055

Consolidated Contractual Obligations		1,464,696			1,127,058			1,326,309			16,507,678			20,425,741
Blackstone Funds and CLO Vehicles Debt Obligations Payable (f)		(7,904	)		(341,214	)		(538,672	)		(12,254,361	)		(13,142,151	)
Interest on Blackstone Funds and CLO Vehicles Debt Obligations Payable (g)		(47,621	)		(362,945	)		(319,860	)		(707,511	)		(1,437,937	)
Blackstone Funds Capital Commitments to Investee Funds (h)		(50,532	)		—			—			—			(50,532	)

Blackstone Operating Entities Contractual Obligations	$	1,358,639		$	422,899		$	467,777		$	3,545,806		$	5,795,121

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(a)

We lease our primary office space under agreements that expire through 2024. In connection with certain lease agreements, we are responsible for escalation payments. The contractual obligation table above includes only guaranteed minimum lease payments for such leases and does not project potential escalation or other lease-related payments. These leases are classified as operating leases for financial statement purposes and as such are not recorded as liabilities on the Condensed Consolidated Statements of Financial Condition. The amounts are presented net of contractual sublease commitments.

(b)	Represents the principal amount due on the senior notes we issued. As of September 30, 2012, 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 prepayments are made and debt is held until its final maturity date. These amounts exclude commitment fees for unutilized borrowings under our revolver.

(d)	Represents borrowings for a capital asset facility.

(e)

Represents interest to be paid over the maturity of the related debt obligation which has been calculated assuming no prepayments are made and debt is held until its final maturity date. The future interest payments are calculated using variable rates in effect as of September 30, 2012, at spreads to market rates pursuant to the financing agreements, at 1.09%.

(f)	These obligations are those of the Blackstone Funds including the consolidated CLO vehicles.

(g)

Represents interest to be paid over the maturity of the related consolidated Blackstone Funds’ and CLO vehicles’ debt obligations which has been calculated assuming no prepayments will be made and debt will be held until its final maturity date. The future interest payments are calculated using variable rates in effect as of September 30, 2012, at spreads to market rates pursuant to the financing agreements, and range from 0.44% to 17.00%. The majority of the borrowings are due on demand and for purposes of this schedule are assumed to mature within one year. Interest on the majority of these borrowings rolls over into the principal balance at each reset date.

(h)	These obligations represent commitments of the consolidated Blackstone Funds to make capital contributions to investee funds and portfolio companies. These amounts are generally due on demand and are therefore presented in the less than one year category.

(i)

Represents obligations by the Partnership’s corporate subsidiary to make payments under the Tax Receivable Agreements to certain non-controlling interest holders for the tax savings realized from the taxable purchases of their interests in connection with the reorganization at the time of Blackstone’s initial public offering in 2007 and subsequent purchases. The obligation represents the amount of the payments currently expected to be made, which are dependent on the tax savings actually realized as determined annually without discounting for the timing of the payments. As required by GAAP, the amount of the obligation included in the Condensed Consolidated Financial Statements and shown in Note 15. “Related Party Transactions” (see “Part I. Item 1. Financial Statements”) differs to reflect the net present value of the payments due to certain non-controlling interest holders.

(j)

These obligations represent commitments by us to provide general partner capital funding to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. These amounts are generally due on demand and are therefore presented in the less than one year category; however, a substantial amount of the capital commitments are expected to be called over the next three years. We expect to continue to make these general partner capital commitments as we raise additional amounts for our investment funds over time.

(k)

The total represents gross unrecognized tax benefits of $5.7 million and interest of $1.3 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 $13.7 million and interest of $2.4 million; therefore, such amounts are not included in the above contractual obligations table.

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Guarantees

Blackstone and certain of its consolidated funds provide financial guarantees. The amounts and nature of these guarantees are described in Note 16. “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 September 30, 2012.

Clawback Obligations

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

As of September 30, 2012, the clawback obligations were $255.8 million, of which $101.5 million related to Blackstone Holdings and $154.3 million relate to current and former Blackstone personnel. (See Note 15. “Related Party Transactions” and Note 16. “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 accounting principles generally accepted in the United States of America (“GAAP”). In applying many of these accounting principles, we need to make assumptions, estimates and/or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates and/or judgments, however, are often subjective. Actual results may be affected negatively based on changing circumstances. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. (See Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.)

Principles of Consolidation

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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. Income (Loss) attributable to Blackstone Holdings, excluding certain costs and expenses borne directly by Blackstone Holdings, is calculated based on the year to date average percentage of Blackstone Holdings partnership units held by the Founder, other senior managing directors and employees.

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

•

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

•

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

•

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

Where the VIEs have qualified for the deferral of the consolidation guidance as discussed in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements”, the analysis is based on previous consolidation guidance. This guidance requires an analysis to determine (a) whether an entity in which the Partnership holds a variable interest is a variable interest entity and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance related fees), would be expected to absorb a majority of the variability of the entity. Under both guidelines, the Partnership determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and reconsiders that conclusion continuously. In evaluating whether the Partnership is the primary beneficiary, Blackstone evaluates its economic interests in the entity held either directly by the Partnership and its affiliates or indirectly through employees. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Partnership is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Partnership, affiliates of the Partnership or third parties) or amendments to the governing documents of the respective Blackstone Funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. At each reporting date, the Partnership assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.

Assets of consolidated 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.

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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 2011 Annual Report on Form 10-K for additional information regarding the manner in which Base Management Fees and Performance Fees are generated.

The Partnership earns base management fees from limited partners of funds in each of its managed funds, at a fixed percentage of assets under management, net asset value, total assets, committed capital, invested capital or, in some cases, a fixed-fee. Base management fees are based on contractual terms specified in the underlying investment advisory agreements. The range of management fee rates and the calculation base from which they are earned, generally, are as follows:

On private equity, real estate, and certain credit-oriented funds:

•

0.30% to 1.75% of committed capital or invested capital during the commitment period,

•

0.75% to 1.75% of invested capital 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 for certain credit-oriented funds.

On credit-oriented funds structured like hedge funds:

•

1.50% to 2.00% of net asset value.

On credit-oriented separately managed accounts:

•

0.35% to 1.00% of net asset value.

On funds of hedge funds and separately managed accounts invested in hedge funds:

•

0.50% to 1.25% of net asset value.

On CLO vehicles:

•

0.40% to 1.25% of total assets.

On closed-end mutual funds and registered investment companies:

•

0.50% to 1.50% of fund assets or net asset value.

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

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

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

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

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

Expenses

Our expenses include compensation and benefits expense and general and administrative expenses. Our accounting policies related thereto are as follows:

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

Fair Value of Financial Instruments

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

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

•

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•

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 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:

•

Investment Funds held by the consolidated Blackstone Funds are valued using net asset value per share as described in Level III Valuation Techniques – Funds of Hedge Funds. Certain investments in investment funds are classified within Level II of the fair value hierarchy as the investment can be redeemed at, or within three months of, the reporting date.

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•

Freestanding Derivatives and Derivative Instruments Used in Fair Value Hedging Strategies are valued using contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads.

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

Level III Valuation Techniques

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

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

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at the discretion of the investee’s fund manager, and as a result, investments may not be redeemable at, or within three months of, the reporting date. A side-pocket is used by hedge funds and funds of hedge funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restriction. Redemptions are generally not permitted until the investments within a side pocket are liquidated or it is deemed that the conditions existing at the time that required the investment to be included in the side pocket no longer exist. As the timing of either of these events is uncertain, the timing at which the Partnership may redeem an investment held in a side-pocket cannot be estimated. Investments for which fair value is measured using NAV per share are reflected within the fair value hierarchy based on the observability of pricing inputs as described above. Further disclosure on instruments for which fair value is measured using NAV per share is presented in Note 5. “Net Asset Value as Fair Value” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.

Level III Valuation Process

Investments, at Fair Value

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

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extended to third parties are recorded within Accounts Receivable within the Condensed Consolidated Statements of Financial Condition. Debt and equity securities for which the fair value option has been elected are recorded within Investments. The methodology for measuring the fair value of such investments is consistent with the methodology applied to private equity, real estate, credit-oriented and funds of hedge funds investments. Changes in the fair value of such instruments are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations. Interest income on interest bearing loans and receivables and debt securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest and Dividend Revenue.

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

Further disclosure on instruments for which the fair value option has been elected is presented in Note 7. “Fair Value Option” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.

Intangibles and Goodwill

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

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

The carrying value of goodwill was $1.7 billion as of September 30, 2012 and December 31, 2011. Intangible Assets and Goodwill are reviewed for impairment at least annually, or more frequently if circumstances indicate impairment may have occurred. As of September 30, 2012 and December 31, 2011, the fair value of the Partnership’s operating segments substantially exceeded their respective carrying values.

We test goodwill for impairment at the operating segment level (the same as our segments). Management has organized the firm into five operating segments. All of the components in each segment have similar economic characteristics and management makes key operating decisions based on the performance of each segment. Therefore, we believe that operating segment is the appropriate reporting level for testing the impairment of goodwill. In determining fair value for each of our segments, we utilize a discounted cash flow methodology based on the adjusted cash flows from operations for each segment. We believe this method provides the best approximation of fair value. In calculating the discounted cash flows, we begin with the

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adjusted cash flows from operations of each segment. We then determine the most likely growth rate by operating segment for each of the next four years and assume a terminal value by segment. We do not apply a control premium. The discounted cash flow analysis includes the Blackstone issued notes and borrowings under the revolving credit facility, if any, and includes an allocation of interest expense to each segment for the unused commitment fee on Blackstone’s revolving credit facility. We use a discount rate that reflects the weighted average cost of capital adjusted for the risks inherent in the future cash flows.

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, entering into operating leases, and entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated and non-consolidated drawdown funds. We do not have any off-balance sheet arrangements that would require us to fund losses or guarantee target returns to investors in our funds.

Further disclosure on our off-balance sheet arrangements is presented in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing as follows:

•

Note 6. “Derivative Financial Instruments”,

•

Note 9. “Variable Interest Entities”, and

•

Note 16. “Commitments and Contingencies — Commitments — Investment Commitments” and “— Contingencies — Guarantees”.

Recent Accounting Developments

Information regarding recent accounting developments and their impact on Blackstone can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements.”

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 deployment decisions of each portfolio investment. Key investment decisions are subject to approval by the applicable investment committee, which is comprised of Blackstone senior managing directors and senior management.

•

In our capacity as advisor to certain of our hedge fund solutions and credit funds, we continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios. In addition, we perform extensive credit and cash-flow analyses of borrowers, credit-based assets and underlying hedge fund managers, and have extensive asset management teams that monitor covenant compliance by, and relevant financial data of, borrowers and other obligors, asset pool performance statistics, tracking of cash payments relating to investments and ongoing analysis of the credit status of investments.

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Effect on Fund Management Fees

Our management fees are based on (a) third parties’ capital commitments to a Blackstone Fund, (b) third parties’ capital invested in a Blackstone Fund or (c) the net asset value, or NAV, of a Blackstone Fund, as described in our Condensed Consolidated Financial Statements. Management fees will only be directly affected by short-term changes in market conditions to the extent they are based on NAV or represent permanent impairments of value. These management fees will be increased (or reduced) in direct proportion to the effect of changes in the market value of our investments in the related funds. The proportion of our management fees that are based on NAV is dependent on the number and types of Blackstone Funds in existence and the current stage of each fund’s life cycle. For the nine months ended September 30, 2012 and September 30, 2011, the approximate percentage of our fund management fees based on the NAV of the applicable funds or separately managed accounts, were as follows:


	As of September 30,
	2012			2011
Fund Management Fees Based on the NAV of the Applicable Funds or Separately Managed Accounts		28	%		32	%

Market Risk

The Blackstone Funds hold investments which are reported at fair value. Based on the fair value as of September 30, 2012 and September 30, 2011, we estimate that a 10% decline in fair value of the investments would have the following effects:


	September 30,
	2012						2011
	Management Fees		Performance Fees, Net of the Related Compensation Expense		Investment Income		Management Fees		Performance Fees, Net of the Related Compensation Expense		Investment Income
	(Dollars in Thousands)
10% Decline in Fair Value of the Investments	$	49,556	$	1,215,826	$	249,826	$	43,006	$	713,898	$	217,272

Total assets under management, excluding undrawn capital commitments and the amount of capital raised for our CLOs, by segment, and the percentage amount classified as Level III investments as defined within the fair value standards of GAAP, are as follows:


	Total Assets Under Management, Excluding Undrawn Capital Commitments and the Amount of Capital Raised for CLOs		Percentage Amount Classified as Level III Investments
	(Dollars in Thousands)
Private Equity	$	30,865,583		72	%
Real Estate		38,800,979		97	%
Hedge Fund Solutions		44,938,188		75	%
Credit		24,160,421		49	%

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 2011 Annual Report on Form 10-K. Also see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies —

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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-oriented funds and funds of hedge funds) make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in order for those funds to consummate investments and otherwise pay their related obligations when due, including management fees. We have not had investors fail to honor capital calls to any meaningful extent and any investor that did not fund a capital call would be subject to having a significant amount of its existing investment forfeited in that fund. But if investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, those funds could be materially and adversely affected.

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 September 30, 2012 and September 30, 2011, a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar would have the following effects:


	September 30,
	2012						2011
	Management Fees		Performance Fees, Net of the Related Compensation Expense		Investment Income		Management Fees		Performance Fees, Net of the Related Compensation Expense		Investment Income
	(Dollars in Thousands)
10% Decline in the Rate of Exchange of All Foreign Currencies Against the U.S. Dollar	$	13,070	$	101,621	$	33,966	$	9,851	$	128,225	$	31,869

Interest Rate Risk

Blackstone has debt obligations payable that accrue interest at variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows. Based on our debt obligations payable as of September 30, 2012 and September 30, 2011, 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:


	September 30,
	2012		2011
	(Dollars in Thousands)
Increase in Interest Expense Due to a One Percentage Point Increase in Interest Rates	$	232	$	4,825

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. We estimate that our annualized investment income would decrease by $13.8 million, or 0.7% of the Treasury

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Liquidity Portfolio, if interest rates were to increase by one percentage point. This would be offset by an estimated increase in interest income of $7.0 million on an annual basis from interest on floating rate assets.

Credit Risk

Certain Blackstone Funds and the Investee Funds are subject to certain inherent risks through their investments.

The Treasury Liquidity Portfolio contains certain credit risks including, but not limited to, exposure to uninsured deposits with financial institutions, unsecured corporate bonds and mortgage-backed securities. These exposures are actively monitored on a continuous basis and positions are reallocated based on changes in risk profile, market or economic conditions.

We estimate that our investment income would decrease by $12.1 million, or 0.6% of the Treasury Liquidity Portfolio, if credit spreads were to increase by one percentage point.

Certain of our entities hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. We do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.

ITEM 4.

CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the 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 2011 Annual Report on Form 10-K. We are not currently subject to any pending judicial, administrative or arbitration proceedings that we expect to have a material impact on our consolidated financial statements.

In December 2007, a purported class of shareholders in public companies acquired by one or more private equity firms filed a lawsuit against a number of private equity firms and investment banks, including The Blackstone Group L.P., in the United States District Court in Massachusetts ( Kirk Dahl, et al. v. Bain Capital Partners, LLC, et al. ). The suit alleges that, from mid-2003 through 2007, eleven defendants violated the antitrust laws by allegedly conspiring to rig bids, restrict the supply of private equity financing, fix the prices for target companies at artificially low levels, and divide up an alleged market for private equity services for leveraged buyouts. After the conclusion of discovery, the plaintiffs filed an amended complaint in June 2012, in which the plaintiffs seek damages on behalf of public shareholders that tendered their shares in connection with 17 leveraged buyouts. The court has dismissed claims against Blackstone with respect to four of these transactions because Blackstone was released from any and all claims by the same shareholders in prior litigation. Defendants have filed motions for summary judgment. The court has not yet established a schedule for determining whether to certify the shareholder class proposed by plaintiffs.

In the spring of 2008, six substantially identical complaints were brought against Blackstone and some of its executive officers purporting to be class actions on behalf of purchasers of common units in Blackstone’s June 2007 initial public offering. These suits were subsequently consolidated into one complaint ( Landmen Partners Inc. v. The Blackstone Group L.P., et al. ) filed in the United States District Court for the Southern District of New York in October 2008 against Blackstone, Stephen A. Schwarzman (Blackstone’s Chairman and Chief Executive Officer), Peter G. Peterson (Blackstone’s former Senior Chairman), Hamilton E. James (Blackstone’s President and Chief Operating Officer) and Michael A. Puglisi (Blackstone’s Chief Financial Officer at the time of the IPO). The amended complaint alleged that (1) the IPO prospectus was false and misleading for failing to disclose that (a) one private equity investment would be adversely affected by trends in mortgage default rates, particularly for sub-prime mortgage loans, (b) another private equity investment was adversely affected by the loss of an exclusive manufacturing agreement, and (c) prior to the IPO the U.S. real estate market had started to deteriorate, adversely affecting the value of Blackstone’s real estate investments; and (2) the financial statements in the IPO prospectus were materially inaccurate principally because they overstated the value of the investments referred to in clause (1).

In September 2009 the District Court judge dismissed the complaint with prejudice, ruling that even if the allegations in the complaint were assumed to be true, the alleged omissions were immaterial. Analyzing both quantitative and qualitative factors, the District Court reasoned that the alleged omissions were immaterial as a matter of law given the size of the investments at issue relative to Blackstone as a whole, and taking into account Blackstone’s structure as an asset manager and financial advisory firm.

In February 2011, a three-judge panel of the Second Circuit reversed the District Court’s decision, ruling that the District Court incorrectly found that plaintiffs’ allegations were, if true, immaterial as a matter of law. The Second Circuit disagreed with the District Court, concluding that the complaint “plausibly” alleged that the initial public offering documents omitted material information concerning two of Blackstone funds’ individual investments and inadequately disclosed information relating to market risks to their real estate investments. Because this was a motion to dismiss, in reaching this decision the Second Circuit accepted all of the complaint’s factual allegations as true and drew every reasonable inference in plaintiffs’ favor. The Second Circuit did not consider facts other than those in the plaintiffs’ complaint. On June 28, 2011, defendants filed a petition for writ

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of certiorari with the United States Supreme Court, which was subsequently denied. On August 8, 2011, defendants filed their answer to the complaint and discovery commenced and is continuing in this action.

In June 2011, three related suits ( Walker, Truesdell, Roth & Assocs. v. The Blackstone Group L.P., et al. ) were filed against Blackstone, various Blackstone entities including some of its private equity and real estate funds, and specified Blackstone personnel relating to the sale of Extended Stay Hotels in June 2007 by certain entities in which such Blackstone funds owned significant equity interests (the “2007 Sale”). Other defendants in such suits include the buyer of Extended Stay, financial advisors to both the sellers and the buyer and specified lenders for the purchase of Extended Stay. Extended Stay subsequently filed for bankruptcy in 2009, at which time it was still owned by the buyer pursuant to the 2007 Sale. The suits, which are in the U.S. Bankruptcy Court for the Southern District of New York, were brought by a litigation trust for the benefit of creditors of Extended Stay and allege that Extended Stay was rendered insolvent by the 2007 Sale. One suit includes asserted claims of fraudulent conveyance and seeks to recover $2.1 billion allegedly transferred to the sellers in the 2007 Sale. The other two suits contain the same allegations as the first suit, assert claims for breach of fiduciary duty, unjust enrichment, illegal distributions and other claims, and seek $2.1 billion in compensatory damages and $6.3 billion in punitive damages.

Blackstone believes that all of the foregoing suits are totally without merit and intends to defend them vigorously.

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, 2011 and in our subsequently filed Quarterly Reports on Form 10-Q, all of which are accessible on the Securities and Exchange Commission’s website at www.sec.gov.

See “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Environment” in this report for a discussion of the conditions in the financial markets and economic conditions affecting our businesses. This discussion updates, and should be read together with, the risk factor entitled “Difficult market conditions can adversely affect our business in many ways, including by reducing the value or performance of the investments made by our investment funds, reducing the ability of our investment funds to raise or deploy capital and reducing the volume of the transactions involving our financial advisory business, each of which could materially reduce our revenue and cash flows and adversely affect our financial condition” in our Annual Report on Form 10-K for the year ended December 31, 2011.

The risks described in our Form 10-K and in our subsequently filed Quarterly Reports on Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In January 2008, the Board of Directors 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 in open market transactions, in privately negotiated transactions or otherwise. 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 September 30, 2012, no units were repurchased. As of September 30, 2012, 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 13. Net Income (Loss) Per Common Unit” and “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Our Sources of Cash and Liquidity Needs” for further information regarding this unit repurchase program.

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As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common units and Holdings units.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS


Exhibit Number		Exhibit Description

4.1		Third Supplemental Indenture dated as of August 17, 2012 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-33551) filed with the SEC on August 17, 2012).

4.2		Form of 4.75% Senior Note due 2023 (included in Exhibit 4.1 hereto).

4.3		Fourth Supplemental Indenture dated as of August 17, 2012 among Blackstone Holdings Finance Co. L.L.C., The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K (File No. 001-33551) filed with the SEC on August 17, 2012).

4.4		Form of 6.25% Senior Note due 2042 (included in Exhibit 4.3 hereto).

10.1		Limited Liability Company Agreement of Blackstone Innovations L.L.C., dated November 2, 2012+.

10.2		Amended and Restated Agreement of Exempted Limited Partnership of Blackstone Innovations (Cayman) III L.P., dated November 2, 2012+.

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

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Exhibit Number		Exhibit Description

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 compensating plan or arrangement in which director 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 Section 13 or 15(d) 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: November 2, 2012


The Blackstone Group L.P.

By:		Blackstone Group Management L.L.C.,
		its General Partner

		/s/ L AURENCE A. T OSI
Name:		Laurence A. Tosi
Title:		Chief Financial Officer
		(Principal Financial Officer and Authorized Signatory)

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Exhibit 10.1

LIMITED LIABILITY COMPANY AGREEMENT

BLACKSTONE INNOVATIONS L.L.C.

Dated as of November 2, 2012

LIMITED LIABILITY COMPANY AGREEMENT (the “ Agreement ”) of Blackstone Innovations L.L.C. (the “ Company ”), dated as of November 2, 2012, by and among Blackstone Holdings I L.P., a Delaware limited partnership (the “ Managing Member ”), the other members of the Company as set forth in the books and records of the Company, and such other persons that are admitted to the Company as members after the date hereof in accordance herewith.

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, 6 Del.C. § 18-101 (the “ Act ”) pursuant to a certificate of formation (the “ Certificate ”) filed in the office of the Secretary of State of the State of Delaware on April 9, 2012;

WHEREAS, the Managing Member currently owns, and may in the future acquire, Securities of one or more Issuers (as each of such terms is defined below);

WHEREAS, the Managing Member expects to contribute to the Company the Securities of one or more Issuers, or cash or other assets, on one or more occasions on or after the date of this Agreement, in each case in exchange for Interests (as defined below), as reflected in the books and records of the Company;

WHEREAS, each of the Regular Members (defined below) desires to contribute cash to the Company on one or more occasions on or after the date of this Agreement, in each case in exchange for Interests, as reflected in the books and records of the Company; and

WHEREAS, the Company may also acquire Securities or other assets from third parties;

THE UNDERSIGNED are executing this Agreement, and do hereby agree as follows:

1. Purpose . (a) The purpose of the Company shall be to (i) acquire and invest in Securities, Investments (as defined below) and/or other assets; and (ii) engage in any lawful act or activity for which limited liability companies may be formed under the Act.

(b) In furtherance of its purposes, the Company shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:

(ii) to open, maintain and close accounts, including margin accounts, with brokers;

(iii) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;

(iv) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;

(v) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient, advisable or incident to carrying out its purposes;

(vi) to sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Company, and to execute all documents and make all representations, admissions and waivers in connection therewith;

(vii) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Members cash or investments or other property of the Company, or any combination thereof; and

(viii) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware law.

2. Registered Office; Place of Business . The address of the registered office of the Company in the State of Delaware is: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company shall maintain an office and principal place of business at such place or places as the Managing Member specifies from time to time and as set forth in the books and records of the Company.

3. Registered Agent . The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are: The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

4. Members .

(a) The Managing Member of the Company is Blackstone Holdings I L.P. The Regular Members are those persons shown as Regular Members in the books and records of the Company, as the same may be amended from time to time. All references herein to “Members” shall include the Managing Member and the Regular Members.

(b) The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. The execution and filing of the Certificate are hereby ratified, approved and confirmed by each of the Members.

(c) The Managing Member may agree from time to time to admit a person as an additional member of the Company. Except as provided in Section 8, such admission shall be effective upon the written agreement of such person to be bound by the terms of this Agreement. Upon such admission, all references herein to “Member” or “Members” shall also be a reference to such person.

5. Management of the Company . The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member. The Managing Member shall have the sole power to manage or cause the management of the Company, including, without limitation, the power and authority to purchase and dispose of Investments, effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity. Any action to be taken by the Company shall require the consent of the Managing Member. Any action so approved may be taken by the Managing Member on behalf of the Company and any action so taken shall bind the Company. Except as expressly provided herein, and to the extent permitted by applicable law, no Member who is not also a Managing Member shall have any right to vote on any matter involving the Company, including with respect to any merger, consolidation, combination or conversion of the Company, or any other matter that a Member might otherwise have the ability to vote or consent with respect to under the Act, at law, in equity or otherwise. Upon the withdrawal from the Company or voluntary resignation of the last remaining Managing Member, all of the powers formerly vested therein pursuant to this Agreement and the Act shall be exercised by a majority in interest of the Members.

6. Limited Liability Company Interests; Interests .

(a) The Company’s limited liability company interests shall be in such form as the Managing Member shall determine.

(b) The Interests (as defined below) of a Member with respect to an Investment shall be issued to such Member upon the making by such Member of a capital contribution related to such Investment, as provided in Section 9.

(c) The Managing Member shall account for each Investment and for a Member’s Interests with respect to each Investment separately from any other Investment and separately from such Member’s Interests with respect to any other Investment. Each of the following shall be calculated and/or determined by the Managing Member for a particular Investment and for each Member’s Interests with respect to a particular Investment separately

from the corresponding calculation or determination for any other Investment and for such Member’s Interests with respect to any other Investment (in each case, in the Managing Member’s reasonable good faith judgment): (i) the profit sharing percentage (each a “ Profit Sharing Percentage ”) with respect to such Investment; (ii) the value of any capital contribution related to such Investment pursuant to Section 9; (iii) the distributions and allocations in respect of such Interests pursuant to Sections 11 and 12; and (iv) the terms and conditions relating to vesting of such Interests and the Fair Market Value (as defined below) of such Interests, in each case pursuant to Section 17.

“ Investment ” means the Company’s interest in the Securities of a particular Issuer and/or the Company’s investment in other assets.

“ Securities ” means any debt, equity or other securities of the issuer thereof (each an “ Issuer ”), including, without limitation, units and/or limited liability company interests of, or other interests in, limited liability companies, general or limited partner interests in partnerships, shares and/or common, preferred or other capital stock of corporations or companies and/or other equity interests in or obligations or other securities of, other entities, and warrants, rights, put and call options and other options relating to any of the foregoing.

“ Interests ” of a Member with respect to an Investment means such Member’s interests in the Company with respect to such Investment, which reflect such Member’s indirect interest through the Company in such Investment.

7. Representations of the Members . Each Regular Member by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the Act) represents and warrants to every other Member and to the Company, except as may be waived by the Managing Member, that such Member is acquiring each of such Member’s Interests for such Member’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such interest or in the rights of such Member hereunder; provided , that a Member may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Regular Member represents and warrants that such Member understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under the Securities Act of 1933 or exemption from such registration, and that accordingly such Member must bear the economic risk of an investment in the Company for an indefinite period of time. Each Regular Member represents that such Member has such knowledge and experience in financial and business matters, that such Member is capable of evaluating the merits and risks of an investment in the Company, and that such Member is able to bear the economic risk of such investment. Each Regular Member represents that such Member’s overall commitment to the Company and other investments which are not readily marketable is not disproportionate to the Member’s net worth and the Member has no need for liquidity in the Member’s investment in Interests. Each Regular Member represents that to the full satisfaction of the Member, the Member has been furnished any materials that such Member has requested relating to the Company, any investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering of Interests and any matters pertaining to each investment

and to obtain any other additional information relating thereto. Each Regular Member represents that the Member has consulted to the extent deemed appropriate by the Member with the Member’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Member.

8. Dissolution .

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member, (ii) the time at which there are no Members; provided , that the Company shall not be dissolved and shall not be required to be wound up if a Member is admitted to the Company, in the manner provided herein, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member ( the “ Terminating Event ”), within 90 days after the occurrence of the Terminating Event, pursuant to Section 8(b) hereof, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) A Member (the “ New Member ”) may be admitted to the Company, and such New Member shall be so admitted if the Managing Member shall execute an instrument in writing, either before or after the Terminating Event, stating that the New Member shall be so admitted, and the New Member agrees in writing to become a party to, and bound by, this Agreement, as amended, supplemented or otherwise modified.

9. Capital Contributions . (a) As of the Contribution Date (as defined below) with respect to any Investment, each of the Regular Members shall make a cash capital contribution to the Company related to such Investment, in an amount determined by the Managing Member and agreed to by such Regular Member and set forth in the books and records of the Company.

(b) As of the Contribution Date with respect to any Investment, the Managing Member shall make either (i) an in-kind capital contribution(each an “ In-Kind Contribution ”) to the Company related to such Investment, which shall consist of Securities of an Issuer and/or other assets, as determined by the Managing Member in its sole discretion (the “ Contributed Assets ”), or (ii) a cash capital contribution to the Company related to such Investment, in an amount determined by the Managing Member in its sole discretion and set forth in the books and records of the Company.

Each In-Kind Contribution related to an Investment, and/or the Contributed Assets included therein, shall be valued as of a date (the “ Valuation Date ” with respect to such Investment) determined by the Managing Member in its reasonable good faith judgment and set forth in the books and records of the Company (which shall be the Contribution Date with respect to such Investment, unless otherwise determined by the Managing Member), at an amount determined by the Managing Member in its reasonable good faith judgment and set forth in the books and records of the Company; provided that each In-Kind Contribution related to an Investment shall be effective as of the Contribution Date with respect to such Investment, regardless of whether the instruments of transfer of such Contributed Assets to the Company are executed and delivered before, on or after such Contribution Date.

The “ Contribution Date ” with respect to an Investment shall be the date as of which any capital contribution related to such Investment shall be deemed to be made and effective, as determined by the Managing Member in its reasonable good faith judgment and set forth in the books and records of the Company.

If the Company acquires Securities or other assets from third parties, then the Managing Member and/or the Regular Members shall make capital contributions, in cash or otherwise, in respect of the acquisition thereof, and such capital contributions shall be deemed to be related to the Investment that includes such Securities or other assets, as determined by the Managing Member in its reasonable good faith judgment and set forth in the books and records of the Company.

The Managing Member shall determine, in its reasonable good faith judgment, the Investment to which a particular capital contribution relates, and such determination shall be set forth in the books and records of the Company.

10. Capital Accounts .

(a) There shall be established for each Member on the books and records of the Company, to the extent and at such times as may be appropriate, one or more capital accounts (each, a “ Capital Account ”) as the Managing Member may deem to be appropriate in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv). The initial balance of each Member’s Capital Account is reflected in the books and records of the Company. Each Capital Account shall be maintained for the relevant Member and shall be (i) credited by such Member’s capital contributions to the Company and any net income allocated to such Member in accordance with Section 12 and (ii) debited by any distributions to such Member pursuant to Section 11 and any net losses allocated to such Member in accordance with Section 12. In the case of any in-kind distributions, the relevant Capital Account(s) shall be adjusted as if the asset distributed had been sold in a taxable transaction and the proceeds distributed in cash. In the event of any transfer of any Interest in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

(b) All determinations, valuations and other matters of judgment required to be made for accounting purposes under this Agreement shall be made by the Managing Member. Such approved determinations, valuations and other accounting matters shall be conclusive and binding on all Members, all withdrawn Members, their successors, heirs, estates or legal representatives and any other person, and to the fullest extent permitted by law no such person shall have the right to an accounting or an appraisal of the assets of the Company or any successor thereto.

11. Distributions .

(a) All distributions of cash or other assets of the Company shall be calculated and determined by the Managing Member in respect of the Members’ Interests with respect to a

particular Investment separately from the calculation and determination of distributions to be made in respect of the Members’ Interests with respect to any other Investment. All distributions of cash or other assets of the Company in respect of the Members’ Interests with respect to a particular Investment shall be made: (1) first, to the Members pro rata in accordance with their respective capital contributions related to such Investment until each Member has received an amount equal to such capital contributions, (2) second, if so determined by the Managing Member in its sole discretion, to the Managing Member, until the Managing Member has received a preferred return on its capital contributions to the Company related to such Investment, at the rate specified by the Managing Member in its sole discretion and set forth in the books and records of the Company from time to time, and (3) third, to the Members pro rata in accordance with their respective Profit Sharing Percentages with respect to such Investment, as determined by the Managing Member and set forth in the books and records of the Company; provided that, for the avoidance of doubt, for all purposes of this Section 11(a), any In-Kind Contribution of the Managing Member related to any Investment shall be valued at an amount equal to the value thereof as of the Valuation Date with respect to such Investment, such value to be determined as provided in Section 9(b) hereof.

(b) To the extent the Company receives distributions from any Issuer which are intended to allow the members or security holders of the Issuer to pay tax liabilities associated with income allocable to such members (a “ Tax Distribution ”), the Company shall make a corresponding Tax Distribution to each Member pro rata based on such Member’s share of allocable taxable income. Tax Distributions shall reduce and be counted as a distribution upon subsequent distributions to which Members are otherwise entitled.

12. Allocations of Profits and Losses .

(a) Profits and losses of the Company for each fiscal year to be allocated to the Capital Accounts of the Members shall be calculated and determined by the Managing Member in respect of the Members’ Interests with respect to a particular Investment separately from the calculation and determination of any such allocation to be made in respect of the Members’ Interests with respect to any other Investment. Profits and losses of the Company for each fiscal year in respect of the Members’ Interests with respect to a particular Investment shall be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions of Section 11 and other relevant provisions hereof.

(b) Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(i)), if any, of the Company shall be allocated for each fiscal year to the Member that bears the economic risk of loss within the meaning of Treasury Regulations Section 1.704-2(i), and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), if any, shall be allocated to and among the Members in accordance with their relative Profit Sharing Percentages.

(c) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”).

(d) Any allocations required to be made pursuant to Sections 12(b) or (c) (the “Regulatory Allocations”) (other than allocations, the effect of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 12 so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 12 had such Regulatory Allocations not occurred.

(e) Tax Allocations. All items of income, gain, loss, deduction and credit of the Company shall be allocated among the Members for federal, state and local income tax purposes consistent with the manner that the corresponding constituent items shall be allocated among the Members pursuant to this section, except as may otherwise be provided herein or by the Code.

(f) Other Allocation Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations.

13. Liability of Members . The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

14. Withdrawals of Capital . No Member may withdraw capital related to such Member’s interest in the Company except (a) for distributions of cash or other property pursuant to Section 11, (b) as otherwise expressly provided in this Agreement or (c) as determined by the Managing Member.

15. Authorization . The Managing Member, and any other person designated by the Managing Member is hereby authorized and empowered, as an authorized person of the Company within the meaning of the Act, or otherwise (the Managing Member hereby authorizing and ratifying any of the following actions):

(a) to execute and deliver and/or file the Certificate and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company to qualify to do business in a jurisdiction in which the Company desires to do business; and

(b) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (i) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s purposes, (ii) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company, (iii) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company, and all checks, notes, drafts and other documents of the Company that may be required in connection with any such bank account or any banking facilities or services that may

be utilized by the Company, (iv) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 15, each acting individually, shall be deemed to have been adopted by the Members for all purposes), and (v) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person (other than the Managing Member) in this Section 15 may be revoked at any time by the Managing Member by an instrument in writing signed by the Managing Member.

16. Transfers . No Member may sell, assign, pledge or otherwise transfer or encumber all or any portion of such Member’s interest in the Company without the consent of the Managing Member.

17. Repurchase of Interests; Vesting .

(a) If a Regular Member ceases to be an employee (including, without limitation, a Senior Managing Director) of Blackstone (as hereinafter defined) for any reason (excluding death or total disability, but including, without limitation, resignation, retirement or termination, with or without Cause (as hereinafter defined)), then from and after the time such Regular Member so ceases to be such an employee, such Regular Member shall no longer be, or be deemed to be, an “ Active Employee ” for purposes of this Agreement.

(b) Any Interests of a Regular Member with respect to an Investment shall become vested in accordance with the terms and conditions relating to the vesting of such Interests with respect to such Investment, as determined by the Managing Member in its sole discretion and set forth in the books and records of the Company. Any Interests of a Regular Member with respect to a particular Investment that have vested in accordance with such terms and conditions relating to the vesting of such Interests (as so determined), are herein called “ Vested Interests ” with respect to such Investment. and any Interests of a Regular Member with respect to a particular Investment that have not vested in accordance with such terms and conditions relating to the vesting of such Interests (as so determined) are herein called “ Unvested Interests ” with respect to such Investment.

(c) In the event that any Regular Member ceases to be an Active Employee, the Managing Member may, in its sole discretion, by notice to such Regular Member within 45 days after his/her ceasing to be an Active Employee, or at any time thereafter upon 30 days written notice, cause the Managing Member or another person designated by the Managing Member (who may be itself another Regular Member or an affiliate of the Managing Member) to purchase, and such Regular Member to sell, for cash:

(i) in the event that such Regular Member ceases to be an Active Employee for any reason other than termination for Cause (as hereinafter defined), (A) all (but not less than all) of such Regular Member’s Unvested Interests with respect to a particular Investment for a price equal to the Interest Purchase Price (as hereinafter defined) with respect to such purchase, and/or (B) all (but not less than all) of such Regular Member’s Vested Interests with respect to such Investment for a price equal to the Fair Market Value of such Interests; and

(ii) in the event that such Regular Member ceases to be an Active Employee because such Regular Member is terminated for Cause, all (but not less than all) of such Regular Member’s Unvested Interests with respect to a particular Investment and Vested Interests with respect to such Investment, in each case for a price equal to the Interest Purchase Price with respect to such purchase.

“ Blackstone ” means, collectively, The Blackstone Group L.P. and its affiliates (including, without limitation, the Company and the Managing Member).

The “ Interest Purchase Price ” with respect to any purchase of the Interests of a Regular Member with respect to an Investment pursuant to this Section 17 means the lower of (A) the original cost of such Interests to such Regular Member (which shall be, unless the circumstances otherwise require, the aggregate capital contributions of such Regular Member related to such Investment), or (B) the Fair Market Value of such Interests.

The “ Fair Market Value ” of any Interests purchased pursuant to this Section 17 means the fair market value of such Interests, as determined in the reasonable good faith judgment of the Managing Member as of the last day of the latest fiscal quarter of the Company ending on or before the date on which such Interests are so purchased.

“ Cause ” means the occurrence or existence of any of the following with respect to any Regular Member, as determined fairly, reasonably, on an informed basis and in good faith by the Managing Member: (i) (w) any breach by such Regular Member of any provision of any non-competition agreement with Blackstone, (x) any material breach by such Regular Member of this Agreement or any rules or regulations applicable to such Regular Member that are established by Blackstone, (y) such Regular Member’s deliberate failure to perform his or her duties to Blackstone, or (z) such Regular Member’s committing to or engaging in any conduct or behavior that is or may be harmful to Blackstone in a material way as determined by the Managing Member; provided , that in the case of any of the events in the foregoing clauses (w), (x), (y) and (z), the Managing Member has given such Regular Member written notice (a “ Notice of Breach ”) within fifteen (15) days after the Managing Member becomes aware of such event and such Regular Member fails to cure, in a manner reasonably satisfactory to the Managing Member, such breach, failure to perform or conduct or behavior within fifteen (15) days after receipt by such Regular Member of such Notice of Breach from the Managing Member (or such longer period, not to exceed an additional fifteen (15) days, as shall be reasonably required for such cure, provided that such Regular Member is diligently pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against Blackstone; or (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Regular Member individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement).

18. Governing Law; Amendments . This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by such laws. This Agreement may be amended, supplemented, waived or modified by the written consent of the Managing Member in its sole discretion without the approval of any other Member or other person.

19. Tax Information . Each Member certifies that (A) if the Member is a United States person (as defined in the Code) (x) (i) the Member’s name, social security number (or, if applicable, employer identification number) and address provided to the Company and its affiliates pursuant to an IRS Form W-9, Payer’s Request for Taxpayer Identification Number Certification (“ W-9 ”) or otherwise are correct and (ii) the Member will complete and return a W-9, and (y) (i) the Member is a United States person (as defined in the Code) and (ii) the Member will notify the Company within 60 days of a change to foreign (non-United States) status or (B) if the Member is not a United States person (as defined in the Code) (x) (i) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding (“ W-8BEN ”) or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S. Branches for United States Tax Withholding (“ W-8IMY ”), or otherwise is correct and (ii) the Member will complete and return the applicable IRS form, including but not limited to a W-8BEN or W-8IMY, and (y) (i) the Member is not a United States person (as defined in the Code) and (ii) the Member will notify the Company within 60 days of any change of such status. The Member agrees to properly execute and provide to the Company in a timely manner any tax documentation that may be reasonably required by the Managing Member.

20. Certain Tax Matters .

(a) The Managing Member shall cause to be prepared all federal, state and local tax returns of the Company for each year for which such returns are required to be filed and, after approval of such returns by the Managing Member, shall cause such returns to be timely filed. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. Each Member agrees that he shall not, unless he provides prior notice of such action to the Company, (i) treat, on his individual income tax returns, any item of income, gain, loss, deduction or credit relating to his interest in the Company in a manner inconsistent with the treatment of such item by the Company as reflected on the Form K-1 or other information statement furnished by the Company to such Member for use in preparing his income tax returns or (ii) file any claim for refund relating to any such item based on, or which would result in, such inconsistent treatment. In respect of an income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Company, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Tax Matters Member (as defined below) shall be authorized to act for, and his

decision shall be final and binding upon, the Company and all Members except to the extent a Member shall properly elect to be excluded from such proceeding pursuant to the Code, (B) all expenses incurred by the Tax Matters Member in connection therewith (including, without limitation, attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of the Company and (C) no Member shall have the right to (1) participate in the audit of any Company tax return, (2) file any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Company (unless he provides prior notice of such action to the Company as provided above), (3) participate in any administrative or judicial proceedings conducted by the Company or the Tax Matters Member arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, or (4) appeal, challenge or otherwise protest any adverse findings in any such audit conducted by the Company or the Tax Matters Member or with respect to any such amended return or claim for refund filed by the Company or the Tax Matters Member or in any such administrative or judicial proceedings conducted by the Company or the Tax Matters Member. The Company and each Member hereby designate any Member selected by the Managing Member as the “tax matters partner” for purposes of Section 6231(a)(7) of the Code (the “ Tax Matters Member ”). To the fullest extent permitted by applicable law, each Member agrees to indemnify and hold harmless the Company and all other Members from and against any and all liabilities, obligations, damages, deficiencies and expenses resulting from any breach or violation by such Member of the provisions of this Section 20 and from all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees and disbursements, incident to any such breach or violation. The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes, and no election to the contrary shall be made.

(b) To the extent the Company reasonably believes that it is required by law to withhold or to make tax payments on behalf of or with respect to any Member or the Company is subjected to tax itself by reason of the status of any Member (“ Tax Advances ”), the Company may withhold such amounts and make such tax payments as so required, shall promptly pay the Tax Advances so withheld to the applicable taxing authority and shall promptly deliver to such Member a certified copy of an original official receipt received by the Company, or other reasonable evidence, showing such payment. All Tax Advances made on behalf of a Member (other than Tax Advances in respect of amounts previously withheld from distributions to such Member) shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member. For all purposes of this Agreement such Member shall be treated as having received the amount of the distribution that is equal to the Tax Advance. If the Company shall distribute an amount to a Member and subsequently determine that it was required to, but did not, withhold taxes on such amount, the applicable Member shall promptly, after notification by the Company, reimburse the Company for such withholding tax (but not for any associated penalties, interests or additions to tax). The Company shall promptly pay the applicable tax authority the amount required to be withheld and shall furnish the applicable Member with a copy of an official receipt for such withholding.

(c) To the fullest extent permitted by law, each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Member.

21. Ownership and Use of Names. The Company acknowledges that Blackstone TM L.L.C. (“ TM ”), a Delaware limited liability company with a principal place of business at 345 Park Avenue, New York, New York 10154, (or its successors or assigns) is the sole and exclusive owner of the mark and name BLACKSTONE and that the ownership of, and the right to use, sell or otherwise dispose of, the firm name or any abbreviation or modification thereof which consists of or includes BLACKSTONE, shall belong exclusively to TM, which company (or its predecessors, successors or assigns) has licensed the Company to use BLACKSTONE in its name. The Company acknowledges that TM owns the service mark BLACKSTONE for various services and that the Company is using the BLACKSTONE mark and name on a non-exclusive, non-sublicensable and non-assignable basis in connection with its business and authorized activities with the permission of TM. All services rendered by the Company under the BLACKSTONE mark and name will be rendered in a manner and with quality levels that are consistent with the high reputation heretofore developed for the BLACKSTONE mark by TM and its affiliates and licensees. The Company understands that TM may terminate its right to use BLACKSTONE at any time in TM’s sole discretion by giving the Company written notice of termination. Promptly following any such termination, the Company will take all steps necessary to change its company name to one which does not include BLACKSTONE or any confusingly similar term and cease all use of BLACKSTONE or any term confusingly similar thereto as a service mark or otherwise.

22. Exculpation and Indemnification .

(a) Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Member nor any of such Member’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Company or any of its affiliates (individually, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall be liable to the Company or any other Member for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause (as defined above, and as applied to any Covered Person mutatis mutandis )), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Company and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Company, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Member or the Company. To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, to the fullest extent permitted by law,

such Member acting under this Agreement shall not be liable to the Company or to any such other Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by the Member, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Member.

(b) (i) To the fullest extent permitted by law, the Company shall indemnify and hold harmless (but only to the extent of the Company’s assets (including, without limitation, the remaining commitments of the Member to make capital contributions to the Company) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, “ Losses ”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Company or which relate to or arise out of or in connection with the Company, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any act or omission of such Covered Person constituting “Cause” (as defined above)); provided , that a Covered Person shall not be entitled to indemnification under this Section with respect to any claim, issue or matter if there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interest of the Company and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful; provided further , that if such Covered Person is a Member or a withdrawn Member, such Covered Person shall bear its share of such Losses in accordance with such Covered Person’s Profit Sharing Percentage in the Company as of the time of the actions or omissions that gave rise to such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, a Member) in defending any claim, demand, action, suit or proceeding may, with the approval of a majority-in-interest of the Members, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section, and the Company and its affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Company and such affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. If a Member institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Member shall be responsible, up to the amount of such Member’s interests and remaining capital contribution commitment, for such Member’s pro rata share of the Company’s expenses related to such indemnity obligation, as determined by a majority-in-interest of the Members. The Company may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Members shall not be personally obligated with respect to indemnification pursuant to this Section 22.

(ii) (A) Notwithstanding anything to the contrary herein, for greater certainty, it is understood and/or agreed that the Company’s obligations hereunder are not intended to render the Company as a primary indemnitor for purposes of the indemnification, advancement of expenses and related provisions under applicable law governing a particular Portfolio Entity (as defined below) through which an investment is directly or indirectly held. It is further understood and/or agreed that a Covered Person shall first seek to be so indemnified and have such expenses advanced in the following order of priority: first out of proceeds available in respect of applicable insurance policies maintained by any Issuer or any other entity in which the Company may invest, directly or indirectly (each, a “ Portfolio Entity ”), and second by the applicable Portfolio Entity through which such investment is directly or indirectly held (only to the extent the foregoing sources are exhausted).

(B) The Company’s obligation, if any, to indemnify or advance expenses to any Covered Person shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from the applicable Portfolio Entity (including by virtue of any applicable insurance policies maintained thereby), and to the extent the Company (or any affiliate thereof) pays or causes to be paid any amounts that should have been paid by the applicable Portfolio Entity (including by virtue of any applicable insurance policies maintained thereby), it is agreed among the Members that the Company shall have a subrogation claim against such Portfolio Entity in respect of such advancement or payments. The Managing Member and the Company shall be specifically empowered to structure any such advancement or payment as a loan or other arrangement (except for a loan to an executive officer of The Blackstone Group L.P. or any of its affiliates, which shall not be permitted) as the Managing Member may determine necessary or advisable to give effect to or otherwise implement the foregoing.

23. Confidentiality . By executing this Agreement, each Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company, to maintain the confidentiality of, and not to disclose to any person other than the Company, another Member or a person designated by the Company, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Company that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self regulatory organization having jurisdiction; provided , that any corporate Member may disclose any such information it is required by law, rule, regulation or custom to disclose. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulation Section 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Members or any existing or future investor (or any affiliate thereof) in any of the Members, or (b) any investment or transaction entered into by the Members; (2) any performance information relating to any of the Members or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Members, does not constitute such tax treatment or tax structure information.

24. Power of Attorney . Each Member hereby irrevocably appoints the Managing Member as such Member’s true and lawful representative and attorney in fact, each acting alone, in such Member’s name, place and stead, to make, execute, sign and file all instruments, documents and certificates which, from time to time, may be required to set forth any amendment to this Agreement or may be required by this Agreement or by the laws of the United States, the State of Delaware or any other state in which the Company shall determine to do business, or any political subdivision or agency thereof, to execute, implement and continue the valid and subsisting existence of the Company. Such power of attorney is coupled with an interest and shall survive and continue in full force and effect notwithstanding the subsequent withdrawal from the Company of any Member for any reason and shall not be affected by the subsequent disability or incapacity of such Member

25. Jurisdiction .

(a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph 25(a) above, the Managing Member may bring, or may cause the Company to bring, on behalf of the Managing Member or the Company or on behalf of one or more Members, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph 25(b), each Member (i) expressly consents to the application of paragraph (c) of this Section 25 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Managing Member as such Member’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon any such agent, who shall promptly advise such Member of any such service of process, shall be deemed in every respect effective service of process upon the Member in any such action or proceeding.

(c) (i) EACH MEMBER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 25, OR ANY JUDICIAL PROCEEDING ANCILLARY TO

AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum(s) designated by this paragraph 25(c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section 25 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 25 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “ Delaware Arbitration Act ”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 25, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 25. In that case, this Section 25 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 25 shall be construed to omit such invalid or unenforceable provision.

26. Counterparts . This Agreement may be executed in several counterparts, all of which will together constitute a single agreement among the parties.

* * *

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Limited Liability Company Agreement as of the date first above written.


MANAGING MEMBER:

BLACKSTONE HOLDINGS I L.P.

By: Blackstone Holdings I/II GP Inc., its general partner

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Chief Legal Officer

Exhibit 10.2

AMENDED AND RESTATED AGREEMENT OF

EXEMPTED LIMITED PARTNERSHIP

BLACKSTONE INNOVATIONS (CAYMAN) III L.P.

Dated November 2, 2012

AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP, dated November 2, 2012 of Blackstone Innovations (Cayman) III L.P., a Cayman Islands exempted limited partnership (the “ Partnership ”), by and between Blackstone Innovations III L.L.C., a Delaware limited liability company, as general partner (the “ General Partner ”), and Walkers Nominees Limited (the “ Initial Limited Partner ”), as initial limited partner, and the persons listed as Limited Partners in the books and records of the Partnership, as limited partners.

WHEREAS, the General Partner and the Initial Limited Partner entered into an Exempted Limited Partnership Agreement dated November 1, 2012 (the “ Original Agreement ”) and formed an exempted limited partnership pursuant to and in accordance with the Exempted Limited Partnership Law (as amended) of the Cayman Islands (the “ ELP Law ”) under the name of Blackstone Innovations (Cayman) III L.P.;

WHEREAS, Blackstone Holdings III L.P. is the sole member (the “ Sole Member ”) of the General Partner;

HEREAS, each of the Sole Member and the General Partner currently owns, and may in the future acquire, Securities of one or more Issuers (as each of such terms is defined below);

WHEREAS, each of the Sole Member and the General Partner expects to expects to assign and transfer to the Partnership the Securities of one or more Issuers, or cash or other assets, on one or more occasions on or after the date of this Agreement, in each case in consideration for Interests (as defined below) to be issued to the General Partner, as reflected in the books and records of the Partnership;

WHEREAS, each of the Limited Partners (defined below) desires to contribute cash to the Partnership on one or more occasions on or after the date of this Agreement, in each case in consideration for Interests, as reflected in the books and records of the Partnership; and

WHEREAS, the Partnership may also acquire Securities or other assets from third parties;

WHEREAS, in order to amend the Partnership’s Original Agreement to reflect certain changes thereto and to reflect the withdrawal of the Initial Limited Partner, the parties hereto wish to amend and restate the Original Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and intending to be legally bound, the parties hereto hereby agree that the Original Agreement shall be amended and restated in its entirety as follows:

1. Purpose . (a) The purpose of the Partnership shall be (i) (i) acquire and invest in Securities, Investments (as defined below) and/or other assets, and (ii) to engage in any lawful activity for which exempted limited partnerships may be formed under the ELP Law.

(b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:

(i) to acquire and invest in Securities, Investments and/or other assets and to be and become a general or limited partner of partnerships, a member of limited liability companies, an owner or holder of shares or common, preferred or other capital stock of companies or corporations, an owner or holder of equity interests in other entities and/or an owner or holder of warrants or other rights to acquire any of the foregoing;

(ii) to open, maintain and close accounts, including margin accounts, with brokers;

(iii) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;

(v) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient, advisable or incident to carrying out its purposes;

(vi) to sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;

(vii) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and

(viii) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under the laws of the Cayman Islands.

Without limiting the foregoing, the General Partner shall have the power, for and on behalf of the Partnership, to incur indebtedness, grant guarantees and grant security interests in respect of any assets of the Partnership.

2. Formation; Term .

(a) The Partnership was formed and registered as an exempted limited partnership pursuant to the ELP Law and is hereby continued as an exempted limited partnership pursuant to the ELP Law and shall conduct its activities under the name of Blackstone Innovations (Cayman) III L.P. The General Partner shall have the power to change the name of the Partnership at any time, and shall thereupon file the requisite notice pursuant to the ELP Law. The General Partner is further authorized to execute and deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business.

(b) The Partnership was established upon the filing of a statement pursuant to section 9 of the ELP Law, and the term of the Partnership shall continue until December 31, 2062, unless earlier wound up, dissolved and terminated in accordance with this Agreement and the ELP Law.

3. Registered Office; Place of Business; Withdrawal of Initial Limited Partner .

(a) The registered office of the Partnership is Intertrust Corporate Services (Cayman) Limited, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands, or such other place or places in the Cayman Islands as may from time to time be designated by the General Partner. The Partnership may maintain an office and principal place of business at such place or places as may from time to time be designated by the General Partner.

(b) Upon the admission of one or more Limited Partners to the Partnership, the Initial Limited Partner shall (a) receive a return of any capital contribution made by it to the Partnership, (b) withdraw as a partner of the Partnership, and (c) have no further right, interest or obligation of any kind whatsoever as a Partner in the Partnership.

4. Partners . The Partners may be General Partners or Limited Partners. The General Partner as of the date hereof is Blackstone Innovations III L.L.C. The Limited Partners shall be as shown on the books and records of the Partnership which shall be maintained in accordance with the ELP Law.

5. Management of the Partnership .

(a) The General Partner shall have the powers, rights, obligations and liabilities of a general partner pursuant to the ELP Law (including section 4(2) of the ELP Law); and without limiting the foregoing, the management, conduct, control and operation of the Partnership (including the power to purchase and dispose of Investments) and the formulation and execution of business and investment policy shall be vested in the General Partner. The General Partner shall, in the General Partner’s discretion, exercise all powers necessary and convenient for the purposes of the Partnership on behalf and in the name of the Partnership, and all decisions and determinations (howsoever described herein) to be made by the General Partner pursuant to this Agreement shall be made in the General Partner’s discretion, subject only to the express terms and conditions of this Agreement. A General Partner may not be removed without its consent.

(b) Except as may be expressly required or permitted by the ELP Law, Limited Partners as such shall have no right to, and shall not, take part in the management, conduct or control of the Partnership’s business or act for or bind the Partnership, and shall have only the rights and powers granted to Limited Partners herein or in the ELP Law.

(c) Notwithstanding any other provision in this Agreement, the General Partner, from time to time, may admit one or more additional persons to the Partnership as limited partners (each such person, together with the limited partners as of the date hereof, the “ Limited Partners ” and each a “ Limited Partner ”).

6. Interests .

(a) The Interests (as defined below) of a Partner with respect to an Investment shall be issued to such Partner upon the making by such Partner of a capital contribution related to such Investment, as provided in Section 9.

(b) The General Partner shall account for each Investment and for a Partner’s Interests with respect to each Investment separately from any other Investment and separately from such Partner’s Interests with respect to any other Investment. Each of the following shall be calculated and/or determined by the General Partner for a particular Investment and for each Partner’s Interests with respect to a particular Investment separately from the corresponding calculation or determination for any other Investment and for such Partner’s Interests with respect to any other Investment (in each case, in the General Partner’s reasonable good faith judgment): (i) the profit sharing percentage (each a “ Profit Sharing Percentage ”) with respect to such Investment; (ii) the value of any capital contribution related to such Investment pursuant to Section 9; (iii) the distributions and allocations in respect of such Interests pursuant to Sections 11 and 12; and (iv) the terms and conditions relating to vesting of such Interests and the Fair Market Value (as defined below) of such Interests, in each case pursuant to Section 17.

“ Investment ” means the Partnership’s interest in the Securities of a particular Issuer and/or the Partnership’s investment in other assets.

“ Interests ” of a Partner with respect to an Investment means such Partner’s exempted limited partnership interests in the Partnership with respect to such Investment, which reflects such Partner’s indirect interest through the Partnership in such Investment.

7. Representations of the Limited Partners . Each Limited Partner by execution of this Agreement (or by otherwise becoming bound by the terms and conditions hereof as provided herein or in the ELP Law) represents and warrants to every other Partner and to the Partnership, except as may be waived by the General Partner, that such Limited Partner is acquiring each of such Limited Partner’s Interests for such Limited Partner’s own account for investment and not with a view to resell or distribute the same or any part hereof, and that no other person has any interest in any such interest or in the rights of such Limited Partner hereunder; provided , that a Limited Partner may choose to make transfers for estate and charitable planning purposes (in accordance with the terms hereof). Each Limited Partner represents and warrants that such Limited Partner understands that the Interests have not been registered under the Securities Act of 1933 and therefore such Interests may not be resold without registration under the Securities Act of 1933 or exemption from such registration, and that accordingly such Limited Partner must bear the economic risk of an investment in the Partnership for an indefinite period of time. Each Limited Partner represents that such Limited Partner has such knowledge and experience in financial and business matters, that such Limited Partner is capable of evaluating the merits and risks of an investment in the Partnership, and that such Limited Partner is able to bear the economic risk of such investment. Each Limited Partner represents that such Limited Partner’s overall commitment to the Partnership and other investments which are not readily marketable is not disproportionate to the Limited Partner’s net worth and the Limited Partner has no need for liquidity in the Limited Partner’s investment in Interests. Each Limited Partner represents that to the full satisfaction of the Limited Partner, the Limited Partner has been furnished any materials that such Limited Partner has requested relating to the Partnership, any investment and the offering of Interests and has been afforded the opportunity to ask questions of representatives of the Partnership concerning the terms and conditions of the offering of Interests and any matters pertaining to each investment and to obtain any other additional information relating thereto. Each Limited Partner represents that the Limited Partner has consulted to the extent deemed appropriate by the Limited Partner with the Limited Partner’s own advisers as to the financial, tax, legal and related matters concerning an investment in Interests and on that basis believes that an investment in the Interests is suitable and appropriate for the Limited Partner.

8. Winding-Up; Dissolution; Etc.

(a) The Partnership shall be required to be wound up and dissolved in accordance with this Section 8, pursuant to section 15(1) of the ELP Law, upon the occurrence of one or more of the following events:

(i) at the discretion of the General Partner, upon the service of a notice of winding up by the General Partner on each of the Limited Partners; or

(ii) upon the withdrawal by or resignation of the General Partner as the last remaining general partner of the Partnership which is registered as a company, limited partnership or registered foreign company in the Cayman Islands; or

(iii) upon the occurrence of any event leaving the General Partner as the sole partner of the Partnership.

(b) The affairs of the Partnership shall be wound up by the General Partner or such other person as the General Partner shall appoint, in each case in accordance with the ELP Law.

(c) Upon the completion of the winding up of the Partnership, a General Partner shall file with the Registrar any notice of dissolution required to be filed pursuant to the ELP Law. This agreement shall terminate upon the filing of the notice of dissolution in accordance with this Section 8(c).

9. Capital Contributions .

(a) As of the Contribution Date (as defined below) with respect to any Investment, each of the Limited Partners shall make a cash capital contribution to the Partnership related to such Investment, in an amount determined by the General Partner and agreed to by such Limited Partner and set forth in the books and records of the Partnership.

(b) As of the Contribution Date with respect to any Investment, the General Partner shall make (or the Sole Member or another person may make on behalf of the General Partner) either (i) an in-kind capital contribution (each an “ In-Kind Contribution ”) to the Partnership related to such Investment, which shall consist of Securities of an Issuer and/or other assets, as determined by the General Partner in its sole discretion (the “ Contributed Assets ”), or (ii) a cash capital contribution to the Partnership related to such Investment, in an amount determined by the General Partner in its sole discretion and set forth in the books and records of the Partnership.

Any Securities, cash or other assets transferred by the Sole Member to the Partnership shall be deemed to be contributed to the Partnership, as of the Contribution Date thereof , and, if in kind shall be deemed to be an In-Kind Contribution, and, if in cash ,shall be deemed to be a cash capital contribution, in either case made on behalf of, and as a capital contribution of, the General Partner.

Each In-Kind Contribution related to an Investment, and/or the Contributed Assets included therein, shall be valued as of a date (the “ Valuation Date ” with respect to such Investment) determined by the General Partner in its reasonable good faith judgment and set forth in the books and records of the Partnership (which shall be the Contribution Date with respect to such Investment, unless otherwise determined by the General Partner), at an amount determined by the General Partner in its reasonable good faith judgment and set forth in the books and records of the Partnership; provided that each In-Kind Contribution related to an Investment shall be effective as of the Contribution Date with respect to such Investment, regardless of whether the instruments of transfer of such Contributed Assets to the Partnership are executed and delivered before, on or after such Contribution Date.

The “ Contribution Date ” with respect to an Investment shall be the date as of which any capital contribution related to such Investment shall be deemed to be made and effective, as determined by the General Partner in its reasonable good faith judgment and set forth in the books and records of the Partnership.

If the Partnership acquires Securities or other assets from third parties, then the General Partner and/or the Limited Partners shall make capital contributions, in cash or otherwise, in respect of the acquisition thereof, and such capital contributions shall be deemed to be related to the Investment that includes such Securities or other assets, as determined by the General Partner in its reasonable good faith judgment and set forth in the books and records of the Partnership.

The General Partner shall determine, in its reasonable good faith judgment, the Investment to which a particular capital contribution relates, and such determination shall be set forth in the books and records of the Partnership.

10. Capital Accounts .

(a) There shall be established for each Partner on the books and records of the Partnership, to the extent and at such times as may be appropriate, one or more capital accounts (each, a “ Capital Account ”) as the General Partner may deem to be appropriate in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv). The initial balance of each Partner’s Capital Account is reflected in the books and records of the Partnership. Each Capital Account shall be maintained for the relevant Partner and shall be (i) credited by such Partner’s capital contributions to the Partnership and any net income allocated to such Partner in accordance with Section 12 and (ii) debited by any distributions to such Partner pursuant to Section 11 and any net losses allocated to such Partner in accordance with Section 12. In the case of any in-kind distributions, the relevant Capital Account(s) shall be adjusted as if the asset distributed had been sold in a taxable transaction and the proceeds distributed in cash. In the event of any transfer of any Interest in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

(b) All determinations, valuations and other matters of judgment required to be made for accounting purposes under this Agreement shall be made by the General Partner. Such approved determinations, valuations and other accounting matters shall be conclusive and binding on all Partners, all withdrawn Partners, their successors, heirs, estates or legal representatives and any other person, and to the fullest extent permitted by law no such person shall have the right to an accounting or an appraisal of the assets of the Partnership or any successor thereto.

11. Distributions .

(a) All distributions of cash or other assets of the Partnership shall be calculated and determined by the General Partner in respect of the Partners’ Interests with respect to a particular Investment separately from the calculation and determination of distributions to be made in respect of the Partners’ Interests with respect to any other Investment. All distributions of cash or other assets of the Partnership in respect of the Partners’ Interests with respect to a particular Investment shall be made: (1) first, to the Partners pro rata in accordance with their respective capital contributions related to such Investment until each Partner has received an amount equal to such capital contributions, (2) second, if so determined by the General Partner in its sole discretion, to the General Partner, until the General Partner has received a preferred return on its capital contributions to the Partnership related to such

Investment, at the rate specified by the General Partner in its sole discretion and set forth in the books and records of the Partnership from time to time, and (3) third, to the Partners pro rata in accordance with their respective Profit Sharing Percentages with respect to such Investment, as determined by the General Partner and set forth in the books and records of the Partnership; provided that, for the avoidance of doubt, for all purposes of this Section 11(a), any In-Kind Contribution of the General Partner related to any Investment shall be valued at an amount equal to the value thereof as of the Valuation Date with respect to such Investment, such value to be determined as provided in Section 9(b) hereof.

(b) To the extent the Partnership receives distributions from any Issuer which are intended to allow holders of securities of the Issuer to pay tax liabilities associated with income allocable to such holders of securities (a “ Tax Distribution ”), the Partnership shall make a corresponding Tax Distribution to each Partner pro rata based on such Partner’s share of allocable taxable income. Tax Distributions shall reduce and be counted as a distribution upon subsequent distributions to which Partners are otherwise entitled.

12. Allocations of Profits and Losses .

(a) Profits and losses of the Partnership for each fiscal year to be allocated to the Capital Accounts of the Partners shall be calculated and determined by the General Partner in respect of the Partners’ Interests with respect to a particular Investment separately from the calculation and determination of any such allocation to be made in respect of the Partners’ Interests with respect to any other Investment. Profits and losses of the Partnership for each fiscal year in respect of the Partners’ Interests with respect to a particular Investment shall be allocated among the Capital Accounts of the Partners in a manner that as closely as possible gives economic effect to the provisions of Section 11 and other relevant provisions hereof.

(b) Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(i)), if any, of the Partnership shall be allocated for each fiscal year to the Partner that bears the economic risk of loss within the meaning of Treasury Regulations Section 1.704-2(i), and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), if any, shall be allocated to and among the Partners in accordance with their relative Profit Sharing Percentages.

(d) Any allocations required to be made pursuant to Sections 12(b) or (c) (the “Regulatory Allocations”) (other than allocations, the effect of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 12 so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the amount that would have been allocated to each Partner pursuant to Section 12 had such Regulatory Allocations not occurred.

(e) Tax Allocations. All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for federal, state and local income tax purposes consistent with the manner that the corresponding constituent items shall be allocated among the Partners pursuant to this section, except as may otherwise be provided herein or by the Code.

13. Liability of Partners .

(a) General Partners shall, in the event that the assets of the Partnership are inadequate, be liable for all debts and obligations of the Partnership in accordance with the ELP Law.

(b) Each Limited Partner and former Limited Partner shall be liable for the satisfaction and discharge of all losses, liabilities and expenses of the Partnership allocable to such Limited Partner pursuant to Section 12 hereof, but only to the extent required by applicable law, subject to the ELP Law, and in no event shall any Limited Partner or former Limited Partner be obligated to make any additional capital contribution to the Partnership in excess of such Limited Partner’s capital contributions pursuant to Section 9 hereof, or have any liability in excess of such capital contributions, except pursuant to the ELP Law.

14. Withdrawals of Capital . No Partner may withdraw capital related to such Partner’s Interests in the Partnership except (a) for distributions of cash or other property pursuant to Section 11, (b) as otherwise expressly provided in this Agreement or (c) as determined by the General Partner.

15. Authorization . The General Partner, and any other person designated by the General Partner is hereby authorized and empowered, as an authorized person of the General Partner within the meaning of the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended, or otherwise (the General Partner hereby authorizing and ratifying any of the following actions):

(a) to sign, execute and deliver and/or file the registered particulars of the Partnership pursuant to Section 9 of the ELP Law, any other documents in respect of the registered particulars of the Partnership (including, without limitation, statements to be filed pursuant to Section 10 of the ELP Law), the exempted limited partnership agreement of the Partnership, and any other agreements, certificates, notices, applications and other documents (and any amendments, supplements, restatements and/or other modifications of any of the foregoing) of the Partnership, including, without limitation, any of the foregoing that may be filed with any government or governmental or regulatory body and/or that may be necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership desires to do business; and

(b) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (i) such agreements, instruments, certificates and other documents as may be necessary or desirable in furtherance of the Partnership’s purposes, (ii) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Partnership, (iii) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Partnership, and all checks, notes, drafts and other documents of the Partnership that may be required in connection with any such bank account or any banking facilities or services that may be utilized by the Partnership, (iv) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 15, each acting individually, shall be deemed to have been adopted by the Partners for all purposes), and (v) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person (other than the General Partner) in this Section 15 may be revoked at any time by the General Partner by an instrument in writing signed by the General Partner.

16. Transfers . A Partner may transfer all or any part of its Interests in the Partnership only with the prior written consent of the General Partner (which consent may be given or withheld in the General Partner’s sole discretion), and any permitted transferee of an Interest shall be admitted as a substitute Partner only with the prior written consent of the General Partner (which consent may be given or withheld in the General Partner’s sole discretion).

17. Repurchase of Interests; Vesting .

(a) If a Limited Partner ceases to be an employee (including, without limitation, a Senior Managing Director) of Blackstone (as hereinafter defined) for any reason (excluding death or total disability, but including, without limitation, resignation, retirement or termination, with or without Cause (as hereinafter defined)), then from and after the time such Limited Partner so ceases to be such an employee, such Limited Partner shall no longer be, or be deemed to be, an “ Active Employee ” for purposes of this Agreement.

(b) Any Interests of a Limited Partner with respect to an Investment shall become vested in accordance with the terms and conditions relating to the vesting of such Interests with respect to such Investment, as determined by the General Partner in its sole discretion and set forth in the books and records of the Partnership. Any Interests of a Limited Partner with respect to a particular Investment that have vested in accordance with such terms and conditions relating to the vesting of such Interests (as so determined), are herein called “ Vested Interests ” with respect to such Investment. and any Interests of a Limited Partner with respect to a particular Investment that have not vested in accordance with such terms and conditions relating to the vesting of such Interests (as so determined) are herein called “ Unvested Interests ” with respect to such Investment.

(c) If a Limited Partner ceases to be an Active Employee, the General Partner may, in its sole discretion, by notice to such Limited Partner within 45 days after his/her ceasing to be an Active Employee of Blackstone, or at any time thereafter upon 30 days written notice, cause the General Partner or another person designated by the General Partner (who may be itself another Limited Partner or an affiliate of the General Partner) to purchase, and such Limited Partner to sell, for cash:

(i) in the event that such Limited Partner ceases to be an Active Employee for any reason other than termination for Cause (as hereinafter defined), (A) all (but not less than all) of such Limited Partner’s Unvested Interests with respect to a particular Investment for a price equal to the Interest Purchase Price (as hereinafter defined) with respect to such purchase, and/or (B) all (but not less than all) of such Limited Partner’s Vested Interests with respect to a particular Investment for a price equal to the Fair Market Value of such Interests; and

(ii) in the event that such Limited Partner ceases to be an Active Employee because such Limited Partner is terminated for Cause, all (but not less than all) of such Limited Partner’s Unvested Interests with respect to a particular Investment and Vested Interests with respect to a particular Investment, in each case for a price equal to the Interest Purchase Price with respect to such purchase.

“ Blackstone ” means, collectively, The Blackstone Group L.P. and its affiliates (including, without limitation, the Partnership and the General Partner).

The “ Interest Purchase Price ” with respect to any purchase of the Interests of a Limited Partner with respect to a particular Investment pursuant to this Section 17 means the lower of (A) the original cost of such Interests to such Limited Partner (which shall be, unless the circumstances otherwise require, the aggregate capital contributions of such Limited Partner related to such Interests), or (B) the Fair Market Value of such Interests.

The “ Fair Market Value ” of any Interests purchased pursuant to this Section 17 means the fair market value of such Interests, as determined in the reasonable good faith judgment of the General Partner as of the last day of the latest fiscal quarter of the Partnership ending on or before the date on which such Interests are so purchased.

“ Cause ” means the occurrence or existence of any of the following with respect to any Limited Partner, as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by such Limited Partner of any provision of any non-competition agreement with Blackstone, (x) any material breach by such Limited Partner of this Agreement or any rules or regulations applicable to such Limited Partner that are established by Blackstone, (y) such Limited Partner’s deliberate failure to perform his or her duties to Blackstone, or (z) such Limited Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to Blackstone in a material way as determined by the General Partner; provided , that in the case of any of the events in the foregoing clauses (w), (x), (y) and (z), the General Partner has given such Limited Partner written notice (a “ Notice of Breach ”) within fifteen (15) days after the General Partner becomes aware of such event and such Limited Partner fails to cure, in a manner reasonably satisfactory to the General Partner, such breach, failure to perform or conduct

or behavior within fifteen (15) days after receipt by such Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen (15) days, as shall be reasonably required for such cure, provided that such Limited Partner is diligently pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against Blackstone; or (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Limited Partner individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement).

18. Tax Information . Each Partner certifies that (A) if the Partner is a United States person (as defined in the Code) (x) (i) the Partner’s name, social security number (or, if applicable, employer identification number) and address provided to the Partnership and its affiliates pursuant to an IRS Form W-9, Payer’s Request for Taxpayer Identification Number Certification (“ W-9 ”) or otherwise are correct and (ii) the Partner will complete and return a W-9, and (y) (i) the Partner is a United States person (as defined in the Code) and (ii) the Partner will notify the Partnership within 60 days of a change to foreign (non-United States) status or (B) if the Partner is not a United States person (as defined in the Code) (x) (i) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding (“ W-8BEN ”) or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S. Branches for United States Tax Withholding (“ W-8IMY ”), or otherwise is correct and (ii) the Partner will complete and return the applicable IRS form, including but not limited to a W-8BEN or W-8IMY, and (y) (i) the Partner is not a United States person (as defined in the Code) and (ii) the Partner will notify the Partnership within 60 days of any change of such status. The Partner agrees to properly execute and provide to the Partnership in a timely manner any tax documentation that may be reasonably required by the General Partner.

19. Certain Tax Matters .

(a) The General Partner shall cause to be prepared all federal, state and local tax returns of the Partnership for each year for which such returns are required to be filed and, after approval of such returns by the General Partner, shall cause such returns to be timely filed. The General Partner shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership and the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. The General Partner may cause the Partnership to make or refrain from making any and all elections permitted by such tax laws. Each Partner agrees that he shall not, unless he provides prior notice of such action to the Partnership, (i) treat, on his individual income tax returns, any item of income, gain, loss, deduction or credit relating to his interest in the Partnership in a manner inconsistent with the treatment of such item by the Partnership as reflected on the Form K-1 or other information statement furnished by the Partnership to such

Partner for use in preparing his income tax returns or (ii) file any claim for refund relating to any such item based on, or which would result in, such inconsistent treatment. In respect of an income tax audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Tax Matters Partner (as defined below) shall be authorized to act for, and his decision shall be final and binding upon, the Partnership and all Partners except to the extent a Partner shall properly elect to be excluded from such proceeding pursuant to the Code, (B) all expenses incurred by the Tax Matters Partner in connection therewith (including, without limitation, attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of the Partnership and (C) no Partner shall have the right to (1) participate in the audit of any Partnership tax return, (2) file any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership (unless he provides prior notice of such action to the Partnership as provided above), (3) participate in any administrative or judicial proceedings conducted by the Partnership or the Tax Matters Partner arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, or (4) appeal, challenge or otherwise protest any adverse findings in any such audit conducted by the Partnership or the Tax Matters Partner or with respect to any such amended return or claim for refund filed by the Partnership or the Tax Matters Partner or in any such administrative or judicial proceedings conducted by the Partnership or the Tax Matters Partner. The Partnership and each Partner hereby designate any Partner selected by the General Partner as the “tax matters partner” for purposes of Section 6231(a)(7) of the Code (the “ Tax Matters Partner ”). To the fullest extent permitted by applicable law, each Partner agrees to indemnify and hold harmless the Partnership and all other Partners from and against any and all liabilities, obligations, damages, deficiencies and expenses resulting from any breach or violation by such Partner of the provisions of this Section 19 and from all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees and disbursements, incident to any such breach or violation. The Partners intend for the Partnership to be treated as a partnership for U.S. federal income tax purposes, and no election to the contrary shall be made.

(b) To the extent the Partnership reasonably believes that it is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the Partnership may withhold such amounts and make such tax payments as so required, shall promptly pay the Tax Advances so withheld to the applicable taxing authority and shall promptly deliver to such Partner a certified copy of an original official receipt received by the Partnership, or other reasonable evidence, showing such payment. All Tax Advances made on behalf of a Partner (other than Tax Advances in respect of amounts previously withheld from distributions to such Partner) shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. If the Partnership shall distribute an amount to a Partner and subsequently determine that it was

required to, but did not, withhold taxes on such amount, the applicable Partner shall promptly, after notification by the Partnership, reimburse the Partnership for such withholding tax (but not for any associated penalties, interests or additions to tax). The Partnership shall promptly pay the applicable tax authority the amount required to be withheld and shall furnish the applicable Partner with a copy of an official receipt for such withholding.

(c) To the fullest extent permitted by law, each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such Partner.

20. Ownership and Use of Names. The Partnership acknowledges that Blackstone TM L.L.C. (“ TM ”), a Delaware limited liability company with a principal place of business at 345 Park Avenue, New York, New York 10154, (or its successors or assigns) is the sole and exclusive owner of the mark and name BLACKSTONE and that the ownership of, and the right to use, sell or otherwise dispose of, the firm name or any abbreviation or modification thereof which consists of or includes BLACKSTONE, shall belong exclusively to TM, which company (or its predecessors, successors or assigns) has licensed the Partnership to use BLACKSTONE in its name. The Partnership acknowledges that TM owns the service mark BLACKSTONE for various services and that the Partnership is using the BLACKSTONE mark and name on a non-exclusive, non-sublicensable and non-assignable basis in connection with its business and authorized activities with the permission of TM. All services rendered by the Partnership under the BLACKSTONE mark and name will be rendered in a manner and with quality levels that are consistent with the high reputation heretofore developed for the BLACKSTONE mark by TM and its affiliates and licensees. The Partnership understands that TM may terminate its right to use BLACKSTONE at any time in TM’s sole discretion by giving the Partnership written notice of termination. Promptly following any such termination, the Partnership will take all steps necessary to change its company name to one which does not include BLACKSTONE or any confusingly similar term and cease all use of BLACKSTONE or any term confusingly similar thereto as a service mark or otherwise.

21. Exculpation and Indemnification .

(a) Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its affiliates (individually, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause (as defined above, and as applied to any Covered Person mutatis mutandis )), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Partnership and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe

that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Partnership, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Partner otherwise existing at law or in equity, are agreed by the Partner, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner.

(b) (i) To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless (but only to the extent of the Partnership’s assets (including, without limitation, the remaining commitments of the Partner to make capital contributions to the Partnership) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, “ Losses ”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Partnership or which relate to or arise out of or in connection with the Partnership, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any act or omission of such Covered Person constituting “Cause” (as defined above)); provided , that a Covered Person shall not be entitled to indemnification under this Section with respect to any claim, issue or matter if there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interest of the Partnership and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful; provided further , that if such Covered Person is a Partner or a withdrawn Partner, such Covered Person shall bear its share of such Losses in accordance with such Covered Person’s Profit Sharing Percentage in the Partnership as of the time of the actions or omissions that gave rise to such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, a Partner) in defending any claim, demand, action, suit or proceeding may, with the approval of a majority-in-interest of the Partners, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section, and the Partnership and its affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Partnership and such affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. If

a Partner institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Partner shall be responsible, up to the amount of such Partner’s interests and remaining capital contribution commitment, for such Partner’s pro rata share of the Partnership’s expenses related to such indemnity obligation, as determined by a majority-in-interest of the Partners. The Partnership may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Partners shall not be personally obligated with respect to indemnification pursuant to this Section 22.

(ii) (A) Notwithstanding anything to the contrary herein, for greater certainty, it is understood and/or agreed that the Partnership’s obligations hereunder are not intended to render the Partnership as a primary indemnitor for purposes of the indemnification, advancement of expenses and related provisions under applicable law governing a particular Portfolio Entity (as defined below) through which an investment is directly or indirectly held. It is further understood and/or agreed that a Covered Person shall first seek to be so indemnified and have such expenses advanced in the following order of priority: first out of proceeds available in respect of applicable insurance policies maintained by any Issuer or any other entity in which the Partnership may invest, directly or indirectly (each, a “ Portfolio Entity ”), and second by the applicable Portfolio Entity through which such investment is directly or indirectly held (only to the extent the foregoing sources are exhausted).

(B) The Partnership’s obligation, if any, to indemnify or advance expenses to any Covered Person shall be reduced by any amount that such Covered Person may collect as indemnification or advancement from the applicable Portfolio Entity (including by virtue of any applicable insurance policies maintained thereby), and to the extent the Partnership (or any affiliate thereof) pays or causes to be paid any amounts that should have been paid by the applicable Portfolio Entity (including by virtue of any applicable insurance policies maintained thereby), it is agreed among the Partners that the Partnership shall have a subrogation claim against such Portfolio Entity in respect of such advancement or payments. The General Partner and the Partnership shall be specifically empowered to structure any such advancement or payment as a loan or other arrangement (except for a loan to an executive officer of The Blackstone Group L.P. or any of its affiliates, which shall not be permitted) as the General Partner may determine necessary or advisable to give effect to or otherwise implement the foregoing.

22. Confidentiality . By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person designated by the Partnership, any information relating to the business, financial structure, financial position or financial results, clients or affairs of the Partnership that shall not be generally known to the public or the securities industry, except as otherwise required by law or by any regulatory or self-regulatory organization having jurisdiction; provided , that any corporate Partner may disclose any such information it is required by law, rule, regulation or custom to disclose. Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulation Section 1.6011-4(b)(3)(i), each Partner (and any employee, representative or other agent of such Partner) may

disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Partnership, it being understood and agreed, for this purpose, (1) the name of, or any other identifying information regarding (a) the Partners or any existing or future investor (or any affiliate thereof) in any of the Partners, or (b) any investment or transaction entered into by the Partners; (2) any performance information relating to any of the Partners or their investments; and (3) any performance or other information relating to previous funds or investments sponsored by any of the Partners, does not constitute such tax treatment or tax structure information.

23. Power of Attorney . To the extent permitted by applicable law, each Limited Partner hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) this Agreement and any amendment to this Agreement which has been adopted as herein provided; (ii) the original certificate of exempted limited partnership of the Partnership and all amendments thereto required or permitted by law and the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (iv) all instruments that the General Partner or the Liquidator deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (v) all conveyances and other instruments or papers deemed advisable by the General Partner or a liquidator of the Partnership to effect the dissolution and termination of the Partnership; (vi) all fictitious or assumed name certificates required (in light of the Partnership’s activities) to be filed on behalf of the Partnership; (vii) all agreements and instruments necessary or advisable to consummate any Investment; (viii) any agreement pursuant to the ELP Law to continue the business of the Partnership and to appoint a successor General Partner upon the withdrawal of the sole remaining General Partner; and (ix) all other instruments or papers which may be required or permitted by law to be filed on behalf of the Partnership which are not legally binding on the Limited Partners in their individual capacity and are necessary to carry out the provisions of this Agreement, and to take all action necessary to continue the business of the Partnership and to appoint a successor General Partner upon the Withdrawal of the sole remaining General Partner pursuant to the ELP Law. This power of attorney is intended to secure an interest in property, and, in addition, the obligations of each relevant Limited Partner under this Agreement.

24. Jurisdiction .

Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 25 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner as such Partner’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon any such agent, who shall promptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.

(c) (i) EACH PARTNER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (b) OF THIS SECTION 25, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum(s) designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 25 and such parties agree not to plead or claim the same.

(d) Notwithstanding any provision of this Agreement to the contrary, this Section 25 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, USA, including the Delaware Uniform Arbitration Act (10 Del. C. § 5701 et seq .) (the “ Delaware Arbitration Act ”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 25, including any rules of the International Chamber of Commerce, shall be invalid or unenforceable under the Delaware Arbitration Act, or other applicable law, such invalidity shall not invalidate all of this Section 25. In that case, this Section 25 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 25 shall be construed to omit such invalid or unenforceable provision.

25. Counterparts . This Agreement may be executed in several counterparts, all of which will together constitute a single agreement among the parties.

* * *

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as a Deed on the date first above written.


GENERAL PARTNER

BLACKSTONE INNOVATIONS III L.L.C.,
as general partner

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Authorized Person

/s/ Rhonda Coleman
Witnessed by: Rhonda Coleman

WALKERS NOMINEES LIMITED
as initial limited partner, solely to reflect his withdrawal

By:		/s/ Bicrom Das
		Name: Bicrom Das
		Title: Authorized Person

/s/ Isadora Ferrao-Powell
Witnessed by:

LIMITED PARTNERS

Limited Partners listed in the books and records of the Partnership now and hereafter executing and delivering this Agreement pursuant to powers of attorney executed and delivered by such Limited Partners.


By: BLACKSTONE INNOVATIONS III L.L.C., as Attorney

By:		/s/ John G. Finley
		Name: John G. Finley
		Title: Authorized Person

/s/ Rhonda Coleman
Witnessed by: Rhonda Coleman

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Stephen A. Schwarzman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 of The Blackstone Group L.P.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 2, 2012

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman

Chief Executive Officer

of Blackstone Group Management L.L.C.

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Laurence A. Tosi, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 of The Blackstone Group L.P.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 2, 2012

/s/ Laurence A. Tosi

Laurence A. Tosi

Chief Financial Officer

of Blackstone Group Management L.L.C.

Exhibit 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

In connection with the Quarterly Report of The Blackstone Group L.P. (the “Partnership”) on Form 10-Q for the quarter ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen A. Schwarzman, Chief Executive Officer of Blackstone Group Management L.L.C., the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: November 2, 2012

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman

Chief Executive Officer

of Blackstone Group Management L.L.C.

*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 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

In connection with the Quarterly Report of The Blackstone Group L.P. (the “Partnership”) on Form 10-Q for the quarter ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laurence A. Tosi, Chief Financial Officer of Blackstone Group Management L.L.C., the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.


Date: November 2, 2012

		/s/ Laurence A. Tosi
		Laurence A. Tosi
		Chief Financial Officer of Blackstone Group Management L.L.C.

*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.