UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 |
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number:
001-33551
Blackstone Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
20-8875684 (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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock |
BX |
New York Stock Exchange |
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
☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
| Large accelerated filer ☒ |
Accelerated filer ☐ | |||||
| Non-accelerated filer ☐ |
Smaller reporting company ☐ | |||||
Emerging growth company ☐ | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes
☐
No
☒
As of April 26, 2024, there were
714,645,995 shares of common stock of the registrant outstanding.
Table of Contents
Page |
||||||
Part I. |
||||||
Item 1. |
6 |
|||||
Unaudited Condensed Consolidated Financial Statements: |
||||||
6 |
||||||
8 |
||||||
9 |
||||||
10 |
||||||
12 |
||||||
14 |
||||||
Item 1A. |
60 |
|||||
Item 2. |
62 |
|||||
Item 3. |
124 |
|||||
Item 4. |
124 |
|||||
Part II. |
||||||
Item 1. |
125 |
|||||
Item 1A. |
125 |
|||||
Item 2. |
126 |
|||||
Item 3. |
126 |
|||||
Item 4. |
126 |
|||||
Item 5. |
126 |
|||||
Item 6. |
127 |
|||||
128 |
||||||
1
Forward-Looking Statements
This report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which reflect our current views with respect to, among other things, our operations, taxes, earnings and financial performance, share repurchases and dividends. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “estimates,” “anticipates,” “opportunity,” “leads,” “forecast” 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, 2023, as such factors may be updated from time to time in our periodic filings with the United States Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Website and Social Media Disclosure
We use our website (www.blackstone.com), Facebook page (www.facebook.com/blackstone), X (Twitter) (www.x.com/blackstone), LinkedIn (www.linkedin.com/company/blackstonegroup), Instagram (www.instagram.com/blackstone), SoundCloud (www.soundcloud.com/blackstone-300250613), PodBean (www.blackstone.podbean.com), Spotify (https://spoti.fi/2LJ1tHG), YouTube (www.youtube.com/user/blackstonegroup) and Apple Podcast (https://apple.co/31Pe1Gg) accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about Blackstone when you enroll your email address by visiting the “Contact Us/Email Alerts” section of our website at http://ir.blackstone.com. The contents of our website, any alerts and social media channels are not, however, a part of this report.
In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to Blackstone Inc. and its consolidated subsidiaries.
“Series I Preferred Stockholder” refers to Blackstone Partners L.L.C., the holder of the sole outstanding share of our Series I preferred stock.
“Series II Preferred Stockholder” refers to Blackstone Group Management L.L.C., the holder of the sole outstanding share of our Series II preferred stock.
“Blackstone Funds,” “our funds” and “our investment funds” refer to the funds and other vehicles that are managed by Blackstone. “Our carry funds” refers to funds managed by Blackstone that have commitment-based multi-year drawdown structures that pay carry on the realization of an investment.
We refer to our real estate opportunistic funds as Blackstone Real Estate Partners (“BREP”) funds and our real estate debt investment funds as Blackstone Real Estate Debt Strategies (“BREDS”) funds. We refer to our real estate investment trusts as “REITs,” to Blackstone Mortgage Trust, Inc., our NYSE-listed REIT, as “BXMT” and to
2
Blackstone Real Estate Income Trust, Inc., our non-listed REIT, as “BREIT.” We refer to our real estate funds that target substantially stabilized assets in prime markets, as Blackstone Property Partners (“BPP”) funds and our income-generating European real estate funds as Blackstone European Property Income (“BEPIF”) funds. We refer to BREIT, BPP and BEPIF collectively as our Core+ real estate strategies.
We refer to our flagship Corporate Private Equity funds as Blackstone Capital Partners (“BCP”) funds, our energy-focused private equity funds as Blackstone Energy Transition Partners (“BETP”) funds, our core private equity funds as Blackstone Core Equity Partners (“BCEP”), our opportunistic investment platform that invests globally across asset classes, industries and geographies as Blackstone Tactical Opportunities (“Tactical Opportunities”), our secondary fund of funds business as Strategic Partners Fund Solutions (“Strategic Partners”), our infrastructure-focused funds as Blackstone Infrastructure Partners (“BIP”), our life sciences investment platform as Blackstone Life Sciences (“BXLS”), our growth equity investment platform as Blackstone Growth (“BXG”), our investment platform offering eligible individual investors access to Blackstone’s private equity capabilities as the Blackstone Private Equity Strategies Fund Program (“BXPE Fund Program”), our multi-asset investment program for eligible high net worth investors offering exposure to certain of our key illiquid investment strategies through a single commitment as Blackstone Total Alternatives Solution (“BTAS”) and our capital markets services business as Blackstone Capital Markets (“BXCM”).
“Our hedge funds” refers to our funds of hedge funds, hedge funds, certain of our real estate debt investment funds and certain other credit-focused funds which are managed by Blackstone.
We refer to our business development companies as “BDCs,” to Blackstone Private Credit Fund as “BCRED” and to Blackstone Secured Lending Fund as “BXSL.”
We refer to our separately managed accounts as “SMAs.”
“Total Assets Under Management” refers to the assets we manage. Our Total Assets Under Management equals the sum of:
(a) |
the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us plus the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods, |
(b) |
the net asset value of (1) our hedge funds, real estate debt carry funds, BPP, certain co-investments managed by us, certain credit-focused funds, and our Multi-Asset Investing drawdown funds (plus, in each case, the capital that we are entitled to call from investors in those funds, including commitments yet to commence their investment periods), and (2) our funds of hedge funds, our Multi-Asset Investing registered investment companies, BREIT, and BEPIF, |
(c) |
the invested capital, fair value or net asset value of assets we manage pursuant to separately managed accounts, |
(d) |
the amount of debt and equity outstanding for our collateralized loan obligations (“CLO”) during the reinvestment period, |
(e) |
the aggregate par amount of collateral assets, including principal cash, for our CLOs after the reinvestment period, |
(f) |
the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies and BDCs, |
(g) |
the fair value of common stock, preferred stock, convertible debt, term loans or similar instruments issued by BXMT, and |
(h) |
borrowings under and any amounts available to be borrowed under certain credit facilities of our funds. |
3
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, hedge funds, funds structured like hedge funds and other open-ended funds in our Real Estate, Credit & Insurance and Multi-Asset Investing segments generally have structures that afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually, quarterly or monthly), typically with 2 to 95 days’ notice, depending on the fund and the liquidity profile of the underlying assets. In our Perpetual Capital vehicles where redemption rights exist, Blackstone has the ability to fulfill redemption requests only (a) in Blackstone’s or the vehicles’ board’s discretion, as applicable, or (b) to the extent there is sufficient new capital. Investment advisory agreements related to certain separately managed accounts in our Credit & Insurance and Multi-Asset Investing segments, excluding separately managed accounts in our insurance platform, may generally be terminated by an investor on 30 to 90 days’ notice. Separately managed accounts in our insurance platform can generally only
be
terminated for long-term underperformance, cause and certain other limited circumstances, in each case subject to Blackstone’s right to cure. “Fee-Earning Assets Under Management” refers to the assets we manage on which we derive management fees and/or performance revenues. Our Fee-Earning Assets Under Management equals the sum of:
(a) |
for our Private Equity segment funds, Real Estate segment carry funds including certain BREDS funds, and certain Multi-Asset Investing funds, the amount of capital commitments, remaining invested capital, fair value, net asset value or par value of assets held, depending on the fee terms of the fund, |
(b) |
for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund, |
(c) |
the remaining invested capital or fair value of assets held in co-investment vehicles managed by us on which we receive fees, |
(d) |
the net asset value of our funds of hedge funds, hedge funds, BPP, certain co-investments managed by us, certain registered investment companies, BREIT, BEPIF, and certain of our Multi-Asset Investing drawdown funds, |
(e) |
the invested capital, fair value of assets or the net asset value we manage pursuant to separately managed accounts, |
(f) |
the net proceeds received from equity offerings and accumulated distributable earnings of BXMT, subject to certain adjustments, |
(g) |
the aggregate par amount of collateral assets, including principal cash, of our CLOs, and |
(h) |
the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies and BDCs. |
Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees.
Our calculations of Total 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 Total 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 Total Assets Under Management and Fee-Earning Assets Under Management are not based on any definition of Total Assets Under Management and 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 and uncalled capital commitments, whereas Fee-Earning Assets Under Management may include the total amount of capital commitments or the remaining amount of invested capital at cost, depending on whether the investment
4
period has expired or as specified by the fee terms of the fund. As such, in certain carry funds 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.
“Perpetual Capital” refers to the component of assets under management with an indefinite term, that is not in liquidation, and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital inflows. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital.
This report does not constitute an offer of any Blackstone Fund.
5
Part I. Financial Information
Item 1. |
Financial Statements |
Blackstone Inc.
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands, Except Share Data)
March 31, |
December 31, | |||||||
2024 |
2023 | |||||||
| Assets |
||||||||
| Cash and Cash Equivalents |
$ |
2,504,471 |
$ |
2,955,866 |
||||
| Cash Held by Blackstone Funds and Other |
167,711 |
316,197 |
||||||
| Investments |
25,922,290 |
26,146,622 |
||||||
| Accounts Receivable |
199,302 |
193,365 |
||||||
| |
4,695,224 |
4,466,521 |
||||||
| Intangible Assets, Net |
192,227 |
201,208 |
||||||
| Goodwill |
1,890,202 |
1,890,202 |
||||||
| Other Assets |
1,072,627 |
944,848 |
||||||
| Right-of-Use |
805,454 |
841,307 |
||||||
| Deferred Tax Assets |
2,256,794 |
2,331,394 |
||||||
| |
|
|
|
|
| |||
| Total Assets |
$ |
39,706,302 |
$ |
40,287,530 |
||||
| |
|
|
|
|
| |||
| Liabilities and Equity |
||||||||
| Loans Payable |
$ |
10,740,171 |
$ |
11,304,059 |
||||
| |
2,135,478 |
2,393,410 |
||||||
| Accrued Compensation and Benefits |
5,378,212 |
5,247,766 |
||||||
| Operating Lease Liabilities |
951,648 |
989,823 |
||||||
| Accounts Payable, Accrued Expenses and Other Liabilities |
2,023,359 |
2,277,258 |
||||||
| |
|
|
|
|
| |||
| Total Liabilities |
21,228,868 |
22,212,316 |
||||||
| |
|
|
|
|
| |||
| Commitments and Contingencies |
||||||||
| Redeemable Non-Controlling Interests in Consolidated Entities |
935,005 |
1,179,073 |
||||||
| |
|
|
|
|
| |||
| Equity |
||||||||
| Stockholders’ Equity of Blackstone Inc. |
||||||||
| Common Stock, $0.00001 par value, 90 billion shares authorized, (722,263,433 shares issued and outstanding as of March 31, 2024; 719,358,114 shares issued and outstanding as of December 31, 2023) |
7 |
7 |
||||||
| Series I Preferred Stock, $0.00001 par value, 999,999,000 shares authorized, (1 share issued and outstanding as of March 31, 2024 and December 31, 2023) |
— |
— |
||||||
| Series II Preferred Stock, $0.00001 par value, 1,000 shares authorized, (1 share issued and outstanding as of March 31, 2024 and December 31, 2023) |
— |
— |
||||||
| Additional Paid-in-Capital |
6,190,142 |
6,175,190 |
||||||
| Retained Earnings |
796,201 |
660,734 |
||||||
| Accumulated Other Comprehensive Loss |
(31,282 |
) |
(19,133 |
) | ||||
| |
|
|
|
|
| |||
| Total Stockholders’ Equity of Blackstone Inc. |
6,955,068 |
6,816,798 |
||||||
| Non-Controlling Interests in Consolidated Entities |
5,381,678 |
5,177,255 |
||||||
| Non-Controlling Interests in Blackstone Holdings |
5,205,683 |
4,902,088 |
||||||
| |
|
|
|
|
| |||
| Total Equity |
17,542,429 |
16,896,141 |
||||||
| |
|
|
|
|
| |||
| Total Liabilities and Equity |
$ |
39,706,302 |
$ |
40,287,530 |
||||
| |
|
|
|
|
| |||
Blackstone Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
The following presents the asset and liability portion of the consolidated balances presented in the Condensed Consolidated Statements of Financial Condition attributable to consolidated Blackstone Funds which are variable interest entities. The following assets may only be used to settle obligations of these consolidated Blackstone Funds and these liabilities are only the obligations of these consolidated Blackstone Funds and they do not have recourse to the general credit of Blackstone.
March 31, |
December 31, | |||||||
2024 |
2023 | |||||||
| Assets |
||||||||
| Cash Held by Blackstone Funds and Other |
$ |
167,711 |
$ |
316,197 |
||||
| Investments |
3,458,911 |
4,319,483 |
||||||
| Accounts Receivable |
4,928 |
6,995 |
||||||
| Due from Affiliates |
14,089 |
12,762 |
||||||
| Other Assets |
324 |
770 |
||||||
| |
|
|
|
|
| |||
| Total Assets |
$ |
3,645,963 |
$ |
4,656,207 |
||||
| |
|
|
|
|
| |||
| Liabilities |
||||||||
| Loans Payable |
$ |
169,835 |
$ |
687,122 |
||||
| Due to Affiliates |
111,948 |
123,909 |
||||||
| Accounts Payable, Accrued Expenses and Other Liabilities |
68,978 |
391,172 |
||||||
| |
|
|
|
|
| |||
| Total Liabilities |
$ |
350,761 |
$ |
1,202,203 |
||||
| |
|
|
|
|
| |||
See notes to condensed consolidated financial statements.
7
Blackstone Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
| Revenues |
||||||||
| Management and Advisory Fees, Net |
$ |
1,727,148 |
$ |
1,658,315 |
||||
| |
|
|
|
|
| |||
| Incentive Fees |
179,341 |
142,876 |
||||||
| |
|
|
|
|
| |||
| Investment Income (Loss) |
||||||||
| Performance Allocations |
||||||||
| Realized |
652,517 |
646,894 |
||||||
| Unrealized |
445,943 |
(759,212 |
) | |||||
| Principal Investments |
||||||||
| Realized |
78,597 |
108,058 |
||||||
| Unrealized |
461,623 |
(491,417 |
) | |||||
| |
|
|
|
|
| |||
| Total Investment Income (Loss) |
1,638,680 |
(495,677 |
) | |||||
| |
|
|
|
|
| |||
| Interest and Dividend Revenue |
97,839 |
90,485 |
||||||
| Other |
44,820 |
(14,154 |
) | |||||
| |
|
|
|
|
| |||
| Total Revenues |
3,687,828 |
1,381,845 |
||||||
| |
|
|
|
|
| |||
| Expenses |
||||||||
| Compensation and Benefits |
||||||||
| Compensation |
794,803 |
716,285 |
||||||
| Incentive Fee Compensation |
73,707 |
63,281 |
||||||
| Performance Allocations Compensation |
||||||||
| Realized |
258,894 |
296,794 |
||||||
| Unrealized |
180,900 |
(313,249 |
) | |||||
| |
|
|
|
|
| |||
| Total Compensation and Benefits |
1,308,304 |
763,111 |
||||||
| General, Administrative and Other |
369,950 |
273,394 |
||||||
| Interest Expense |
108,203 |
104,441 |
||||||
| Fund Expenses |
3,950 |
48,399 |
||||||
| |
|
|
|
|
| |||
| Total Expenses |
1,790,407 |
1,189,345 |
||||||
| |
|
|
|
|
| |||
| Other Income (Loss) |
||||||||
| Change in Tax Receivable Agreement Liability |
— |
(5,208 |
) | |||||
| Net Gains (Losses) from Fund Investment Activities |
(17,767 |
) |
71,064 |
|||||
| |
|
|
|
|
| |||
| Total Other Income (Loss) |
(17,767 |
) |
65,856 |
|||||
| |
|
|
|
|
| |||
| Income Before Provision for Taxes |
1,879,654 |
258,356 |
||||||
| Provision for Taxes |
283,671 |
47,675 |
||||||
| |
|
|
|
|
| |||
| Net Income |
1,595,983 |
210,681 |
||||||
| Net Loss Attributable to Redeemable Non-Controlling Interests in Consolidated Entities |
(39,669 |
) |
(6,700 |
) | ||||
| Net Income Attributable to Non-Controlling Interests in Consolidated Entities |
102,827 |
74,869 |
||||||
| Net Income Attributable to Non-Controlling Interests in Blackstone Holdings |
685,439 |
56,700 |
||||||
| |
|
|
|
|
| |||
| Net Income Attributable to Blackstone Inc. |
$ |
847,386 |
$ |
85,812 |
||||
| |
|
|
|
|
| |||
| Net Income Per Share of Common Stock |
||||||||
| Basic |
$ |
1.12 |
$ |
0.12 |
||||
| |
|
|
|
|
| |||
| Diluted |
$ |
1.11 |
$ |
0.11 |
||||
| |
|
|
|
|
| |||
| Weighted-Average Shares of Common Stock Outstanding |
||||||||
| Basic |
759,798,537 |
746,064,922 |
||||||
| |
|
|
|
|
| |||
| Diluted |
760,257,644 |
746,643,929 |
||||||
| |
|
|
|
|
| |||
See notes to condensed consolidated financial statements.
8
Blackstone Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in Thousands)
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
| Net Income |
$ |
1,595,983 |
$ |
210,681 |
||||
| Other Comprehensive Income (Loss) – Currency Translation Adjustment |
(36,565 |
) |
29,400 |
|||||
| |
|
|
|
|
| |||
| Comprehensive Income |
1,559,418 |
240,081 |
||||||
| |
|
|
|
|
| |||
| Less: |
||||||||
| Comprehensive Income (Loss) Attributable to Redeemable Non-Controlling Interests in Consolidated Entities |
(56,485 |
) |
14,010 |
|||||
| Comprehensive Income Attributable to Non-Controlling Interests in Consolidated Entities |
102,827 |
74,869 |
||||||
| Comprehensive Income Attributable to Non-Controlling Interests in Blackstone Holdings |
677,839 |
60,248 |
||||||
| |
|
|
|
|
| |||
| Comprehensive Income Attributable to Non-Controlling Interests |
724,181 |
149,127 |
||||||
| |
|
|
|
|
| |||
| Comprehensive Income Attributable to Blackstone Inc. |
$ |
835,237 |
$ |
90,954 |
||||
| |
|
|
|
|
| |||
Blackstone Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
Shares of Blackstone Inc. (a) |
Blackstone Inc. (a) |
|||||||||||||||||||||||||||||||||||||||
Accumulated |
Redeemable | |||||||||||||||||||||||||||||||||||||||
Other |
Non- |
Non- |
Non- | |||||||||||||||||||||||||||||||||||||
Compre- |
Controlling |
Controlling |
Controlling | |||||||||||||||||||||||||||||||||||||
Additional |
Retained |
hensive |
Total |
Interests in |
Interests in |
Interests in | ||||||||||||||||||||||||||||||||||
Common |
Common |
Paid-in- |
Earnings |
Income |
Stockholders’ |
Consolidated |
Blackstone |
Total |
Consolidated | |||||||||||||||||||||||||||||||
Stock |
Stock |
Capital |
(Deficit) |
(Loss) |
Equity |
Entities |
Holdings |
Equity |
Entities | |||||||||||||||||||||||||||||||
Balance at December 31, 2023 |
719,358,114 |
$ |
7 |
$ |
6,175,190 |
$ |
660,734 |
$ |
(19,133 |
) |
$ |
6,816,798 |
$ |
5,177,255 |
$ |
4,902,088 |
$ |
16,896,141 |
$ |
1,179,073 |
||||||||||||||||||||
Net Income (Loss) |
— |
— |
— |
847,386 |
— |
847,386 |
102,827 |
685,439 |
1,635,652 |
(39,669 |
) | |||||||||||||||||||||||||||||
Currency Translation Adjustment |
— |
— |
— |
— |
(12,149 |
) |
(12,149 |
) |
— |
(7,600 |
) |
(19,749 |
) |
(16,816 |
) | |||||||||||||||||||||||||
Capital Contributions |
— |
— |
— |
— |
— |
— |
167,769 |
2,477 |
170,246 |
4,501 |
||||||||||||||||||||||||||||||
Capital Distributions |
— |
— |
— |
(711,919 |
) |
— |
(711,919 |
) |
(128,400 |
) |
(467,093 |
) |
(1,307,412 |
) |
(122,993 |
) | ||||||||||||||||||||||||
Transfer and Repurchase of Non-Controlling Interests in Consolidated Entities |
— |
— |
(152 |
) |
— |
— |
(152 |
) |
62,227 |
— |
62,075 |
(69,091 |
) | |||||||||||||||||||||||||||
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders |
— |
— |
7,569 |
— |
— |
7,569 |
— |
— |
7,569 |
— |
||||||||||||||||||||||||||||||
Equity-Based Compensation |
— |
— |
143,257 |
— |
— |
143,257 |
— |
91,018 |
234,275 |
— |
||||||||||||||||||||||||||||||
Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock |
2,619,653 |
— |
(47,963 |
) |
— |
— |
(47,963 |
) |
— |
— |
(47,963 |
) |
— |
|||||||||||||||||||||||||||
Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units |
(700,000 |
) |
— |
(88,405 |
) |
— |
— |
(88,405 |
) |
— |
— |
(88,405 |
) |
— |
||||||||||||||||||||||||||
Change in Blackstone Inc.’s Ownership Interest |
— |
— |
(9,891 |
) |
— |
— |
(9,891 |
) |
— |
9,891 |
— |
— |
||||||||||||||||||||||||||||
Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock |
985,666 |
— |
10,537 |
— |
— |
10,537 |
— |
(10,537 |
) |
— |
— |
|||||||||||||||||||||||||||||
Balance at March 31, 2024 |
722,263,433 |
$ |
7 |
$ |
6,190,142 |
$ |
796,201 |
$ |
(31,282 |
) |
$ |
6,955,068 |
$ |
5,381,678 |
$ |
5,205,683 |
$ |
17,542,429 |
$ |
935,005 |
||||||||||||||||||||
(a) |
During the period presented, Blackstone also had one share outstanding of each of Series I and Series II preferred stock, with par value of each less than one cent. |
continued...
See notes to condensed consolidated financial statements.
10
Blackstone Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
Shares of Blackstone Inc. (a) |
Blackstone Inc. (a) |
|||||||||||||||||||||||||||||||||||||||
Accumulated |
Redeemable | |||||||||||||||||||||||||||||||||||||||
Other |
Non- |
Non- |
Non- | |||||||||||||||||||||||||||||||||||||
Compre- |
Controlling |
Controlling |
Controlling | |||||||||||||||||||||||||||||||||||||
Additional |
Retained |
hensive |
Total |
Interests in |
Interests in |
Interests in | ||||||||||||||||||||||||||||||||||
Common |
Common |
Paid-in- |
Earnings |
Income |
Stockholders’ |
Consolidated |
Blackstone |
Total |
Consolidated | |||||||||||||||||||||||||||||||
Stock |
Stock |
Capital |
(Deficit) |
(Loss) |
Equity |
Entities |
Holdings |
Equity |
Entities | |||||||||||||||||||||||||||||||
Balance at December 31, 2022 |
710,276,923 |
$ |
7 |
$ |
5,935,273 |
$ |
1,748,106 |
$ |
(27,475 |
) |
$ |
7,655,911 |
$ |
5,056,480 |
$ |
5,253,670 |
$ |
17,966,061 |
$ |
1,715,006 |
||||||||||||||||||||
Transfer Out Due to Consolidation of Fund Entities |
— |
— |
— |
— |
— |
— |
— |
— |
— |
(53,713 |
) | |||||||||||||||||||||||||||||
Net Income (Loss) |
— |
— |
— |
85,812 |
— |
85,812 |
74,869 |
56,700 |
217,381 |
(6,700 |
) | |||||||||||||||||||||||||||||
Currency Translation Adjustment |
— |
— |
— |
— |
5,142 |
5,142 |
— |
3,548 |
8,690 |
20,710 |
||||||||||||||||||||||||||||||
Capital Contributions |
— |
— |
— |
— |
— |
— |
123,952 |
2,447 |
126,399 |
51,092 |
||||||||||||||||||||||||||||||
Capital Distributions |
— |
— |
— |
(677,809 |
) |
— |
(677,809 |
) |
(194,866 |
) |
(461,978 |
) |
(1,334,653 |
) |
(81,698 |
) | ||||||||||||||||||||||||
Transfer of Non-Controlling Interests in Consolidated Entities |
— |
— |
— |
— |
— |
— |
(2,345 |
) |
— |
(2,345 |
) |
— |
||||||||||||||||||||||||||||
Deferred Tax Effects Resulting from Acquisition of Ownership Interests from Non-Controlling Interest Holders |
— |
— |
2,001 |
— |
— |
2,001 |
— |
— |
2,001 |
— |
||||||||||||||||||||||||||||||
Equity-Based Compensation |
— |
— |
117,227 |
— |
— |
117,227 |
— |
76,468 |
193,695 |
— |
||||||||||||||||||||||||||||||
Net Delivery of Vested Blackstone Holdings Partnership Units and Shares of Common Stock |
2,143,256 |
— |
(18,004 |
) |
— |
— |
(18,004 |
) |
— |
— |
(18,004 |
) |
— |
|||||||||||||||||||||||||||
Repurchase of Shares of Common Stock and Blackstone Holdings Partnership Units |
(1,000,000 |
) |
— |
(90,097 |
) |
— |
— |
(90,097 |
) |
— |
— |
(90,097 |
) |
— |
||||||||||||||||||||||||||
Change in Blackstone Inc.’s Ownership Interest |
— |
— |
(4,927 |
) |
— |
— |
(4,927 |
) |
— |
4,927 |
— |
— |
||||||||||||||||||||||||||||
Conversion of Blackstone Holdings Partnership Units to Shares of Common Stock |
1,374,789 |
— |
15,581 |
— |
— |
15,581 |
— |
(15,581 |
) |
— |
— |
|||||||||||||||||||||||||||||
Balance at March 31, 2023 |
712,794,968 |
$ |
7 |
$ |
5,957,054 |
$ |
1,156,109 |
$ |
(22,333 |
) |
$ |
7,090,837 |
$ |
5,058,090 |
$ |
4,920,201 |
$ |
17,069,128 |
$ |
1,644,697 |
||||||||||||||||||||
Blackstone Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
Three Months Ended March 31, | ||||||||
2024 |
2023 | |||||||
Operating Activities |
||||||||
Net Income |
$ |
1,595,983 |
$ |
210,681 |
||||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities |
||||||||
Blackstone Funds Related |
||||||||
Net Realized Gains on Investments |
(849,072 |
) |
(924,643 |
) | ||||
Changes in Unrealized (Gains) Losses on Investments |
(496,568 |
) |
508,398 |
|||||
Non-Cash Performance Allocations |
(446,065 |
) |
759,212 |
|||||
Non-Cash Performance Allocations and Incentive Fee Compensation |
513,205 |
46,827 |
||||||
Equity-Based Compensation Expense |
320,653 |
277,431 |
||||||
Amortization of Intangibles |
8,981 |
12,996 |
||||||
Other Non-Cash Amounts Included in Net Income |
(121,452 |
) |
(348,203 |
) | ||||
Cash Flows Due to Changes in Operating Assets and Liabilities |
||||||||
Cash Relinquished with Deconsolidation of Fund Entities |
(113,224 |
) |
(113,588 |
) | ||||
Accounts Receivable |
(18,097 |
) |
(470,691 |
) | ||||
Due from Affiliates |
(73,889 |
) |
151,635 |
|||||
Other Assets |
(134,866 |
) |
12,284 |
|||||
Accrued Compensation and Benefits |
(437,344 |
) |
(483,939 |
) | ||||
Accounts Payable, Accrued Expenses and Other Liabilities |
308,133 |
163,581 |
||||||
Due to Affiliates |
(150,230 |
) |
(65,276 |
) | ||||
Investments Purchased |
(459,464 |
) |
(1,130,045 |
) | ||||
Cash Proceeds from Sale of Investments |
1,493,162 |
1,746,068 |
||||||
Net Cash Provided by Operating Activities |
939,846 |
352,728 |
||||||
Investing Activities |
||||||||
Purchase of Furniture, Equipment and Leasehold Improvements |
(17,756 |
) |
(69,557 |
) | ||||
Net Cash Paid for Acquisitions, Net of Cash Acquired |
— |
(5,413 |
) | |||||
Net Cash Used in Investing Activities |
(17,756 |
) |
(74,970 |
) | ||||
Financing Activities |
||||||||
Distributions to Non-Controlling Interest Holders in Consolidated Entities |
(258,400 |
) |
(215,124 |
) | ||||
Contributions from Non-Controlling Interest Holders in Consolidated Entities |
165,253 |
173,657 |
||||||
Payments Under Tax Receivable Agreement |
(87,508 |
) |
(64,634 |
) | ||||
Net Settlement of Vested Common Stock and Repurchase of Common Stock and Blackstone Holdings Partnership Units |
(136,368 |
) |
(108,101 |
) | ||||
Proceeds from Loans Payable |
— |
78 |
||||||
continued...
See notes to condensed consolidated financial statements.
12
Blackstone Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
Three Months Ended March 31, | ||||||||
2024 |
2023 | |||||||
| Financing Activities (Continued) |
||||||||
| Repayment and Repurchase of Loans Payable |
$ |
(22,451 |
) |
$ |
(400,000 |
) | ||
| Dividends/Distributions to Stockholders and Unitholders |
(1,176,535 |
) |
(1,137,340 |
) | ||||
| |
|
|
|
|
| |||
| Net Cash Used in Financing Activities |
(1,516,009 |
) |
(1,751,464 |
) | ||||
| |
|
|
|
|
| |||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other |
(5,962 |
) |
1,284 |
|||||
| |
|
|
|
|
| |||
| Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other |
||||||||
| Net Decrease |
(599,881 |
) |
(1,472,422 |
) | ||||
| Beginning of Period |
3,272,063 |
4,493,715 |
||||||
| |
|
|
|
|
| |||
| End of Period |
$ |
2,672,182 |
$ |
3,021,293 |
||||
| |
|
|
|
|
| |||
| Supplemental Disclosure of Cash Flows Information |
||||||||
| Payments for Interest |
$ |
76,486 |
$ |
99,096 |
||||
| |
|
|
|
|
| |||
| Payments for Income Taxes |
$ |
172,346 |
$ |
53,504 |
||||
| |
|
|
|
|
| |||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities |
||||||||
| Non-Cash Contributions from Non-Controlling Interest Holders |
$ |
2,477 |
$ |
2,447 |
||||
| |
|
|
|
|
| |||
| Non-Cash Distributions to Non-Controlling Interest Holders |
$ |
4,530 |
$ |
(61,440 |
) | |||
| |
|
|
|
|
| |||
| Transfer of Interests to Non-Controlling Interest Holders |
$ |
(6,864 |
) |
$ |
(2,345 |
) | ||
| |
|
|
|
|
| |||
| Change in Blackstone Inc.’s Ownership Interest |
$ |
(9,891 |
) |
$ |
(4,927 |
) | ||
| |
|
|
|
|
| |||
| Net Settlement of Vested Common Stock |
$ |
251,422 |
$ |
191,144 |
||||
| |
|
|
|
|
| |||
| Conversion of Blackstone Holdings Units to Common Stock |
$ |
10,537 |
$ |
15,581 |
||||
| |
|
|
|
|
| |||
| Acquisition of Ownership Interests from Non-Controlling Interest Holders |
||||||||
| Deferred Tax Asset |
$ |
(37,832 |
) |
$ |
(33,492 |
) | ||
| |
|
|
|
|
| |||
| Due to Affiliates |
$ |
30,263 |
$ |
31,491 |
||||
| |
|
|
|
|
| |||
| Equity |
$ |
7,569 |
$ |
2,001 |
||||
| |
|
|
|
|
| |||
The following table provides a reconciliation of Cash and Cash Equivalents and Cash Held by Blackstone Funds and Other reported within the Condensed Consolidated Statements of Financial
Condition:
March 31, |
December 31, | |||||||
2024 |
2023 | |||||||
| Cash and Cash Equivalents |
$ |
2,504,471 |
$ |
2,955,866 |
||||
| Cash Held by Blackstone Funds and Other |
167,711 |
316,197 |
||||||
| |
|
|
|
|
| |||
$ |
2,672,182 |
$ |
3,272,063 |
|||||
| |
|
|
|
|
| |||
See notes to condensed consolidated financial statements.
13
1. Organization
Blackstone Inc., together with its consolidated subsidiaries (“Blackstone” or the “Company”), is the world’s largest alternative asset manager. Blackstone’s asset management business includes global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds. “Blackstone Funds” refers to the funds and other vehicles that are managed by Blackstone. Blackstone’s business is organized into four segments: Real Estate, Private Equity, Credit & Insurance and Multi-Asset Investing.
Blackstone Inc. was initially formed as The Blackstone Group L.P., a Delaware limited partnership, on March 12, 2007. Prior to its conversion on July 1, 2019 to a Delaware corporation, Blackstone Inc. was managed and operated by Blackstone Group Management L.L.C., which is wholly owned by Blackstone’s senior managing directors and controlled by one of Blackstone’s founders, Stephen A. Schwarzman (the “Founder”).
The activities of Blackstone are conducted through its holding partnerships: Blackstone Holdings I L.P., Blackstone Holdings AI L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. (collectively, “Blackstone Holdings,” “Blackstone Holdings Partnerships” or the “Holding Partnerships”). Blackstone, through its wholly owned subsidiaries, is the sole general partner of each of the Holding Partnerships. Generally, holders of the limited partner interests in the Holding Partnerships may, four times each year, exchange their limited partnership interests (“Partnership Units”) for Blackstone common stock, on a basis, exchanging one Partnership Unit from each of the Holding Partnerships for one share of Blackstone common stock.
one-to-one
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Blackstone have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to
Form 10-Q.
The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in Blackstone’s Annual Report on Form 10-K
for the year ended December 31, 2023 filed with the Securities and Exchange Commission. The condensed consolidated financial statements include the accounts of Blackstone, its wholly owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which Blackstone 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 determined to have control.
All intercompany balances and transactions have been eliminated in consolidation.
Consolidation
Blackstone consolidates all entities that it controls through a majority voting interest or otherwise, including those Blackstone Funds in which the general partner has a controlling financial interest. Blackstone has a controlling financial interest in Blackstone Holdings because the limited partners do not have the right to dissolve the partnerships or have substantive
kick-out
rights or participating rights that would overcome the control held by Blackstone. Accordingly, Blackstone consolidates Blackstone Holdings and records non-controlling
interests to reflect the economic interests of the limited partners of Blackstone Holdings. 14
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
In addition, Blackstone consolidates all variable interest entities (“VIE”) for which it is the primary beneficiary. An enterprise is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which Blackstone holds a variable interest is a VIE and (b) whether Blackstone’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest. Performance of that analysis requires the exercise of judgment.
Blackstone determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a variable interest entity and continuously reconsiders that conclusion. In determining whether Blackstone is the primary beneficiary, Blackstone evaluates its control rights as well as economic interests in the entity held either directly or indirectly by Blackstone. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that Blackstone is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by Blackstone, affiliates of Blackstone 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, Blackstone assesses whether it is the primary beneficiary and will consolidate or deconsolidate accordingly.
Assets of consolidated VIEs that can only be used to settle obligations of the consolidated VIE and liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of Blackstone are presented in a separate section in the Condensed Consolidated Statements of Financial Condition.
Blackstone’s other disclosures regarding VIEs are discussed in Note 9. “Variable Interest Entities.”
Revenue Recognition
Revenues primarily consist of management and advisory fees, incentive fees, investment income, interest and dividend revenue and other.
Management and advisory fees and incentive fees are accounted for as contracts with customers. Under the guidance for contracts with customers, an entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. See Note 17. “Segment Reporting” for a disaggregated presentation of revenues from contracts with customers.
Management and Advisory Fees, Net
Blackstone earns base management fees from its customers at a fixed percentage of a calculation base which is typically assets under management, net asset value, gross asset value, total assets, committed capital or invested capital. Blackstone identifies its customers on a fund by fund basis in accordance with the terms and circumstances of the individual fund. Generally the customer is identified as the investors in its managed funds and
15
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
investment vehicles, but for certain widely held funds or vehicles, the fund or vehicle itself may be identified as the customer. These customer contracts require Blackstone to provide investment management services, which represents a performance obligation that Blackstone satisfies over time. Management fees are a form of variable consideration because the fees Blackstone is entitled to vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these management fees are payable on a regular basis (typically quarterly) and are not subject to clawback once paid.
Transaction, advisory and other fees are principally fees charged to the investors of funds indirectly through the managed funds and portfolio companies. The investment advisory agreements generally require that the investment adviser reduce the amount of management fees payable by the investors to Blackstone (“management fee reductions”) by an amount equal to a portion of the transaction and other fees paid to Blackstone 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. These fees and associated management fee reductions are a component of the transaction price for Blackstone’s performance obligation to provide investment management services to the investors of funds and are recognized as changes to the transaction price in the period in which they are charged and the services are performed.
Management fee offsets are reductions to management fees payable by the investors of the Blackstone Funds, which are based on the amount such investors reimburse the Blackstone Funds or Blackstone primarily for placement fees. Providing investment management services requires Blackstone to arrange for services on behalf of its customers. In those situations where Blackstone is acting as an agent on behalf of the investors of funds, it presents the cost of services as net against management fee revenue. In all other situations, Blackstone is primarily responsible for fulfilling the services and is therefore acting as a principal for those arrangements. As a result, the cost of those services is presented as Compensation or General, Administrative and Other expense, as appropriate, with any reimbursement from the investors of the funds recorded as Management and Advisory Fees, Net. In cases where the investors of the funds are determined to be the customer in an arrangement, placement fees may be capitalized as a cost to acquire a customer contract. Capitalized placement fees are amortized over the life of the customer contract, are recorded within Other Assets in the Consolidated Statements of Financial Condition and amortization is recorded within General, Administrative and Other within the Consolidated Statements of Operations.
Accrued but unpaid Management and Advisory Fees, net of management fee reductions and management fee offsets, as of the reporting date are included in Due from Affiliates in the Condensed Consolidated Statements of Financial Condition.
Incentive Fees
Investment Income (Loss)
16
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
In carry fund structures and certain open-ended structures, Blackstone, through its subsidiaries, invests alongside its limited partners in a partnership and is entitled to its
pro-rata
share of the results of the fund vehicle (a “pro-rata
allocation”). In addition to a pro-rata
allocation, and assuming certain investment returns are achieved, Blackstone is entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”). Performance Allocations in carry fund structures are made to the general partner based on cumulative fund performance to date, subject to a preferred return to limited partners. Performance Allocations in open-ended structures are based on vehicle performance over a period of time, subject to a high water mark and preferred return to investors. At the end of each reporting period, Blackstone calculates the balance of accrued Performance Allocations (“Accrued Performance Allocations”) that would be due to Blackstone 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 Accrued Performance Allocations to reflect either (a) positive performance resulting in an increase in the Accrued Performance Allocation to the general partner or (b) negative performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Allocation on cumulative results compared to the Accrued Performance Allocation recorded to date and make the required positive or negative adjustments. Blackstone ceases to record negative Performance Allocations once previously Accrued Performance Allocations for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Performance Allocations over the life of a fund. Accrued Performance Allocations as of the reporting date are reflected in Investments in the Condensed Consolidated Statements of Financial Condition.
Performance Allocations in carry fund structures are realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return or, in limited instances, after certain thresholds for return of capital are met. Performance Allocations in carry fund structures are subject to clawback to the extent that the Performance Allocation received to date exceeds the amount due to Blackstone based on cumulative results. As such, the accrual for potential repayment of previously received Performance Allocations, 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 carry funds if the Blackstone carry funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain funds, which may have an interim clawback liability. Performance Allocations in open-ended structures are realized based on the stated time period in the agreements and are generally not subject to clawback once paid. Principal Investments include the unrealized and realized gains and losses on Blackstone’s principal investments, including its investments in Blackstone Funds that are not consolidated and receive
pro-rata
allocations, its equity method investments, and other principal investments. Income (Loss) on Principal Investments is realized when Blackstone redeems all or a portion of its investment or when Blackstone receives cash income, such as dividends or distributions. Unrealized Income (Loss) on Principal Investments 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
17
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Other Revenue
Fair Value of Financial Instruments
GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
● |
Level I – Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments in Level I include listed equities, listed derivatives and mutual funds with quoted prices. Blackstone does not adjust the quoted price for these investments, even in situations where Blackstone holds a large position and a sale could reasonably impact the quoted price. |
● |
Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments which are generally included in this category include corporate bonds and loans, including corporate bonds and loans held within consolidated collateralized loan obligations (“CLO”) vehicles, government and agency securities, less liquid and restricted equity securities, and certain over-the-counter |
● |
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, real estate funds and credit-focused funds, distressed debt and non-investment grade residual interests in securitizations, investments in non-consolidated CLOs and certain over-the-counter |
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. Blackstone’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.
Level II Valuation Techniques
Financial instruments classified within Level II of the fair value hierarchy comprise debt instruments, debt securities sold, not yet purchased and certain equity securities and derivative instruments valued using observable inputs.
18
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
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 including those provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. The valuation of certain equity securities is based on an observable price for an identical security adjusted for the effect of a restriction. |
● |
Freestanding Derivatives are valued using contractual cash flows and observable inputs comprising yield curves, foreign currency rates and credit spreads. |
● |
Notes issued by consolidated CLO vehicles are measured based on the more observable fair value of CLO assets less (a) the fair value of any beneficial interests held by Blackstone, and (b) the carrying value of any beneficial interests that represent compensation for services. |
Level III Valuation Techniques
In the absence of observable market prices, Blackstone values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist; management’s determination of fair value is then based on the best information available in the circumstances, and may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for which market prices are not observable include private investments in the equity of operating companies, real estate properties, investments in non-consolidated CLO vehicles, certain funds of hedge funds and credit-focused investments.
Real Estate Investments
Private Equity Investments
19
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Credit-Focused Investments
The market approach is generally used to determine the enterprise value of the issuer of a credit investment, and considers valuation multiples of comparable companies or transactions. The resulting enterprise value will dictate whether or not such credit investment has adequate enterprise value coverage. In cases of distressed credit instruments, the market approach may be used to estimate a recovery value in the event of a restructuring.
Investments, at Fair Value
Generally, the Blackstone Funds are accounted for as investment companies under the American Institute of Certified Public Accountants Audit and Accounting Guide, , and in accordance with the GAAP guidance on investment companies and reflect their investments, including majority-owned and controlled investments (the “Portfolio Companies”), at fair value. Such consolidated funds’ investments are reflected in Investments on the Condensed Consolidated Statements of Financial Condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of Net Gains (Losses) from Fund Investment Activities in the Condensed Consolidated Statements of Operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, at current market conditions (i.e., the exit price).
Investment Companies
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, Blackstone has elected the fair value option. Such election is irrevocable and is applied on an investment by investment basis at initial recognition or other eligible election dates. Blackstone has applied the fair value option for certain loans and receivables, unfunded loan commitments and certain investments that otherwise would not have been carried at fair value with gains and losses recorded in net income. The methodology for measuring the fair value of such investments is consistent with the methodology applied to private equity, real estate, credit-focused and funds of hedge funds investments. Changes in the fair value of such instruments are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations. Interest income on interest bearing loans and receivables and debt securities on which the fair value option has been elected is based on stated coupon rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums. This interest income is recorded within Interest and Dividend Revenue.
Blackstone has elected the fair value option for the assets of consolidated CLO vehicles. As permitted under GAAP, Blackstone measures notes issued by consolidated CLO vehicles as (a) the sum of the fair value of the consolidated CLO assets and the carrying value of any
non-financial
assets held temporarily, less (b) the sum of the fair value of any beneficial interests retained by Blackstone (other than those that represent compensation for services) and Blackstone’s carrying value of any beneficial interests that represent compensation for services. As a result of this measurement alternative, there is no attribution of amounts to Non-Controlling
Interests for consolidated CLO vehicles. Assets of the consolidated CLOs are presented within Investments within the 20
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Condensed Consolidated Statements of Financial Condition and notes payable within Loans Payable for the amounts due to unaffiliated third parties. Changes in the fair value of consolidated CLO assets and liabilities and related interest, dividend and other income are presented within Net Gains (Losses) from Fund Investment Activities. Expenses of consolidated CLO vehicles are presented in Fund Expenses.
Blackstone has elected the fair value option for certain proprietary investments that would otherwise have been accounted for using the equity method of accounting. The fair value of such investments is based on quoted prices in an active market, quoted prices that are published on a regular basis and are the basis for current transactions or using the discounted cash flow method. Changes in fair value are recognized in Investment Income (Loss) in the Condensed Consolidated Statements of Operations.
Further disclosure on instruments for which the fair value option has been elected is presented in Note 7. “Fair Value Option.”
Blackstone may elect to measure certain proprietary investments in equity securities without readily determinable fair values under the measurement alternative, which reflects cost less impairment, with adjustments in value resulting from observable price changes arising from orderly transactions of the same or a similar security from the same issuer. If the measurement alternative election is not made, the equity security is measured at fair value. The measurement alternative election is made on an instrument by instrument basis. The election is reassessed each reporting period to determine whether investments under the measurement alternative have readily determinable fair values, in which case they would no longer be eligible for this election.
The investments of consolidated Blackstone Funds in funds of hedge funds (“Investee Funds”) are valued at net asset value (“NAV”) per share of the Investee Fund. In limited circumstances, Blackstone may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, Blackstone will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with the requirements of GAAP.
Certain investments of Blackstone and of the consolidated Blackstone funds of hedge funds and credit-focused funds measure their investments in underlying funds at fair value using NAV per share without adjustment. The terms of the investee’s investment generally provide for minimum holding periods or
lock-ups,
the institution of gates on redemptions or the suspension of redemptions or an ability to side pocket investments, at the discretion of the investee’s fund manager, and as a result, investments may not be redeemable at, or within three months of, the reporting date. A side-pocket is used by hedge funds and funds of hedge funds to separate investments that may lack a readily ascertainable value, are illiquid or are subject to liquidity restriction. Redemptions are generally not permitted until the investments within a side-pocket are liquidated or it is deemed that the conditions existing at the time that required the investment to be included in the side-pocket no longer exist. As the timing of either of these events is uncertain, the timing at which Blackstone may redeem an investment held in a side-pocket cannot be estimated. Further disclosure on instruments for which fair value is measured using NAV per share is presented in Note 5. “Net Asset Value as Fair Value.” Security and loan transactions are recorded on a trade date basis.
Equity Method Investments
Investments in which Blackstone is deemed to exert significant influence, but not control, are accounted for using the equity method of accounting except in cases where the fair value option has been elected. Blackstone has significant influence over all Blackstone Funds in which it invests but does not consolidate. Therefore, its investments in such Blackstone Funds, which generally include both a proportionate and disproportionate allocation of the profits and losses (as is the case with carry funds that include a Performance Allocation), are accounted for under the equity method. Under the equity method of accounting, Blackstone’s share of earnings (losses) from equity method investments is included in Investment Income (Loss) in the Condensed Consolidated Statements of Operations.
21
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
In cases where Blackstone’s equity method investments provide for a disproportionate allocation of the profits and losses (as is the case with funds that include a Performance Allocation), Blackstone’s share of earnings (losses) from equity method investments is determined using a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, at the end of each reporting period, Blackstone calculates the Accrued Performance Allocations that would be due to Blackstone 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 Accrued Performance Allocations to reflect either (a) positive performance resulting in an increase in the Accrued Performance Allocation to the general partner, or (b) negative performance that would cause the amount due to Blackstone to be less than the amount previously recognized as revenue, resulting in a negative adjustment to the Accrued Performance Allocation to the general partner. In each scenario, it is necessary to calculate the Accrued Performance Allocation on cumulative results compared to the Accrued Performance Allocation recorded to date and make the required positive or negative adjustments. Blackstone ceases to record negative Performance Allocations once previously Accrued Performance Allocations for such fund have been fully reversed. Blackstone is not obligated to pay guaranteed returns or hurdles, and therefore, cannot have negative Performance Allocations over the life of a fund. The carrying amounts of equity method investments are reflected in Investments in the Condensed Consolidated Statements of Financial Condition.
Strategic Partners’ results presented in Blackstone’s condensed consolidated financial statements are reported on a three-month lag from Strategic Partners’ fund financial statements, which report the performance of underlying investments generally on a same quarter basis, if available. Therefore, Strategic Partners’ results presented herein do not reflect the impact of economic and market activity in the current quarter. Current quarter market activity of Strategic Partners’ underlying investments is expected to affect Blackstone’s reported results in upcoming periods.
Compensation and Benefits
Compensation and Benefits
Compensation
Compensation and Benefits
— Incentive Fee Compensation
—
Compensation and Benefits
— Performance Allocations Compensation
—
in-kind).
Such compensation expense is subject to both positive and negative adjustments. Performance Allocations Compensation is generally based on the performance of individual investments held by a fund rather than on a fund by fund basis. These amounts may also include allocations of investment income from Blackstone’s principal investments, to senior managing directors and employees participating in certain profit sharing initiatives. 22
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Non-Controlling
Interests in Consolidated Entities Non-Controlling
Interests in Consolidated Entities represent the component of Equity in general partner entities and consolidated Blackstone Funds held by third party investors and employees. The percentage interests in consolidated Blackstone Funds held by third parties and employees is adjusted for general partner allocations and by subscriptions and redemptions in funds of hedge funds and certain credit-focused funds which occur during the reporting period. Income (Loss) and other comprehensive income, if applicable, arising from the respective entities 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 Blackstone Inc. Redeemable
Non-Controlling
Interests in Consolidated Entities Investors in certain consolidated vehicles may be granted redemption rights that allow for quarterly or monthly redemption, as outlined in the relevant governing documents. Such redemption rights may be subject to certain limitations, including limits on the aggregate amount of interests that may be redeemed in a given period, may only allow for redemption following the expiration of a specified period of time, or may be withdrawn subject to a redemption fee during the period when capital may not be withdrawn. As a result, amounts relating to third party interests in such consolidated vehicles 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 vehicles in which redemption rights have not been granted, non-controlling
interests are presented within Equity 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 Equity in the consolidated Blackstone Holdings Partnerships held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Certain costs and expenses are borne directly by the Holdings Partnerships. Income (Loss), excluding those costs directly borne by and attributable to the Holdings Partnerships, is attributable to
Non-Controlling
Interests in Blackstone Holdings. This residual attribution is based on the year to date average percentage of Blackstone Holdings Partnership Units and unvested participating Holdings Partnership Units held by Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Unvested participating Holdings Partnership Units are excluded from the attribution in periods
of loss as they are not contractually obligated to share in losses of the Holdings Partnerships. Income Taxes
Provision for Income Taxes
Income taxes are provided for using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities, resulting in all pretax amounts being appropriately tax effected in the period, irrespective of which tax return year items will be reflected. Blackstone reports interest expense and tax penalties related to income tax matters in provision for income taxes.
23
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities. These temporary differences result in taxable or deductible amounts in future years and are measured using the tax rates and laws that will be in effect when such differences are expected to reverse. Valuation allowances are established to reduce the deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets are separately stated, and deferred tax liabilities are included in Accounts Payable, Accrued Expenses, and Other Liabilities in the condensed consolidated financial statements.
Unrecognized Tax Benefits
Blackstone recognizes tax positions in the condensed consolidated financial statements when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in the return and amounts recognized in the condensed consolidated financial statements. Accrued interest and penalties related to unrecognized tax benefits are reported on the related liability line in the condensed consolidated financial statements.
Net Income (Loss) Per Share of Common Stock
Basic Income (Loss) Per Share of Common Stock is calculated by dividing Net Income (Loss) Attributable to Blackstone Inc. by the weighted-average shares of common stock, unvested participating shares of common stock outstanding for the period and vested deferred restricted shares of common stock that have been earned for which issuance of the related shares of common stock is deferred until future periods. Diluted Income (Loss) Per Share of Common Stock reflects the impact of all dilutive securities. Unvested participating shares of common stock are excluded from the computation in periods of loss as they are not contractually obligated to share in losses.
Blackstone applies the treasury stock method to determine the dilutive weighted-average common shares outstanding for certain equity-based compensation awards. Blackstone applies the
“if-converted”
method to the Blackstone Holdings Partnership Units to determine the dilutive impact, if any, of the exchange right included in the Blackstone Holdings Partnership Units. Blackstone applies the contingently issuable share model to contracts that may require the issuance of shares. Reverse Repurchase and Repurchase Agreements
Securities purchased under agreements to resell (“reverse repurchase agreements”) and securities sold under agreements to repurchase (“repurchase agreements”), generally comprised of U.S. and non-U.S. government and agency securities, asset backed securities and corporate debt, represent collateralized financing transactions. Such transactions are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition at their contractual amounts and include accrued interest. The carrying value of reverse repurchase and repurchase agreements approximates fair value.
Blackstone manages credit exposure arising from reverse repurchase agreements and repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide Blackstone, in the event of a counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
24
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Blackstone takes possession of securities purchased under reverse repurchase agreements and is permitted to repledge, deliver or otherwise use such securities. Blackstone also pledges its financial instruments to counterparties to collateralize repurchase agreements. Financial instruments pledged that can be repledged, delivered or otherwise used by the counterparty are recorded in Investments in the Condensed Consolidated Statements of Financial Condition.
Blackstone does not offset assets and liabilities relating to reverse repurchase agreements and repurchase agreements in its Condensed Consolidated Statements of Financial Condition. Additional disclosures relating to offsetting are discussed in Note 10. “Offsetting of Assets and Liabilities.”
Securities Sold, Not Yet Purchased
Securities Sold, Not Yet Purchased consist of equity and debt securities that Blackstone has borrowed and sold. Blackstone 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. Blackstone 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 within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.
Derivative Instruments
Blackstone recognizes all derivatives as assets or liabilities on its Condensed Consolidated Statements of Financial Condition at fair value. On the date Blackstone enters into a derivative contract, it designates and documents each derivative contract as one of the following: (a) a hedge of a recognized asset or liability (“fair value hedge”), (b) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), (c) a hedge of a net investment in a foreign operation, or (d) a derivative instrument not designated as a hedging instrument (“freestanding derivative”).
For freestanding derivative contracts, Blackstone presents changes in fair value in current period earnings. Changes in the fair value of derivative instruments held by consolidated Blackstone Funds are reflected in Net Gains (Losses) from Fund Investment Activities or, where derivative instruments are held by Blackstone, within Investment Income (Loss) in the Condensed Consolidated Statements of Operations. The fair value of freestanding derivative assets of the consolidated Blackstone Funds are recorded within Investments, the fair value of freestanding derivative assets that are not part of the consolidated Blackstone Funds are recorded within Other Assets and the fair value of freestanding derivative liabilities are recorded within Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition.
Blackstone has elected to not offset derivative assets and liabilities or financial assets in its Condensed Consolidated Statements of Financial Condition, including cash, that may be received or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides Blackstone, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
Blackstone’s other disclosures regarding derivative financial instruments are discussed in Note 6. “Derivative Financial Instruments.”
Blackstone’s disclosures regarding offsetting are discussed in Note 10. “Offsetting of Assets and Liabilities.”
25
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Affiliates
Blackstone considers its Founder, senior managing directors, employees, the Blackstone Funds and the Portfolio Companies to be affiliates.
Dividends
Dividends are reflected in the condensed consolidated financial statements when declared.
Recent Accounting Developments
In June 2022, the Financial Accounting Standards Board issued amended guidance addressing certain sale restrictions on equity securities measured at fair value. The guidance requires that reporting entities not consider contractual sale restrictions that prohibit the sale of equity securities when measuring fair value and introduces new disclosure requirements for equity securities subject to contractual sale restrictions. The new guidance was effective for Blackstone beginning January 1, 2024 and was adopted on a prospective basis. There was no impact on the condensed consolidated financial statements upon adoption.
3. Intangible Assets
Intangible Assets, Net consists of the following:
March 31, |
December 31, | |||||||
2024 |
2023 | |||||||
Finite-Lived Intangible Assets/Contractual Rights |
$ |
1,769,372 |
$ |
1,769,372 |
||||
Accumulated Amortization |
(1,577,145 |
) |
(1,568,164 |
) | ||||
Intangible Assets, Net |
$ |
192,227 |
$ |
201,208 |
||||
Amortization expense associated with Blackstone’s intangible assets was $9.0 million and $13.0 million for the three months ended March 31, 2024 and 2023, respectively.
Amortization of Intangible Assets held at March 31, 2024 is expected to be $35.9 million, $35.9 million, $35.7 million, $34.6 million and $17.8 million for each of the years ending December 31, 2024, 2025, 2026, 2027, and 2028, respectively. Blackstone’s Intangible Assets as of March 31, 2024 are expected to amortize over a weighted-average period of 5.9 years.
4. Investments
Investments consist of the following:
March 31, |
December 31, | |||||||
2024 |
2023 | |||||||
Investments of Consolidated Blackstone Funds |
$ |
3,458,911 |
$ |
4,319,483 |
||||
Equity Method Investments |
||||||||
Partnership Investments |
6,100,640 |
5,924,275 |
||||||
Accrued Performance Allocations |
11,163,116 |
10,775,355 |
||||||
Corporate Treasury Investments |
197,976 |
803,870 |
||||||
Other Investments |
5,001,647 |
4,323,639 |
||||||
$ |
25,922,290 |
$ |
26,146,622 |
|||||
26
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Blackstone’s share of Investments of Consolidated Blackstone Funds totaled $241.1 million and $1.0 billion at March 31, 2024 and December 31, 2023, respectively.
Where appropriate, the accounting for Blackstone’s investments incorporates the changes in fair value of those investments as determined under GAAP. The significant inputs and assumptions required to determine the change in fair value of the investments of Consolidated Blackstone Funds, Corporate Treasury Investments and Other Investments are discussed in more detail in Note 8. “Fair Value Measurements of Financial Instruments.”
Investments of Consolidated Blackstone Funds
The following table presents the Realized and Net Change in Unrealized Gains (Losses) on investments held by the consolidated Blackstone Funds and a reconciliation to Other Income (Loss) – Net Gains (Losses) from Fund Investment Activities in the Condensed Consolidated Statements of Operations:
Three Months Ended March 31, |
||||||||
2024 |
2023 |
|||||||
Realized Gains (Losses) |
$ |
(58,412 |
) |
$ |
17,155 |
|||
Net Change in Unrealized Gains (Losses) |
35,125 |
(17,154 |
) | |||||
Realized and Net Change in Unrealized Gains (Losses) from Consolidated Blackstone Funds |
(23,287 |
) |
1 |
|||||
Interest and Dividend Revenue Attributable to Consolidated Blackstone Funds |
5,520 |
71,063 |
||||||
Other Income (Loss) – Net Gains (Losses) from Fund Investment Activities |
$ |
(17,767 |
) |
$ |
71,064 |
|||
Equity Method Investments
Blackstone’s equity method investments include Partnership Investments, which represent the
pro-rata
investments, and any associated Accrued Performance Allocations, in Blackstone Funds, excluding any equity method investments for which the fair value option has been elected. Blackstone evaluates each of its equity method investments, excluding Accrued Performance Allocations, to determine if any were significant as defined by guidance from the United States Securities and Exchange Commission. As of and for the three months ended March 31, 2024 and 2023, no individual equity method investment held by Blackstone met the significance criteria. Partnership Investments
Blackstone recognized net gains related to its Partnership Investments accounted for under the equity method of $156.0 million and $69.2 million for the three months ended March 31, 2024 and 2023, respectively.
27
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Accrued Performance Allocations
Accrued Performance Allocations to Blackstone were as follows:
Real |
Private |
Credit & |
Multi-Asset |
|||||||||||||||||
Estate |
Equity |
Insurance |
Investing |
Total | ||||||||||||||||
Accrued Performance Allocations, December 31, 2023 |
$ |
2,990,602 |
$ |
6,707,244 |
$ |
599,779 |
$ |
477,730 |
$ |
10,775,355 |
||||||||||
Performance Allocations as a Result of Changes in Fund Fair Values |
83,357 |
690,844 |
120,988 |
155,775 |
1,050,964 |
|||||||||||||||
Foreign Exchange Loss |
(5,711 |
) |
— |
— |
— |
(5,711 |
) | |||||||||||||
Fund Distributions |
(183,108 |
) |
(348,875 |
) |
(50,449 |
) |
(75,060 |
) |
(657,492 |
) | ||||||||||
Accrued Performance Allocations, March 31, 2024 |
$ |
2,885,140 |
$ |
7,049,213 |
$ |
670,318 |
$ |
558,445 |
$ |
11,163,116 |
||||||||||
Corporate Treasury Investments
The portion of corporate treasury investments included in Investments represents Blackstone’s investments into primarily fixed income securities, mutual fund interests, and other fund interests. These strategies are managed by a combination of Blackstone personnel and third party advisors. The following table presents the Realized and Net Change in Unrealized Gains (Losses) on these investments:
Three Months Ended March 31, |
||||||||
2024 |
2023 |
|||||||
Realized Gains (Losses) |
$ |
(1,621 |
) |
$ |
2,374 |
|||
Net Change in Unrealized Gains (Losses) |
(1,260 |
) |
7,795 |
|||||
$ |
(2,881 |
) |
$ |
10,169 |
||||
Other Investments
Other Investments consist of equity method investments where Blackstone has elected the fair value option and other proprietary investment securities held by Blackstone, including equity securities carried at fair value, equity investments without readily determinable fair values, and senior secured and subordinated notes in
non-consolidated
CLO vehicles. Equity investments without a readily determinable fair value had a carrying value of $333.9 million as of March 31, 2024. In the period of acquisition and upon remeasurement in connection with an observable transaction, such investments are reported at fair value. See Note 8. “Fair Value Measurements of Financial Instruments” for additional detail. The following table presents Blackstone’s Realized and Net Change in Unrealized Gains (Losses) in Other Investments:Three Months Ended March 31, |
||||||||
2024 |
2023 |
|||||||
Realized Gains |
$ |
2,467 |
$ |
1,924 |
||||
Net Change in Unrealized Gains (Losses) |
455,800 |
(313,153 |
) | |||||
$ |
458,267 |
$ |
(311,229 |
) | ||||
28
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
5. Net Asset Value as Fair Value
A summary of fair value by strategy type and ability to redeem such investments as of March 31, 2024 is presented below:
Redemption |
||||||||||||
Frequency |
Redemption | |||||||||||
Strategy (a) |
Fair Value |
(if currently eligible) |
Notice Period | |||||||||
Equity |
$ |
356,173 |
(b) |
(b) |
||||||||
Real Estate |
112,839 |
(c) |
(c) |
|||||||||
Other |
7,081 |
(d) |
(d) |
|||||||||
$ |
476,093 |
|||||||||||
(a) |
As of March 31, 2024, Blackstone had no unfunded commitments. |
(b) |
The Equity category includes investments in hedge funds that invest primarily in domestic and international equity securities. Investments representing 76% of the fair value of the investments in this category may not be redeemed at, or within three months of, the reporting date. Investments representing 24% of the fair value of the investments in this category are redeemable as of the reporting date. |
(c) |
The Real Estate category includes investments in funds that primarily invest in real estate assets. All investments in this category are redeemable as of the reporting date. |
(d) |
Other is composed of the Credit Driven category, the Commodities category and the Diversified Instruments category. The Credit Driven category includes investments in hedge funds that invest primarily in domestic and international bonds. The Commodities category includes investments in commodities-focused funds that primarily invest in futures and physical-based commodity driven strategies. The Diversified Instruments category includes investments in funds that invest across multiple strategies. All investments in these categories may not be redeemed at, or within three months of, the reporting date. |
6. Derivative Financial Instruments
Blackstone and the consolidated Blackstone Funds enter into derivative contracts in the normal course of business to achieve certain risk management objectives and for general investment and business purposes. Blackstone may enter into derivative contracts in order to hedge its interest rate risk exposure against the effects of interest rate changes. Additionally, Blackstone may also enter into derivative contracts in order to hedge its foreign currency risk exposure against the effects of a portion of its
non-U.S.
dollar denominated currency net investments. As a result of the use of derivative contracts, Blackstone and the consolidated Blackstone Funds are exposed to the risk that counterparties will fail to fulfill their contractual obligations. To mitigate such counterparty risk, Blackstone and the consolidated Blackstone Funds enter into contracts with certain major financial institutions, all of which have investment grade ratings. Counterparty credit risk is evaluated in determining the fair value of derivative instruments. Freestanding Derivatives
Freestanding derivatives are instruments that Blackstone and certain of the consolidated Blackstone Funds have entered into as part of their overall risk management and investment strategies. These derivative contracts are not designated as hedging instruments for accounting purposes. Such contracts may include interest rate swaps, foreign exchange contracts, equity swaps, options, futures and other derivative contracts.
29
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share 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.
March 31, 2024 |
December 31, 2023 | |||||||||||||||||||||||||||||||
Assets |
Liabilities |
Assets |
Liabilities | |||||||||||||||||||||||||||||
Fair |
Fair |
Fair |
Fair | |||||||||||||||||||||||||||||
Notional |
Value |
Notional |
Value |
Notional |
Value |
Notional |
Value | |||||||||||||||||||||||||
| Freestanding Derivatives |
||||||||||||||||||||||||||||||||
| Blackstone |
||||||||||||||||||||||||||||||||
| Interest Rate Contracts |
$ |
626,740 |
$ |
157,387 |
$ |
600,000 |
$ |
97,066 |
$ |
634,840 |
$ |
145,798 |
$ |
607,000 |
$ |
86,589 |
||||||||||||||||
| Foreign Currency Contracts |
167,391 |
465 |
337,017 |
901 |
387,102 |
11,442 |
334,228 |
3,538 |
||||||||||||||||||||||||
| Credit Default Swaps |
— |
— |
640 |
8 |
3,108 |
479 |
3,748 |
508 |
||||||||||||||||||||||||
| Total Return Swaps |
39,956 |
5,812 |
— |
— |
63,158 |
13,171 |
— |
— |
||||||||||||||||||||||||
| Equity Options |
— |
— |
1,131,872 |
646,002 |
— |
— |
1,110,490 |
563,986 |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
834,087 |
163,664 |
2,069,529 |
743,977 |
1,088,208 |
170,890 |
2,055,466 |
654,621 |
|||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Investments of Consolidated Blackstone Funds |
||||||||||||||||||||||||||||||||
| Interest Rate Contracts |
839,931 |
26,800 |
— |
— |
855,683 |
19,189 |
— |
— |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
839,931 |
26,800 |
— |
— |
855,683 |
19,189 |
— |
— |
|||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
$ |
1,674,018 |
$ |
190,464 |
$ |
2,069,529 |
$ |
743,977 |
$ |
1,943,891 |
$ |
190,079 |
$ |
2,055,466 |
$ |
654,621 |
|||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
The table below summarizes the impact to the Condensed Consolidated Statements of Operations from derivative financial instruments:
Three Months Ended March 31, |
||||||||
2024 |
2023 |
|||||||
| Freestanding Derivatives |
||||||||
| Realized Gains (Losses) |
||||||||
| Interest Rate Contracts |
$ |
(614 |
) |
$ |
336 |
|||
| Foreign Currency Contracts |
5,525 |
5,590 |
||||||
| Credit Default Swaps |
75 |
(51 |
) | |||||
| Total Return Swaps |
8,320 |
4,652 |
||||||
| |
|
|
|
|||||
13,306 |
10,527 |
|||||||
| |
|
|
|
|||||
| Net Change in Unrealized Gains (Losses) |
||||||||
| Interest Rate Contracts |
1,024 |
(2,120 |
) | |||||
| Foreign Currency Contracts |
(8,222 |
) |
(3,183 |
) | ||||
| Credit Default Swaps |
(54 |
) |
(228 |
) | ||||
| Total Return Swaps |
(5,519 |
) |
(13 |
) | ||||
| Equity Options |
(82,016 |
) |
(154,838 |
) | ||||
| |
|
|
|
|||||
(94,787 |
) |
(160,382 |
) | |||||
| |
|
|
|
|||||
$ |
(81,481 |
) |
$ |
(149,855 |
) | |||
| |
|
|
|
|||||
As of March 31, 2024 and December 31, 2023, Blackstone had not designated any derivatives as fair value, cash flow or net investment hedges.
30
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
7. Fair Value Option
The following table summarizes the financial instruments for which the fair value option has been elected:
March 31, |
December 31, | |||||||
2024 |
2023 | |||||||
| Assets |
||||||||
| Loans and Receivables |
$ |
95,532 |
$ |
60,738 |
||||
| Equity and Preferred Securities |
2,850,339 |
2,894,302 |
||||||
| Debt Securities |
62,757 |
63,486 |
||||||
| Assets of Consolidated CLO Vehicles |
||||||||
| Corporate Loans |
129,381 |
938,801 |
||||||
| |
|
|
|
|
| |||
$ |
3,138,009 |
$ |
3,957,327 |
|||||
| |
|
|
|
|
| |||
| Liabilities |
||||||||
| CLO Notes Payable |
$ |
169,835 |
$ |
687,122 |
||||
| Corporate Treasury Commitments |
887 |
1,264 |
||||||
| |
|
|
|
|
| |||
$ |
170,722 |
$ |
688,386 |
|||||
| |
|
|
|
|
| |||
The following table presents the Realized and Net Change in Unrealized Gains (Losses) on financial instruments on which the fair value option was elected:
Three Months Ended March 31, | ||||||||||||||||
2024 |
2023 | |||||||||||||||
Net Change |
Net Change | |||||||||||||||
Realized |
in Unrealized |
Realized |
in Unrealized | |||||||||||||
Gains (Losses) |
Gains (Losses) |
Gains (Losses) |
Gains (Losses) | |||||||||||||
| Assets |
||||||||||||||||
| Loans and Receivables |
$ |
(1,604 |
) |
$ |
(408 |
) |
$ |
(763 |
) |
$ |
(303 |
) | ||||
| Equity and Preferred Securities |
2,281 |
17,729 |
1,696 |
(45,113 |
) | |||||||||||
| Debt Securities |
— |
(729 |
) |
— |
(1,831 |
) | ||||||||||
| Assets of Consolidated CLO Vehicles |
||||||||||||||||
| Corporate Loans |
(2,846 |
) |
2,456 |
(3,129 |
) |
482 |
||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
$ |
(2,169 |
) |
$ |
19,048 |
$ |
(2,196 |
) |
$ |
(46,765 |
) | ||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
| Liabilities |
||||||||||||||||
| CLO Notes Payable |
$ |
— |
$ |
600 |
$ |
— |
$ |
2,464 |
||||||||
| Corporate Treasury Commitments |
— |
377 |
— |
2,226 |
||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
$ |
— |
$ |
977 |
$ |
— |
$ |
4,690 |
|||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
31
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
The following table presents information for those financial instruments for which the fair value option was elected:
March 31, 2024 |
December 31, 2023 | |||||||||||||||||||||||
For Financial Assets |
For Financial Assets | |||||||||||||||||||||||
Past Due (a) |
Past Due (a) | |||||||||||||||||||||||
Excess (Deficiency) |
Excess |
Excess (Deficiency) |
Excess | |||||||||||||||||||||
of Fair Value |
Fair |
of Fair Value |
of Fair Value |
Fair |
of Fair Value | |||||||||||||||||||
Over Principal |
Value |
Over Principal |
Over Principal |
Value |
Over Principal | |||||||||||||||||||
| Loans and Receivables |
$ |
252 |
$ |
— |
$ |
— |
$ |
675 |
$ |
— |
$ |
— |
||||||||||||
| Debt Securities |
(54,072 |
) |
— |
— |
(52,577 |
) |
— |
— |
||||||||||||||||
| Assets of Consolidated CLO Vehicles |
||||||||||||||||||||||||
| Corporate Loans |
(3,495 |
) |
1,313 |
— |
(8,751 |
) |
1,345 |
— |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
$ |
(57,315 |
) |
$ |
1,313 |
$ |
— |
$ |
(60,653 |
) |
$ |
1,345 |
$ |
— |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
(a) |
Assets are classified as past due if contractual payments are more than 90 days past due. |
As of March 31, 2024 and December 31, 2023, no Loans and Receivables for which the fair value option was elected were past due or in
non-accrual
status and there were two Corporate Loans included within the Assets of Consolidated CLO Vehicles for which the fair value option was elected that were past due but was not in non-accrual
status. 32
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
8. Fair Value Measurements of Financial Instruments
The following tables summarize the valuation of Blackstone’s financial assets and liabilities by the fair value hierarchy:
March 31, 2024 | ||||||||||||||||||||
Level I |
Level II |
Level III |
NAV |
Total | ||||||||||||||||
| Assets |
||||||||||||||||||||
| Cash and Cash Equivalents |
$ |
214,997 |
$ |
— |
$ |
— |
$ |
— |
$ |
214,997 |
||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Investments |
||||||||||||||||||||
| Investments of Consolidated Blackstone Funds |
||||||||||||||||||||
| Equity Securities, Partnerships and LLC Interests (a) |
10,259 |
119,238 |
2,688,028 |
469,012 |
3,286,537 |
|||||||||||||||
| Debt Instruments |
— |
130,010 |
15,564 |
— |
145,574 |
|||||||||||||||
| Freestanding Derivatives |
— |
26,800 |
— |
— |
26,800 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Investments of Consolidated Blackstone Funds |
10,259 |
276,048 |
2,703,592 |
469,012 |
3,458,911 |
|||||||||||||||
| Corporate Treasury Investments |
67,688 |
121,712 |
8,576 |
— |
197,976 |
|||||||||||||||
| Other Investments |
2,006,970 |
2,590,956 |
72,555 |
7,081 |
4,677,562 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Investments |
2,084,917 |
2,988,716 |
2,784,723 |
476,093 |
8,334,449 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Accounts Receivable - Loans and Receivables |
— |
— |
95,532 |
— |
95,532 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| O Assets - Freestanding Derivatives |
— |
157,852 |
5,812 |
— |
163,664 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
2,299,914 |
$ |
3,146,568 |
$ |
2,886,067 |
$ |
476,093 |
$ |
8,808,642 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Liabilities |
||||||||||||||||||||
| Loans Payable - CLO Notes Payable |
$ |
— |
$ |
169,835 |
$ |
— |
$ |
— |
$ |
169,835 |
||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Accounts Payable, Accrued Expenses and Other Liabilities |
||||||||||||||||||||
| Freestanding Derivatives |
— |
97,975 |
646,002 |
— |
743,977 |
|||||||||||||||
| Contingent Consideration |
— |
— |
504 |
— |
504 |
|||||||||||||||
| Corporate Treasury Commitments |
— |
— |
887 |
— |
887 |
|||||||||||||||
| Securities Sold, Not Yet Purchased |
3,867 |
— |
— |
— |
3,867 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Accounts Payable, Accrued Expenses and Other Liabilities |
3,867 |
97,975 |
647,393 |
— |
749,235 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
3,867 |
$ |
267,810 |
$ |
647,393 |
$ |
— |
$ |
919,070 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
33
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
December 31, 2023 | ||||||||||||||||||||
Level I |
Level II |
Level III |
NAV |
Total | ||||||||||||||||
| Assets |
||||||||||||||||||||
| Cash and Cash Equivalents |
$ |
263,574 |
$ |
— |
$ |
— |
$ |
— |
$ |
263,574 |
||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Investments |
||||||||||||||||||||
| Investments of Consolidated Blackstone Funds |
||||||||||||||||||||
| Equity Securities, Partnerships and LLC Interests (a) |
11,118 |
123,022 |
2,653,246 |
558,259 |
3,345,645 |
|||||||||||||||
| Debt Instruments |
— |
924,264 |
30,385 |
— |
954,649 |
|||||||||||||||
| Freestanding Derivatives |
— |
19,189 |
— |
— |
19,189 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Investments of Consolidated Blackstone Funds |
11,118 |
1,066,475 |
2,683,631 |
558,259 |
4,319,483 |
|||||||||||||||
| Corporate Treasury Investments |
72,071 |
435,430 |
296,369 |
— |
803,870 |
|||||||||||||||
| Other Investments |
1,564,112 |
2,355,423 |
223,441 |
7,275 |
4,150,251 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Investments |
1,647,301 |
3,857,328 |
3,203,441 |
565,534 |
9,273,604 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Accounts Receivable - Loans and Receivables |
— |
— |
60,738 |
— |
60,738 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| OAssets - Freestanding Derivatives |
90 |
157,629 |
13,171 |
— |
170,890 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
1,910,965 |
$ |
4,014,957 |
$ |
3,277,350 |
$ |
565,534 |
$ |
9,768,806 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Liabilities |
||||||||||||||||||||
| Loans Payable - CLO Notes Payable |
$ |
— |
$ |
687,122 |
$ |
— |
$ |
— |
$ |
687,122 |
||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Accounts Payable, Accrued Expenses and Other Liabilities |
||||||||||||||||||||
| Freestanding Derivatives |
436 |
90,199 |
563,986 |
— |
654,621 |
|||||||||||||||
| Contingent Consideration |
— |
— |
387 |
— |
387 |
|||||||||||||||
| Corporate Treasury Commitments |
— |
— |
1,264 |
— |
1,264 |
|||||||||||||||
| Securities Sold, Not Yet Purchased |
3,886 |
— |
— |
— |
3,886 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Accounts Payable, Accrued Expenses and Other Liabilities |
4,322 |
90,199 |
565,637 |
— |
660,158 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
4,322 |
$ |
777,321 |
$ |
565,637 |
$ |
— |
$ |
1,347,280 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LLC Limited Liability Company.
(a) |
Equity Securities, Partnership and LLC Interest includes investments in investment funds. |
Within Investments of Consolidated Blackstone Funds and Other Investments, Blackstone held equity securities subject to sale restrictions with a fair value of
$1.4
billion a
s of
March 31, 2024. The nature of such restrictions are contractual or legal in nature and deemed an attribute of the holder rather than the investment. Contractual restrictions include certain phased restrictions on sale or transfer, underwriter lock-ups and sale or transfer restrictions applicable to certain Investments of Consolidated Blackstone Funds pledged as collateral. Restrictions will generally lapse over time or after a predetermined date and the weighted-average remaining duration of such restrictions is 1.6 years.
Level III equity securities included in Investments of Consolidated Blackstone Funds are illiquid and privately negotiated in nature and may also be subject to contractual sale or transfer restrictions including those pursuant to their respective governing or similar agreements. Investments within Other Investments subject to restrictions on sale or transfer as a result of pledge arrangements are discussed in Note 16. “Commitments and Contingencies — Contingencies — Strategic Ventures.”
34
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of March 31, 2024. Consistent with presentation in these Notes to Condensed Consolidated Financial Statements, this table presents the Level III Investments only of Consolidated Blackstone Funds and therefore does not reflect any other Blackstone Funds.
Fair Value |
Valuation Techniques |
Unobservable Inputs |
Ranges |
Weighted- Average (a) |
Impact to Valuation from an Increase in Input | |||||||||||||||||||
| Financial Assets |
||||||||||||||||||||||||
| Investments of Consolidated Blackstone Funds |
||||||||||||||||||||||||
| Equity Securities, Partnership and LLC Interests |
$ |
2,688,028 |
Discounted Cash Flows |
Discount Rate |
3.3% - 38.6% |
10.1% |
Lower |
|||||||||||||||||
Exit Multiple - EBITDA |
4.0x - 30.6x |
15.0x |
Higher |
|||||||||||||||||||||
Exit Capitalization Rate |
3.1% - 13.2% |
5.1% |
Lower |
|||||||||||||||||||||
| Debt Instruments |
15,564 |
Third Party Pricing |
n/a |
|||||||||||||||||||||
| |
|
|
||||||||||||||||||||||
| Total Investments of Consolidated Blackstone Funds |
2,703,592 |
|||||||||||||||||||||||
| Corporate Treasury Investments |
8,576 |
Transaction Price |
n/a |
|||||||||||||||||||||
| Loans and Receivables |
95,532 |
Discounted Cash Flows |
Discount Rate |
8.8% - 14.0% |
10.3% |
Lower |
||||||||||||||||||
| Other Investments (b) |
78,367 |
Third Party Pricing |
n/a |
|||||||||||||||||||||
| |
|
|
||||||||||||||||||||||
$ |
2,886,067 |
|||||||||||||||||||||||
| |
|
|
||||||||||||||||||||||
| Financial Liabilities |
||||||||||||||||||||||||
| Freestanding Derivatives (c) |
$ |
646,002 |
Option Pricing Model |
Volatility |
6.2% |
n/a |
Higher |
|||||||||||||||||
| Other Liabilities (d) |
1,391 |
Third Party Pricing |
n/a |
|||||||||||||||||||||
Other |
n/a |
|||||||||||||||||||||||
| |
|
|
||||||||||||||||||||||
$ |
647,393 |
|||||||||||||||||||||||
| |
|
|
||||||||||||||||||||||
35
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
The following table summarizes the quantitative inputs and assumptions used for items categorized in Level III of the fair value hierarchy as of December 31, 2023:
Fair Value |
Valuation Techniques |
Unobservable Inputs |
Ranges |
Weighted- Average (a) |
Impact to Valuation from an Increase in Input | |||||||||||||||||||
Financial Assets |
||||||||||||||||||||||||
Investments of Consolidated Blackstone Funds |
||||||||||||||||||||||||
Equity Securities, Partnership and LLC Interests |
$ |
2,653,246 |
Discounted Cash Flows |
Discount Rate |
3.3% - 38.0% |
9.7% |
Lower |
|||||||||||||||||
Exit Multiple - EBITDA |
4.0x - 30.6x |
15.0x |
Higher |
|||||||||||||||||||||
Exit Capitalization Rate |
3.1% - 12.8% |
5.1% |
Lower |
|||||||||||||||||||||
Debt Instruments |
30,385 |
Third Party Pricing |
n/a |
|||||||||||||||||||||
Total Investments of Consolidated Blackstone Funds |
2,683,631 |
|||||||||||||||||||||||
Corporate Treasury Investments |
296,369 |
Discounted Cash Flows |
Discount Rate |
11.2% - 22.4% |
17.1% |
Lower |
||||||||||||||||||
Transaction Price |
n/a |
|||||||||||||||||||||||
Loans and Receivables |
60,738 |
Discounted Cash Flows |
Discount Rate |
8.8% - 14.9% |
10.3% |
Lower |
||||||||||||||||||
Other Investments (b) |
236,612 |
Third Party Pricing |
n/a |
|||||||||||||||||||||
Transaction Price |
n/a |
|||||||||||||||||||||||
$ |
3,277,350 |
|||||||||||||||||||||||
Financial Liabilities |
||||||||||||||||||||||||
Freestanding Derivatives (c) |
$ |
563,986 |
Option Pricing Model |
Volatility |
6.3% |
n/a |
Higher |
|||||||||||||||||
Other Liabilities (d) |
1,651 |
Third Party Pricing |
n/a |
|||||||||||||||||||||
Other |
n/a |
|||||||||||||||||||||||
$ |
565,637 |
|||||||||||||||||||||||
n/a |
Not applicable. | |
EBITDA |
Earnings before interest, taxes, depreciation and amortization. | |
Exit Multiple |
Ranges include the last twelve months EBITDA and forward EBITDA multiples. | |
Third Party Pricing |
Third Party Pricing is generally determined on the basis of unadjusted prices between market participants provided by reputable dealers or pricing services. | |
Transaction Price |
Includes recent acquisitions or transactions. | |
(a) |
Unobservable inputs were weighted based on the fair value of the investments included in the range. | |
(b) |
As of March 31, 2024 and December 31, 2023, Other Investments includes Level III Freestanding Derivatives. | |
(c) |
The volatility of the historical performance of the underlying reference entity is used to project the expected returns relevant for the fair value of the derivative. | |
(d) |
As of March 31, 2024 and December 31, 2023, Other Liabilities includes Level III Contingent Consideration and Level III Corporate Treasury Commitments. |
For the three months ended March 31, 2024, 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.
36
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
The following tables summarize the changes in financial assets and liabilities measured at fair value for which Blackstone has used Level III inputs to determine fair value and does not include gains or losses that were reported in Level III in prior years or for instruments that were transferred out of Level III prior to the end of the respective reporting period. These tables also exclude financial assets and liabilities measured at fair value on a
non-recurring
basis. Total realized and unrealized gains and losses recorded for Level III investments are reported in either Investment Income (Loss) or Net Gains from Fund Investment Activities in the Condensed Consolidated Statements of Operations. Level III Financial Assets at Fair Value Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
2024 |
2023 | |||||||||||||||||||||||||||||||
Investments |
Investments |
|||||||||||||||||||||||||||||||
of |
Loans |
Other |
of |
Loans |
Other |
|||||||||||||||||||||||||||
Consolidated |
and |
Investments |
Consolidated |
and |
Investments |
|||||||||||||||||||||||||||
Funds |
Receivables |
(a) |
Total |
Funds |
Receivables |
(a) |
Total | |||||||||||||||||||||||||
Balance, Beginning of Period |
$ |
2,683,631 |
$ |
60,738 |
$ |
373,024 |
$ |
3,117,393 |
$ |
4,249,832 |
$ |
315,039 |
$ |
30,971 |
$ |
4,595,842 |
||||||||||||||||
Transfer Out Due to Deconsolidation |
(14,237 |
) |
— |
— |
(14,237 |
) |
(3,837 |
) |
— |
— |
(3,837 |
) | ||||||||||||||||||||
Transfer Into Level III (b) |
3,434 |
— |
— |
3,434 |
13,873 |
— |
898 |
14,771 |
||||||||||||||||||||||||
Transfer Out of Level III (b) |
(2,546 |
) |
— |
— |
(2,546 |
) |
(313 |
) |
— |
(2,726 |
) |
(3,039 |
) | |||||||||||||||||||
Purchases |
133,116 |
149,639 |
5,675 |
288,430 |
299,948 |
55,070 |
49,404 |
404,422 |
||||||||||||||||||||||||
Sales |
(34,315 |
) |
(111,167 |
) |
(289,993 |
) |
(435,475 |
) |
(319,161 |
) |
(86,725 |
) |
(180 |
) |
(406,066 |
) | ||||||||||||||||
Issuances |
— |
9,561 |
— |
9,561 |
— |
50,689 |
— |
50,689 |
||||||||||||||||||||||||
Settlements (c) |
— |
(14,110 |
) |
(10,160 |
) |
(24,270 |
) |
— |
(33,796 |
) |
528 |
(33,268 |
) | |||||||||||||||||||
Changes in Gains (Losses) Includedin Earnings |
(65,491 |
) |
871 |
(1,404 |
) |
(66,024 |
) |
98,167 |
7,011 |
(4,291 |
) |
100,887 |
||||||||||||||||||||
Balance, End of Period |
$ |
2,703,592 |
$ |
95,532 |
$ |
77,142 |
$ |
2,876,266 |
$ |
4,338,509 |
$ |
307,288 |
$ |
74,604 |
$ |
4,720,401 |
||||||||||||||||
zed Gains (Losses) Included Related to Financial Assets Still Held at the Reporting Date |
$ |
(39,295 |
) |
$ |
(793 |
) |
$ |
(3,305 |
) |
$ |
(43,393 |
) |
$ |
72,029 |
$ |
1,737 |
$ |
534 |
$ |
74,300 |
||||||||||||
Level III Financial Liabilities at Fair Value Three Months Ended March 31, | ||||||||||||||||||||||||
2024 |
2023 | |||||||||||||||||||||||
Freestanding |
Other |
Freestanding |
Other |
|||||||||||||||||||||
Derivatives |
Liabilities |
Total |
Derivatives |
Liabilities |
Total | |||||||||||||||||||
Balance, Beginning of Period |
$ |
563,986 |
$ |
1,651 |
$ |
565,637 |
$ |
48,581 |
$ |
8,144 |
$ |
56,725 |
||||||||||||
Transfer In Due to Consolidation and Acquisition |
— |
— |
— |
— |
2,300 |
2,300 |
||||||||||||||||||
Changes in Losses (Gains) Included in Earnings |
82,016 |
(260 |
) |
81,756 |
154,838 |
(2,226 |
) |
152,612 |
||||||||||||||||
Balance, End of Period |
$ |
646,002 |
$ |
1,391 |
$ |
647,393 |
$ |
203,419 |
$ |
8,218 |
$ |
211,637 |
||||||||||||
Changes in Unrealized Losses (Gains) Included in Earnings Related to Financial Liabilities Still Held at the Reporting Date |
$ |
82,016 |
$ |
(260 |
) |
$ |
81,756 |
$ |
154,838 |
$ |
(2,226 |
) |
$ |
152,612 |
||||||||||
(a) |
Represents freestanding derivatives, corporate treasury investments and Other Investments. |
(b) |
Transfers in and out of Level III financial assets and liabilities were due to changes in the observability of inputs used in the valuation of such assets and liabilities. |
(c) |
For Freestanding Derivatives included within Other Investments, Settlements includes all ongoing contractual cash payments made or received over the life of the instrument. |
37
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
9. Variable Interest Entities
Pursuant to GAAP consolidation guidance, Blackstone consolidates certain VIEs for which it is the primary beneficiary either directly or indirectly, through a consolidated entity or affiliate. VIEs include certain private equity, real estate, credit-focused or funds of hedge funds entities and CLO vehicles. The purpose of such VIEs is to provide strategy specific investment opportunities for investors in exchange for management and performance-based fees. The investment strategies of the Blackstone Funds differ by product; however, the fundamental risks of the Blackstone Funds are similar, including loss of invested capital and loss of management fees and performance-based fees. In Blackstone’s role as general partner, collateral manager or investment adviser, it generally considers itself the sponsor of the applicable Blackstone Fund. Blackstone 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 entities. In addition, there is no recourse to Blackstone for the consolidated VIEs’ liabilities.
Blackstone holds variable interests in certain VIEs which are not consolidated as it is determined that Blackstone is not the primary beneficiary. Blackstone’s involvement with such entities is in the form of direct and indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets recognized by Blackstone relating to
non-consolidated
VIEs and any clawback obligation relating to previously distributed Performance Allocations. Blackstone’s maximum exposure to loss relating to non-consolidated
VIEs were as follows: March 31, |
December 31, |
|||||||
2024 |
2023 |
|||||||
Investments |
$ |
3,905,515 |
$ |
3,751,591 |
||||
Due from Affiliates |
266,394 |
203,187 |
||||||
Potential Clawback Obligation |
78,823 |
72,119 |
||||||
Maximum Exposure to Loss |
$ |
4,250,732 |
$ |
4,026,897 |
||||
Amounts Due to Non-Consolidated VIEs |
$ |
557 |
$ |
223 |
||||
10. Offsetting of Assets and Liabilities
The following tables present the offsetting of assets and liabilities as of March 31, 2024 and December 31, 2023:
March 31, 2024 | ||||||||||||||||
Gross and Net |
||||||||||||||||
Amounts of |
Gross Amounts Not Offset |
|||||||||||||||
Assets Presented |
in the Statement of |
|||||||||||||||
in the Statement |
Financial Condition |
|||||||||||||||
of Financial |
Financial |
Cash Collateral |
||||||||||||||
Condition |
Instruments (a) |
Received |
Net Amount | |||||||||||||
Assets |
||||||||||||||||
Freestanding Derivatives |
$ |
190,464 |
$ |
124,134 |
$ |
55,854 |
$ |
10,476 |
||||||||
38
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
March 31, 2024 | ||||||||||||||||
Gross and Net |
||||||||||||||||
Amounts of |
||||||||||||||||
Liabilities |
Gross Amounts Not Offset |
|||||||||||||||
Presented in the |
in the Statement of |
|||||||||||||||
Statement of |
Financial Condition |
|||||||||||||||
Financial |
Financial |
Cash Collateral |
||||||||||||||
Condition |
Instruments (a) |
Pledged |
Net Amount | |||||||||||||
Liabilities |
||||||||||||||||
Freestanding Derivatives |
$ |
97,974 |
$ |
97,300 |
$ |
8 |
$ |
666 |
||||||||
December 31, 2023 | ||||||||||||||||
Gross and Net |
||||||||||||||||
Amounts of |
Gross Amounts Not Offset |
|||||||||||||||
Assets Presented |
in the Statement of |
|||||||||||||||
in the Statement |
Financial Condition |
|||||||||||||||
of Financial |
Financial |
Cash Collateral |
||||||||||||||
Condition |
Instruments (a) |
Received |
Net Amount | |||||||||||||
Assets |
||||||||||||||||
Freestanding Derivatives |
$ |
190,079 |
$ |
107,330 |
$ |
49,532 |
$ |
33,217 |
||||||||
December 31, 2023 | ||||||||||||||||
Gross and Net |
||||||||||||||||
Amounts of |
||||||||||||||||
Liabilities |
Gross Amounts Not Offset |
|||||||||||||||
Presented in the |
in the Statement of |
|||||||||||||||
Statement of |
Financial Condition |
|||||||||||||||
Financial |
Financial |
Cash Collateral |
||||||||||||||
Condition |
Instruments (a) |
Pledged |
Net Amount | |||||||||||||
Liabilities |
||||||||||||||||
Freestanding Derivatives |
$ |
90,635 |
$ |
87,777 |
$ |
625 |
$ |
2,233 |
||||||||
(a) |
Amounts presented are inclusive of both legally enforceable master netting agreements, and financial instruments received or pledged as collateral. Financial instruments received or pledged as collateral offset derivative counterparty risk exposure, but do not reduce net balance sheet exposure. |
39
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Freestanding Derivative liabilities are included in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition. Freestanding Derivative assets are included in Other Assets in the Condensed Consolidated Statements of Financial Condition. The following table presents the components of Other Assets:
March 31, |
December 31, |
|||||||
2024 |
2023 |
|||||||
| Furniture, Equipment and Leasehold Improvements |
$ |
952,577 |
$ |
937,355 |
||||
| Less: Accumulated Depreciation |
(417,903 |
) |
(394,602 |
) | ||||
| |
|
|
|
|||||
| Furniture, Equipment and Leasehold Improvements, Net |
534,674 |
542,753 |
||||||
| Prepaid Expenses |
314,873 |
207,886 |
||||||
| Freestanding Derivatives |
163,664 |
170,890 |
||||||
| Other |
59,416 |
23,319 |
||||||
| |
|
|
|
|||||
$ |
1,072,627 |
$ |
944,848 |
|||||
| |
|
|
|
|||||
Notional Pooling Arrangements
Blackstone has notional cash pooling arrangements with financial institutions for cash management purposes. These arrangements allow for cash withdrawals based upon aggregate cash balances on deposit at the same financial institution. Cash withdrawals cannot exceed aggregate cash balances on deposit. The net balance of cash on deposit and overdrafts is used as a basis for calculating net interest expense or income. As of March 31, 2024, the aggregate cash balance on deposit relating to the cash pooling arrangements was $995.3 million, which was offset and reported net of the accompanying overdraft of $959.3 million.
11. Borrowings
The following table presents each of Blackstone’s borrowings as of March 31, 2024 and December 31, 2023, as well as their carrying value and fair value. The borrowings are included in Loans Payable within the Condensed Consolidated Statements of Financial Condition. Each of the Senior Notes were issued at a discount through Blackstone’s indirect subsidiary, Blackstone Holdings Finance Co. L.L.C. The Senior Notes accrue interest from the issue date thereof and pay interest in arrears on a semi-annual basis or annual basis. The Secured Borrowings were issued at par, accrue interest from the issue date thereof and pay interest in arrears on a quarterly basis. CLO Notes Payable pay interest in arrears on a quarterly basis.
40
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
March 31,2024 |
December 31, 2023 |
|||||||||||||||
Carrying |
Fair |
Carrying |
Fair |
|||||||||||||
| Description |
Value |
Value |
Value |
Value |
||||||||||||
| Blackstone Operating Borrowings |
||||||||||||||||
| Senior Notes (a) |
||||||||||||||||
| 2.000%, Due 5/19/2025 |
$ |
328,618 |
$ |
317,401 |
$ |
336,005 |
$ |
324,778 |
||||||||
| 1.000%, Due 10/5/2026 |
649,429 |
607,196 |
664,085 |
620,864 |
||||||||||||
| 3.150%, Due 10/2/2027 |
298,572 |
281,337 |
298,476 |
283,059 |
||||||||||||
| 5.900%, Due 11/3/2027 |
595,678 |
616,194 |
595,411 |
625,158 |
||||||||||||
| 1.625%, Due 8/5/2028 |
645,646 |
566,209 |
645,406 |
566,508 |
||||||||||||
| 1.500%, Due 4/10/2029 |
651,823 |
590,558 |
666,655 |
601,272 |
||||||||||||
| 2.500%, Due 1/10/2030 |
493,819 |
434,280 |
493,573 |
431,005 |
||||||||||||
| 1.600%, Due 3/30/2031 |
496,562 |
390,120 |
496,447 |
391,955 |
||||||||||||
| 2.000%, Due 1/30/2032 |
789,587 |
628,088 |
789,283 |
633,153 |
||||||||||||
| 2.550%, Due 3/30/2032 |
495,788 |
413,915 |
495,670 |
410,755 |
||||||||||||
| 6.200%, Due 4/22/2033 |
892,061 |
948,303 |
891,899 |
962,037 |
||||||||||||
| 3.500%, Due 6/1/2034 |
509,849 |
541,291 |
521,549 |
536,319 |
||||||||||||
| 6.250%, Due 8/15/2042 |
239,530 |
260,620 |
239,457 |
263,270 |
||||||||||||
| 5.000%, Due 6/15/2044 |
490,045 |
458,045 |
489,975 |
464,560 |
||||||||||||
| 4.450%, Due 7/15/2045 |
344,728 |
295,243 |
344,691 |
297,486 |
||||||||||||
| 4.000%, Due 10/2/2047 |
291,204 |
229,914 |
291,149 |
233,685 |
||||||||||||
| 3.500%, Due 9/10/2049 |
392,481 |
288,116 |
392,436 |
294,608 |
||||||||||||
| 2.800%, Due 9/30/2050 |
394,140 |
247,376 |
394,103 |
252,008 |
||||||||||||
| 2.850%, Due 8/5/2051 |
543,357 |
344,674 |
543,317 |
352,457 |
||||||||||||
| 3.200%, Due 1/30/2052 |
987,470 |
686,310 |
987,401 |
696,740 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
10,530,387 |
9,145,190 |
10,576,988 |
9,241,677 |
|||||||||||||
| Other (b) |
||||||||||||||||
| Secured Borrowing, Due 10/27/2033 |
19,949 |
19,949 |
19,949 |
19,949 |
||||||||||||
| Secured Borrowing, Due 1/29/2035 |
20,000 |
20,000 |
20,000 |
20,000 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
10,570,336 |
9,185,139 |
10,616,937 |
9,281,626 |
|||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Borrowings of Consolidated Blackstone Funds |
||||||||||||||||
| CLO Notes Payable (c) |
169,835 |
169,835 |
687,122 |
687,122 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
169,835 |
169,835 |
687,122 |
687,122 |
|||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
$ |
10,740,171 |
$ |
9,354,974 |
$ |
11,304,059 |
$ |
9,968,748 |
|||||||||
| |
|
|
|
|
|
|
|
|||||||||
(a) |
Fair value is determined by broker quote and these notes would be classified as Level II within the fair value hierarchy. |
(b) |
The Secured Borrowing, Due 10/27/2033 has an interest rate of 7.64% and the Secured Borrowing, Due 1/29/2035 has an interest rate of 7.64%. Principal on the Secured Borrowings will be paid over the term with repayment amounts dependent on the performance of the underlying assets securing each borrowing. Repayment amounts from the underlying assets are restricted to solely satisfy the Secured Borrowings obligations. As of March 31, 2024, the fair value of the assets securing both Secured Borrowings equaled $48.5 million. |
(c) |
CLO Notes Payable have maturity dates ranging from June 2025 to January 2037 and have an effective interest rate of 8.25% as of March 31, 2024. A portion of the borrowing outstanding is comprised of subordinated notes which do not have contractual interest rates but instead pay distributions from the excess cash flows of the CLO vehicles. |
41
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Scheduled principal payments for borrowings as of March 31, 2024 were as follows:
Blackstone |
Borrowings of |
|||||||||||
Operating Borrowings |
Consolidated Blackstone Funds |
Total Borrowings | ||||||||||
| 2024 |
$ |
— |
$ |
— |
$ |
— |
||||||
| 2025 |
331,924 |
— |
331,924 |
|||||||||
| 2026 |
653,447 |
— |
653,447 |
|||||||||
| 2027 |
911,589 |
— |
911,589 |
|||||||||
| 2028 |
664,090 |
— |
664,090 |
|||||||||
| Thereafter |
8,136,900 |
180,131 |
8,317,031 |
|||||||||
| |
|
|
|
|
|
|
|
| ||||
$ |
10,697,950 |
$ |
180,131 |
$ |
10,878,081 |
|||||||
| |
|
|
|
|
|
|
|
| ||||
12. Income Taxes
Blackstone’s net deferred tax assets relate primarily to basis differences resulting from a
step-up
in tax basis of certain assets at the time of its conversion to a corporation, as well as ongoing exchanges of units for common shares by founders and partners. As of March 31, 2024, Blackstone had no material valuation allowance recorded against deferred tax assets. Blackstone is subject to examination by the U.S. Internal Revenue Service and other taxing authorities where Blackstone has significant business operations such as the United Kingdom, and various state and local jurisdictions such as New York State and New York City. The tax years under examination vary by jurisdiction. Blackstone does not expect the completion of these audits to have a material impact on its financial condition, but it may be material to operating results for a particular period, depending on the operating results for that period. Blackstone believes the liability established for unrecognized tax benefits is adequate in relation to the potential for additional assessments. It is reasonably possible that changes in the balance of unrecognized tax benefits may occur within the next 12 months; however, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits and the impact on Blackstone’s effective tax rate over the next 12 months.
As of March 31, 2024, the following are the major filing jurisdictions and their respective earliest open tax period subject to examination:
| Jurisdiction |
Year |
|||
| Federal |
2020 |
|||
| New York City |
2009 |
|||
| New York State |
2016 |
|||
| United Kingdom |
2011 |
|||
42
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
13. Earnings Per Share and Stockholders’ Equity
Earnings Per Share
Basic and diluted net income per share of common stock for the three months ended March 31, 2024 and March 31, 2023 was calculated as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
| Net Income for Per Share of Common Stock Calculations |
||||||||
| Net Income Attributable to Blackstone Inc., Basic and Diluted |
$ |
847,386 |
$ |
85,812 |
||||
| |
|
|
|
|
| |||
| Share/Units Outstanding |
||||||||
| Weighted-Average Shares of Common Stock Outstanding, Basic |
759,798,537 |
746,064,922 |
||||||
| Weighted-Average Shares of Unvested Deferred Restricted Common Stock |
459,107 |
579,007 |
||||||
| |
|
|
|
|
| |||
| Weighted-Average Shares of Common Stock Outstanding, Diluted |
760,257,644 |
746,643,929 |
||||||
| |
|
|
|
|
| |||
| Net Income Per Share of Common Stock |
||||||||
| Basic |
$ |
1.12 |
$ |
0.12 |
||||
| |
|
|
|
|
| |||
| Diluted |
$ |
1.11 |
$ |
0.11 |
||||
| |
|
|
|
|
| |||
| Dividends Declared Per Share of Common Stock (a) |
$ |
0.94 |
$ |
0.91 |
||||
| |
|
|
|
|
| |||
(a) |
Dividends declared reflects the calendar date of the declaration for each distribution. |
In computing the dilutive effect that the exchange of Blackstone Holdings Partnership Units would have on Net Income Per Share of Common Stock, Blackstone considered that net income available to holders of shares of common stock would increase due to the elimination of
non-controlling
interests in Blackstone Holdings, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at the Blackstone Inc. level that has not previously been attributed to the non-controlling
interests or if there is a change in tax rate as a result of a hypothetical conversion. The following table summarizes the anti-dilutive securities for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31, | ||||||||
2024 |
2023 | |||||||
| Weighted-Average Blackstone Holdings Partnership Units |
457,917,611 |
462,949,870 |
||||||
Share Repurchase Program
On December 7, 2021, Blackstone’s board of directors authorized the repurchase of up to $2.0 billion of common stock and Blackstone Holdings Partnership Units. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.
43
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
During the three months ended March 31, 2024, Blackstone repurchased 0.7 million shares of common stock at a total cost of $88.4 million. During the three months ended March 31, 2023, Blackstone repurchased 1.0 million shares of common stock at a total cost of $90.1 million. As of March 31, 2024, the amount remaining available for repurchases under the program was $668.4 million.
Shares Eligible for Dividends and Distributions
As of March 31, 2024, the total shares of common stock and Blackstone Holdings Partnership Units entitled to participate in dividends and distributions were as follows:
Shares/Units | ||||
Common Stock Outstanding |
722,263,433 |
|||
Unvested Participating Common Stock |
36,912,993 |
|||
Total Participating Common Stock |
759,176,426 |
|||
Participating Blackstone Holdings Partnership Units |
457,490,143 |
|||
1,216,666,569 |
||||
14. Equity-Based Compensation
Blackstone has granted equity-based compensation awards to Blackstone’s senior managing directors,
non-partner
professionals, non-professionals
and selected external advisers under Blackstone’s Amended and Restated 2007 Equity Incentive Plan (the “Equity Plan”). The Equity Plan allows for the granting of options, share appreciation rights or other share-based awards (shares, restricted shares, restricted shares of common stock, deferred restricted shares of common stock, phantom restricted shares of common stock or other share-based awards based in whole or in part on the fair value of shares of common stock or Blackstone Holdings Partnership Units) which may contain certain service or performance requirements. As of January 1, 2024, Blackstone had the ability to grant 173,443,452 shares under the Equity Plan. For the three months ended March 31, 2024 and March 31, 2023, Blackstone recorded compensation expense of $320.7 million and $277.4 million, respectively, in relation to its equity-based awards with corresponding tax benefits of $65.3 million and $39.3 million, respectively.
As of March 31, 2024, there was $2.8 billion of estimated unrecognized compensation expense related to unvested awards, including compensation with performance conditions where it is probable that the performance condition will be met. This cost is expected to be recognized over a weighted-average period of 3.7 years.
Total vested and unvested outstanding shares, including common stock, Blackstone Holdings Partnership Units and deferred restricted shares of common stock, were 1,216,634,747 as of March 31, 2024. Total outstanding phantom shares were 77,083 as of March 31, 2024.
44
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
A summary of the status of Blackstone’s unvested equity-based awards as of March 31, 2024 and of changes during the period January 1, 2024 through March 31, 2024 is presented below:
Blackstone Holdings |
Blackstone Inc. | |||||||||||||||||||||||
Equity Settled Awards |
Cash Settled Awards | |||||||||||||||||||||||
Weighted- |
Weighted- |
Weighted- | ||||||||||||||||||||||
Average |
Deferred |
Average |
Average | |||||||||||||||||||||
Partnership |
Grant Date |
Restricted Shares |
Grant Date |
Phantom |
Grant Date | |||||||||||||||||||
Unvested Shares/Units |
Units |
Fair Value |
of Common Stock |
Fair Value |
Shares |
Fair Value | ||||||||||||||||||
Balance, December 31, 2023 |
4,585,893 |
$ |
38.94 |
36,456,644 |
$ |
86.05 |
85,447 |
$ |
114.50 |
|||||||||||||||
Granted |
— |
— |
1,708,994 |
130.25 |
7,362 |
128.09 |
||||||||||||||||||
Vested |
(268,682 |
) |
33.25 |
(2,839,811 |
) |
88.53 |
(7,100 |
) |
128.09 |
|||||||||||||||
Forfeited |
(35,431 |
) |
46.58 |
(597,142 |
) |
88.20 |
(15,130 |
) |
128.09 |
|||||||||||||||
Balance, March 31, 2024 |
4,281,780 |
$ |
39.23 |
34,728,685 |
$ |
88.04 |
70,579 |
$ |
128.49 |
|||||||||||||||
Shares/Units Expected to Vest
The following unvested shares and units, after expected forfeitures, as of March 31, 2024, are expected to vest:
Weighted- | ||||||
Average | ||||||
Service Period | ||||||
Shares/Units |
in Years | |||||
Blackstone Holdings Partnership Units |
4,430,851 |
0.5 | ||||
Deferred Restricted Shares of Common Stock |
31,480,104 |
2.7 | ||||
Total Equity-Based Awards |
35,910,955 |
2.5 | ||||
Phantom Shares |
60,171 |
2.8 | ||||
15. Related Party Transactions
Affiliate Receivables and Payables
Due from Affiliates and Due to Affiliates consisted of the following:
March 31, |
December 31, | |||||||
2024 |
2023 | |||||||
Due from Affiliates |
||||||||
Management Fees, Performance Revenues, Reimbursable Expenses and Other Receivables from Non-Consolidated Entities and Portfolio Companies |
$ |
3,824,853 |
$ |
3,638,948 |
||||
Due from Certain Non-Controlling Interest Holders and Blackstone Employees |
794,877 |
720,743 |
||||||
Accrual for Potential Clawback of Previously Distributed Performance Allocations |
75,494 |
106,830 |
||||||
$ |
4,695,224 |
$ |
4,466,521 |
|||||
45
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
March 31, |
December 31, | |||||||
2024 |
2023 | |||||||
Due to Affiliates |
||||||||
Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements |
$ |
1,622,694 |
$ |
1,681,516 |
||||
Due to Non-Consolidated Entities |
104,066 |
124,560 |
||||||
Due to Certain Non-Controlling Interest Holders and Blackstone Employees |
177,654 |
305,816 |
||||||
Accrual for Potential Repayment of Previously Received Performance Allocations |
231,064 |
281,518 |
||||||
$ |
2,135,478 |
$ |
2,393,410 |
|||||
Interests of the Founder, Senior Managing Directors, Employees and Other Related Parties
The Founder, senior managing directors, employees and certain other related parties invest on a discretionary basis in the consolidated Blackstone Funds both directly and through consolidated entities. These investments generally are subject to preferential management fee and performance allocation or incentive fee arrangements. As of March 31, 2024 and December 31, 2023, such investments aggregated $1.7 billion and $1.7 billion, respectively. Their share of the Net Income Attributable to Redeemable
Non-Controlling
and Non-Controlling
Interests in Consolidated Entities aggregated to $31.9 million and $22.2 million for the three months ended March 31, 2024 and 2023, respectively. Contingent Repayment Guarantee
Blackstone and its personnel who have received Performance Allocation 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 Performance Allocation allocated to the general partners of such funds and indirectly received thereby to the extent that either Blackstone or its personnel fails to fulfill its clawback obligation, if any. The Accrual for Potential Repayment of Previously Received Performance Allocations represents amounts previously paid to Blackstone Holdings and
non-controlling
interest holders that would need to be repaid to the Blackstone Funds if the carry funds were to be liquidated based on the fair value of their underlying investments as of March 31, 2024. See Note 16. “Commitments and Contingencies — Contingencies — Contingent Obligations (Clawback).” Tax Receivable Agreements
Blackstone used a portion of the proceeds from the IPO and other sales of shares 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 shares of Blackstone common stock on a 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 would otherwise be required to pay in the future.
one-for-one
Blackstone 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 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.
46
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Assuming no future material changes in the relevant tax law and that the corporate taxpayers earn sufficient taxable income to realize the full tax benefit of the increased amortization of the assets, the expected future payments under the tax receivable agreements (which are taxable to the recipients) will aggregate $1.6 billion over the next 15 years. The
after-tax
net present value of these estimated payments totals $488.8 million assuming a 15% discount rate and using Blackstone’s most recent projections relating to the estimated timing of the benefit to be received. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts. The payments under the tax receivable agreements are not conditioned upon continued ownership of Blackstone equity interests by the pre-IPO
owners and the others mentioned above. Amounts related to the deferred tax asset resulting from the increase in tax basis from the exchange of Blackstone Holdings Partnership Units to shares of Blackstone common stock, the resulting remeasurement of net deferred tax assets at the Blackstone ownership percentage at the balance sheet date, the due to affiliates for the future payments resulting from the tax receivable agreements and resulting adjustment to partners’ capital are included as Acquisition of Ownership Interests from
Non-Controlling
Interest Holders in the Supplemental Disclosure of Non-Cash
Investing and Financing Activities in the Consolidated Statements of Cash Flows. Other
Blackstone does business with and on behalf of some of its Portfolio Companies; all such arrangements are on a negotiated basis.
Additionally, please see Note 16. “Commitments and Contingencies — Contingencies — Guarantees” for information regarding guarantees provided to a lending institution for certain loans held by employees.
16. Commitments and Contingencies
Commitments
Investment Commitments
Blackstone had $4.7 billion of investment commitments as of March 31, 2024 representing general partner capital funding commitments to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments, including loan commitments. The consolidated Blackstone Funds had signed investment commitments of $324.2 million as of March 31, 2024, which includes $206.5 million of signed investment commitments for portfolio company acquisitions in the process of closing.
Contingencies
Guarantees
Certain of Blackstone’s consolidated real estate funds guarantee payments to third parties in connection with the ongoing business activities and/or acquisitions of their Portfolio Companies. There is no direct recourse to Blackstone to fulfill such obligations. To the extent that underlying funds are required to fulfill guarantee obligations, Blackstone’s invested capital in such funds is at risk. Total investments at risk in respect of guarantees extended by consolidated real estate funds was $32.0 million as of March 31, 2024.
The Blackstone Holdings Partnerships provided guarantees to a lending institution for certain loans held by employees either for investment in Blackstone Funds or for members’ capital contributions to Blackstone Europe LLP, formerly named The Blackstone Group International Partners LLP. The amount guaranteed as of March 31, 2024 was $76.0 million.
47
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Strategic Ventures
In December 2022 and January 2023, Blackstone entered into
long-term
strategic ventures (“UC strategic ventures”) with the Regents of the University of California (“UC Investments”), an institutional investor that subscribed for $
4.5 billion of Blackstone Real Estate Income Trust, Inc. (“BREIT”) Class I shares during the three months ended March 31, 2023. The UC strategic ventures provide a waterfall structure with UC Investments receiving an
11.25% target annualized net return on its $
4.5 billion investment in BREIT shares and upside from its investment. This target return, while not guaranteed, is supported by a pledge by Blackstone of $
1.1 billion of its holdings in BREIT as of the subscription dates, including any appreciation or dividends received by Blackstone in respect thereof. Pursuant to the UC strategic ventures, Blackstone is entitled to receive an incremental
5% cash payment from UC Investments on any returns received in excess of the target return. An asset or liability is recognized based on fair value with the maximum potential future obligation capped at the fair value of the assets pledged by Blackstone in connection with the above arrangements. As of March 31, 2024, the fair value of the assets pledged was $
1.1 billion and the total liability recognized was $
646.0 million.
Litigation
Blackstone may from time to time be involved in litigation and claims incidental to the conduct of its business. Blackstone’s businesses are also subject to extensive regulation, which may result in regulatory proceedings against Blackstone.
Blackstone accrues a liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Although there can be no assurance of the outcome of such legal actions, based on information known by management, Blackstone does not have any unaccrued 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.
In December 2017, eight pension plan members of the Kentucky Retirement System (“KRS”) filed a derivative lawsuit on behalf of KRS in the Franklin County Circuit Court of the Commonwealth of Kentucky (the “Mayberry Action”). The Mayberry Action alleged various breaches of fiduciary duty and other violations of Kentucky state law in connection with KRS’s investment in three hedge funds of funds, including a fund managed by Blackstone Alternative Asset Management L.P. (“BLP”). The suit named more than 30 defendants, including, among others, The Blackstone Group L.P. (now Blackstone Inc.); BLP; Stephen A. Schwarzman, as Chairman and CEO of Blackstone; and J. Tomilson Hill, as
then-CEO
of BLP (collectively, the “Blackstone Defendants”). In July 2020, the Kentucky Supreme Court directed the Circuit Court to dismiss the action due to the plaintiffs’ lack of standing. Over the objection of the Blackstone Defendants and others, in December 2020, the Circuit Court permitted the Attorney General of the Commonwealth of Kentucky (the “AG”) to intervene in the Mayberry Action. In April 2023, the Kentucky Court of Appeals held that the Circuit Court exceeded its authority in permitting the AG’s intervention despite the Kentucky Supreme Court’s instruction to dismiss. Accordingly, the Kentucky Court of Appeals vacated all orders entered by the Circuit Court other than the order dismissing the original derivative complaint in the Mayberry Action. The AG’s motion for discretionary review of the Court of Appeals’ decision by the Kentucky Supreme Court was denied and, in February 2024, the Kentucky Circuit Court officially dismissed the Mayberry Action.
48
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Additionally, around the time the AG moved to intervene in 2020, the AG separately filed an additional back-up complaint asserting substantially identical claims against largely the same defendants as the Mayberry Action, including Stephen A. Schwarzman, J. Tomilson Hill and Blackstone Inc. (the “July 2020 Action”). The AG did not pursue the July 2020 Action until August 2023, when the AG served a substantially identical amended complaint which, in September 2023, the named defendants moved to dismiss. In November 2023, the AG amended its complaint again to add BLP—which had not previously been named in the July 2020 Action—as an additional defendant, and BLP subsequently filed a motion to dismiss in December 2023.
On March 31, 2024, while the motions to dismiss were pending, the AG moved to amend its complaint for the third time, seeking for the first time in this litigation to assert a breach of contract claim against the Blackstone Defendants. On April 8, 2024, the Court granted the AG’s motion to amend. Defendants filed a motion to strike the third amended complaint on April 23, 2024. On May 1, 2024, the Court denied the Blackstone Defendants’ motion to dismiss, as well as most other defendants’ motions to dismiss, and defendants’ motion to strike the third amended complaint.
Also on April 8, 2024, the AG filed a new action against the same defendants for the stated purpose of satisfying a limitations statute (the “April 2024 Action”) asserting substantively the same breach of contract claim as the third amended complaint in the July 2020 Action. On May 1, 2024, the Court consolidated the July 2020 Action and the April 2024 Action upon the AG’s motion.
In August 2022, KRS was ordered to disclose, and in September 2022, did disclose, a report prepared in 2021 by a law firm retained by KRS to conduct an investigation into the investment activities underlying the lawsuit. According to the report, the investigators “did not find any violations of fiduciary duty or illegal activity by [BLP]” related to KRS’s due diligence and retention of BLP or KRS’s continued investment with BLP. The report quotes contemporaneous communications by KRS staff during the period of the investment recognizing that BLP was exceeding KRS’s returns benchmark, that BLP was providing KRS with “far fewer negative months than any liquid market comparable,” and that BLP “[h]as killed it.”
In January 2021, certain former plaintiffs in the Mayberry Action filed a separate action (“Taylor I”) against the Blackstone Defendants and other defendants named in the Mayberry Action, asserting allegations substantially similar to those in the Mayberry Action, and in July 2021 they amended their complaint to add class action allegations. Defendants removed Taylor I to the U.S. District Court for the Eastern District of Kentucky, and in March 2022, the District Court stayed Taylor I pending the resolution of the AG’s suit.
In August 2021, a group of KRS members—including those that filed Taylor I—filed a new action in Franklin County Circuit Court (“Taylor II”), against the Blackstone Defendants, other defendants named in the Mayberry Action, and other KRS officials. The filed complaint is substantially similar to that filed in Taylor I and the Mayberry Action. In July 2022, most defendants (including the Blackstone Defendants) moved to dismiss. On May 1, 2024, the Court denied the Blackstone Defendants’ motion to dismiss, as well as most other defendants’ motions to dismiss.
In May 2022, the presiding judge recused himself from the Mayberry Action and Taylor II, and the cases were reassigned to another judge in the Franklin County Circuit Court.
In April 2021, the AG filed an action (the “Declaratory Judgment Action”) against BLP and the other fund manager defendants from the Mayberry Action in Franklin County Circuit Court. The action sought to have certain provisions in the subscription agreements between KRS and the fund managers declared to be in violation of the Kentucky Constitution. In March 2022, the Circuit Court granted summary judgment to the AG and the Court of Appeals affirmed in December 2023. On March 6, 2024, BLP filed a motion for discretionary review by the Kentucky Supreme Court, which is pending.
Blackstone continues to believe that the preceding lawsuits against Blackstone are totally without merit and intends to defend them vigorously.
49
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
In July 2021, BLP filed a breach of contract action against defendants affiliated with KRS alleging that the Mayberry Action and the Declaratory Judgment Action breach the parties’ subscription agreements governing KRS’s investment with BLP. The action seeks damages, including legal fees and expenses incurred in defending against the above actions. In April 2022, the Circuit Court dismissed BLP’s complaint without prejudice to refiling, on the grounds that the action was not yet ripe for adjudication. In May 2023, the Court of Appeals affirmed the Circuit Court’s dismissal, without prejudice, of BLP’s complaint on ripeness grounds. In August 2023, BLP filed a motion with the Kentucky Supreme Court for discretionary review, which was granted in February 2024. Briefing is expected to conclude in June 2024.
In October 2022, as part of a sweep of private equity and other investment advisory firms, the SEC sent us a request for information relating to the retention of certain types of electronic business communications, including text messages, that may be required to be preserved under certain SEC rules. We are continuing to cooperate with the SEC and have begun discussions with the SEC staff about a potential resolution of this inquiry. Our financial results for the three months ended March 31, 2024 include an accrual for the estimated liability related to this matter.
Contingent Obligations (Clawback)
Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceeds the amount due to Blackstone based on cumulative results of that fund. The actual clawback liability, however, generally does not become realized until the end of a fund’s life except for certain Blackstone funds, which may have an interim clawback liability. The lives of the carry funds, including available contemplated extensions, for which a liability for potential clawback obligations has been recorded for financial reporting purposes, are currently anticipated to expire at various points through 2032. Further extensions of such terms may be implemented under given circumstances.
For financial reporting purposes, when applicable, the general partners record 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 Performance Allocation distributions with respect to such fund’s realized investments.
The following table presents the clawback obligations by segment:
March 31, 2024 |
December 31, 2023 | |||||||||||||||||||||||
Current and |
Current and |
|||||||||||||||||||||||
Blackstone |
Former |
Blackstone |
Former |
|||||||||||||||||||||
Segment |
Holdings |
Personnel (a) |
Total (b) |
Holdings |
Personnel (a) |
Total (b) | ||||||||||||||||||
Real Estate |
$ |
128,972 |
$ |
62,812 |
$ |
191,784 |
$ |
145,435 |
$ |
90,337 |
$ |
235,772 |
||||||||||||
Private Equity |
26,387 |
12,415 |
38,802 |
29,046 |
16,231 |
45,277 |
||||||||||||||||||
Credit & Insurance |
211 |
267 |
478 |
207 |
262 |
469 |
||||||||||||||||||
$ |
155,570 |
$ |
75,494 |
$ |
231,064 |
$ |
174,688 |
$ |
106,830 |
$ |
281,518 |
|||||||||||||
(a) |
The split of clawback between Blackstone Holdings and Current and Former Personnel is based on the performance of individual investments held by a fund rather than on a fund by fund basis. |
(b) |
Total is a component of Due to Affiliates. See Note 15. “Related Party Transactions —Affiliate Receivables and Payables — Due to Affiliates.” |
For Private Equity, Real Estate, and certain Credit & Insurance Funds, a portion of the Performance Allocations 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
50
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Blackstone
, except to the extent a portion of the assets held in the segregated accounts may be allocated to a consolidated Blackstone fund of hedge funds. At March 31, 2024, $1.0 billion was held in segregated accounts for the purpose of meeting any clawback obligations of current and former personnel if such payments are
required.
In
the Credit & Insurance segment, payment of Performance Allocations to Blackstone by the majority of the stressed/distressed, mezzanine and credit alpha strategies funds are substantially deferred under the terms of the partnership agreements. This deferral mitigates the need to hold funds in segregated accounts in the event of a cash clawback obligation.
If, at March 31, 2024, all of the investments held by Blackstone’s carry funds were deemed worthless, a possibility that management views as remote, the amount of Performance Allocations subject to potential clawback would be $6.5 billion, on an
after-tax
basis where applicable, of which Blackstone Holdings is potentially liable for $6.1 billion if current and former Blackstone personnel default on their share of the liability, a possibility that management also views as remote.17. Segment Reporting
Blackstone conducts its alternative asset management businesses through four
segments:
• |
Real Estate – Blackstone’s Real Estate segment primarily comprises its management of opportunistic real estate funds, Core+ real estate funds, and real estate debt strategies. |
• |
Private Equity – Blackstone’s Private Equity segment includes its management of flagship Corporate Private Equity funds, sector and geographically-focused Corporate Private Equity funds, core private equity funds, an opportunistic investment platform, a secondary fund of funds business, infrastructure-focused funds, a life sciences investment platform, a growth equity investment platform, an investment platform offering eligible individual investors access to Blackstone’s private equity capabilities, a multi-asset investment program for eligible high net worth investors and a capital markets services business. |
• |
Credit & Insurance – Blackstone’s Credit & Insurance segment consists principally of Blackstone Credit & Insurance, which is organized into three overarching strategies: private corporate credit, liquid corporate credit and infrastructure and asset based credit. In addition, the segment includes an insurer-focused platform and a publicly traded energy infrastructure, renewables and master limited partnership investment platform. |
• |
Multi-Asset Investing – Effective the first quarter of 2024, our Hedge Fund Solutions segment was renamed to “Multi-Asset Investing.” Multi-Asset Investing is organized into two primary platforms: Absolute Return and Multi-Strategy. In addition, the segment also includes a GP Stakes business. |
These
business segments are differentiated by their various investment strategies. Each of the segments primarily earns its income from management fees and investment returns on assets under management.
Segment Distributable Earnings is Blackstone’s segment profitability measure used to make operating decisions and assess performance across Blackstone’s four segments.
Segment Distributable Earnings represents the net realized earnings of Blackstone’s segments and is the sum of Fee Related Earnings and Net Realizations for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related and Non-Recurring Items. Transaction-Related and Non-Recurring Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and non-recurring gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration
51
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and non-recurring gains, losses or other charges that affect period-to-period comparability and are not reflective of Blackstone’s operational performance.
For segment reporting purposes, Segment Distributable Earnings is presented along with its major components, Fee Related Earnings and Net Realizations. Fee Related Earnings is used to assess Blackstone’s ability to generate profits from revenues that are measured and received on a recurring basis and not subject to future realization events. Net Realizations is the sum of Realized Principal Investment Income and Realized Performance Revenues less Realized Performance Compensation. Performance Allocations and Incentive Fees are presented together and referred to collectively as Performance Revenues or Performance Compensation.
Segment Presentation
The following tables present the financial data for Blackstone’s four segments as of March 31, 2024 and for the three months ended March 31, 2024 and 2023.
March 31, 2024 and the Three Months Then Ended | ||||||||||||||||||||
Real |
Private |
Credit & |
Multi-Asset |
Total | ||||||||||||||||
Estate |
Equity |
Insurance |
Investing |
Segments | ||||||||||||||||
| Management and Advisory Fees, Net |
||||||||||||||||||||
| Base Management Fees |
$ |
694,179 |
$ |
450,283 |
$ |
370,998 |
$ |
129,270 |
$ |
1,644,730 |
||||||||||
| Transaction, Advisory and Other Fees, Net |
29,190 |
26,149 |
9,790 |
1,809 |
66,938 |
|||||||||||||||
| Management Fee Offsets |
(2,930 |
) |
(267 |
) |
(892 |
) |
(8 |
) |
(4,097 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Management and Advisory Fees, Net |
720,439 |
476,165 |
379,896 |
131,071 |
1,707,571 |
|||||||||||||||
| Fee Related Performance Revenues |
129,958 |
— |
165,543 |
— |
295,501 |
|||||||||||||||
| Fee Related Compensation |
(174,569 |
) |
(157,392 |
) |
(181,337 |
) |
(40,779 |
) |
(554,077 |
) | ||||||||||
| Other Operating Expenses |
(89,762 |
) |
(86,879 |
) |
(85,530 |
) |
(26,807 |
) |
(288,978 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Fee Related Earnings |
586,066 |
231,894 |
278,572 |
63,485 |
1,160,017 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Realized Performance Revenues |
49,967 |
446,455 |
15,120 |
24,851 |
536,393 |
|||||||||||||||
| Realized Performance Compensation |
(21,863 |
) |
(218,938 |
) |
(5,445 |
) |
(6,778 |
) |
(253,024 |
) | ||||||||||
| Realized Principal Investment Income (Loss) |
2,193 |
22,208 |
3,597 |
(18,060 |
) |
9,938 |
||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Net Realizations |
30,297 |
249,725 |
13,272 |
13 |
293,307 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Segment Distributable Earnings |
$ |
616,363 |
$ |
481,619 |
$ |
291,844 |
$ |
63,498 |
$ |
1,453,324 |
||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Segment Assets |
$ |
12,846,955 |
$ |
13,761,878 |
$ |
7,607,377 |
$ |
2,615,141 |
$ |
36,831,351 |
||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
52
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Three Months Ended March 31, 2023 | ||||||||||||||||||||
Real |
Private |
Credit & |
Multi-Asset |
Total | ||||||||||||||||
Estate |
Equity |
Insurance |
Investing |
Segments | ||||||||||||||||
| Management and Advisory Fees, Net |
||||||||||||||||||||
| Base Management Fees |
$ |
705,387 |
$ |
451,610 |
$ |
326,779 |
$ |
135,771 |
$ |
1,619,547 |
||||||||||
| Transaction, Advisory and Other Fees, Net |
20,561 |
14,784 |
8,451 |
1,914 |
45,710 |
|||||||||||||||
| Management Fee Offsets |
(10,457 |
) |
(1,310 |
) |
(1,101 |
) |
(2 |
) |
(12,870 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Management and Advisory Fees, Net |
715,491 |
465,084 |
334,129 |
137,683 |
1,652,387 |
|||||||||||||||
| Fee Related Performance Revenues |
20,748 |
— |
127,496 |
— |
148,244 |
|||||||||||||||
| Fee Related Compensation |
(137,610 |
) |
(161,626 |
) |
(163,999 |
) |
(45,736 |
) |
(508,971 |
) | ||||||||||
| Other Operating Expenses |
(74,181 |
) |
(76,763 |
) |
(74,238 |
) |
(26,466 |
) |
(251,648 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Fee Related Earnings |
524,448 |
226,695 |
223,388 |
65,481 |
1,040,012 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Realized Performance Revenues |
11,096 |
499,322 |
125,181 |
5,927 |
641,526 |
|||||||||||||||
| Realized Performance Compensation |
(3,165 |
) |
(232,934 |
) |
(56,772 |
) |
(3,153 |
) |
(296,024 |
) | ||||||||||
| Realized Principal Investment Income |
2,224 |
32,889 |
6,009 |
2,569 |
43,691 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Net Realizations |
10,155 |
299,277 |
74,418 |
5,343 |
389,193 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total Segment Distributable Earnings |
534,603 |
$ |
525,972 |
$ |
297,806 |
$ |
70,824 |
$ |
1,429,205 |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Reconciliations of Total Segment Amounts
The following tables reconcile the Total Segment Revenues, Expenses and Distributable Earnings to their equivalent GAAP measure for the three months ended March 31, 2024 and 2023 along with Total Assets as of March 31, 2024:
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
| Revenues |
||||||||
| Total GAAP Revenues |
$ |
3,687,828 |
$ |
1,381,845 |
||||
| Less: Unrealized Performance Revenues (a) |
(445,936 |
) |
759,316 |
|||||
| Less: Unrealized Principal Investment (Income) Loss (b) |
(442,976 |
) |
479,120 |
|||||
| Less: Interest and Dividend Revenue (c) |
(97,839 |
) |
(95,101 |
) | ||||
| Less: Other Revenue (d) |
(44,747 |
) |
14,180 |
|||||
| Impact of Consolidation (e) |
(106,874 |
) |
(58,987 |
) | ||||
| Transaction-Related and Non-Recurring Items (f) |
(449 |
) |
4,788 |
|||||
| Intersegment Eliminations |
396 |
687 |
||||||
| |
|
|
|
|
| |||
| Total Segment Revenue (g) |
$ |
2,549,403 |
$ |
2,485,848 |
||||
| |
|
|
|
|
| |||
53
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
| Expenses |
||||||||
| Total GAAP Expenses |
$ |
1,790,407 |
$ |
1,189,345 |
||||
| Less: Unrealized Performance Allocations Compensation (h) |
(180,900 |
) |
313,249 |
|||||
| Less: Equity-Based Compensation (i) |
(317,779 |
) |
(268,134 |
) | ||||
| Less: Interest Expense (j) |
(107,640 |
) |
(104,209 |
) | ||||
| Impact of Consolidation (e) |
(25,949 |
) |
(56,674 |
) | ||||
| Amortization of Intangibles (k) |
(7,333 |
) |
(11,341 |
) | ||||
| Transaction-Related and Non-Recurring Items (f) |
(52,646 |
) |
(3,833 |
) | ||||
| Administrative Fee Adjustment (l) |
(2,477 |
) |
(2,447 |
) | ||||
| Intersegment Eliminations |
396 |
687 |
||||||
| |
|
|
|
|
| |||
| Total Segment Expenses (m) |
$ |
1,096,079 |
$ |
1,056,643 |
||||
| |
|
|
|
|
| |||
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
| Other Income |
||||||||
| Total GAAP Other Income |
$ |
(17,767 |
) |
$ |
65,856 |
|||
| Impact of Consolidation (e) |
17,767 |
(65,856 |
) | |||||
| |
|
|
|
|
| |||
| Total Segment Other Income |
— |
$ |
— |
|||||
| |
|
|
|
|
| |||
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
| Income Before Provision for Taxes |
||||||||
| Total GAAP Income Before Provision for Taxes |
$ |
1,879,654 |
$ |
258,356 |
||||
| Less: Unrealized Performance Revenues (a) |
(445,936 |
) |
759,316 |
|||||
| Less: Unrealized Principal Investment (Income) Loss (b) |
(442,976 |
) |
479,120 |
|||||
| Less: Interest and Dividend Revenue (c) |
(97,839 |
) |
(95,101 |
) | ||||
| Less: Other Revenue (d) |
(44,747 |
) |
14,180 |
|||||
| Plus: Unrealized Performance Allocations Compensation (h) |
180,900 |
(313,249 |
) | |||||
| Plus: Equity-Based Compensation (i) |
317,779 |
268,134 |
||||||
| Plus: Interest Expense (j) |
107,640 |
104,209 |
||||||
| Impact of Consolidation (e) |
(63,158 |
) |
(68,169 |
) | ||||
| Amortization of Intangibles (k) |
7,333 |
11,341 |
||||||
| Transaction-Related and Non-Recurring Items (f) |
52,197 |
8,621 |
||||||
| Administrative Fee Adjustment (l) |
2,477 |
2,447 |
||||||
| |
|
|
|
|
| |||
| Total Segment Distributable Earnings |
$ |
1,453,324 |
$ |
1,429,205 |
||||
| |
|
|
|
|
| |||
54
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
As of | ||||
March 31, | ||||
2024 | ||||
| Total Assets |
||||
| Total GAAP Assets |
$ |
39,706,302 |
||
| Impact of Consolidation (e) |
(2,874,951 |
) | ||
| |
|
| ||
| Total Segment Assets |
$ |
36,831,351 |
||
| |
|
| ||
Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amortization of intangibles and Transaction-Related and
Non-Recurring
Items. (a) |
This adjustment removes Unrealized Performance Revenues on a segment basis. |
(b) |
This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis. |
(c) |
This adjustment removes Interest and Dividend Revenue on a segment basis. |
(d) |
This adjustment removes Other Revenue on a segment basis. For the three months ended March 31, 2024 and 2023, Other Revenue on a GAAP basis was $44.8 million and $(14.2) million, and included $44.5 million and $(14.7) million of foreign exchange gains (losses), respectively. |
(e) |
This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone’s segment presentation. This adjustment includes the elimination of Blackstone’s interest in these funds, the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures, and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests. |
(f) |
This adjustment removes Transaction-Related and Non-Recurring Items, which are excluded from Blackstone’s segment presentation. Transaction-Related and Non-Recurring Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and non-recurring gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and non-recurring gains, losses or other charges that affect period to period comparability and are not reflective of Blackstone’s operational performance. For the three months ended March 31, 2024, this adjustment includes removal of an accrual for an estimated liability for a legal matter. |
(g) |
Total Segment Revenues is comprised of the following: |
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
| Total Segment Management and Advisory Fees, Net |
$ |
1,707,571 |
$ |
1,652,387 |
||||
| Total Segment Fee Related Performance Revenues |
295,501 |
148,244 |
||||||
| Total Segment Realized Performance Revenues |
536,393 |
641,526 |
||||||
| Total Segment Realized Principal Investment Income |
9,938 |
43,691 |
||||||
| |
|
|
|
|
| |||
| Total Segment Revenues |
$ |
2,549,403 |
$ |
2,485,848 |
||||
| |
|
|
|
|
| |||
(h) |
This adjustment removes Unrealized Performance Allocations Compensation. |
(i) |
This adjustment removes Equity-Based Compensation on a segment basis. |
(j) |
This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the Tax Receivable Agreement. |
(k) |
This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone’s segment presentation. |
55
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
(l) |
This adjustment adds an amount equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation. |
(m) |
Total Segment Expenses is comprised of the following: |
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
Total Segment Fee Related Compensation |
$ |
554,077 |
$ |
508,971 |
||||
Total Segment Realized Performance Compensation |
253,024 |
296,024 |
||||||
Total Segment Other Operating Expenses |
288,978 |
251,648 |
||||||
Total Segment Expenses |
$ |
1,096,079 |
$ |
1,056,643 |
||||
Reconciliations of Total Segment Components
The following tables reconcile the components of Total Segments to their equivalent GAAP measures, reported on the Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 and 2023:
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
Management and Advisory Fees, Net |
||||||||
GAAP |
$ |
1,727,148 |
$ |
1,658,315 |
||||
Segment Adjustment (a) |
(19,577 |
) |
(5,928 |
) | ||||
Total Segment |
$ |
1,707,571 |
$ |
1,652,387 |
||||
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
GAAP Realized Performance Revenues to Total Segment Fee Related Performance Revenues |
||||||||
GAAP |
||||||||
Incentive Fees |
$ |
179,341 |
$ |
142,876 |
||||
Investment Income - Realized Performance Allocations |
652,517 |
646,894 |
||||||
GAAP |
831,858 |
789,770 |
||||||
Total Segment |
||||||||
Less: Realized Performance Revenues |
(536,393 |
) |
(641,526 |
) | ||||
Segment Adjustment (b) |
36 |
— |
||||||
Total Segment |
$ |
295,501 |
$ |
148,244 |
||||
56
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
GAAP Compensation to Total Segment Fee Related Compensation |
||||||||
GAAP |
||||||||
Compensation |
$ |
794,803 |
$ |
716,285 |
||||
Incentive Fee Compensation |
73,707 |
63,281 |
||||||
Realized Performance Allocations Compensation |
258,894 |
296,794 |
||||||
GAAP |
1,127,404 |
1,076,360 |
||||||
Total Segment |
||||||||
Less: Realized Performance Compensation |
(253,024 |
) |
(296,024 |
) | ||||
Less: Equity-Based Compensation - Fee Related Compensation |
(313,400 |
) |
(265,154 |
) | ||||
Less: Equity-Based Compensation - Performance Compensation |
(4,379 |
) |
(2,980 |
) | ||||
Segment Adjustment (c) |
(2,524 |
) |
(3,231 |
) | ||||
Total Segment |
$ |
554,077 |
$ |
508,971 |
||||
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
GAAP General, Administrative and Other to Total Segment Other Operating Expenses |
||||||||
GAAP |
$ |
369,950 |
$ |
273,394 |
||||
Segment Adjustment (d) |
(80,972 |
) |
(21,746 |
) | ||||
Total Segment |
$ |
288,978 |
$ |
251,648 |
||||
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
Realized Performance Revenues |
||||||||
GAAP |
||||||||
Incentive Fees |
$ |
179,341 |
$ |
142,876 |
||||
Investment Income - Realized Performance Allocations |
652,517 |
646,894 |
||||||
GAAP |
831,858 |
789,770 |
||||||
Total Segment |
||||||||
Less: Fee Related Performance Revenues |
(295,501 |
) |
(148,244 |
) | ||||
Segment Adjustment (b) |
36 |
— |
||||||
Total Segment |
$ |
536,393 |
$ |
641,526 |
||||
57
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
Realized Performance Compensation |
||||||||
GAAP |
||||||||
Incentive Fee Compensation |
$ |
73,707 |
$ |
63,281 |
||||
Realized Performance Allocations Compensation |
258,894 |
296,794 |
||||||
GAAP |
332,601 |
360,075 |
||||||
Total Segment |
||||||||
Less: Fee Related Performance Compensation (e) |
(75,198 |
) |
(61,071 |
) | ||||
Less: Equity-Based Compensation—Performance Compensation |
(4,379 |
) |
(2,980 |
) | ||||
Total Segment |
$ |
253,024 |
$ |
296,024 |
||||
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
Realized Principal Investment Income |
||||||||
GAAP |
$ |
78,597 |
$ |
108,058 |
||||
Segment Adjustment (f) |
(68,659 |
) |
(64,367 |
) | ||||
Total Segment |
$ |
9,938 |
$ |
43,691 |
||||
Segment basis presents revenues and expenses on a basis that deconsolidates the investment funds Blackstone manages and excludes the amortization of intangibles, the expense of equity-based awards and Transaction-Related and
Non-Recurring
Items. (a) |
Represents (1) the add back of net management fees earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of revenue from the reimbursement of certain expenses by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures. |
(b) |
Represents the add back of Performance Revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation. |
(c) |
Represents the removal of Transaction-Related and Non-Recurring Items that are not recorded in the Total Segment measures. |
(d) |
Represents the (1) removal of Transaction-Related and Non-Recurring Items that are not recorded in the Total Segment measures, (2) removal of certain expenses reimbursed by the Blackstone Funds, which are presented gross under GAAP but netted against Management and Advisory Fees, Net in the Total Segment measures, and (3) a reduction equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units which is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation. For the three months ended March 31, 2024, this adjustment includes removal of an accrual for an estimated liability for a legal matter. |
(e) |
Fee related performance compensation may include equity-based compensation based on fee related performance revenues. |
(f) |
Represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests. |
58
Blackstone Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued
(All Dollars are in Thousands, Except Share and Per Share Data, Except Where Noted)
18. Subsequent Events
There have been no events since March 31, 2024 that require recognition or disclosure in the Condensed Consolidated Financial Statements.
59
Item 1A. Unaudited Supplemental Presentation of Statements of Financial Condition
Blackstone Inc.
Unaudited Consolidating Statements of Financial Condition
(Dollars in Thousands)
March 31, 2024 | ||||||||||||||||
Consolidated |
Consolidated |
|||||||||||||||
Operating |
Blackstone |
Reclasses and |
||||||||||||||
Partnerships |
Funds (a) |
Eliminations |
Consolidated | |||||||||||||
Assets |
||||||||||||||||
Cash and Cash Equivalents |
$ |
2,504,471 |
$ |
— |
$ |
— |
$ |
2,504,471 |
||||||||
Cash Held by Blackstone Funds and Other |
— |
167,711 |
— |
167,711 |
||||||||||||
Investments |
23,188,344 |
3,458,911 |
(724,965 |
) |
25,922,290 |
|||||||||||
Accounts Receivable |
194,374 |
4,928 |
— |
199,302 |
||||||||||||
Due from Affiliates |
4,727,182 |
15,219 |
(47,177 |
) |
4,695,224 |
|||||||||||
Intangible Assets, Net |
192,227 |
— |
— |
192,227 |
||||||||||||
Goodwill |
1,890,202 |
— |
— |
1,890,202 |
||||||||||||
Other Assets |
1,072,303 |
324 |
— |
1,072,627 |
||||||||||||
Right-of-Use Assets |
805,454 |
— |
— |
805,454 |
||||||||||||
Deferred Tax Assets |
2,256,794 |
— |
— |
2,256,794 |
||||||||||||
Total Assets |
$ |
36,831,351 |
$ |
3,647,093 |
$ |
(772,142 |
) |
$ |
39,706,302 |
|||||||
Liabilities and Equity |
||||||||||||||||
Loans Payable |
$ |
10,570,336 |
$ |
169,835 |
$ |
— |
$ |
10,740,171 |
||||||||
Due to Affiliates |
2,027,046 |
157,799 |
(49,367 |
) |
2,135,478 |
|||||||||||
Accrued Compensation and Benefits |
5,378,212 |
— |
— |
5,378,212 |
||||||||||||
Operating Lease Liabilities |
951,648 |
— |
— |
951,648 |
||||||||||||
Accounts Payable, Accrued Expenses and Other Liabilities |
1,954,381 |
68,978 |
— |
2,023,359 |
||||||||||||
Total Liabilities |
20,881,623 |
396,612 |
(49,367 |
) |
21,228,868 |
|||||||||||
Redeemable Non-Controlling Interests in Consolidated Entities |
9 |
934,996 |
— |
935,005 |
||||||||||||
Equity |
||||||||||||||||
Common Stock |
7 |
— |
— |
7 |
||||||||||||
Series I Preferred Stock |
— |
— |
— |
— |
||||||||||||
Series II Preferred Stock |
— |
— |
— |
— |
||||||||||||
Additional Paid-in-Capital |
6,190,142 |
714,885 |
(714,885 |
) |
6,190,142 |
|||||||||||
Retained Earnings |
796,201 |
7,890 |
(7,890 |
) |
796,201 |
|||||||||||
Accumulated Other Comprehensive Income (Loss) |
(36,884 |
) |
5,602 |
— |
(31,282 |
) | ||||||||||
Non-Controlling Interests in Consolidated Entities |
3,794,570 |
1,587,108 |
— |
5,381,678 |
||||||||||||
Non-Controlling Interests in Blackstone Holdings |
5,205,683 |
— |
— |
5,205,683 |
||||||||||||
Total Equity |
15,949,719 |
2,315,485 |
(722,775 |
) |
17,542,429 |
|||||||||||
Total Liabilities and Equity |
$ |
36,831,351 |
$ |
3,647,093 |
$ |
(772,142 |
) |
$ |
39,706,302 |
|||||||
60
Blackstone Inc.
Unaudited Consolidating Statements of Financial Condition - Continued
(Dollars in Thousands)
December 31, 2023 | ||||||||||||||||
Consolidated |
Consolidated |
|||||||||||||||
Operating |
Blackstone |
Reclasses and |
||||||||||||||
Partnerships |
Funds (a) |
Eliminations |
Consolidated | |||||||||||||
Assets |
||||||||||||||||
Cash and Cash Equivalents |
$ |
2,955,866 |
$ |
— |
$ |
— |
$ |
2,955,866 |
||||||||
Cash Held by Blackstone Funds and Other |
— |
316,197 |
— |
316,197 |
||||||||||||
Investments |
22,595,236 |
4,319,483 |
(768,097 |
) |
26,146,622 |
|||||||||||
Accounts Receivable |
186,370 |
6,995 |
— |
193,365 |
||||||||||||
Due from Affiliates |
4,498,250 |
13,901 |
(45,630 |
) |
4,466,521 |
|||||||||||
Intangible Assets, Net |
201,208 |
— |
— |
201,208 |
||||||||||||
Goodwill |
1,890,202 |
— |
— |
1,890,202 |
||||||||||||
Other Assets |
944,078 |
770 |
— |
944,848 |
||||||||||||
Right-of-Use Assets |
841,307 |
— |
— |
841,307 |
||||||||||||
Deferred Tax Assets |
2,331,394 |
— |
— |
2,331,394 |
||||||||||||
Total Assets |
$ |
36,443,911 |
$ |
4,657,346 |
$ |
(813,727 |
) |
$ |
40,287,530 |
|||||||
Liabilities and Equity |
||||||||||||||||
Loans Payable |
$ |
10,616,937 |
$ |
687,122 |
$ |
— |
$ |
11,304,059 |
||||||||
Due to Affiliates |
2,273,008 |
220,758 |
(100,356 |
) |
2,393,410 |
|||||||||||
Accrued Compensation and Benefits |
5,247,766 |
— |
— |
5,247,766 |
||||||||||||
Operating Lease Liabilities |
989,823 |
— |
— |
989,823 |
||||||||||||
Accounts Payable, Accrued Expenses and Other Liabilities |
1,886,086 |
391,172 |
— |
2,277,258 |
||||||||||||
Total Liabilities |
21,013,620 |
1,299,052 |
(100,356 |
) |
22,212,316 |
|||||||||||
Redeemable Non-Controlling Interests in Consolidated Entities |
9 |
1,179,064 |
— |
1,179,073 |
||||||||||||
Equity |
||||||||||||||||
Common Stock |
7 |
— |
— |
7 |
||||||||||||
Series I Preferred Stock |
— |
— |
— |
— |
||||||||||||
Series II Preferred Stock |
— |
— |
— |
— |
||||||||||||
Additional Paid-in-Capital |
6,175,190 |
701,792 |
(701,792 |
) |
6,175,190 |
|||||||||||
Retained Earnings |
660,734 |
11,579 |
(11,579 |
) |
660,734 |
|||||||||||
Accumulated Other Comprehensive Income (Loss) |
(36,175 |
) |
17,042 |
— |
(19,133 |
) | ||||||||||
Non-Controlling Interests in Consolidated Entities |
3,728,438 |
1,448,817 |
— |
5,177,255 |
||||||||||||
Non-Controlling Interests in Blackstone Holdings |
4,902,088 |
— |
— |
4,902,088 |
||||||||||||
Total Equity |
15,430,282 |
2,179,230 |
(713,371 |
) |
16,896,141 |
|||||||||||
Total Liabilities and Equity |
$ |
36,443,911 |
$ |
4,657,346 |
$ |
(813,727 |
) |
$ |
40,287,530 |
|||||||
(a) |
The Consolidated Blackstone Funds consisted of the following: |
Blackstone Annex Onshore Fund L.P.
Blackstone Horizon Fund L.P.
61
BTD CP Holdings LP
Blackstone Dislocation Fund L.P.
BEPIF (Aggregator) SCSp
BX Shipston SCSp
Blackstone Private Equity Strategies Fund L.P.*
Blackstone Private Equity Strategies Fund SICAV*
Blackstone Private Equity Strategies Fund (Master) FCP*
Clover Credit Partners CLO III, Ltd.
Bayswater Park CLO, LTD.*
Peebles Park CLO, LTD.*
Private equity side-by-side investment vehicles
Real estate side-by-side investment vehicles
Multi-Asset Investing side-by-side investment vehicles.
*Consolidated as of December 31, 2023 only
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 Blackstone Inc.’s condensed consolidated financial statements and the related notes included within this Quarterly Report on
Form 10-Q.
In this report, references to “Blackstone,” the “Company,” “we,” “us” or “our” refer to Blackstone Inc. and its consolidated subsidiaries.
Our Business
Blackstone is the world’s largest alternative asset manager. We generate revenue from fees earned pursuant to contractual arrangements with funds, fund investors and fund portfolio companies (including management, transaction and monitoring fees), and from capital markets services. We also invest in the funds we manage and we are entitled to a pro-rata share of the income of the fund (a “pro-rata allocation”). In addition to a pro-rata allocation, and assuming certain investment returns are achieved, we are entitled to a disproportionate allocation of the income otherwise allocable to the limited partners, commonly referred to as carried interest (“Performance Allocations”). In certain structures, we receive a contractual incentive fee from an investment fund based on achieving certain investment returns (an “Incentive Fee,” and together with Performance Allocations, “Performance Revenues”). 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 are driven by the performance of the underlying investments as well as overall market conditions. Fair values are affected by changes in the fundamentals of our portfolio companies and other investments, the industries in which they operate, the overall economy and other market conditions.
Our business is organized into four segments:
Real Estate
Our Real Estate business is a global leader in real estate investing. Our Real Estate segment operates as one globally integrated business, with investments across the globe, including in the Americas, Europe and Asia. Our real estate investment teams seek to utilize our global expertise and presence to generate attractive risk-adjusted returns for our investors.
Our Blackstone Real Estate Partners (“BREP”) business is geographically diversified and targets a broad range of opportunistic real estate and real estate-related investments. The BREP platform includes global funds as well as funds focused specifically on Europe or Asia investments. BREP seeks to invest thematically in high-quality assets, focusing where we see outsized growth potential driven by global economic and demographic trends. BREP has made significant investments in logistics, data centers, rental housing, hospitality, office and retail properties around the world, as well as in a variety of real estate operating companies.
62
Our Core+ real estate strategy invests in substantially stabilized real estate globally primarily through perpetual capital vehicles. Our Core+ real estate strategy includes our (a) Blackstone Property Partners (“BPP”) funds, which focus on high-quality assets in the Americas, Europe and Asia and (b) our non-listed REIT, Blackstone Real Estate Income Trust, Inc. (“BREIT”) and our Blackstone European Property Income (“BEPIF”) vehicles, which provide income-focused individual investors access to institutional quality real estate primarily in the Americas and Europe, respectively.
Our Blackstone Real Estate Debt Strategies (“BREDS”) platform primarily targets real estate-related debt investment opportunities. BREDS invests in both public and private markets, primarily in the U.S. and Europe. BREDS’ scale and investment mandates enable it to provide a variety of lending options for our borrowers and investment options for our investors, including commercial real estate and mezzanine loans, residential mortgage loan pools and liquid real estate-related debt securities. The BREDS platform includes high-yield real estate debt funds, liquid real estate debt funds and Blackstone Mortgage Trust, Inc. (“BXMT”), a NYSE-listed real estate investment trust (“REIT”).
Private Equity
Our Private Equity segment includes our Corporate Private Equity business, which consists of: (a) our global private equity funds, Blackstone Capital Partners (“BCP”), (b) our sector-focused funds, including our energy- and energy transition-focused funds, Blackstone Energy Transition Partners (“BETP”), (c) our Asia-focused private equity funds, Blackstone Capital Partners Asia and (d) our core private equity funds, Blackstone Core Equity Partners (“BCEP”). Our Private Equity segment also includes (a) our opportunistic investment platform that invests flexibly across asset classes, industries and geographies, Blackstone Tactical Opportunities (“Tactical Opportunities”), (b) our secondary fund business, Strategic Partners Fund Solutions (“Strategic Partners”), (c) our infrastructure-focused funds, Blackstone Infrastructure Partners (“BIP”), (d) our life sciences investment platform, Blackstone Life Sciences (“BXLS”), (e) our growth equity investment platform, Blackstone Growth (“BXG”), (f) our investment platform offering eligible individual investors access to Blackstone’s private equity capabilities, the Blackstone Private Equity Strategies Fund Program (“BXPE Fund Program”), (g) our multi-asset investment program for eligible high net worth investors offering exposure to certain of Blackstone’s key illiquid investment strategies through a single commitment, Blackstone Total Alternatives Solution (“BTAS”) and (h) our capital markets services business, Blackstone Capital Markets (“BXCM”).
We are a global leader in private equity investing. Our Corporate Private Equity business pursues transactions across industries on a global basis. It strives to create value by investing in great businesses where our capital, strategic insight, global relationships and operational support can drive transformation. Corporate Private Equity’s investment strategies and core themes continually evolve in anticipation of, or in response to, changes in the global economy, local markets, regulation, capital flows and geopolitical trends. We seek to construct a differentiated portfolio of investments with a well-defined, post-acquisition value creation strategy. Similarly, we seek investments that can generate strong unlevered returns regardless of entry or exit cycle timing.
BCEP pursues control-oriented investments in high-quality companies with durable businesses and seeks to offer a lower level of risk and a longer hold period than traditional private equity.
Tactical Opportunities pursues a thematically driven, opportunistic investment strategy. Our flexible, global mandate enables us to find differentiated opportunities across asset classes, industries and geographies and invest behind them with the frequent use of structure to generate attractive risk-adjusted returns. Tactical Opportunities’ ability to dynamically shift focus to the most compelling opportunities in any market environment, combined with the business’ expertise in structuring complex transactions, enables Tactical Opportunities to invest in attractive market areas, often with securities that provide downside protection and maintain upside return.
63
Strategic Partners is a total fund solutions provider. As a secondary investor, it acquires interests in high-quality private funds from original holders seeking liquidity. Strategic Partners focuses on a range of opportunities in underlying funds such as private equity, real estate, infrastructure, venture and growth capital, credit and other types of funds, as well as general partner-led transactions and primary investments and co-investments with financial sponsors. Strategic Partners also provides investment advisory services to separately managed account clients investing in primary and secondary investments in private funds and co-investments.
BIP targets a diversified mix of core+, core and public-private partnership investments across all infrastructure sectors, including energy infrastructure, transportation, digital infrastructure and water and waste, with a primary focus in the U.S. BIP applies a disciplined, operationally intensive investment approach to investments, seeking to apply a long-term buy-and-hold strategy to large-scale infrastructure assets with a focus on delivering stable, long-term capital appreciation together with a predictable annual cash flow yield.
BXLS invests across the life cycle of companies and products within the life sciences sector. BXLS primarily focuses on investments in life sciences products in late-stage clinical development within the pharmaceutical, biotechnology and medical technology sectors.
BXG seeks to deliver attractive risk-adjusted returns by investing in dynamic, growth-stage businesses, with a focus on the consumer, consumer technology, enterprise solutions, financial services and healthcare sectors.
The BXPE Fund Program invests primarily in privately negotiated, equity-oriented investments, leveraging the talent and investment capabilities of Blackstone’s private equity platform to create an attractive portfolio of alternative investments diversified across geographies and sectors for eligible individual investors.
Credit & Insurance
Effective January 1, 2024, our corporate credit (formerly Blackstone Credit or BXC), asset based finance and insurance (“insurance platform” and formerly Blackstone Insurance Solutions or BIS) groups were integrated into a single new unit, Blackstone Credit & Insurance (“BXCI”). BXCI offers its clients and borrowers a comprehensive solution across corporate and asset based, as well as investment grade and non-investment grade, private credit. BXCI is one of the largest credit-oriented managers and CLO managers in the world. The investment portfolios of the funds BXCI’s credit platform manages or sub-advises consist primarily of loans and securities of non-investment and investment grade companies spread across the capital structure including senior debt, subordinated debt, preferred stock and common equity.
BXCI is organized into three overarching credit investing strategies: private corporate credit, liquid corporate credit and infrastructure and asset based credit. The private corporate credit strategies include mezzanine and direct lending funds and stressed/distressed strategies. The direct lending funds include Blackstone Private Credit Fund (“BCRED”) and Blackstone Secured Lending Fund (“BXSL”), both of which are business development companies (“BDCs”). The liquid corporate credit strategies consist of CLOs, closed-ended funds, open-ended funds, systematic strategies and separately managed accounts. The infrastructure and asset based credit strategies include our private placement strategies, energy strategies (including the sustainable resources platform) and asset based finance strategies focused on privately originated, income-oriented credit assets secured by physical or financial collateral.
Our insurance platform focuses on providing full investment management services for insurers’ general accounts, seeking to deliver customized and diversified portfolios that include allocations to Blackstone managed products and strategies across asset classes and Blackstone’s private credit origination capabilities. Through this platform, we provide our clients tailored portfolio construction and strategic asset allocation, seeking to generate
64
risk-managed, capital-efficient returns, diversification and capital preservation that meets clients’ objectives. We also provide similar services to clients through separately managed accounts or by sub-managing assets for certain insurance-dedicated funds and special purpose vehicles. Through the insurance platform, we currently manage assets for clients that include Corebridge Financial Inc., Everlake Life Insurance Company, Fidelity & Guaranty Life Insurance Company and Resolution Life Group, among others.
In addition, our Credit & Insurance segment also includes a platform managed by Harvest Fund Advisors LLC (“Harvest”), which primarily invests in publicly traded energy infrastructure, renewables and master limited partnerships holding midstream energy assets in North America. Effective the second quarter of 2024, Harvest will be included in the Multi-Asset Investing segment.
Multi-Asset Investing
Effective the first quarter of 2024, our Hedge Fund Solutions segment was renamed “Multi-Asset Investing.” Our Multi-Asset Investing segment seeks to grow investors’ assets through investment strategies designed to deliver, primarily through the public markets, compelling risk adjusted returns. Blackstone Multi-Asset Investing (“BXMA”) is the world’s largest discretionary allocator to hedge funds. BXMA is organized into two primary platforms: Absolute Return and Multi-Strategy. Absolute Return is designed to pursue consistent, efficient and diversifying returns across multiple market environments. Absolute Return manages a broad range of commingled and customized fund solutions, a seeding business and registered funds that provide alternative asset solutions through daily liquidity products. Multi-Strategy aims to generate strong risk-adjusted returns through opportunistic, asset-class agnostic investing, including structured risk transfer and equity capital markets strategies. Our Multi-Asset Investing segment also includes our GP Stakes business (“GP Stakes”), which targets minority investments in the general partners of private equity and other private market alternative asset management firms globally, with a focus on delivering a combination of recurring annual cash flow yield and long-term capital appreciation. Effective the second quarter of 2024, GP Stakes will be included in the Private Equity segment.
Business Environment
Blackstone’s businesses are materially affected by conditions in the financial markets and economic conditions in the U.S., Europe, Asia and, to a lesser extent, elsewhere in the world.
In the first quarter of 2024, most major equity markets appreciated. Global economic growth remained resilient amid an expectation of easing financial conditions in 2024, following a multi-year period of rising interest rates. In the U.S., the S&P 500 generated a total return of 10.6% in the first quarter, with broad-based strength across most sectors. Equity market volatility increased, with the CBOE Volatility Index up 4.5% to 13.0 in the quarter, but remained below historical averages and down 30% over the past twelve months. Commodity prices were mixed, with the price of West Texas Intermediate crude oil rising 16% to $83.17 per barrel, while Henry Hub natural gas prices declined 30% to $1.76/MMBtu in the quarter.
In credit markets, the S&P leveraged loan index increased 2.5% and the Credit Suisse high yield bond index increased 1.7% in the first quarter. High yield spreads tightened 43 basis points sequentially from the fourth quarter, while issuance increased 117% compared to the first quarter of 2023.
U.S. capital markets activity rebounded broadly in the first quarter, with initial public offering volumes up 196% compared to the first quarter of 2023 and announced merger and acquisition deal volumes up 79% over the same period.
In a continued effort to reduce inflation, major central banks globally maintained restrictive monetary policy in the first quarter. In Europe, the European Central Bank held its deposit facility rate steady at 4.00%, having last raised it by 25bps in the third quarter of 2023. Eurozone inflation slowed to 2.4% year-over-year in March, down
65
from a peak of 10.6% in October of 2022 and down from 2.9% in December of 2023. In the U.S., the Federal Reserve held the federal funds target range steady in the first quarter of 2024 at 5.25%-5.50%, following four hikes in 2023. Inflation has declined substantially from peak, although in recent months the pace of decline has moderated. In March, the U.S consumer price index increased 3.5% year-over-year, down from 9.1% in June 2022; but up from the 3.4% year-over-year increase in December 2023. With Inflation remaining above its long-run target of 2%, the Federal Reserve has indicated that it does not intend to reduce the federal funds target range until it is more confident in the path of inflation. The ten-year U.S. Treasury yield increased 32 basis points to 4.2% in the first quarter of 2024 and further rose subsequent to quarter end to 4.66% as of April 26, 2024. Meanwhile, the three-month LIBOR decreased 3 basis points to 5.56% in the first quarter but has since increased to 5.59% as of April 26, 2024.
Despite the impact of higher interest rates, the U.S. economy continued to demonstrate strength and resiliency in the first quarter. Unemployment was 3.8% in March, and despite an increase to 3.9% subsequent to quarter end, has remained near historically low levels and in line with early 2020, immediately prior to the coronavirus pandemic. Wages increased 4.1% year-over-year in March, while retail sales rose 4.0% year-over-year. In manufacturing, the ISM Manufacturing PMI increased to 50.3 in March 2024, up from 47.1 in the fourth quarter of 2023, signaling an expansion in the U.S. manufacturing sector for the first time since the fourth quarter of 2022.
Economic consensus forecasts suggest a continued deceleration in economic growth over time and an eventual easing of financial conditions. Geopolitical turbulence, including wars in the Middle East and Ukraine, add further uncertainty to the environment. Economic and market conditions are likely to remain complex and dynamic as a result in the near term.
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Organizational Structure
The simplified diagram below depicts our current organizational structure. The diagram does not depict all of our subsidiaries, including intermediate holding companies through which certain of the subsidiaries depicted are held.
Key Financial Measures and Indicators
We manage our business using certain financial measures and key operating metrics since we believe these metrics measure the productivity of our investment activities. We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See “—Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2. Summary of Significant Accounting Policies” and “—Critical Accounting Policies.” Our key non-GAAP financial measures and operating indicators and metrics are discussed below.
Distributable Earnings
Distributable Earnings is derived from Blackstone’s segment reported results. Distributable Earnings is used to assess performance and amounts available for dividends to Blackstone stockholders, including Blackstone personnel and others who are limited partners of the Blackstone Holdings Partnerships. Distributable Earnings is the sum of Segment Distributable Earnings plus Net Interest and Dividend Income (Loss) less Taxes and Related Payables. Distributable Earnings excludes unrealized activity and is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “—Non-GAAP Financial Measures” for our reconciliation of Distributable Earnings.
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Net Interest and Dividend Income (Loss) is presented on a segment basis and is equal to Interest and Dividend Revenue less Interest Expense, adjusted for the impact of consolidation of Blackstone Funds, and interest expense associated with the Tax Receivable Agreement.
Taxes and Related Payables represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and including the Payable under the Tax Receivable Agreement. Further, the current tax provision utilized when calculating Taxes and Related Payables and Distributable Earnings reflects the benefit of deductions available to the company on certain expense items that are excluded from the underlying calculation of Segment Distributable Earnings and Total Segment Distributable Earnings, such as equity-based compensation charges and certain Transaction-Related and Non-Recurring Items where there is a current tax provision or benefit. The economic assumptions and methodologies that impact the implied income tax provision are the same as those methodologies and assumptions used in calculating the current income tax provision for Blackstone’s Consolidated Statements of Operations under GAAP, excluding the impact of divestitures and accrued tax contingencies and refunds which are reflected when paid or received. Management believes that including the amount payable under the Tax Receivable Agreement and utilizing the current income tax provision adjusted as described above when calculating Distributable Earnings is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to stockholders.
Segment Distributable Earnings
Segment Distributable Earnings is Blackstone’s segment profitability measure used to make operating decisions and assess performance across Blackstone’s four segments. Blackstone believes it is useful to stockholders to review the measure that management uses in assessing segment performance. Segment Distributable Earnings represents the net realized earnings of Blackstone’s segments and is the sum of Fee Related Earnings and Net Realizations for each segment. Blackstone’s segments are presented on a basis that deconsolidates Blackstone Funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships, removes the amortization of intangible assets and removes Transaction-Related and Non-Recurring Items. Transaction-Related and Non-Recurring Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and non-recurring gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and non-recurring gains, losses or other charges that affect period-to-period comparability and are not reflective of Blackstone’s operational performance. Segment Distributable Earnings excludes unrealized activity and is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “—Non-GAAP Financial Measures” for our reconciliation of Segment Distributable Earnings.
Net Realizations is presented on a segment basis and is the sum of Realized Principal Investment Income and Realized Performance Revenues (which refers to Realized Performance Revenues excluding Fee Related Performance Revenues), less Realized Performance Compensation (which refers to Realized Performance Compensation excluding Fee Related Performance Compensation and Equity-Based Performance Compensation).
Realized Performance Compensation reflects an increase in the aggregate Realized Performance Compensation paid to certain of our professionals above the amounts allocable to them based upon the percentage participation in the relevant performance plans previously awarded to them. The expectation is that for the full year 2024, Fee Related Compensation will be decreased by the total amount of additional Performance Compensation awarded for the year. For the three months ended March 31, 2024, Realized Performance Compensation was increased by an aggregate of $25.0 million and Fee Related Compensation was decreased by $16.3 million. These changes to Realized Performance Compensation and Fee Related Compensation reduced Net Realizations, increased Fee Related Earnings and had a negative impact to Income Before Provision (Benefit) for
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Taxes and Distributable Earnings in the three months ended March 31, 2024. These changes are not expected to impact Income Before Provision (Benefits) for Taxes and Distributable Earnings for the year ending December 31, 2024. These changes had an impact on individual quarters in 2023 but did not impact Income Before Provision (Benefits) for Taxes and Distributable Earnings for the year ended December 31, 2023.
Fee Related Earnings
Fee Related Earnings is a performance measure used to assess Blackstone’s ability to generate profits from revenues that are measured and received on a recurring basis and not subject to future realization events. Blackstone believes Fee Related Earnings is useful to stockholders as it provides insight into the profitability of the portion of Blackstone’s business that is not dependent on realization activity. Fee Related Earnings equals management and advisory fees (net of management fee reductions and offsets) plus Fee Related Performance Revenues, less (a) Fee Related Compensation on a segment basis and (b) Other Operating Expenses. Fee Related Earnings is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “—Non-GAAP Financial Measures” for our reconciliation of Fee Related Earnings.
Fee Related Compensation is presented on a segment basis and refers to the compensation expense, excluding Equity-Based Compensation, directly related to (a) Management and Advisory Fees, Net and (b) Fee Related Performance Revenues, referred to as Fee Related Performance Compensation.
Fee Related Performance Revenues refers to the realized portion of Performance Revenues from Perpetual Capital that are (a) measured and received on a recurring basis and (b) not dependent on realization events from the underlying investments.
Other Operating Expenses is presented on a segment basis and is equal to General, Administrative and Other Expenses, adjusted to (a) remove transaction-related and non-recurring items that arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering, and non-recurring gains, losses, or other charges, if any, (b) remove certain expenses reimbursed by the Blackstone Funds which are netted against Management and Advisory Fees, Net in Blackstone’s segment presentation and (c) give effect to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation.
Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization
Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization (“Adjusted EBITDA”), is a supplemental measure used to assess performance derived from Blackstone’s segment results and may be used to assess its ability to service its borrowings. Adjusted EBITDA represents Distributable Earnings plus the addition of (a) Interest Expense on a segment basis, (b) Taxes and Related Payables and (c) Depreciation and Amortization. Adjusted EBITDA is derived from and reconciled to, but not equivalent to, its most directly comparable GAAP measure of Income (Loss) Before Provision (Benefit) for Taxes. See “—Non-GAAP Financial Measures” for our reconciliation of Adjusted EBITDA.
Net Accrued Performance Revenues
Net Accrued Performance Revenues is a non-GAAP financial measure Blackstone believes is useful to stockholders as an indicator of potential future realized performance revenues based on the current investment portfolio of the funds and vehicles we manage. Net Accrued Performance Revenues represents the accrued performance revenues receivable by Blackstone, net of the related accrued performance compensation payable by Blackstone, excluding performance revenues that have been realized but not yet distributed as of the reporting date and clawback amounts, if any. Net Accrued Performance Revenues is derived from and reconciled to, but not
69
equivalent to, its most directly comparable GAAP measure of Investments. See “—Non-GAAP Financial Measures” for our reconciliation of Net Accrued Performance Revenues and Note 2. “Summary of Significant Accounting Policies — Equity Method Investments” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” for additional information on the calculation of Investments — Accrued Performance Allocations.
Operating Metrics
The alternative asset management business is primarily based on managing third party capital and does not require substantial capital investment to support rapid growth. 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.
Total and Fee-Earning Assets Under Management
Total Assets Under Management refers to the assets we manage. We believe this measure is useful to stockholders as it represents the total capital for which we provide investment management services. Our Total Assets Under Management equals the sum of:
(a) |
the fair value of the investments held by our carry funds and our side-by-side and co-investment entities managed by us plus the capital that we are entitled to call from investors in those funds and entities pursuant to the terms of their respective capital commitments, including capital commitments to funds that have yet to commence their investment periods, |
(b) |
the net asset value of (1) our hedge funds, real estate debt carry funds, BPP, certain co-investments managed by us, certain credit-focused funds and our Multi-Asset Investing drawdown funds (plus, in each case, the capital that we are entitled to call from investors in those funds, including commitments yet to commence their investment periods) and (2) our funds of hedge funds, our Multi-Asset Investing registered investment companies, BREIT and BEPIF, |
(c) |
the invested capital, fair value or net asset value of assets we manage pursuant to separately managed accounts, |
(d) |
the amount of debt and equity outstanding for our CLOs during the reinvestment period, |
(e) |
the aggregate par amount of collateral assets, including principal cash, for our CLOs after the reinvestment period, |
(f) |
the gross or net amount of assets (including leverage where applicable) for our credit-focused registered investment companies and BDCs, |
(g) |
the fair value of common stock, preferred stock, convertible debt, term loans or similar instruments issued by BXMT and |
(h) |
borrowings under and any amounts available to be borrowed under certain credit facilities of our funds. |
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, hedge funds, funds structured like hedge funds and other open-ended funds in our Real Estate, Credit & Insurance and Multi-Asset Investing segments generally have structures that afford an investor the right to withdraw or redeem their interests on a periodic basis (for example, annually, quarterly or monthly), typically with 2 to 95 days’ notice, depending on the fund and the liquidity profile of the underlying assets. In our Perpetual Capital vehicles where redemption rights exist, Blackstone has the ability to fulfill redemption requests only (a) in Blackstone’s or the vehicles’ board’s discretion, as applicable, or (b) to the extent there is sufficient new capital. Investment advisory agreements related to certain separately managed accounts in our Credit & Insurance and Multi-Asset Investing segments, excluding separately managed accounts in our insurance platform, may generally be terminated by an investor on 30 to 90 days’ notice. Separately managed accounts in our insurance platform can generally only be terminated for long-term underperformance, cause and certain other limited circumstances, in each case subject to Blackstone’s right to cure.
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Fee-Earning Assets Under Management refers to the assets we manage on which we derive management fees and/or performance revenues. We believe this measure is useful to stockholders as it provides insight into the capital base upon which we can earn management fees and/or performance revenues. Our Fee-Earning Assets Under Management equals the sum of:
(a) |
for our Private Equity segment funds, Real Estate segment carry funds including certain BREDS funds and certain Multi-Asset Investing funds, the amount of capital commitments, remaining invested capital, fair value, net asset value or par value of assets held, depending on the fee terms of the fund, |
(b) |
for our credit-focused carry funds, the amount of remaining invested capital (which may include leverage) or net asset value, depending on the fee terms of the fund, |
(c) |
the remaining invested capital or fair value of assets held in co-investment vehicles managed by us on which we receive fees, |
(d) |
the net asset value of our funds of hedge funds, hedge funds, BPP, certain co-investments managed by us, certain registered investment companies, BREIT, BEPIF and certain of our Multi-Asset Investing drawdown funds, |
(e) |
the invested capital, fair value of assets or the net asset value we manage pursuant to separately managed accounts, |
(f) |
the net proceeds received from equity offerings and accumulated distributable earnings of BXMT, subject to certain adjustments, |
(g) |
the aggregate par amount of collateral assets, including principal cash, of our CLOs and |
(h) |
the gross amount of assets (including leverage) or the net assets (plus leverage where applicable) for certain of our credit-focused registered investment companies and BDCs. |
Each of our segments may include certain Fee-Earning Assets Under Management on which we earn performance revenues but not management fees.
Our calculations of Total 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 Total 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 Total Assets Under Management and Fee-Earning Assets Under Management are not based on any definition of Total Assets Under Management and 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 and uncalled capital commitments, whereas Fee-Earning Assets Under Management may include the total amount of capital commitments or the remaining amount of invested capital at cost depending on whether the investment period has expired or as specified by the fee terms of the fund. As such, in certain carry funds 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.
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Perpetual Capital
Perpetual Capital refers to the component of assets under management with an indefinite term, that is not in liquidation, and for which there is no requirement to return capital to investors through redemption requests in the ordinary course of business, except where funded by new capital inflows. Perpetual Capital includes co-investment capital with an investor right to convert into Perpetual Capital. We believe this measure is useful to stockholders as it represents capital we manage that has a longer duration and the ability to generate recurring revenues in a different manner than traditional fund structures.
Dry Powder
Dry Powder represents the amount of capital available for investment or reinvestment, including general partner and employee capital, and is an indicator of the capital we have available for future investments. We believe this measure is useful to stockholders as it provides insight into the extent to which capital is available for Blackstone to deploy capital into investment opportunities as they arise.
Invested Performance Eligible Assets Under Management
Invested Performance Eligible Assets Under Management represents invested capital at fair value, including capital closed for funds whose investment period has not yet commenced, on which performance revenues could be earned if certain hurdles are met. We believe Invested Performance Eligible Assets Under Management is useful to stockholders as it provides insight into the capital deployed that has the potential to generate performance revenues.
Consolidated Results of Operations
Following is a discussion of our consolidated results of operations. For a more detailed discussion of the factors that affected the results of our four business segments (which are presented on a basis that deconsolidates the investment funds, eliminates non-controlling ownership interests in Blackstone’s consolidated operating partnerships and removes the amortization of intangibles assets and Transaction-Related and Non-Recurring Items) in these periods, see “—Segment Analysis” below.
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The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the three months ended March 31, 2024 and 2023:
Three Months Ended |
||||||||||||||||
March 31, |
2024 vs. 2023 | |||||||||||||||
2024 |
2023 |
$ |
% | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Revenues |
||||||||||||||||
Management and Advisory Fees, Net |
$ |
1,727,148 |
$ |
1,658,315 |
$ |
68,833 |
4 |
% | ||||||||
Incentive Fees |
179,341 |
142,876 |
36,465 |
26 |
% | |||||||||||
Investment Income (Loss) |
||||||||||||||||
Performance Allocations |
||||||||||||||||
Realized |
652,517 |
646,894 |
5,623 |
1 |
% | |||||||||||
Unrealized |
445,943 |
(759,212 |
) |
1,205,155 |
n/m |
|||||||||||
Principal Investments |
||||||||||||||||
Realized |
78,597 |
108,058 |
(29,461 |
) |
-27 |
% | ||||||||||
Unrealized |
461,623 |
(491,417 |
) |
953,040 |
n/m |
|||||||||||
Total Investment Income (Loss) |
1,638,680 |
(495,677 |
) |
2,134,357 |
n/m |
|||||||||||
Interest and Dividend Revenue |
97,839 |
90,485 |
7,354 |
8 |
% | |||||||||||
Other |
44,820 |
(14,154 |
) |
58,974 |
n/m |
|||||||||||
Total Revenues |
3,687,828 |
1,381,845 |
2,305,983 |
167 |
% | |||||||||||
Expenses |
||||||||||||||||
Compensation and Benefits |
||||||||||||||||
Compensation |
794,803 |
716,285 |
78,518 |
11 |
% | |||||||||||
Incentive Fee Compensation |
73,707 |
63,281 |
10,426 |
16 |
% | |||||||||||
Performance Allocations Compensation |
||||||||||||||||
Realized |
258,894 |
296,794 |
(37,900 |
) |
-13 |
% | ||||||||||
Unrealized |
180,900 |
(313,249 |
) |
494,149 |
n/m |
|||||||||||
Total Compensation and Benefits |
1,308,304 |
763,111 |
545,193 |
71 |
% | |||||||||||
General, Administrative and Other |
369,950 |
273,394 |
96,556 |
35 |
% | |||||||||||
Interest Expense |
108,203 |
104,441 |
3,762 |
4 |
% | |||||||||||
Fund Expenses |
3,950 |
48,399 |
(44,449 |
) |
-92 |
% | ||||||||||
Total Expenses |
1,790,407 |
1,189,345 |
601,062 |
51 |
% | |||||||||||
Other Income (Loss) |
||||||||||||||||
Change in Tax Receivable Agreement Liability |
— |
(5,208 |
) |
5,208 |
-100 |
% | ||||||||||
Net Gains (Losses) from Fund Investment Activities |
(17,767 |
) |
71,064 |
(88,831 |
) |
n/m |
||||||||||
Total Other Income (Loss) |
(17,767 |
) |
65,856 |
(83,623 |
) |
n/m |
||||||||||
Income Before Provision for Taxes |
1,879,654 |
258,356 |
1,621,298 |
628 |
% | |||||||||||
Provision for Taxes |
283,671 |
47,675 |
235,996 |
495 |
% | |||||||||||
Net Income |
1,595,983 |
210,681 |
1,385,302 |
658 |
% | |||||||||||
Net Loss Attributable to Redeemable Non-Controlling Interests in Consolidated Entities |
(39,669 |
) |
(6,700 |
) |
(32,969 |
) |
492 |
% | ||||||||
Net Income Attributable to Non-Controlling Interests in Consolidated Entities |
102,827 |
74,869 |
27,958 |
37 |
% | |||||||||||
Net Income Attributable to Non-Controlling Interests in Blackstone Holdings |
685,439 |
56,700 |
628,739 |
n/m |
||||||||||||
Net Income Attributable to Blackstone Inc. |
$ |
847,386 |
$ |
85,812 |
$ |
761,574 |
887 |
% | ||||||||
n/m Not meaningful.
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Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Revenues
Revenues were $3.7 billion for the three months ended March 31, 2024, an increase of $2.3 billion, compared to $1.4 billion for the three months ended March 31, 2023. The increase in Revenues was primarily attributable to an increase of $2.1 billion in Investment Income (Loss), which was primarily composed of an increase of $2.2 billion in Unrealized Investment Income (Loss).
The $2.2 billion increase in Unrealized Investment Income (Loss) was primarily attributable to net unrealized appreciation of investments in the three months ended March 31, 2024 compared to net unrealized depreciation of investments in the three months ended March 31, 2023. Principal drivers were:
• |
An increase of $918.3 million in our Credit & Insurance segment, primarily attributable to unrealized appreciation on the ownership of Corebridge common stock for the three months ended March 31, 2024 compared to unrealized depreciation of ownership of Corebridge common stock for the three months ended March 31, 2023. |
• |
An increase of $539.5 million in our Private Equity segment, primarily attributable to higher net unrealized appreciation of investments in Corporate Private Equity in the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The carrying value of Corporate Private Equity increased 3.4% in the three months ended March 31, 2024 compared to an increase of 2.8% in the three months ended March 31, 2023. |
• |
An increase of $538.7 million in our Real Estate segment, primarily attributable to stronger performance in Core+ real estate and BREP in the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The carrying values of Core+ real estate and BREP increased 1.2% and 0.3%, respectively, in the three months ended March 31, 2024 compared to decreases of 1.6% and 0.4%, respectively, in the three months ended March 31, 2023. |
Expenses
Expenses were $1.8 billion for the three months ended March 31, 2024, an increase of $601.1 million, compared to $1.2 billion for the three months ended March 31, 2023. The increase was primarily attributable to an increase of $545.2 million in Total Compensation and Benefits, of which $456.2 million was an increase in Performance Allocations Compensation. The increase in Performance Allocations Compensation was primarily due to the increase in Investment Income (Loss), on which a portion of compensation is based.
Other Income
Other Income (Loss) was $(17.8) million for the three months ended March 31, 2024, a decrease of $83.6 million, compared to $65.9 million for the three months ended March 31, 2023. The decrease in Other Income (Loss) was primarily due to a decrease of $88.8 million in Net Gains (Losses) from Fund Investment Activities.
The decrease in Net Gains (Losses) from Fund Investment Activities was principally driven by a decrease of $42.6 million in our Private Equity segment primarily due to the deconsolidation of a fund and a decrease of $39.3 million in our Real Estate segment primarily due to unrealized depreciation of investments in our consolidated funds.
Provision for Taxes
Blackstone’s Provision for Taxes for the three months ended March 31, 2024 was $283.7 million, an increase of $236.0 million, compared to $47.7 million for the three months ended March 31, 2023. This resulted in an effective tax rate of 15.1% and 18.5%, based on our Income Before Provision for Taxes of $1.9 billion and $258.4 million for the three months ended March 31, 2024 and 2023, respectively.
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The decrease in Blackstone’s effective tax rate for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, resulted primarily from the impact of state taxes and outside basis adjustments.
Blackstone had a corporate alternative minimum tax (“CAMT”) liability for the March 31, 2024 as calculated pursuant to the Inflation Reduction Act. Blackstone will continue to assess the overall impact to its Provision for Income Tax upon the issuance of applicable additional guidance by the U.S. Treasury Department related to interpretations of CAMT. For the three months ended March 31, 2024, there is no meaningful CAMT impact reflected in the Provision for Income Taxes given current year tax payments made under CAMT are permitted to be carried forward and used as credits in future years resulting in a deferred tax benefit.
Additional information regarding our income taxes can be found in Note 12. “Income Taxes” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.
Non-Controlling Interests in Consolidated Entities
The Net Income Attributable to Redeemable Non-Controlling Interests in Consolidated Entities and Net Income Attributable to Non-Controlling Interests in Consolidated Entities is attributable to the consolidated Blackstone Funds. The amounts of these items vary directly with the performance of the consolidated Blackstone Funds and largely eliminate the amount of Other Income (Loss) – Net Gains (Losses) from Fund Investment Activities from the Net Income Attributable to Blackstone Inc.
Net Income Attributable to Non-Controlling Interests in Blackstone Holdings is derived from the Income Before Provision for Taxes at the Blackstone Holdings level, excluding the Net Gains (Losses) from Fund Investment Activities and the percentage allocation of the income between Blackstone personnel and others who are limited partners of Blackstone Holdings and Blackstone after considering any contractual arrangements that govern the allocation of income such as fees allocable to Blackstone.
For the three months ended March 31, 2024 and 2023, the Net Income Before Taxes allocated to Blackstone personnel and others who are limited partners of Blackstone Holdings was 38.8% and 39.4%, respectively. The decrease of 0.6% was primarily due to the conversion of Blackstone Holdings Partnership Units to shares of common stock and the vesting of shares of common stock.
The Other Income (Loss) — Change in Tax Receivable Agreement Liability was entirely allocated to Blackstone Inc.
Operating Metrics
Total and Fee-Earning Assets Under Management
The following graphs and tables summarize the Fee-Earning Assets Under Management by Segment and Total Assets Under Management by Segment, followed by a rollforward of activity for the three months ended March 31, 2024 and 2023. 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 — Total and Fee-Earning Assets Under Management.”
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Note: |
Totals may not add due to rounding. |
76
Three Months Ended | ||||||||||||||||||||||||||||||||||||||||
March 31, 2024 |
March 31, 2023 | |||||||||||||||||||||||||||||||||||||||
Private |
Credit & |
Multi-Asset |
Private |
Credit & |
Multi-Asset |
|||||||||||||||||||||||||||||||||||
Real Estate |
Equity |
Insurance |
Investing |
Total |
Real Estate |
Equity |
Insurance |
Investing |
Total | |||||||||||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||||||||||||||
Fee-Earning Assets Under Management |
||||||||||||||||||||||||||||||||||||||||
Balance, Beginning of Period |
$ |
298,889,475 |
$ |
168,620,545 |
$ |
223,844,084 |
$ |
71,253,798 |
$ |
762,607,902 |
$ |
281,967,153 |
$ |
167,082,852 |
$ |
198,162,931 |
$ |
71,173,952 |
$ |
718,386,888 |
||||||||||||||||||||
Inflows (a) |
9,026,182 |
2,277,263 |
16,427,617 |
1,315,074 |
29,046,136 |
15,715,717 |
1,779,857 |
12,412,934 |
2,058,840 |
31,967,348 |
||||||||||||||||||||||||||||||
Outflows (b) |
(3,174,588 |
) |
(217,529 |
) |
(2,120,474 |
) |
(1,287,285 |
) |
(6,799,876 |
) |
(3,741,724 |
) |
(144,634 |
) |
(3,858,030 |
) |
(1,383,002 |
) |
(9,127,390 |
) | ||||||||||||||||||||
Net Inflows |
5,851,594 |
2,059,734 |
14,307,143 |
27,789 |
22,246,260 |
11,973,993 |
1,635,223 |
8,554,904 |
675,838 |
22,839,958 |
||||||||||||||||||||||||||||||
Realizations (c) |
(4,103,524 |
) |
(1,455,310 |
) |
(4,038,602 |
) |
(384,941 |
) |
(9,982,377 |
) |
(4,493,945 |
) |
(2,943,918 |
) |
(3,231,450 |
) |
(324,743 |
) |
(10,994,056 |
) | ||||||||||||||||||||
Market Activity (d)(g) |
946,012 |
1,379,421 |
1,714,280 |
2,486,057 |
6,525,770 |
(1,949,895 |
) |
(430,652 |
) |
3,136,537 |
984,629 |
1,740,619 |
||||||||||||||||||||||||||||
Balance, End of Period (e) |
$ |
301,583,557 |
$ |
170,604,390 |
$ |
235,826,905 |
$ |
73,382,703 |
$ |
781,397,555 |
$ |
287,497,306 |
$ |
165,343,505 |
$ |
206,622,922 |
$ |
72,509,676 |
$ |
731,973,409 |
||||||||||||||||||||
Increase (Decrease) |
$ |
2,694,082 |
$ |
1,983,845 |
$ |
11,982,821 |
$ |
2,128,905 |
$ |
18,789,653 |
$ |
5,530,153 |
$ |
(1,739,347 |
) |
$ |
8,459,991 |
$ |
1,335,724 |
$ |
13,586,521 |
|||||||||||||||||||
Increase (Decrease) |
1 |
% |
1 |
% |
5 |
% |
3 |
% |
2 |
% |
2 |
% |
-1 |
% |
4 |
% |
2 |
% |
2 |
% | ||||||||||||||||||||
Annualized Base Management Fee |
||||||||||||||||||||||||||||||||||||||||
Rate (f) |
0.92 |
% |
1.06 |
% |
0.65 |
% |
0.72 |
% |
0.85 |
% |
0.99 |
% |
1.09 |
% |
0.65 |
% |
0.76 |
% |
0.89 |
% | ||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||||||||||
March 31, 2024 |
March 31, 2023 | |||||||||||||||||||||||||||||||||||||||
Private |
Credit & |
Multi-Asset |
Private |
Credit & |
Multi-Asset |
|||||||||||||||||||||||||||||||||||
Real Estate |
Equity |
Insurance |
Investing |
Total |
Real Estate |
Equity |
Insurance |
Investing |
Total | |||||||||||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||||||||||||||
Total Assets Under Management |
||||||||||||||||||||||||||||||||||||||||
Balance, Beginning of Period |
$ |
336,940,096 |
$ |
304,038,221 |
$ |
318,915,676 |
$ |
80,298,454 |
$ |
1,040,192,447 |
$ |
326,146,904 |
$ |
288,902,142 |
$ |
279,908,030 |
$ |
79,716,001 |
$ |
974,673,077 |
||||||||||||||||||||
Inflows (a) |
8,089,218 |
7,359,930 |
17,194,307 |
1,398,058 |
34,041,513 |
17,045,929 |
4,556,005 |
16,589,263 |
2,168,497 |
40,359,694 |
||||||||||||||||||||||||||||||
Outflows (b) |
(3,233,200 |
) |
(1,805,341 |
) |
(4,349,665 |
) |
(1,693,853 |
) |
(11,082,059 |
) |
(4,028,547 |
) |
(632,468 |
) |
(4,750,649 |
) |
(1,403,111 |
) |
(10,814,775 |
) | ||||||||||||||||||||
Net Inflows (Outflows) |
4,856,018 |
5,554,589 |
12,844,642 |
(295,795 |
) |
22,959,454 |
13,017,382 |
3,923,537 |
11,838,614 |
765,386 |
29,544,919 |
|||||||||||||||||||||||||||||
Realizations (c) |
(3,847,191 |
) |
(5,218,518 |
) |
(5,543,470 |
) |
(435,933 |
) |
(15,045,112 |
) |
(4,423,681 |
) |
(8,620,785 |
) |
(4,576,693 |
) |
(330,677 |
) |
(17,951,836 |
) | ||||||||||||||||||||
Market Activity (d)(h) |
1,383,497 |
5,624,737 |
3,419,581 |
2,728,144 |
13,155,959 |
(2,943,267 |
) |
2,843,547 |
4,098,895 |
1,028,261 |
5,027,436 |
|||||||||||||||||||||||||||||
Balance, End of Period (e) |
$ |
339,332,420 |
$ |
309,999,029 |
$ |
329,636,429 |
$ |
82,294,870 |
$ |
1,061,262,748 |
$ |
331,797,338 |
$ |
287,048,441 |
$ |
291,268,846 |
$ |
81,178,971 |
$ |
991,293,596 |
||||||||||||||||||||
Increase (Decrease) |
$ |
2,392,324 |
$ |
5,960,808 |
$ |
10,720,753 |
$ |
1,996,416 |
$ |
21,070,301 |
$ |
5,650,434 |
$ |
(1,853,701 |
) |
$ |
11,360,816 |
$ |
1,462,970 |
$ |
16,620,519 |
|||||||||||||||||||
Increase (Decrease) |
1 |
% |
2 |
% |
3 |
% |
2 |
% |
2 |
% |
2 |
% |
-1 |
% |
4 |
% |
2 |
% |
2 |
% | ||||||||||||||||||||
77
(a) |
Inflows include contributions, capital raised, other increases in available capital (recallable capital and increased side-by-side commitments), purchases, inter-segment allocations and acquisitions. |
(b) |
Outflows represent redemptions, client withdrawals and decreases in available capital (expired capital, expense drawdowns and decreased side-by-side commitments). |
(c) |
Realizations represent realization proceeds from the disposition or other monetization of assets, current income or capital returned to investors from CLOs. |
(d) |
Market Activity includes realized and unrealized gains (losses) on portfolio investments and the impact of foreign exchange rate fluctuations. |
(e) |
Total and Fee-Earning Assets Under Management are reported in the segment where the assets are managed. |
(f) |
Annualized Base Management Fee Rate represents annualized year to date Base Management Fee divided by the average of the beginning of year and each quarter end’s Fee-Earning Assets Under Management in the reporting period. |
(g) |
For the three months ended March 31, 2024, the impact to Fee-Earning Assets Under Management from foreign exchange rate fluctuations was $(1.2) billion, $(95.9) million, $(375.0) million, $(283.6) million and $(2.0) billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively. For the three months ended March 31, 2023, such impact was $662.2 million, $27.8 million, $314.6 million, $(112.6) million and $892.1 million for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively. |
(h) |
For the three months ended March 31, 2024, the impact to Total Assets Under Management from foreign exchange rate fluctuations was $(1.9) billion, $(729.5) million, $(392.5) million, $(281.5) million and $(3.3) billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively. For the three months ended March 31, 2023, such impact was $845.2 million, $695.4 million, $386.2 million, $(105.0) million and $1.8 billion for the Real Estate, Private Equity, Credit & Insurance, Multi-Asset Investing and Total segments, respectively. |
Fee-Earning Assets Under Management
Fee-Earning Assets Under Management were $781.4 billion at March 31, 2024, an increase of $18.8 billion compared to $762.6 billion at December 31, 2023. The net increase was due to:
• |
In our Real Estate segment, an increase of $2.7 billion from $298.9 billion at December 31, 2023 to $301.6 billion at March 31, 2024. The net increase was due to inflows of $9.0 billion and market appreciation of $946.0 million, offset by realizations of $4.1 billion and outflows of $3.2 billion. |
o |
Inflows were driven by $3.5 billion from BREDS, $2.5 billion from BREP and co-investment and $1.9 billion from BREIT. |
o |
Market appreciation was driven by appreciation of $1.1 billion from BREIT (which reflected $53.4 million of foreign exchange depreciation), partially offset by depreciation of $331.2 million from BPP and co-investment (which reflected $842.6 million of foreign exchange depreciation). |
o |
Realizations were driven by $1.7 billion from BREDS and $1.5 billion from BREIT. |
o |
Outflows were driven by $2.9 billion from BREIT. |
• |
In our Private Equity segment, an increase of $2.0 billion from $168.6 billion at December 31, 2023 to $170.6 billion at March 31, 2024. The net increase was due to inflows of $2.3 billion and market appreciation of $1.4 billion, offset by realizations of $1.5 billion and outflows of $217.5 million. |
o |
Inflows were driven by $980.5 million from BIP, $555.7 million from Tactical Opportunities and $243.1 million from Corporate Private Equity. |
o |
Market appreciation was driven by appreciation of $1.1 billion from BIP (which reflected $95.9 million of foreign exchange depreciation). |
78
o |
Realizations were driven by $605.7 million from Tactical Opportunities, $420.2 million from Corporate Private Equity and $326.6 million from Strategic Partners. |
o |
Outflows were driven by $138.3 million from BTAS. |
• |
In our Credit & Insurance segment, an increase of $12.0 billion from $223.8 billion at December 31, 2023 to $235.8 billion at March 31, 2024. The net increase was due to inflows of $16.4 billion and market appreciation of $1.7 billion, offset by realizations of $4.0 billion and outflows of $2.1 billion. |
o |
Inflows were driven by $5.4 billion from direct lending, $5.4 billion from infrastructure and asset based credit strategies and $5.1 billion from liquid credit strategies. |
o |
Market appreciation was driven by appreciation of $995.7 million from direct lending (which reflected $123.1 million of foreign exchange depreciation). |
o |
Realizations were driven by $1.8 billion from liquid credit strategies and $1.3 billion from direct lending. |
o |
Outflows were driven by $674.9 million from liquid credit strategies, $631.0 million from the insurance platform and $573.5 million from direct lending. |
• |
In our Multi-Asset Investing segment, an increase of $2.1 billion from $71.3 billion at December 31, 2023 to $73.4 billion at March 31, 2024. The net increase was due to market appreciation of $2.5 billion and inflows of $1.3 billion, offset by outflows of $1.3 billion and realizations of $384.9 million. |
o |
Market appreciation was driven by appreciation of $1.9 billion from Absolute Return (which reflected $304.6 million of foreign exchange depreciation), $361.4 million from GP Stakes (which reflected $4.6 million of foreign exchange appreciation) and $260.0 million from Multi-Strategy (which reflected $16.4 million of foreign exchange appreciation). |
o |
Inflows were driven by $1.2 billion from Absolute Return, $71.9 million from GP Stakes and $42.3 million from Multi-Strategy. |
o |
Outflows were driven by $1.2 billion from Absolute Return and $121.2 million from Multi-Strategy. |
o |
Realizations were driven by $260.7 million from Multi-Strategy, $63.4 million from Absolute Return and $60.8 million from GP Stakes. |
Total Assets Under Management
Total Assets Under Management were $1,061.3 billion at March 31, 2024, an increase of $21.1 billion compared to $1,040.2 billion at December 31, 2023. The net increase was due to:
• |
In our Real Estate segment, an increase of $2.4 billion from $336.9 billion at December 31, 2023 to $339.3 billion at March 31, 2024. The net increase was due to inflows of $8.1 billion and market appreciation of $1.4 billion, offset by realizations of $3.8 billion and outflows of $3.2 billion. |
o |
Inflows were driven by $3.6 billion from BREDS, $2.3 billion from BREP and co-investment and $1.9 billion from BREIT. |
o |
Market appreciation was driven by appreciation of $1.1 billion from BREIT (which reflected $53.4 million of foreign exchange depreciation) and $1.0 billion from BREDS (which reflected $20.1 million of foreign exchange depreciation), partially offset by depreciation of $378.1 million from BPP and co-investment (which reflected $869.0 million of foreign exchange depreciation) and $253.2 million from BREP and co-investment (which reflected $971.1 million of foreign exchange depreciation). |
79
o |
Realizations were driven by $1.5 billion from BREIT, $1.2 billion from BREDS and $672.5 million from BPP and co-investment. |
o |
Outflows were driven by $2.9 billion from BREIT. |
• |
In our Private Equity segment, an increase of $6.0 billion from $304.0 billion at December 31, 2023 to $310.0 billion at March 31, 2024. The net increase was due to inflows of $7.4 billion and market appreciation of $5.6 billion, offset by realizations of $5.2 billion and outflows of $1.8 billion. |
o |
Inflows were driven by $3.3 billion from Corporate Private Equity, $1.7 billion from BIP and $1.1 billion from Tactical Opportunities. |
o |
Market appreciation was driven by appreciation of $2.7 billion from Corporate Private Equity (which reflected $605.9 million of foreign exchange depreciation), $1.5 billion from BIP (which reflected $71.5 million of foreign exchange depreciation) and $920.4 million from Strategic Partners (which reflected $11.4 million of foreign exchange appreciation). |
o |
Realizations were driven by $2.5 billion from Corporate Private Equity, $1.5 billion from Tactical Opportunities and $1.1 billion from Strategic Partners. |
o |
Outflows were driven by $845.5 million from Strategic Partners and $621.4 million from Tactical Opportunities. |
• |
In our Credit & Insurance segment, an increase of $10.7 billion from $318.9 billion at December 31, 2023 to $329.6 billion at March 31, 2024. The net increase was due to inflows of $17.2 billion and market appreciation of $3.4 billion, offset by realizations of $5.5 billion and outflows of $4.3 billion. |
o |
Inflows were driven by $7.3 billion from direct lending, $5.3 billion from infrastructure and asset based credit strategies and $4.4 billion from liquid credit strategies. |
o |
Market appreciation was driven by appreciation of $1.3 billion from direct lending (which reflected $139.7 million of foreign exchange depreciation), $875.2 million from MLP strategies and $533.5 million from the insurance platform. |
o |
Realizations were driven by $2.2 billion from direct lending, $1.8 billion from liquid credit strategies and $650.6 million from infrastructure and asset based credit strategies. |
o |
Outflows were driven by $1.9 billion from direct lending, $744.8 million from liquid credit strategies and $632.3 million from the insurance platform. |
• |
In our Multi-Asset Investing segment, an increase of $2.0 billion from $80.3 billion at December 31, 2023 to $82.3 billion at March 31, 2024. The net increase was due to market appreciation of $2.7 billion and inflows of $1.4 billion, offset by outflows of $1.7 billion and realizations of $435.9 million. |
o |
Market appreciation was driven by appreciation of $1.9 billion from Absolute Return (which reflected $304.6 million of foreign exchange depreciation), $521.0 million from GP Stakes (which reflected $5.4 million of foreign exchange appreciation) and $272.8 million from Multi-Strategy (which reflected $17.8 million of foreign exchange appreciation). |
o |
Inflows were driven by $1.2 billion from Absolute Return, $190.1 million from Multi-Strategy and $4.4 million from GP Stakes. |
o |
Outflows were driven by $1.2 billion from Absolute Return and $488.0 million from Multi-Strategy. |
o |
Realizations were driven by $303.6 million from Multi-Strategy, $68.1 million from GP Stakes and $64.2 million from Absolute Return. |
80
Total Assets Under Management inflows in Corporate Private Equity exceed the Fee-Earning Assets Under Management inflows primarily due to the closings of BCP IX and BETP IV in the three months ended March 31, 2024. Fee-Earning Assets Under Management inflows are reported when a fund’s investment period commences or fee-earning co-investment capital is raised, whereas Total Assets Under Management activity is reported at each fund closing or when co-investment capital is raised.
Total Assets Under Management realizations in our Private Equity segment generally represents the total proceeds and typically exceeds the Fee-Earning Assets Under Management realizations. Fee-Earning Assets Under Management generally represents only the invested capital.
Fee-Earning Assets Under Management in Corporate Private Equity is reported based on committed or remaining invested capital, whereas Total Assets Under Management is reported based on fair value and remaining available capital. Total Assets Under Management market activity therefore exceeds Fee-Earning Assets Under Management market activity.
Total Assets Under Management inflows in our Credit & Insurance segment direct lending funds exceed the Fee-Earning Assets Under Management inflows because Total Assets Under Management inflows are reported at their gross value while, for certain funds, Fee-Earning Assets Under Management are reported as net assets, which is the basis on which fees are charged.
Dry Powder
The following presents our Dry Powder as of quarter end of each period:
81
Note: |
Totals may not add due to rounding. |
(a) |
Represents illiquid drawdown funds, a component of Perpetual Capital and fee-paying co-investments; includes fee-paying third party capital as well as general partner and employee capital that does not earn fees. Amounts are reduced by outstanding capital commitments, for which capital has not yet been invested. |
Net Accrued Performance Revenues
The following table presents the Accrued Performance Revenues, net of performance compensation, of the Blackstone Funds as of March 31, 2024 and 2023. Net Accrued Performance Revenues presented do 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. See “—Non-GAAP Financial Measures” for our reconciliation of Net Accrued Performance Revenues.
82
March 31, |
||||||||
2024 |
2023 |
|||||||
(Dollars in Millions) |
||||||||
Real Estate |
||||||||
BREP IV |
$ |
4 |
$ |
6 |
||||
BREP V |
4 |
4 |
||||||
BREP VI |
2 |
19 |
||||||
BREP VII |
— |
86 |
||||||
BREP VIII |
585 |
717 |
||||||
BREP IX |
730 |
1,015 |
||||||
BREP Europe IV |
3 |
43 |
||||||
BREP Europe V |
— |
28 |
||||||
BREP Europe VI |
113 |
68 |
||||||
BREP Asia I |
89 |
104 |
||||||
BREP Asia II |
— |
37 |
||||||
BPP |
73 |
518 |
||||||
BREDS |
30 |
6 |
||||||
BTAS |
— |
22 |
||||||
Total Real Estate (a) |
1,632 |
2,672 |
||||||
Private Equity |
||||||||
BCP IV |
— |
6 |
||||||
BCP V |
14 |
31 |
||||||
BCP VI |
335 |
407 |
||||||
BCP VII |
845 |
854 |
||||||
BCP VIII |
398 |
276 |
||||||
BCP Asia I |
140 |
95 |
||||||
BCP Asia II |
40 |
— |
||||||
BEP I |
29 |
26 |
||||||
BEP II |
138 |
2 |
||||||
BEP III |
227 |
158 |
||||||
BCEP I |
230 |
213 |
||||||
Tactical Opportunities |
158 |
223 |
||||||
Strategic Partners |
501 |
511 |
||||||
BIP |
389 |
158 |
||||||
BXLS |
85 |
29 |
||||||
BTAS/BXPE |
187 |
172 |
||||||
Total Private Equity (a) |
3,717 |
3,161 |
||||||
Credit & Insurance |
355 |
239 |
||||||
Multi-Asset Investing |
380 |
300 |
||||||
Total Blackstone Net Accrued Performance Revenues |
$ |
6,084 |
$ |
6,372 |
||||
Note: |
Totals may not add due to rounding. |
(a) |
Real Estate and Private Equity include co-investments, as applicable. |
For the twelve months ended March 31, 2024, Net Accrued Performance Revenues receivable decreased due to net realized distributions of $1.8 billion, partially offset by Net Performance Revenues of $1.5 billion.
83
Invested Performance Eligible Assets Under Management
The following presents our Invested Performance Eligible Assets Under Management as of quarter end for each period:
Note: |
Totals may not add due to rounding. |
84
Perpetual Capital
The following presents our Perpetual Capital Total Assets Under Management as of quarter end for each period:
Note: |
Totals may not add due to rounding. |
Perpetual Capital Total Assets Under Management were $408.1 billion as of March 31, 2024, an increase of $11.8 billion, compared to $396.3 billion as of December 31, 2023. Perpetual Capital Total Assets Under Management in our Credit & Insurance and Private Equity segments increased $7.0 billion and $3.6 billion, respectively. Principal drivers of these increases were:
• |
In our Credit & Insurance segment, growth in insurance capital and BCRED resulted in increases of $2.6 billion and $1.9 billion, respectively. |
• |
In our Private Equity segment, growth in BIP resulted in an increase of $3.1 billion and the BXPE Fund Program had $2.7 billion of capital raised, including amounts allocated to other segments. |
85
Investment Records
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 Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone 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 tables present the investment record of our significant carry/drawdown funds and selected perpetual capital strategies from inception through March 31, 2024:
86
Carry/Drawdown Funds
Unrealized Investments |
Realized Investments |
Total Investments |
||||||||||||||||||||||||||||||||
Fund (Investment Period |
Committed |
Available |
% |
Net IRRs (d) | ||||||||||||||||||||||||||||||
Beginning Date / Ending Date) (a) |
Capital |
Capital (b) |
Value |
MOIC (c) |
Public |
Value |
MOIC (c) |
Value |
MOIC (c) |
Realized |
Total | |||||||||||||||||||||||
(Dollars/Euros in Thousands, Except Where Noted) | ||||||||||||||||||||||||||||||||||
Real Estate |
||||||||||||||||||||||||||||||||||
Pre-BREP |
$ 140,714 |
$ — |
$ — |
n/a |
— |
$ 345,190 |
2.5x |
$ 345,190 |
2.5x |
33 |
% |
33 |
% | |||||||||||||||||||||
BREP I (Sep 1994 / Oct 1996) |
380,708 |
— |
— |
n/a |
— |
1,327,708 |
2.8x |
1,327,708 |
2.8x |
40 |
% |
40 |
% | |||||||||||||||||||||
BREP II (Oct 1996 / Mar 1999) |
1,198,339 |
— |
— |
n/a |
— |
2,531,614 |
2.1x |
2,531,614 |
2.1x |
19 |
% |
19 |
% | |||||||||||||||||||||
BREP III (Apr 1999 / Apr 2003) |
1,522,708 |
— |
— |
n/a |
— |
3,330,406 |
2.4x |
3,330,406 |
2.4x |
21 |
% |
21 |
% | |||||||||||||||||||||
BREP IV (Apr 2003 / Dec 2005) |
2,198,694 |
— |
3,170 |
n/a |
— |
4,666,129 |
1.7x |
4,669,299 |
1.7x |
12 |
% |
12 |
% | |||||||||||||||||||||
BREP V (Dec 2005 / Feb 2007) |
5,539,418 |
— |
6,226 |
n/a |
— |
13,463,448 |
2.3x |
13,469,674 |
2.3x |
11 |
% |
11 |
% | |||||||||||||||||||||
BREP VI (Feb 2007 / Aug 2011) |
11,060,122 |
— |
5,324 |
n/a |
— |
27,760,883 |
2.5x |
27,766,207 |
2.5x |
13 |
% |
13 |
% | |||||||||||||||||||||
BREP VII (Aug 2011 / Apr 2015) |
13,503,329 |
1,225,034 |
1,956,790 |
0.6x |
— |
28,403,367 |
2.3x |
30,360,157 |
1.9x |
20 |
% |
14 |
% | |||||||||||||||||||||
BREP VIII (Apr 2015 / Jun 2019) |
16,602,804 |
2,106,760 |
12,551,757 |
1.5x |
1 |
% |
22,034,929 |
2.3x |
34,586,686 |
2.0x |
24 |
% |
14 |
% | ||||||||||||||||||||
BREP IX (Jun 2019 / Aug 2022) |
21,346,305 |
3,387,974 |
24,901,917 |
1.4x |
1 |
% |
8,634,759 |
2.2x |
33,536,676 |
1.5x |
59 |
% |
15 |
% | ||||||||||||||||||||
*BREP X (Aug 2022 / Feb 2028) |
30,480,299 |
28,079,177 |
2,795,029 |
1.2x |
28 |
% |
— |
n/a |
2,795,029 |
1.2x |
n/ |
m |
n/ |
m | ||||||||||||||||||||
Total Global BREP |
$ 103,973,440 |
$ 34,798,945 |
$ 42,220,213 |
1.3x |
3 |
% |
$ 112,498,433 |
2.3x |
$ 154,718,646 |
1.9x |
17 |
% |
15 |
% | ||||||||||||||||||||
BREP Int’l (Jan 2001 / Sep 2005) |
€ 824,172 |
€ — |
€ — |
n/a |
— |
€ 1,373,170 |
2.1x |
€ 1,373,170 |
2.1x |
23 |
% |
23 |
% | |||||||||||||||||||||
BREP Int’l II (Sep 2005 / Jun 2008) (e) |
1,629,748 |
— |
— |
n/a |
— |
2,583,032 |
1.8x |
2,583,032 |
1.8x |
8 |
% |
8 |
% | |||||||||||||||||||||
BREP Europe III (Jun 2008 / Sep 2013) |
3,205,420 |
395,780 |
156,697 |
0.3x |
— |
5,856,192 |
2.4x |
6,012,889 |
2.0x |
18 |
% |
13 |
% | |||||||||||||||||||||
BREP Europe IV (Sep 2013 / Dec 2016) |
6,676,581 |
1,098,498 |
1,253,628 |
0.8x |
— |
10,027,832 |
1.9x |
11,281,460 |
1.7x |
19 |
% |
12 |
% | |||||||||||||||||||||
BREP Europe V (Dec 2016 / Oct 2019) |
7,981,358 |
1,097,156 |
4,576,200 |
0.9x |
— |
6,757,417 |
3.8x |
11,333,617 |
1.6x |
41 |
% |
9 |
% | |||||||||||||||||||||
BREP Europe VI (Oct 2019 / Sep 2023) |
9,922,660 |
3,320,479 |
8,093,104 |
1.2x |
— |
3,439,595 |
2.6x |
11,532,699 |
1.4x |
72 |
% |
15 |
% | |||||||||||||||||||||
*BREP Europe VII (Sep 2023 / Mar 2029) |
7,073,413 |
6,525,856 |
631,994 |
1.2x |
— |
— |
n/a |
631,994 |
1.2x |
n/ |
a |
n/ |
a | |||||||||||||||||||||
Total BREP Europe |
€ 37,313,352 |
€ 12,437,769 |
€ 14,711,623 |
1.0x |
— |
€ 30,037,238 |
2.3x |
€ 44,748,861 |
1.6x |
17 |
% |
11 |
% | |||||||||||||||||||||
continued...
87
Unrealized Investments |
Realized Investments |
Total Investments |
||||||||||||||||||||||||||||||||||||||||||
Fund (Investment Period |
Committed |
Available |
% |
Net IRRs (d) | ||||||||||||||||||||||||||||||||||||||||
Beginning Date / Ending Date) (a) |
Capital |
Capital (b) |
Value |
MOIC (c) |
Public |
Value |
MOIC (c) |
Value |
MOIC (c) |
Realized |
Total | |||||||||||||||||||||||||||||||||
(Dollars/Euros in Thousands, Except Where Noted) | ||||||||||||||||||||||||||||||||||||||||||||
Real Estate (continued) |
||||||||||||||||||||||||||||||||||||||||||||
BREP Asia I (Jun 2013 / Dec 2017) |
$ |
4,262,075 |
$ |
898,228 |
$ |
1,614,155 |
1.6x |
23 |
% |
$ |
7,023,539 |
1.9x |
$ |
8,637,694 |
1.9x |
16% |
12% |
|||||||||||||||||||||||||||
BREP Asia II (Dec 2017 / Mar 2022) |
7,354,811 |
1,310,691 |
6,618,861 |
1.2x |
4 |
% |
1,707,204 |
1.9x |
8,326,065 |
1.3x |
31% |
5% |
||||||||||||||||||||||||||||||||
*BREP Asia III (Mar 2022 / Sep 2027) |
8,209,660 |
6,869,378 |
1,217,283 |
0.9x |
— |
— |
n/a |
1,217,283 |
0.9x |
n/a |
-21% |
|||||||||||||||||||||||||||||||||
Total BREP Asia |
19,826,546 |
9,078,297 |
9,450,299 |
1.2x |
7 |
% |
8,730,743 |
1.9x |
18,181,042 |
1.5x |
17% |
8% |
||||||||||||||||||||||||||||||||
BREP Co-Investment (f) |
7,387,496 |
101,066 |
910,970 |
1.9x |
— |
15,226,653 |
2.2x |
16,137,623 |
2.2x |
16% |
16% |
|||||||||||||||||||||||||||||||||
Total BREP |
$ |
174,923,872 |
$ |
57,481,967 |
$ |
69,149,508 |
1.2x |
3 |
% |
$ |
173,164,628 |
2.3x |
$ |
242,314,136 |
1.8x |
17% |
14% |
|||||||||||||||||||||||||||
*BREDS High-Yield (Various) (g) |
$ |
24,667,563 |
$ |
8,606,485 |
$ |
6,016,175 |
1.0x |
— |
$ |
19,217,327 |
1.4x |
$ |
25,233,502 |
1.3x |
10% |
9% |
||||||||||||||||||||||||||||
Private Equity |
||||||||||||||||||||||||||||||||||||||||||||
Corporate 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 |
— |
3,268,627 |
2.5x |
3,268,627 |
2.5x |
32% |
32% |
|||||||||||||||||||||||||||||||||
BCP III (Aug 1997 / Nov 2002) |
3,967,422 |
— |
— |
n/a |
— |
9,228,707 |
2.3x |
9,228,707 |
2.3x |
14% |
14% |
|||||||||||||||||||||||||||||||||
BCOM (Jun 2000 / Jun 2006) |
2,137,330 |
24,575 |
194 |
n/a |
— |
2,995,106 |
1.4x |
2,995,300 |
1.4x |
6% |
6% |
|||||||||||||||||||||||||||||||||
BCP IV (Nov 2002 / Dec 2005) |
6,773,182 |
195,824 |
373 |
n/a |
— |
21,720,334 |
2.9x |
21,720,707 |
2.9x |
36% |
36% |
|||||||||||||||||||||||||||||||||
BCP V (Dec 2005 / Jan 2011) |
21,009,112 |
1,035,259 |
62,513 |
n/a |
100 |
% |
38,806,330 |
1.9x |
38,868,843 |
1.9x |
8% |
8% |
||||||||||||||||||||||||||||||||
BCP VI (Jan 2011 / May 2016) |
15,195,243 |
1,341,026 |
4,571,438 |
2.1x |
22 |
% |
28,457,325 |
2.2x |
33,028,763 |
2.2x |
15% |
12% |
||||||||||||||||||||||||||||||||
BCP VII (May 2016 / Feb 2020) |
18,857,108 |
1,693,906 |
18,687,754 |
1.6x |
19 |
% |
16,827,034 |
2.6x |
35,514,788 |
2.0x |
27% |
13% |
||||||||||||||||||||||||||||||||
*BCP VIII (Feb 2020 / Feb 2026) |
25,907,791 |
10,984,120 |
21,094,309 |
1.4x |
6 |
% |
1,507,061 |
2.5x |
22,601,370 |
1.4x |
n/m |
11% |
||||||||||||||||||||||||||||||||
BCP IX (TBD) |
19,230,289 |
19,230,289 |
— |
n/a |
— |
— |
n/a |
— |
n/a |
n/a |
n/a |
|||||||||||||||||||||||||||||||||
Energy I (Aug 2011 / Feb 2015) |
2,441,558 |
174,492 |
524,555 |
1.6x |
58 |
% |
4,182,579 |
2.0x |
4,707,134 |
2.0x |
14% |
11% |
||||||||||||||||||||||||||||||||
Energy II (Feb 2015 / Feb 2020) |
4,914,198 |
860,834 |
3,951,409 |
1.8x |
70 |
% |
4,229,166 |
1.7x |
8,180,575 |
1.8x |
12% |
8% |
||||||||||||||||||||||||||||||||
*Energy III (Feb 2020 / Feb 2026) |
4,370,396 |
1,573,733 |
5,106,767 |
1.9x |
15 |
% |
1,314,854 |
2.4x |
6,421,621 |
2.0x |
55% |
33% |
||||||||||||||||||||||||||||||||
Energy Transition IV (TBD) |
3,241,333 |
3,241,333 |
— |
n/a |
— |
— |
n/a |
— |
n/a |
n/a |
n/a |
|||||||||||||||||||||||||||||||||
BCP Asia I (Dec 2017 / Sep 2021) |
2,437,080 |
417,503 |
3,228,733 |
1.8x |
27 |
% |
1,790,472 |
4.9x |
5,019,205 |
2.3x |
95% |
26% |
||||||||||||||||||||||||||||||||
*BCP Asia II (Sep 2021 / Sep 2027) |
6,770,483 |
4,982,956 |
2,317,215 |
1.5x |
6 |
% |
25 |
n/a |
2,317,240 |
1.5x |
n/a |
19% |
||||||||||||||||||||||||||||||||
Core Private Equity I (Jan 2017 / Mar 2021) (h) |
4,760,247 |
1,169,489 |
7,265,294 |
1.9x |
— |
2,830,764 |
5.1x |
10,096,058 |
2.3x |
58% |
18% |
|||||||||||||||||||||||||||||||||
*Core Private Equity II (Mar 2021 / Mar 2026) (h) |
8,450,914 |
5,904,921 |
3,554,718 |
1.5x |
— |
68,770 |
n/a |
3,623,488 |
1.5x |
n/a |
15% |
|||||||||||||||||||||||||||||||||
Total Corporate Private Equity |
$ |
152,683,867 |
$ |
52,830,260 |
$ |
70,365,272 |
1.6x |
15 |
% |
$ |
138,968,892 |
2.2x |
$ |
209,334,164 |
2.0x |
16% |
15% |
|||||||||||||||||||||||||||
continued...
88
Unrealized Investments |
Realized Investments |
Total Investments |
||||||||||||||||||||||||||||||||||||||||||
Fund (Investment Period |
Committed |
Available |
% |
Net IRRs (d) | ||||||||||||||||||||||||||||||||||||||||
Beginning Date / Ending Date) (a) |
Capital |
Capital (b) |
Value |
MOIC (c) |
Public |
Value |
MOIC (c) |
Value |
MOIC (c) |
Realized |
Total | |||||||||||||||||||||||||||||||||
(Dollars/Euros in Thousands, Except Where Noted) | ||||||||||||||||||||||||||||||||||||||||||||
Private Equity (continued) |
||||||||||||||||||||||||||||||||||||||||||||
Tactical Opportunities |
||||||||||||||||||||||||||||||||||||||||||||
*Tactical Opportunities (Various) |
$ |
30,791,361 |
$ |
14,876,161 |
$ |
12,797,374 |
1.2x |
7 |
% |
$ |
23,350,221 |
1.8x |
$ |
36,147,595 |
1.6x |
16% |
10% |
|||||||||||||||||||||||||||
*Tactical Opportunities Co-Investment and Other (Various) |
10,866,176 |
1,984,203 |
3,889,626 |
1.3x |
3 |
% |
10,343,902 |
1.8x |
14,233,528 |
1.6x |
20% |
16% |
||||||||||||||||||||||||||||||||
Total Tactical Opportunities |
$ |
41,657,537 |
$ |
16,860,364 |
$ |
16,687,000 |
1.2x |
6 |
% |
$ |
33,694,123 |
1.8x |
$ |
50,381,123 |
1.6x |
17% |
12% |
|||||||||||||||||||||||||||
Growth |
||||||||||||||||||||||||||||||||||||||||||||
*BXG I (Jul 2020 / Jul 2025) |
$ |
5,117,385 |
$ |
1,229,251 |
$ |
3,490,110 |
1.0x |
2 |
% |
$ |
509,532 |
2.6x |
$ |
3,999,642 |
1.0x |
n/m |
-3% |
|||||||||||||||||||||||||||
BXG II (TBD) |
4,117,735 |
4,117,735 |
— |
n/a |
— |
— |
n/a |
— |
n/a |
n/a |
n/a |
|||||||||||||||||||||||||||||||||
Total Growth |
$ |
9,235,120 |
$ |
5,346,986 |
$ |
3,490,110 |
1.0x |
2 |
% |
$ |
509,532 |
2.6x |
$ |
3,999,642 |
1.0x |
n/m |
-3% |
|||||||||||||||||||||||||||
Strategic Partners (Secondaries) |
||||||||||||||||||||||||||||||||||||||||||||
Strategic Partners I-V (Various) (i) |
$ |
11,035,527 |
$ |
139,208 |
$ |
7,902 |
n/a |
— |
$ |
16,782,783 |
n/a |
$ |
16,790,685 |
1.7x |
n/a |
13% |
||||||||||||||||||||||||||||
Strategic Partners VI (Apr 2014 / Apr 2016) (i) |
4,362,772 |
609,788 |
768,144 |
n/a |
— |
4,292,757 |
n/a |
5,060,901 |
1.7x |
n/a |
14% |
|||||||||||||||||||||||||||||||||
Strategic Partners VII (May 2016 / Mar 2019) (i) |
7,489,970 |
1,572,428 |
4,126,974 |
n/a |
— |
6,722,300 |
n/a |
10,849,274 |
1.9x |
n/a |
17% |
|||||||||||||||||||||||||||||||||
Strategic Partners Real Assets II (May 2017 / Jun 2020) (i) |
1,749,807 |
474,064 |
1,286,170 |
n/a |
— |
1,142,630 |
n/a |
2,428,800 |
1.7x |
n/a |
17% |
|||||||||||||||||||||||||||||||||
Strategic Partners VIII (Mar 2019 / Oct 2021) (i) |
10,763,600 |
4,085,028 |
7,924,434 |
n/a |
— |
6,335,653 |
n/a |
14,260,087 |
1.8x |
n/a |
27% |
|||||||||||||||||||||||||||||||||
*Strategic Partners Real Estate, SMA and Other (Various) (i) |
7,055,474 |
2,563,005 |
2,105,684 |
n/a |
— |
2,382,194 |
n/a |
4,487,878 |
1.6x |
n/a |
13% |
|||||||||||||||||||||||||||||||||
*Strategic Partners Infrastructure III (Jun 2020 / Jul 2024) (i) |
3,250,100 |
708,817 |
1,980,800 |
n/a |
— |
249,542 |
n/a |
2,230,342 |
1.4x |
n/a |
26% |
|||||||||||||||||||||||||||||||||
*Strategic Partners IX (Oct 2021 / Jan 2027) (i) |
19,542,126 |
9,574,305 |
5,693,178 |
n/a |
— |
662,344 |
n/a |
6,355,522 |
1.4x |
n/a |
18% |
|||||||||||||||||||||||||||||||||
*Strategic Partners GP Solutions (Jun 2021 / Dec 2026) (i) |
2,095,211 |
881,849 |
854,004 |
n/a |
— |
3,947 |
n/a |
857,951 |
1.0x |
n/a |
-2% |
|||||||||||||||||||||||||||||||||
Total Strategic Partners (Secondaries) |
$ |
67,344,587 |
$ |
20,608,492 |
$ |
24,747,290 |
n/a |
— |
$ |
38,574,150 |
n/a |
$ |
63,321,440 |
1.7x |
n/a |
14% |
||||||||||||||||||||||||||||
Life Sciences |
||||||||||||||||||||||||||||||||||||||||||||
Clarus IV (Jan 2018 / Jan 2020) |
$ |
910,000 |
$ |
73,154 |
$ |
793,632 |
1.9x |
— |
$ |
369,363 |
1.1x |
$ |
1,162,995 |
1.6x |
- |
9% |
||||||||||||||||||||||||||||
*BXLS V (Jan 2020 / Jan 2025) |
4,988,972 |
2,912,985 |
2,779,957 |
1.6x |
5 |
% |
378,348 |
1.1x |
3,158,305 |
1.5x |
n/m |
12% |
||||||||||||||||||||||||||||||||
continued...
89
Unrealized Investments |
Realized Investments |
Total Investments |
||||||||||||||||||||||||||||||||||||||||||
Fund (Investment Period |
Committed |
Available |
% |
Net IRRs (d) | ||||||||||||||||||||||||||||||||||||||||
Beginning Date / Ending Date) (a) |
Capital |
Capital (b) |
Value |
MOIC (c) |
Public |
Value |
MOIC (c) |
Value |
MOIC (c) |
Realized |
Total | |||||||||||||||||||||||||||||||||
(Dollars/Euros in Thousands, Except Where Noted) | ||||||||||||||||||||||||||||||||||||||||||||
Credit |
||||||||||||||||||||||||||||||||||||||||||||
Mezzanine / Opportunistic I (Jul 2007 / Oct 2011) |
$ |
2,000,000 |
$ |
97,114 |
$ |
— |
n/a |
— |
$ |
4,809,113 |
1.6x |
$ |
4,809,113 |
1.6x |
n/a |
17 |
% | |||||||||||||||||||||||||||
Mezzanine / Opportunistic II (Nov 2011 / Nov 2016) |
4,120,000 |
993,273 |
117,138 |
0.2x |
— |
6,658,981 |
1.6x |
6,776,119 |
1.4x |
n/a |
10 |
% | ||||||||||||||||||||||||||||||||
Mezzanine / Opportunistic III (Sep 2016 / Jan 2021) |
6,639,133 |
1,148,209 |
2,114,634 |
1.0x |
— |
7,844,281 |
1.6x |
9,958,915 |
1.4x |
n/a |
10 |
% | ||||||||||||||||||||||||||||||||
*Mezzanine / Opportunistic IV (Jan 2021 / Jan 2026) |
5,016,771 |
1,951,268 |
3,878,623 |
1.1x |
— |
930,085 |
1.8x |
4,808,708 |
1.2x |
n/a |
14 |
% | ||||||||||||||||||||||||||||||||
Stressed / Distressed I (Sep 2009 / May 2013) |
3,253,143 |
— |
— |
n/a |
— |
5,777,098 |
1.3x |
5,777,098 |
1.3x |
n/a |
9 |
% | ||||||||||||||||||||||||||||||||
Stressed / Distressed II (Jun 2013 / Jun 2018) |
5,125,000 |
547,430 |
216,845 |
0.3x |
— |
5,392,565 |
1.2x |
5,609,410 |
1.1x |
n/a |
1 |
% | ||||||||||||||||||||||||||||||||
Stressed / Distressed III (Dec 2017 / Dec 2022) |
7,356,380 |
826,481 |
4,162,531 |
1.2x |
— |
2,356,768 |
1.3x |
6,519,299 |
1.2x |
n/a |
9 |
% | ||||||||||||||||||||||||||||||||
Energy I (Nov 2015 / Nov 2018) |
2,856,867 |
1,154,846 |
344,491 |
0.8x |
— |
3,212,049 |
1.6x |
3,556,540 |
1.5x |
n/a |
10 |
% | ||||||||||||||||||||||||||||||||
Energy II (Feb 2019 / Jun 2023) |
3,616,081 |
1,503,865 |
1,731,457 |
1.0x |
— |
1,937,938 |
1.6x |
3,669,395 |
1.3x |
n/a |
16 |
% | ||||||||||||||||||||||||||||||||
*Green Energy III (May 2023 / May 2028) |
6,477,000 |
5,488,866 |
1,005,818 |
1.0x |
— |
20,437 |
n/a |
1,026,255 |
1.0x |
n/a |
n/ |
m | ||||||||||||||||||||||||||||||||
European Senior Debt I (Feb 2015 / Feb 2019) |
€ |
1,964,689 |
€ |
142,898 |
€ |
515,052 |
0.7x |
— |
€ |
2,682,985 |
1.3x |
€ |
3,198,037 |
1.2x |
n/a |
2 |
% | |||||||||||||||||||||||||||
European Senior Debt II (Jun 2019 / Jun 2023) (j) |
€ |
4,088,344 |
€ |
949,277 |
€ |
4,437,562 |
1.0x |
— |
€ |
2,113,662 |
2.3x |
€ |
6,551,224 |
1.2x |
n/a |
10 |
% | |||||||||||||||||||||||||||
Total Credit Drawdown Funds (k) |
$ |
53,366,033 |
$ |
14,890,901 |
$ |
18,904,358 |
1.0x |
— |
$ |
44,464,994 |
1.5x |
$ |
63,369,352 |
1.3x |
n/a |
10 |
% | |||||||||||||||||||||||||||
90
Selected Perpetual Capital Strategies (l)
Strategy (Inception Year) (a) |
Investment Strategy |
Total Assets Under Management |
Total Net Return (m) |
|||||||||
(Dollars in Thousands, Except Where Noted) |
||||||||||||
Real Estate |
||||||||||||
BPP—Blackstone Property Partners Platform (2013) (n) |
Core+ Real Estate |
$ |
64,982 |
6 |
% | |||||||
BREIT—Blackstone Real Estate Income Trust (2017) (o) |
Core+ Real Estate |
59,275 |
10 |
% | ||||||||
BREIT—Class I (p) |
Core+ Real Estate |
10 |
% | |||||||||
BXMT—Blackstone Mortgage Trust (2013) (q) |
Real Estate Debt |
6,134 |
6 |
% | ||||||||
Private Equity |
||||||||||||
BIP—Blackstone Infrastructure Partners (2019) (r) |
Infrastructure |
34,292 |
15 |
% | ||||||||
BXPE—Blackstone Private Equity Strategies Fund Program (s) |
Private Equity |
2,715 |
n/ |
m | ||||||||
Credit |
||||||||||||
BXSL—Blackstone Secured Lending Fund (2018) (t) |
U.S. Direct Lending |
11,771 |
11 |
% | ||||||||
BCRED—Blackstone Private Credit Fund (2021) (u) |
U.S. Direct Lending |
66,357 |
10 |
% | ||||||||
BCRED—Class I (v) |
U.S. Direct Lending |
10 |
% | |||||||||
Multi-Asset Investing |
||||||||||||
BSCH—Blackstone Strategic Capital Holdings (2014) (w) |
GP Stakes |
9,782 |
12 |
% | ||||||||
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
n/m |
Not meaningful generally due to the limited time since initial investment. |
n/a |
Not applicable. |
SMA |
Separately managed account. |
* |
Represents funds that are currently in their investment period. |
(a) |
Excludes investment vehicles where Blackstone does not earn fees. |
(b) |
Available Capital represents total investable capital commitments, including side-by-side, adjusted for certain expenses and expired or recallable capital and may include leverage, less invested capital. This amount is not reduced by outstanding commitments to investments. |
(c) |
Multiple of Invested Capital (“MOIC”) represents carrying value, before management fees, expenses and Performance Revenues, divided by invested capital. |
(d) |
Unless otherwise indicated, Net Internal Rate of Return (“IRR”) represents the annualized inception to March 31, 2024 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues. IRRs are calculated using actual timing of limited partner cash flows. Initial inception date of cash flows may differ from the Investment Period Beginning Date. |
(e) |
The 8% Realized Net IRR and 8% Total Net IRR exclude investors that opted out of the Hilton investment opportunity. Overall BREP International II performance reflects a 7% Realized Net IRR and a 7% Total Net IRR. |
(f) |
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 Performance Revenues. |
(g) |
BREDS High-Yield represents the flagship real estate debt drawdown funds only. |
(h) |
Blackstone Core Equity Partners is a core private equity strategy which invests with a more modest risk profile and longer hold period than traditional private equity. |
(i) |
Strategic Partners’ Unrealized Investment Value, Realized Investment Value, Total Investment Value, Total MOIC and Total Net IRRs are reported on a three-month lag and therefore do not include the impact of economic and market activities in the current quarter. Realizations are treated as returns of capital until fully recovered and therefore Unrealized and Realized MOICs and Realized Net IRRs are not applicable. Committed Capital and Available Capital are presented as of the current quarter. |
91
(j) |
European Senior Debt II Levered has a net return of 16%, European Senior Debt II Unlevered has a net return of 8%. |
(k) |
Funds presented represent the flagship credit drawdown funds only. The Total Credit Net IRR is the combined IRR of the credit drawdown funds presented. |
(l) |
Represents the performance for select Perpetual Capital Strategies; strategies excluded consist primarily of (1) investment strategies that have been investing for less than one year, (2) perpetual capital assets managed for certain insurance clients, and (3) investment vehicles where Blackstone does not earn fees. |
(m) |
Unless otherwise indicated, Total Net Return represents the annualized inception to March 31, 2024 IRR on total invested capital based on realized proceeds and unrealized value, as applicable, after management fees, expenses and Performance Revenues. IRRs are calculated using actual timing of investor cash flows. Initial inception date of cash flows occurred during the Inception Year. |
(n) |
BPP represents the aggregate Total Assets Under Management and Total Net Return of the BPP Platform, which comprises over 30 funds, co-investment and separately managed account vehicles. It includes certain vehicles managed as part of the BPP Platform but not classified as Perpetual Capital. As of March 31, 2024, these vehicles represented $2.3 billion of Total Assets Under Management. |
(o) |
The BREIT Total Net Return reflects a per share blended return, assuming BREIT had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. This return is not representative of the return experienced by any particular investor or share class. Total Net Return is presented on an annualized basis and is from January 1, 2017. |
(p) |
Represents the Total Net Return for BREIT’s Class I shares, its largest share class. Performance varies by share class. Class I Total Net Return assumes reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT, Class I Total Net Return is presented on an annualized basis and is from January 1, 2017. |
(q) |
The BXMT Total Net Return reflects annualized market return of a shareholder invested in BXMT since inception, May 22, 2013, assuming reinvestment of all dividends received during the period. |
(r) |
Including co-investment vehicles, BIP Total Assets Under Management is $43.9 billion. |
(s) |
BXPE Fund Program’s Total Assets Under Management reflects net asset value as of February 29, 2024 plus net subscriptions as of March 1, 2024. For purposes of segment Assets Under Management reporting, BXPE’s Assets Under Management are reported by the business managing the assets. |
(t) |
The BXSL Total Assets Under Management and Total Net Return are presented as of December 31, 2023. Refer to BXSL public filings for current quarter results. BXSL Total Net Return reflects the change in Net Asset Value (“NAV”) per share, plus distributions per share (assuming dividends and distributions are reinvested in accordance with BXSL’s dividend reinvestment plan) divided by the beginning NAV per share. Total Net Returns are presented on an annualized basis and are from November 20, 2018. |
(u) |
The BCRED Total Net Return reflects a per share blended return, assuming BCRED had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BCRED. This return is not representative of the return experienced by any particular investor or share class. Total Net Return is presented on an annualized basis and is from January 7, 2021. Total Assets Under Management reflects gross asset value plus amounts borrowed or available to be borrowed under certain credit facilities. BCRED net asset value as of March 31, 2024 was $31.0 billion. |
(v) |
Represents the Total Net Return for BCRED’s Class I shares, its largest share class. Performance varies by share class. Class I Total Net Return assumes reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BCRED. Class I Total Net Return is presented on an annualized basis and is from January 7, 2021. |
(w) |
BSCH represents the aggregate Total Assets Under Management and Total Net Return of BSCH I and BSCH II funds that invest as part of the GP Stakes strategy, which targets minority investments in the general partners of private equity and other private-market alternative asset management firms globally. Including co-investment vehicles that do not pay fees, BSCH Total Assets Under Management is $10.8 billion. |
92
Segment Analysis
Discussed below is our Segment Distributable Earnings 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.
Real Estate
The following table presents the results of operations for our Real Estate segment:
Three Months Ended |
||||||||||||||||
March 31, |
2024 vs. 2023 | |||||||||||||||
2024 |
2023 |
$ |
% | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Management Fees, Net |
||||||||||||||||
Base Management Fees |
$ |
694,179 |
$ |
705,387 |
$ |
(11,208 |
) |
-2% |
||||||||
Transaction and Other Fees, Net |
29,190 |
20,561 |
8,629 |
42% |
||||||||||||
Management Fee Offsets |
(2,930 |
) |
(10,457 |
) |
7,527 |
-72% |
||||||||||
Total Management Fees, Net |
720,439 |
715,491 |
4,948 |
1% |
||||||||||||
Fee Related Performance Revenues |
129,958 |
20,748 |
109,210 |
526% |
||||||||||||
Fee Related Compensation |
(174,569 |
) |
(137,610 |
) |
(36,959 |
) |
27% |
|||||||||
Other Operating Expenses |
(89,762 |
) |
(74,181 |
) |
(15,581 |
) |
21% |
|||||||||
Fee Related Earnings |
586,066 |
524,448 |
61,618 |
12% |
||||||||||||
Realized Performance Revenues |
49,967 |
11,096 |
38,871 |
350% |
||||||||||||
Realized Performance Compensation |
(21,863 |
) |
(3,165 |
) |
(18,698 |
) |
591% |
|||||||||
Realized Principal Investment Income |
2,193 |
2,224 |
(31 |
) |
-1% |
|||||||||||
Net Realizations |
30,297 |
10,155 |
20,142 |
198% |
||||||||||||
Segment Distributable Earnings |
$ |
616,363 |
$ |
534,603 |
$ |
81,760 |
15% |
|||||||||
n/m Not meaningful.
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Segment Distributable Earnings were $616.4 million for the three months ended March 31, 2024, an increase of $81.8 million, compared to $534.6 million for the three months ended March 31, 2023. The increase in Segment Distributable Earnings was primarily attributable to increases of $61.6 million in Fee Related Earnings and $20.1 million in Net Realizations.
Our global opportunistic and Core+ real estate portfolios’ concentration in high-conviction sectors where we see favorable long-term fundamentals helped support performance in the first quarter of 2024. Demand drivers remain in place across key sectors, including digital infrastructure, logistics and student housing. Nevertheless, the real estate market has been characterized by divergent performance across sectors. Growth has slowed and may moderate further in certain sectors with elevated near-term supply, including U.S. multifamily and life sciences office, which has negatively impacted valuations of such assets. Weak fundamentals persisted in the U.S. office market, where traditional office buildings remained particularly challenged. Traditional U.S. office, however, represents less than 2% of the aggregate net asset value of our global opportunistic and Core+ real estate
93
portfolios. High interest rates, which have negatively impacted real estate valuations, could continue to be a challenge should they remain at high levels for an extended period. The high interest rate environment has also contributed to lower realizations, and we expect a lag between an improving market environment and a reacceleration of realizations. With signs of the debt markets reopening, we believe a more favorable period for the cost and availability of financing, together with the steep decline in future new supply in certain sectors, should be supportive of real estate valuations over time.
In our perpetual capital strategies, in the first quarter of 2024, BREIT repurchase requests fell to their lowest in nearly two years, and the vehicle ceased to be in proration. While a deterioration of the current market environment could adversely affect net inflows in perpetual capital strategies, we believe that strong investment performance and investor under-allocation to such strategies should drive flows over the long-term.
Fee Related Earnings
Fee Related Earnings were $586.1 million for the three months ended March 31, 2024, an increase of $61.6 million, compared to $524.4 million for the three months ended March 31, 2023. The increase in Fee Related Earnings was primarily attributable to an increase of $109.2 million in Fee Related Performance Revenues, partially offset by increases of $37.0 million in Fee Related Compensation and $15.6 million in Other Operating Expenses.
Fee Related Performance Revenues were $130.0 million for the three months ended March 31, 2024, an increase of $109.2 million, compared to $20.7 million for the three months ended March 31, 2023. The increase was primarily due to higher Fee Related Performance Revenues in Core+ real estate.
Fee Related Compensation was $174.6 million for the three months ended March 31, 2024, an increase of $37.0 million, compared to $137.6 million for the three months ended March 31, 2023. The increase was primarily due to an increase in Fee Related Performance Revenues, on which a portion of Fee Related Compensation is based.
Other Operating Expenses were $89.8 million for the three months ended March 31, 2024, an increase of $15.6 million, compared to $74.2 million for the three months ended March 31, 2023. The increase was primarily due to occupancy costs and loan servicing expenses.
Net Realizations
Net Realizations were $30.3 million for the three months ended March 31, 2024, an increase of $20.1 million, compared to $10.2 million for the three months ended March 31, 2023. The increase in Net Realizations was primarily attributable to an increase of $38.9 million in Realized Performance Revenues, partially offset by an increase of $18.7 million in Realized Performance Compensation.
Realized Performance Revenues were $50.0 million for the three months ended March 31, 2024, an increase of $38.9 million, compared to $11.1 million for the three months ended March 31, 2023. The increase was primarily due to higher Realized Performance Revenues in BREDS and BPP and co-investment.
Realized Performance Compensation was $21.9 million for the three months ended March 31, 2024, an increase of $18.7 million, compared to $3.2 million for the three months ended March 31, 2023. The increase was primarily due to the increase in Realized Performance Revenues.
Fund Returns
Fund return information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone 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.
94
The following table presents the internal rates of return, except where noted, of our significant real estate funds:
Three Months Ended |
March 31, 2024 | |||||||||||||||||||||||||||||||
March 31, |
Inception to Date | |||||||||||||||||||||||||||||||
2024 |
2023 |
Realized |
Total | |||||||||||||||||||||||||||||
Fund (a) |
Gross |
Net |
Gross |
Net |
Gross |
Net |
Gross |
Net | ||||||||||||||||||||||||
BREP VII (b) |
-5% |
-5% |
-7% |
-6% |
27% |
20% |
21% |
14% |
||||||||||||||||||||||||
BREP VIII (b) |
1% |
1% |
-2% |
-2% |
31% |
24% |
20% |
14% |
||||||||||||||||||||||||
BREP IX (b) |
- |
- |
- |
- |
86% |
59% |
22% |
15% |
||||||||||||||||||||||||
BREP Europe IV (b)(c) |
2% |
1% |
-3% |
-3% |
27% |
19% |
18% |
12% |
||||||||||||||||||||||||
BREP Europe V (b)(c) |
- |
- |
-2% |
-2% |
49% |
41% |
13% |
9% |
||||||||||||||||||||||||
BREP Europe VI (b)(c) |
1% |
1% |
4% |
2% |
97% |
72% |
24% |
15% |
||||||||||||||||||||||||
BREP Asia I (b) |
-1% |
-1% |
-1% |
-1% |
23% |
16% |
18% |
12% |
||||||||||||||||||||||||
BREP Asia II (b) |
-2% |
-2% |
- |
1% |
45% |
31% |
9% |
5% |
||||||||||||||||||||||||
BREP Asia III |
-2% |
-5% |
n/m |
n/m |
n/a |
n/a |
-5% |
-21% |
||||||||||||||||||||||||
BREP Co-Investment (b)(d) |
-2% |
-2% |
1% |
1% |
18% |
16% |
18% |
16% |
||||||||||||||||||||||||
BPP (e) |
- |
- |
-3% |
-3% |
n/a |
n/a |
8% |
6% |
||||||||||||||||||||||||
BREIT (f) |
n/a |
2% |
n/a |
-1% |
n/a |
n/a |
n/a |
10% |
||||||||||||||||||||||||
BREIT—Class I (g) |
n/a |
2% |
n/a |
-1% |
n/a |
n/a |
n/a |
10% |
||||||||||||||||||||||||
BREDS High-Yield (h) |
5% |
3% |
1% |
- |
14% |
10% |
14% |
9% |
||||||||||||||||||||||||
| BXMT (i) |
n/a |
-3% |
n/a |
-13% |
n/a |
n/a |
n/a |
6% |
||||||||||||||||||||||||
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
n/m |
Not meaningful generally due to the limited time since initial investment. |
n/a |
Not applicable. |
(a) |
Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Revenues. Excludes investment vehicles where Blackstone does not earn fees. |
(b) |
Fund return information for the BREP funds for the three months ended March 31, 2023 previously presented in our Quarterly Report on Form 10-Q for such period reflected computational errors that resulted in the presentation of annualized returns instead of quarterly returns. The corrected internal rates of return (gross and net) for such period for such funds are reflected in the table. |
(c) |
Euro-based internal rates of return. |
(d) |
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 Performance Revenues. |
(e) |
The BPP platform, which comprises over 30 funds, co-investment and separately managed account vehicles, represents the Core+ real estate funds which invest with a more modest risk profile and lower leverage. |
(f) |
Reflects a per share blended return for each respective period, assuming BREIT had a single share class, reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. These returns are not representative of the returns experienced by any particular investor or share class. Inception to date returns are presented on an annualized basis and are from January 1, 2017. |
95
(g) |
Represents the Total Net Return for BREIT’s Class I shares, its largest share class. Performance varies by share class. Class I Total Net Return assumes reinvestment of all dividends received during the period, and no upfront selling commission, net of all fees and expenses incurred by BREIT. Inception to date return is from January 1, 2017. |
(h) |
BREDS High-Yield represents the flagship real estate debt drawdown funds only. Inception to date returns are from July 1, 2009. |
(i) |
Reflects annualized return of a shareholder invested in BXMT as of the beginning of each period presented, assuming reinvestment of all dividends received during the period, and net of all fees and expenses incurred by BXMT. Return incorporates the closing NYSE stock price as of each period end. Inception to date returns are from May 22, 2013. |
Funds With Closed Investment Periods as of March 31, 2024
The Real Estate segment has fourteen funds with closed investment periods as of March 31, 2024: BREP IX, BREP VIII, BREP VII, BREP VI, BREP V, BREP IV, BREP Europe VI, BREP Europe V, BREP Europe IV, BREP Europe III, BREP Asia II, BREP Asia I, BREDS IV and BREDS III. As of March 31, 2024, BREP VII, BREP VI, BREP V, BREP IV, BREP Europe IV, BREP Europe III and BREP Asia I were above their carried interest thresholds (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive carried interest) and would have been above their carried interest thresholds even if all remaining investments were valued at zero. BREP IX, BREP VIII, BREP Europe VI, BREP Europe V, BREDS IV and BREDS III were above their carried interest thresholds as of March 31, 2024, and BREP Asia II was below its carried interest threshold. Funds are considered above their carried interest thresholds based on the aggregate fund position, although individual limited partners may be below their respective carried interest thresholds in certain funds.
Private Equity
The following table presents the results of operations for our Private Equity segment:
Three Months Ended |
||||||||||||||||
March 31, |
2024 vs. 2023 | |||||||||||||||
2024 |
2023 |
$ |
% | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Management and Advisory Fees, Net |
||||||||||||||||
Base Management Fees |
$ |
450,283 |
$ |
451,610 |
$ |
(1,327) |
- |
|||||||||
Transaction, Advisory and Other Fees, Net |
26,149 |
14,784 |
11,365 |
77% |
||||||||||||
Management Fee Offsets |
(267) |
(1,310) |
1,043 |
-80% |
||||||||||||
Total Management and Advisory Fees, Net |
476,165 |
465,084 |
11,081 |
2% |
||||||||||||
Fee Related Compensation |
(157,392) |
(161,626) |
4,234 |
-3% |
||||||||||||
Other Operating Expenses |
(86,879) |
(76,763) |
(10,116) |
13% |
||||||||||||
Fee Related Earnings |
231,894 |
226,695 |
5,199 |
2% |
||||||||||||
Realized Performance Revenues |
446,455 |
499,322 |
(52,867) |
-11% |
||||||||||||
Realized Performance Compensation |
(218,938) |
(232,934) |
13,996 |
-6% |
||||||||||||
Realized Principal Investment Income |
22,208 |
32,889 |
(10,681) |
-32% |
||||||||||||
Net Realizations |
249,725 |
299,277 |
(49,552) |
-17% |
||||||||||||
Segment Distributable Earnings |
$ |
481,619 |
$ |
525,972 |
$ |
(44,353) |
-8% |
|||||||||
n/m Not meaningful.
96
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Segment Distributable Earnings were $481.6 million for the three months ended March 31, 2024, a decrease of $44.4 million, compared to $526.0 million for the three months ended March 31, 2023. The decrease in Segment Distributable Earnings was attributable to a decrease of $49.6 million in Net Realizations, partially offset by an increase of $5.2 million in Fee Related Earnings.
Our Private Equity segment demonstrated resilient performance across nearly all of its strategies in the first quarter of 2024. In Corporate Private Equity, our operating companies saw resilient, albeit decelerating, revenue growth overall in the quarter. Economic uncertainty has contributed to muted realizations, and we expect a lag between improving markets and a re-acceleration of realizations. Investors’ ability to allocate to private equity strategies amidst difficult market conditions and lower realizations have contributed to an already demanding fundraising environment, and these near-term headwinds have made fundraising for our flagship corporate private equity fund more difficult. Nevertheless, we believe that the long-term fundraising trajectory in our Private Equity segment remains positive, supported further by the recent expansion of our private wealth offerings in private equity.
Fee Related Earnings
Fee Related Earnings were $231.9 million for the three months ended March 31, 2024, an increase of $5.2 million, compared to $226.7 million for the three months ended March 31, 2023. The increase in Fee Related Earnings was primarily attributable to an increase of $11.1 million in Management and Advisory Fees, Net and a decrease of $4.2 million in Fee Related Compensation, partially offset by an increase of $10.1 million in Other Operating Expenses.
Management and Advisory Fees, Net were $476.2 million for the three months ended March 31, 2024, an increase of $11.1 million, compared to $465.1 million for the three months ended March 31, 2023, primarily driven by an increase in Transaction, Advisory and Other Fees, Net. Transaction, Advisory and Other Fees, Net increased $11.4 million primarily due to deal activity in BXCM.
Fee Related Compensation was $157.4 million for the three months ended March 31, 2024, a decrease of $4.2 million, compared to $161.6 million for the three months ended March 31, 2023. The decrease was primarily due to lower compensation accruals.
Other Operating Expenses were $86.9 million for the three months ended March 31, 2024, an increase of $10.1 million, compared to $76.8 million for the three months ended March 31, 2023. The increase was primarily due to occupancy costs and professional fees, including placement fees.
Net Realizations
Net Realizations were $249.7 million for the three months ended March 31, 2024, a decrease of $49.6 million, compared to $299.3 million for the three months ended March 31, 2023. The decrease in Net Realizations was primarily attributable to decreases of $52.9 million in Realized Performance Revenues and $10.7 million in Realized Principal Investment Income, partially offset by a decrease of $14.0 million in Realized Performance Compensation.
Realized Performance Revenues were $446.5 million for the three months ended March 31, 2024, a decrease of $52.9 million, compared to $499.3 million for the three months ended March 31, 2023. The decrease was primarily due to lower Realized Performance Revenues in Corporate Private Equity, partially offset by higher Realized Performance Revenues in Tactical Opportunities.
97
Realized Principal Investment Income was $22.2 million for the three months ended March 31, 2024, a decrease of $10.7 million, compared to $32.9 million for the three months ended March 31, 2023. The decrease was primarily due to lower Realized Principal Investment Income in Corporate Private Equity.
Realized Performance Compensation was $218.9 million for the three months ended March 31, 2024, a decrease of $14.0 million, compared to $232.9 million for the three months ended March 31, 2023. The decrease was primarily due to lower Realized Performance Revenues in Corporate Private Equity, partially offset by higher Realized Performance Revenues in Tactical Opportunities.
Fund Returns
Fund returns information for our significant funds is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The fund returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future performance of any particular fund. An investment in Blackstone 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 private equity funds:
Three Months Ended |
March 31, 2024 | |||||||||||||||||||||||||||||||
March 31, |
Inception to Date | |||||||||||||||||||||||||||||||
2024 |
2023 |
Realized |
Total | |||||||||||||||||||||||||||||
Fund (a) |
Gross |
Net |
Gross |
Net |
Gross |
Net |
Gross |
Net | ||||||||||||||||||||||||
BCP VI |
4% |
4% |
2% |
1% |
19% |
15% |
17% |
12% |
||||||||||||||||||||||||
BCP VII |
4% |
3% |
5% |
4% |
37% |
27% |
19% |
13% |
||||||||||||||||||||||||
BCP VIII |
2% |
1% |
2% |
1% |
n/m |
n/m |
20% |
11% |
||||||||||||||||||||||||
BEP I |
11% |
10% |
-15% |
-13% |
18% |
14% |
15% |
11% |
||||||||||||||||||||||||
BEP II |
11% |
5% |
1% |
1% |
15% |
12% |
13% |
8% |
||||||||||||||||||||||||
BEP III |
5% |
4% |
9% |
7% |
78% |
55% |
49% |
33% |
||||||||||||||||||||||||
BCP Asia I |
-3% |
-2% |
-3% |
-3% |
128% |
95% |
37% |
26% |
||||||||||||||||||||||||
BCP Asia II |
5% |
3% |
n/m |
n/m |
n/a |
n/a |
54% |
19% |
||||||||||||||||||||||||
BCEP I (b) |
3% |
2% |
1% |
1% |
64% |
58% |
20% |
18% |
||||||||||||||||||||||||
BCEP II (b) |
2% |
2% |
6% |
4% |
n/a |
n/a |
21% |
15% |
||||||||||||||||||||||||
Tactical Opportunities |
2% |
1% |
2% |
2% |
19% |
16% |
15% |
10% |
||||||||||||||||||||||||
Tactical Opportunities Co-Investment and Other |
2% |
2% |
3% |
4% |
22% |
20% |
19% |
16% |
||||||||||||||||||||||||
BXG I |
- |
-1% |
- |
-1% |
n/m |
n/m |
2% |
-3% |
||||||||||||||||||||||||
Strategic Partners VI (c) |
1% |
- |
-2% |
-2% |
n/a |
n/a |
18% |
14% |
||||||||||||||||||||||||
Strategic Partners VII (c) |
2% |
2% |
1% |
1% |
n/a |
n/a |
22% |
17% |
||||||||||||||||||||||||
Strategic Partners Real Assets II (c) |
8% |
7% |
1% |
- |
n/a |
n/a |
20% |
17% |
||||||||||||||||||||||||
Strategic Partners VIII (c) |
- |
- |
2% |
1% |
n/a |
n/a |
35% |
27% |
||||||||||||||||||||||||
Strategic Partners Real Estate, SMA and Other (c) |
-1% |
-1% |
- |
- |
n/a |
n/a |
15% |
13% |
||||||||||||||||||||||||
Strategic Partners Infrastructure III (c) |
1% |
- |
1% |
- |
n/a |
n/a |
39% |
26% |
||||||||||||||||||||||||
Strategic Partners IX (c) |
6% |
4% |
2% |
- |
n/a |
n/a |
30% |
18% |
||||||||||||||||||||||||
Strategic Partners GP Solutions (c) |
3% |
1% |
1% |
- |
n/a |
n/a |
3% |
-2% |
||||||||||||||||||||||||
BIP |
5% |
4% |
-3% |
-2% |
n/a |
n/a |
20% |
15% |
||||||||||||||||||||||||
Clarus IV |
2% |
1% |
7% |
6% |
6% |
- |
15% |
9% |
||||||||||||||||||||||||
BXLS V |
2% |
1% |
6% |
4% |
n/m |
n/m |
25% |
12% |
||||||||||||||||||||||||
98
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
n/m |
Not meaningful generally due to the limited time since initial investment. |
n/a |
Not applicable. |
SMA |
Separately managed account. |
(a) |
Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Revenues. Excludes investment vehicles where Blackstone does not earn fees. |
(b) |
BCEP is a core private equity strategy which invests with a more modest risk profile and longer hold period than traditional private equity. |
(c) |
Gross and net returns are reported on a three-month lag, reflect Strategic Partners’ fund financial performance as of the prior quarter and therefore do not include the impact of economic and market activities in the current quarter. Realizations are treated as returns of capital until fully recovered and therefore inception to date realized returns are not applicable. |
Funds With Closed Investment Periods as of March 31, 2024
The Corporate Private Equity funds have nine funds with closed investment periods: BCP IV, BCP V, BCP VI, BCP VII, BCOM, BEP I, BEP II, BCEP I and BCP Asia I. As of March 31, 2024, BCP IV was above its carried interest threshold (i.e., the preferred return payable to its limited partners before the general partner is eligible to receive carried interest) and would still be above its carried interest threshold even if all remaining investments were valued at zero. BCP V is comprised of two fund classes, the BCP V “main fund” and BCP V-AC fund. Within these fund classes, the general partner is subject to equalization such that (a) the general partner accrues carried interest when the respective carried interest for either fund class is positive and (b) the general partner realizes carried interest so long as clawback obligations, if any, for either of the respective fund classes are fully satisfied. BCP V, BCP VI, BCP VII, BCOM, BEP I, BEP II, BCEP I and BCP Asia I were above their respective carried interest thresholds. Funds are considered above their carried interest thresholds based on the aggregate fund position, although individual limited partners may be below their respective carried interest thresholds in certain funds.
The Tactical Opportunities funds have various funds with closed investment periods, including but not limited to: BTOF-POOL, BTOF-POOL II, and BTOF-POOL III, which are each above their carried interest thresholds based on aggregate fund position. Blackstone Growth funds have no funds with closed investment periods. Strategic Partners funds have various funds with closed investment periods, including but not limited to: Strategic Partners Real Assets II, Strategic Partners VIII and Strategic Partners Real Estate VII, which are above their respective carried interest thresholds based on aggregate fund position. Certain Strategic Partners funds with closed investment periods do not generate carried interest for Blackstone as agreed to at the time the Strategic Partners business was acquired. The Blackstone Life Sciences funds has one fund with a closed investment period: Clarus IV, which was above its carried interest threshold.
99
Credit & Insurance
The following table presents the results of operations for our Credit & Insurance segment:
Three Months Ended |
||||||||||||||||
March 31, |
2024 vs. 2023 | |||||||||||||||
2024 |
2023 |
$ |
% | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Management Fees, Net |
||||||||||||||||
Base Management Fees |
$ |
370,998 |
$ |
326,779 |
$ |
44,219 |
14% |
|||||||||
Transaction and Other Fees, Net |
9,790 |
8,451 |
1,339 |
16% |
||||||||||||
Management Fee Offsets |
(892 |
) |
(1,101 |
) |
209 |
-19% |
||||||||||
Total Management Fees, Net |
379,896 |
334,129 |
45,767 |
14% |
||||||||||||
Fee Related Performance Revenues |
165,543 |
127,496 |
38,047 |
30% |
||||||||||||
Fee Related Compensation |
(181,337 |
) |
(163,999 |
) |
(17,338 |
) |
11% |
|||||||||
Other Operating Expenses |
(85,530 |
) |
(74,238 |
) |
(11,292 |
) |
15% |
|||||||||
Fee Related Earnings |
278,572 |
223,388 |
55,184 |
25% |
||||||||||||
Realized Performance Revenues |
15,120 |
125,181 |
(110,061 |
) |
-88% |
|||||||||||
Realized Performance Compensation |
(5,445 |
) |
(56,772 |
) |
51,327 |
-90% |
||||||||||
Realized Principal Investment Income |
3,597 |
6,009 |
(2,412 |
) |
-40% |
|||||||||||
Net Realizations |
13,272 |
74,418 |
(61,146 |
) |
-82% |
|||||||||||
Segment Distributable Earnings |
$ |
291,844 |
$ |
297,806 |
$ |
(5,962 |
) |
-2% |
||||||||
n/m Not meaningful.
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Segment Distributable Earnings were $291.8 million for the three months ended March 31, 2024, a decrease of $6.0 million, compared to $297.8 million for the three months ended March 31, 2023. The decrease in Segment Distributable Earnings was attributable to a decrease of $61.1 million in Net Realizations, partially offset by an increase of $55.2 million in Fee Related Earnings.
In an environment of tightening of credit spreads, our credit funds continued to demonstrate strong performance in the first quarter of 2024. Longer-term structural shifts in the lending market have contributed and are likely to continue to contribute to attractive and sizeable deployment opportunities for our credit funds. Default rates across corporate issuers in our credit funds’ portfolios remained low in the first quarter of 2024 relative to our historical levels. A sustained period of high interest rates, while overall positive for revenues in the predominantly floating rate portfolios of our credit funds, could increase the potential for defaults by corporate issuers in such portfolios. Conversely, a material decline in interest rates and/or widening of credit spreads would make it more difficult for our credit funds to replicate their recent strong performance. In addition, a period of significant market dislocation could limit the liquidity of certain assets traded in the credit markets, which would impact our funds’ ability to sell such assets at attractive prices or in a timely manner.
Fundraising in our Credit & Insurance segment, including in our perpetual capital strategies, continued to be positively impacted by the long-term structural shifts in the lending market. We continue to see strong interest in non-investment grade strategies such as opportunistic and direct lending as well as significant demand for investment grade private credit. In our perpetual capital strategies, compelling private credit fundamentals contributed to strong inflows in BCRED in the first quarter. We believe the long-term growth trajectory is positive and that strong investment performance and investor under-allocation to such private wealth strategies should continue to drive flows over the long-term.
100
Fee Related Earnings
Fee Related Earnings were $278.6 million for the three months ended March 31, 2024, an increase of $55.2 million, compared to $223.4 million for the three months ended March 31, 2023. The increase in Fee Related Earnings was attributable to increases of $45.8 million in Management Fees, Net and $38.0 million in Fee Related Performance Revenues, partially offset by increases of $17.3 million in Fee Related Compensation and $11.3 million in Other Operating Expenses.
Management Fees, Net were $379.9 million for the three months ended March 31, 2024, an increase of $45.8 million, compared to $334.1 million for the three months ended March 31, 2023, primarily driven by an increase in Base Management Fees. Base Management Fees increased $44.2 million primarily due to inflows from Fee-Earning Assets Under Management in direct lending and infrastructure and asset based credit strategies.
Fee Related Performance Revenues were $165.5 million for the three months ended March 31, 2024, an increase of $38.0 million, compared to $127.5 million for the three months ended March 31, 2023. The increase was primarily due to higher net investment income in BCRED.
Fee Related Compensation was $181.3 million for the three months ended March 31, 2024, an increase of $17.3 million, compared to $164.0 million for the three months ended March 31, 2023. The increase was primarily due to increases in Fee Related Performance Revenues and Management Fees, Net, both of which impact Fee Related Compensation.
Other Operating Expenses were $85.5 million for the three months ended March 31, 2024, an increase of $11.3 million, compared to $74.2 million for the three months ended March 31, 2023. The increase was primarily due to organizational and occupancy costs.
Net Realizations
Net Realizations were $13.3 million for the three months ended March 31, 2024, a decrease of $61.1 million, compared to $74.4 million for the three months ended March 31, 2023. The decrease in Net Realizations was primarily attributable to a decrease of $110.1 million in Realized Performance Revenues, partially offset by a decrease of $51.3 million in Realized Performance Compensation.
Realized Performance Revenues were $15.1 million for the three months ended March 31, 2024, a decrease of $110.1 million, compared to $125.2 million for the three months ended March 31, 2023. The decrease was primarily due to lower realized performance revenues in our mezzanine funds.
Realized Performance Compensation was $5.4 million for the three months ended March 31, 2024, a decrease of $51.3 million, compared to $56.8 million for the three months ended March 31, 2023. The decrease was primarily due to the decrease in Realized Performance Revenues.
Composite Returns
Composite returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The composite returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future results of any particular fund or composite. An investment in Blackstone 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.
101
The following table presents the return information for the Private Credit and Liquid Credit composites:
Three Months Ended |
||||||||||||||||||||||||
March 31, |
March 31, 2024 | |||||||||||||||||||||||
2024 |
2023 |
Inception to Date | ||||||||||||||||||||||
Composite (a) |
Gross |
Net |
Gross |
Net |
Gross |
Net | ||||||||||||||||||
Private Credit (b) |
4% |
3% |
3% |
3% |
12% |
8% |
||||||||||||||||||
Liquid Credit (b) |
2% |
2% |
3% |
3% |
5% |
5% |
||||||||||||||||||
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
(a) |
Net returns are based on the change in carrying value (realized and unrealized) after management fees, expenses and Performance Allocations, net of tax advances. |
(b) |
Private Credit returns include mezzanine lending funds and middle market direct lending funds (including BXSL and BCRED), stressed/distressed strategies (including stressed/distressed funds and credit alpha strategies) and energy strategies. Liquid Credit returns include CLOs, closed-ended funds, open-ended funds and separately managed accounts. Only fee-earning funds exceeding $100 million of fair value at the beginning of each respective quarter-end are included. Funds in liquidation, funds investing primarily in investment grade corporate credit and asset based finance funds are excluded. Blackstone Funds that were contributed to BXC as part of Blackstone’s acquisition of BXC in March 2008 and the pre-acquisition date performance for funds and vehicles acquired by BXC subsequent to March 2008, are also excluded. Private Credit and Liquid Credit’s inception to date returns are from December 31, 2005. |
Operating Metrics
The following table presents information regarding our Invested Performance Eligible Assets Under Management:
Invested Performance Eligible Assets Under Management |
Estimated % Above High Water Mark/ Hurdle (a) | |||||||||||
As of March 31, |
As of March 31, | |||||||||||
2024 |
2023 |
2024 |
2023 | |||||||||
(Dollars in Thousands) |
||||||||||||
Credit & Insurance (b) |
$ |
92,811,285 |
$ |
85,672,809 |
96% |
93% | ||||||
(a) |
Estimated % Above High Water Mark/Hurdle represents the percentage of Invested Performance Eligible Assets Under Management that as of the dates presented would earn performance fees when the applicable Credit & Insurance 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 or clear a hurdle return, thereby resulting in an increase in Estimated % Above High Water Mark/Hurdle. |
(b) |
For the Credit & Insurance managed funds, at March 31, 2024, the incremental appreciation needed for the 4% of Invested Performance Eligible Assets Under Management below their respective High Water Marks/Hurdles to reach their respective High Water Marks/Hurdles was $918.8 million, a decrease of $(939.9) million, compared to $1.9 billion at March 31, 2023. Of the Invested Performance Eligible Assets Under Management below their respective High Water Marks/Hurdles as of March 31, 2024, 3% were within 5% of reaching their respective High Water Mark. |
102
Multi-Asset Investing
The following table presents the results of operations for our Multi-Asset Investing segment:
Three Months Ended |
||||||||||||||||
March 31, |
2024 vs. 2023 | |||||||||||||||
2024 |
2023 |
$ |
% | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Management Fees, Net |
||||||||||||||||
Base Management Fees |
$ |
129,270 |
$ |
135,771 |
$ |
(6,501 |
) |
-5% |
||||||||
Transaction and Other Fees, Net |
1,809 |
1,914 |
(105 |
) |
-5% |
|||||||||||
Management Fee Offsets |
(8 |
) |
(2 |
) |
(6 |
) |
300% |
|||||||||
Total Management Fees, Net |
131,071 |
137,683 |
(6,612 |
) |
-5% |
|||||||||||
Fee Related Compensation |
(40,779 |
) |
(45,736 |
) |
4,957 |
-11% |
||||||||||
Other Operating Expenses |
(26,807 |
) |
(26,466 |
) |
(341 |
) |
1% |
|||||||||
Fee Related Earnings |
63,485 |
65,481 |
(1,996 |
) |
-3% |
|||||||||||
Realized Performance Revenues |
24,851 |
5,927 |
18,924 |
319% |
||||||||||||
Realized Performance Compensation |
(6,778 |
) |
(3,153 |
) |
(3,625 |
) |
115% |
|||||||||
Realized Principal Investment Income (Loss) |
(18,060 |
) |
2,569 |
(20,629 |
) |
n/m |
||||||||||
Net Realizations |
13 |
5,343 |
(5,330 |
) |
-100% |
|||||||||||
Segment Distributable Earnings |
$ |
63,498 |
$ |
70,824 |
$ |
(7,326 |
) |
-10% |
||||||||
n/m Not meaningful.
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Segment Distributable Earnings were $63.5 million for the three months ended March 31, 2024, a decrease of $7.3 million, compared to $70.8 million for the three months ended March 31, 2023. The decrease in Segment Distributable Earnings was attributable to decreases of $2.0 million in Fee Related Earnings and $5.3 million in Net Realizations.
Nearly all strategies across our Multi-Asset Investing segment exhibited positive performance in the first quarter of 2024, with significantly less volatility than the broader markets. The Absolute Return Composite had its best quarterly performance in over three years, benefiting from performance across strategies, including quantitative, equities, macro and credit. Segment Distributable Earnings in the Multi-Asset Investing segment would likely be negatively impacted, however, by a significant or sustained weak market environment or decline in asset prices, including as a result of concerns over macroeconomic factors. In addition, although certain of our strategies are designed to benefit from a high interest rate environment, a period of sustained high interest rates combined with weak equity markets would make it difficult for funds in certain of our strategies to exceed interest rate-based performance hurdles to which such funds are subject. This would negatively impact our Segment Distributable Earnings. In addition, if interest rates remain at sustained high levels for an extended period, certain investors may seek to reallocate capital away from traditional Multi-Asset Investing strategies in favor of fixed income investments. Conversely, outperformance by our Multi-Asset Investing segment strategies in a weak market environment has in some cases resulted in such strategies representing an increasing portion of the value of certain investors’ portfolios, which may limit such investors’ ability to allocate additional capital to certain funds in the segment, or result in such investors seeking to withdraw capital from such funds. The segment operates multiple business lines, manages strategies that are both long and short asset classes and generates a majority of its revenue through management fees. In that regard, the segment’s revenues depend in part on our ability to successfully grow such existing, diverse business lines and strategies and to identify and scale new ones to meet evolving investor appetites. In recent years, however, we have shifted the mix of our product offerings to include more products whose performance-based fees represent a more significant proportion of the fees earned from such products than has historically been the case.
103
Fee Related Earnings
Fee Related Earnings were $63.5 million for the three months ended March 31, 2024, a decrease of $2.0 million, compared to $65.5 million for the three months ended March 31, 2023. The decrease in Fee Related Earnings was primarily attributable to a decrease of $6.6 million in Management Fees, Net, partially offset by a decrease of $5.0 million in Fee Related Compensation.
Management Fees, Net were $131.1 million for the three months ended March 31, 2024, a decrease of $6.6 million, compared to $137.7 million for the three months ended March 31, 2023. The decrease was primarily driven by a decrease in Base Management Fees. Base Management Fees decreased $6.5 million primarily due to a decrease in Fee-Earning Assets Under Management in Absolute Return.
Fee Related Compensation was $40.8 million for the three months ended March 31, 2024, a decrease of $5.0 million, compared to $45.7 million for the three months ended March 31, 2023. The decrease was primarily due to a decrease in Management Fees, Net, on which a portion of Fee Related Compensation is based.
Net Realizations
Net Realizations were $13.0 thousand for the three months ended March 31, 2024, a decrease of $5.3 million, compared to $5.3 million for the three months ended March 31, 2023. The decrease was primarily attributable to a decrease of $20.6 million in Realized Principal Investment Income (Loss), partially offset by an increase of $18.9 million in Realized Performance Revenues.
Realized Principal Investment Income (Loss) was $(18.1) million for the three months ended March 31, 2024, a decrease of $20.6 million, compared to $2.6 million for the three months ended March 31, 2023. The decrease was primarily due to realized losses in Multi-Strategy.
Realized Performance Revenues were $24.9 million for the three months ended March 31, 2024, an increase of $18.9 million, compared to $5.9 million for the three months ended March 31, 2023. The increase was primarily due to increased Realized Performance Revenues in Absolute Return and Multi-Strategy.
Composite Returns
Composite returns information is included throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The composite returns information reflected in this discussion and analysis is not indicative of the financial performance of Blackstone and is also not necessarily indicative of the future results of any particular fund or composite. An investment in Blackstone 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 Absolute Return Composite:
104
The returns presented herein represent those of the applicable Blackstone Funds and not those of Blackstone.
(a) |
Composite returns present a summarized asset-weighted return measure to evaluate the overall performance of the applicable class of Blackstone Funds. |
(b) |
Effective the first quarter of 2024, Blackstone Alternative Asset Management Principal Solutions (“BPS”) Composite was renamed to “Absolute Return Composite.” Absolute Return Composite covers the period from January 2000 to present, although BXMA’s inception date is September 1990. The Absolute Return Composite includes only BXMA-managed commingled and customized multi-manager funds and accounts and does not include BXMA’s liquid solutions, seeding and GP Stakes, Multi-Strategy, and advisory (non-discretionary) platforms, except for investments by Absolute Return funds directly into those platforms. BXMA-managed funds in liquidation and, in the case of net returns, non-fee-paying assets are also excluded. The funds/accounts that comprise the Absolute Return Composite are not managed within a single fund or account and are managed with different mandates. There is no guarantee that BXMA would have made the same mix of investments in a stand-alone fund/account. The Absolute Return Composite is not an investible product and, as such, the performance of the Absolute Return Composite does not represent the performance of an actual fund or account. The historical return is from January 1, 2000. |
Operating Metrics
The following table presents information regarding our Invested Performance Eligible Assets Under Management:
Invested Performance Eligible Assets Under Management |
Estimated % Above High Water Mark/ Benchmark (a) | |||||||||||
As of March 31, |
As of March 31, | |||||||||||
2024 |
2023 |
2024 |
2023 | |||||||||
(Dollars in Thousands) |
||||||||||||
Multi-Asset Investing Managed Funds (b) |
$ |
54,375,478 |
$ |
51,134,869 |
98% |
82% | ||||||
(a) |
Estimated % Above High Water Mark/Benchmark represents the percentage of Invested Performance Eligible Assets Under Management that as of the dates presented would earn performance fees when the applicable Multi-Asset Investing managed fund has positive investment performance relative to a benchmark, where applicable. Incremental positive performance in the applicable Blackstone Funds may cause additional assets to reach their respective High Water Mark or clear a benchmark return, thereby resulting in an increase in Estimated % Above High Water Mark/Benchmark. |
(b) |
For the Multi-Asset Investing managed funds, at March 31, 2024, the incremental appreciation needed for the 2% of Invested Performance Eligible Assets Under Management below their respective High Water Marks/Benchmarks to reach their respective High Water Marks/Benchmarks was $183.7 million, a decrease of $(458.7) million, compared to $642.4 million at March 31, 2023. Of the Invested Performance Eligible Assets Under Management below their respective High Water Marks/Benchmarks as of March 31, 2024, 33% were within 5% of reaching their respective High Water Mark. |
Non-GAAP Financial Measures
These non-GAAP financial measures are presented without the consolidation of any Blackstone Funds that are consolidated into the condensed consolidated financial statements. Consequently, all non-GAAP financial measures exclude the assets, liabilities and operating results related to the Blackstone Funds. See “—Key Financial Measures and Indicators” for our definitions of Distributable Earnings, Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA.
105
The following table is a reconciliation of Net Income Attributable to Blackstone Inc. to Distributable Earnings, Total Segment Distributable Earnings, Fee Related Earnings and Adjusted EBITDA:
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
(Dollars in Thousands) | ||||||||
Net Income Attributable to Blackstone Inc. |
$ |
847,386 |
$ |
85,812 |
||||
Net Income Attributable to Non-Controlling Interests in Blackstone Holdings |
685,439 |
56,700 |
||||||
Net Income Attributable to Non-Controlling Interests in Consolidated Entities |
102,827 |
74,869 |
||||||
Net Loss Attributable to Redeemable Non-Controlling Interests in Consolidated Entities |
(39,669 |
) |
(6,700 |
) | ||||
Net Income |
1,595,983 |
210,681 |
||||||
Provision for Taxes |
283,671 |
47,675 |
||||||
Net Income Before Provision for Taxes |
1,879,654 |
258,356 |
||||||
Transaction-Related and Non-Recurring Items (a) |
52,197 |
8,621 |
||||||
Amortization of Intangibles (b) |
7,333 |
11,341 |
||||||
Impact of Consolidation (c) |
(63,158 |
) |
(68,169 |
) | ||||
Unrealized Performance Revenues (d) |
(445,936 |
) |
759,316 |
|||||
Unrealized Performance Allocations Compensation (e) |
180,900 |
(313,249 |
) | |||||
Unrealized Principal Investment (Income) Loss (f) |
(442,976 |
) |
479,120 |
|||||
Other Revenues (g) |
(44,747 |
) |
14,180 |
|||||
Equity-Based Compensation (h) |
317,779 |
268,134 |
||||||
Administrative Fee Adjustment (i) |
2,477 |
2,447 |
||||||
Taxes and Related Payables (j) |
(177,145 |
) |
(171,005 |
) | ||||
Distributable Earnings |
1,266,378 |
1,249,092 |
||||||
Taxes and Related Payables (j) |
177,145 |
171,005 |
||||||
Net Interest and Dividend Loss (k) |
9,801 |
9,108 |
||||||
Total Segment Distributable Earnings |
1,453,324 |
1,429,205 |
||||||
Realized Performance Revenues (l) |
(536,393 |
) |
(641,526 |
) | ||||
Realized Performance Compensation (m) |
253,024 |
296,024 |
||||||
Realized Principal Investment Income (n) |
(9,938 |
) |
(43,691 |
) | ||||
Fee Related Earnings |
$ |
1,160,017 |
$ |
1,040,012 |
||||
Adjusted EBITDA Reconciliation |
||||||||
Distributable Earnings |
$ |
1,266,378 |
$ |
1,249,092 |
||||
Interest Expense (o) |
107,640 |
104,209 |
||||||
Taxes and Related Payables (j) |
177,145 |
171,005 |
||||||
Depreciation and Amortization (p) |
26,053 |
23,175 |
||||||
Adjusted EBITDA |
$ |
1,577,216 |
$ |
1,547,481 |
||||
(a) |
This adjustment removes Transaction-Related and Non-Recurring Items, which are excluded from Blackstone’s segment presentation. Transaction-Related and Non-Recurring Items arise from corporate actions including acquisitions, divestitures, Blackstone’s initial public offering and non-recurring gains, losses, or other charges, if any. They consist primarily of equity-based compensation charges, gains and losses on contingent consideration arrangements, changes in the balance of the Tax Receivable Agreement resulting from a change |
106
in tax law or similar event, transaction costs, gains or losses associated with these corporate actions and non-recurring gains, losses or other charges that affect period-to-period comparability and are not reflective of Blackstone’s operational performance. For the three months ended March 31, 2024, this adjustment includes removal of an accrual for an estimated liability for a legal matter. |
(b) |
This adjustment removes the amortization of transaction-related intangibles, which are excluded from Blackstone’s segment presentation. |
(c) |
This adjustment reverses the effect of consolidating Blackstone Funds, which are excluded from Blackstone’s segment presentation. This adjustment includes the elimination of Blackstone’s interest in these funds and the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests. |
(d) |
This adjustment removes Unrealized Performance Revenues on a segment basis. The Segment Adjustment represents the add back of performance revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation. |
Three Months Ended March 31, | ||||||||
2024 |
2023 | |||||||
(Dollars in Thousands) | ||||||||
GAAP Unrealized Performance Allocations |
$ |
445,943 |
$ |
(759,212 |
) | |||
Segment Adjustment |
(7 |
) |
(104 |
) | ||||
Unrealized Performance Revenues |
$ |
445,936 |
$ |
(759,316 |
) | |||
(e) |
This adjustment removes Unrealized Performance Allocations Compensation. |
(f) |
This adjustment removes Unrealized Principal Investment Income (Loss) on a segment basis. The Segment Adjustment represents (1) the add back of Principal Investment Income, including general partner income, earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of amounts associated with the ownership of Blackstone consolidated operating partnerships held by non-controlling interests. |
Three Months Ended March 31, | ||||||||
2024 |
2023 | |||||||
(Dollars in Thousands) | ||||||||
GAAP Unrealized Principal Investment Income (Loss) |
$ |
461,623 |
$ |
(491,417 |
) | |||
Segment Adjustment |
(18,647 |
) |
12,297 |
|||||
Unrealized Principal Investment Income (Loss) |
$ |
442,976 |
$ |
(479,120 |
) | |||
(g) |
This adjustment removes Other Revenues on a segment basis. The Segment Adjustment represents (1) the add back of Other Revenues earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of certain Transaction-Related and Non-Recurring Items. |
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
(Dollars in Thousands) | ||||||||
GAAP Other Revenue |
$ |
44,820 |
$ |
(14,154 |
) | |||
Segment Adjustment |
(73 |
) |
(26 |
) | ||||
Other Revenues |
$ |
44,747 |
$ |
(14,180 |
) | |||
(h) |
This adjustment removes Equity-Based Compensation on a segment basis. |
107
(i) |
This adjustment adds an amount equal to an administrative fee collected on a quarterly basis from certain holders of Blackstone Holdings Partnership Units. The administrative fee is accounted for as a capital contribution under GAAP, but is reflected as a reduction of Other Operating Expenses in Blackstone’s segment presentation. |
(j) |
Taxes represent the total GAAP tax provision adjusted to include only the current tax provision (benefit) calculated on Income (Loss) Before Provision (Benefit) for Taxes and adjusted to exclude the tax impact of any divestitures. For interim periods, taxes are calculated using the preferred annualized effective tax rate approach. Related Payables represent tax-related payables including the amount payable under the Tax Receivable Agreement. See “—Key Financial Measures and Indicators — Distributable Earnings” for the full definition of Taxes and Related Payables. |
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
(Dollars in Thousands) | ||||||||
Taxes |
$ |
155,873 |
$ |
151,002 |
||||
Related Payables |
21,272 |
20,003 |
||||||
Taxes and Related Payables |
$ |
177,145 |
$ |
171,005 |
||||
(k) |
This adjustment removes Interest and Dividend Revenue less Interest Expense on a segment basis. The Segment Adjustment represents (1) the add back of Interest and Dividend Revenue earned from consolidated Blackstone Funds which have been eliminated in consolidation, and (2) the removal of interest expense associated with the Tax Receivable Agreement. |
Three Months Ended | ||||||||
March 31, | ||||||||
2024 |
2023 | |||||||
(Dollars in Thousands) | ||||||||
GAAP Interest and Dividend Revenue |
$ |
97,839 |
$ |
90,485 |
||||
Segment Adjustment |
— |
4,616 |
||||||
Interest and Dividend Revenue |
97,839 |
95,101 |
||||||
GAAP Interest Expense |
108,203 |
104,441 |
||||||
Segment Adjustment |
(563 |
) |
(232 |
) | ||||
Interest Expense |
107,640 |
104,209 |
||||||
Net Interest and Dividend Loss |
$ |
(9,801 |
) |
$ |
(9,108 |
) | ||
(l) |
This adjustment removes the total segment amount of Realized Performance Revenues. |
(m) |
This adjustment removes the total segment amount of Realized Performance Compensation. |
(n) |
This adjustment removes the total segment amount of Realized Principal Investment Income. |
(o) |
This adjustment adds back Interest Expense on a segment basis, excluding interest expense related to the Tax Receivable Agreement. |
(p) |
This adjustment adds back Depreciation and Amortization on a segment basis. |
108
The following tables are a reconciliation of Total GAAP Investments to Net Accrued Performance Revenues. Total GAAP Investments and Net Accrued Performance Revenues consist of the following:
March 31, | ||||||||
2024 |
2023 | |||||||
(Dollars in Thousands) | ||||||||
Investments of Consolidated Blackstone Funds |
$ |
3,458,911 |
$ |
5,443,867 |
||||
Equity Method Investments |
||||||||
Partnership Investments |
6,100,640 |
5,598,552 |
||||||
Accrued Performance Allocations |
11,163,116 |
11,517,750 |
||||||
Corporate Treasury Investments |
197,976 |
958,632 |
||||||
Other Investments |
5,001,647 |
3,467,150 |
||||||
Total GAAP Investments |
$ |
25,922,290 |
$ |
26,985,951 |
||||
Accrued Performance Allocations - GAAP |
$ |
11,163,116 |
$ |
11,517,750 |
||||
Due from Affiliates - GAAP (a) |
249,968 |
190,337 |
||||||
Less: Net Realized Performance Revenues (b) |
(448,811 |
) |
(379,453 |
) | ||||
Less: Accrued Performance Compensation - GAAP (c) |
(4,880,191 |
) |
(4,956,515 |
) | ||||
Net Accrued Performance Revenues |
$ |
6,084,082 |
$ |
6,372,119 |
||||
(a) |
Represents GAAP accrued performance revenue recorded within Due from Affiliates. |
(b) |
Represents Performance Revenues realized but not yet distributed as of the reporting date and are included in Distributable Earnings in the period they are realized. |
(c) |
Represents GAAP accrued performance compensation associated with Accrued Performance Allocations and is recorded within Accrued Compensation and Benefits and Due to Affiliates. |
Liquidity and Capital Resources
General
Blackstone’s business model derives revenue primarily from third party Assets Under Management. Blackstone is not a capital or balance sheet intensive business and targets operating expense levels such that total management and advisory fees exceed total operating expenses each period. As a result, we require limited capital resources to support the working capital or operating needs of our businesses. We draw primarily on the long-term committed or invested capital of investors in our investment vehicles to fund the investment requirements of the Blackstone Funds and use our own realizations and cash flows to invest in growth initiatives, make commitments to our own funds, where our minimum general partner commitments are generally less than 5% of the limited partner commitments of a fund, and pay dividends to stockholders and distributions to holders of Holdings Units.
Fluctuations in our statement of financial condition result primarily from activities of the Blackstone Funds that are consolidated as well as business transactions, such as the issuance of senior notes. The majority economic ownership interests of such consolidated Blackstone Funds are reflected as Redeemable Non-Controlling Interests in Consolidated Entities, and Non-Controlling Interests in Consolidated Entities in the Consolidated Financial Statements. The consolidation of these Blackstone Funds has no net effect on Blackstone’s Net Income or Equity. Additionally, fluctuations in our statement of financial condition also include appreciation or depreciation in Blackstone investments in the non-consolidated Blackstone Funds, additional investments and redemptions of such interests in the non-consolidated Blackstone Funds and the collection of receivables related to management and advisory fees.
109
Total Assets were $39.7 billion as of March 31, 2024, a decrease of $581.2 million from December 31, 2023. The decrease in Total Assets was principally due to a decrease of $1.0 billion in total assets attributable to consolidated Blackstone Funds, partially offset by an increase of $387.4 million in total assets attributable to consolidated operating partnerships. The decrease in total assets attributable to consolidated Blackstone Funds was primarily due to decreases of $860.6 million in Investments and $148.5 million in Cash and Cash Equivalents, which were primarily due to the deconsolidation of two CLOs during the three months ended March 31, 2024. The increase in total assets attributable to consolidated operating partnerships was primarily due to increases of $593.1 million in Investments and $228.9 million in Due from Affiliates, partially offset by a decrease of $451.4 million in Cash and Cash Equivalents. The increase in Investments was primarily due to unrealized appreciation across our Credit & Insurance segment, partially offset by unrealized depreciation in our Real Estate segment. The increase in Due from Affiliates was primarily due to an increase in management fees, performance revenues and reimbursable expenses due from non-consolidated Blackstone Funds. The decrease in Cash and Cash Equivalents was primarily due to ongoing operating activities.
Total Liabilities were $21.2 billion as of March 31, 2024, a decrease of $983.4 million from December 31, 2023. The decrease in Total Liabilities was principally due to a decrease of $902.4 million in total liabilities attributable to consolidated Blackstone Funds. The decrease in total liabilities attributable to consolidated Blackstone Funds was primarily due to decreases of $517.3 million in Loans Payable and $322.2 million in Accounts Payable, Accrued Expenses and Other Liabilities, which were primarily due to the deconsolidation of two CLOs during the three months ended March 31, 2024.
Sources and Uses of Liquidity
We have multiple sources of liquidity to meet our capital needs, including annual cash flows, accumulated earnings in our businesses, the proceeds from our issuances of senior notes, liquid investments we hold on our balance sheet and access to our $4.325 billion committed revolving credit facility. As of March 31, 2024, Blackstone had $2.5 billion in Cash and Cash Equivalents, $198.0 million invested in Corporate Treasury Investments and $5.0 billion in Other Investments (which included $4.6 billion of liquid investments), against $10.7 billion in borrowings from our bond issuances, and no borrowings outstanding under our revolving credit facility.
In addition to the cash we receive from our notes offerings and availability under our revolving credit facility, we expect to receive (a) cash generated from operating activities, (b) Performance Revenue realizations, and (c) realizations on the 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 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 for business expansion, (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, (g) repurchase shares of our common stock and Blackstone Holdings Partnership Units pursuant to our repurchase program and (h) pay dividends to our stockholders and distributions to the holders of Blackstone Holdings Partnership Units. For a tabular presentation of Blackstone’s contractual obligations and the expected timing of such see “—Contractual Obligations.”
110
Capital Commitments
Our own capital commitments to our funds, the funds we invest in and our investment strategies as of March 31, 2024 consisted of the following:
Senior Managing Directors | ||||||||||||||||
Blackstone and |
and Certain Other | |||||||||||||||
General Partner (a) |
Professionals (b) | |||||||||||||||
Original |
Remaining |
Original |
Remaining | |||||||||||||
Fund |
Commitment |
Commitment |
Commitment |
Commitment | ||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Real Estate |
||||||||||||||||
BREP VII |
$ |
300,000 |
$ |
27,172 |
$ |
100,000 |
$ |
9,057 |
||||||||
BREP VIII |
300,000 |
39,452 |
100,000 |
13,151 |
||||||||||||
BREP IX |
300,000 |
47,414 |
100,000 |
15,805 |
||||||||||||
BREP X |
300,000 |
276,826 |
100,000 |
92,275 |
||||||||||||
BREP Europe III |
100,000 |
11,257 |
35,000 |
3,752 |
||||||||||||
BREP Europe IV |
130,000 |
19,077 |
43,333 |
6,359 |
||||||||||||
BREP Europe V |
150,000 |
21,616 |
43,333 |
6,245 |
||||||||||||
BREP Europe VI |
130,000 |
44,439 |
43,333 |
14,813 |
||||||||||||
BREP Europe VII |
130,000 |
120,025 |
43,333 |
40,008 |
||||||||||||
BREP Asia I |
50,392 |
10,342 |
16,797 |
3,447 |
||||||||||||
BREP Asia II |
70,707 |
12,877 |
23,569 |
4,292 |
||||||||||||
BREP Asia III |
81,078 |
66,882 |
27,026 |
22,294 |
||||||||||||
BREDS III |
50,000 |
13,499 |
16,667 |
4,500 |
||||||||||||
BREDS IV |
50,000 |
15,702 |
49,113 |
15,423 |
||||||||||||
BREDS V |
50,000 |
50,000 |
48,070 |
48,070 |
||||||||||||
BPP |
310,581 |
18,279 |
— |
— |
||||||||||||
Other (c) |
35,156 |
14,935 |
— |
— |
||||||||||||
Total Real Estate |
2,537,914 |
809,794 |
789,574 |
299,491 |
||||||||||||
continued...
111
Senior Managing Directors | ||||||||||||||||
Blackstone and |
and Certain Other | |||||||||||||||
General Partner (a) |
Professionals (b) | |||||||||||||||
Original |
Remaining |
Original |
Remaining | |||||||||||||
Fund |
Commitment |
Commitment |
Commitment |
Commitment | ||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Private Equity |
||||||||||||||||
BCP V |
$ |
629,356 |
$ |
30,642 |
$ |
— |
$ |
— |
||||||||
BCP VI |
719,718 |
81,400 |
250,000 |
28,275 |
||||||||||||
BCP VII |
500,000 |
36,635 |
225,000 |
16,486 |
||||||||||||
BCP VIII |
500,000 |
197,551 |
225,000 |
88,898 |
||||||||||||
BCP IX |
500,000 |
500,000 |
225,000 |
225,000 |
||||||||||||
BEP I |
50,000 |
4,728 |
— |
— |
||||||||||||
BEP II |
80,000 |
12,018 |
26,667 |
4,006 |
||||||||||||
BEP III |
80,000 |
27,907 |
26,667 |
9,302 |
||||||||||||
BETP IV |
64,827 |
64,827 |
21,609 |
21,609 |
||||||||||||
BCEP I |
117,747 |
27,016 |
18,992 |
4,358 |
||||||||||||
BCEP II |
160,000 |
112,965 |
32,640 |
23,045 |
||||||||||||
BCP Asia I |
40,000 |
5,869 |
13,333 |
1,956 |
||||||||||||
BCP Asia II |
100,000 |
74,993 |
33,333 |
24,998 |
||||||||||||
Tactical Opportunities |
491,600 |
219,906 |
163,867 |
73,302 |
||||||||||||
Strategic Partners |
1,269,930 |
697,008 |
1,165,195 |
633,919 |
||||||||||||
BIP |
356,738 |
65,912 |
— |
— |
||||||||||||
BXLS |
142,057 |
83,247 |
37,351 |
25,941 |
||||||||||||
BXG |
162,861 |
106,032 |
54,119 |
35,333 |
||||||||||||
Other (c) |
290,209 |
22,534 |
— |
— |
||||||||||||
Total Private Equity |
6,255,043 |
2,371,190 |
2,518,773 |
1,216,428 |
||||||||||||
Credit & Insurance |
||||||||||||||||
Mezzanine / Opportunistic II |
120,000 |
29,182 |
110,101 |
26,774 |
||||||||||||
Mezzanine / Opportunistic III |
130,783 |
34,664 |
98,127 |
26,008 |
||||||||||||
Mezzanine / Opportunistic IV |
122,000 |
60,699 |
115,928 |
57,677 |
||||||||||||
European Senior Debt I |
63,000 |
5,084 |
56,882 |
4,590 |
||||||||||||
European Senior Debt II |
92,503 |
34,771 |
89,599 |
33,703 |
||||||||||||
European Senior Debt III |
22,835 |
18,644 |
7,612 |
6,215 |
||||||||||||
Stressed / Distressed II |
125,000 |
51,612 |
119,878 |
49,497 |
||||||||||||
Stressed / Distressed III |
151,000 |
93,835 |
146,432 |
90,997 |
||||||||||||
Energy I |
80,000 |
36,785 |
75,445 |
34,691 |
||||||||||||
Energy II |
150,000 |
104,262 |
148,577 |
103,273 |
||||||||||||
Energy III |
127,000 |
118,110 |
117,935 |
109,680 |
||||||||||||
Credit Alpha Fund |
52,102 |
19,752 |
50,670 |
19,209 |
||||||||||||
Credit Alpha Fund II |
25,500 |
12,550 |
24,385 |
12,001 |
||||||||||||
Insurance Platform |
501,600 |
129,053 |
1,600 |
412 |
||||||||||||
Other (c) |
180,904 |
80,479 |
47,700 |
11,673 |
||||||||||||
Total Credit & Insurance |
1,944,227 |
829,482 |
1,210,871 |
586,400 |
||||||||||||
continued...
112
Senior Managing Directors | ||||||||||||||||
Blackstone and |
and Certain Other | |||||||||||||||
General Partner (a) |
Professionals (b) | |||||||||||||||
Original |
Remaining |
Original |
Remaining | |||||||||||||
Fund |
Commitment |
Commitment |
Commitment |
Commitment | ||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Multi-Asset Investing |
||||||||||||||||
Strategic Alliance II |
$ |
50,000 |
$ |
1,482 |
$ |
— |
$ |
— |
||||||||
Strategic Alliance III |
22,000 |
17,515 |
— |
— |
||||||||||||
Strategic Alliance IV |
15,000 |
13,411 |
— |
— |
||||||||||||
Strategic Holdings I |
154,610 |
19,678 |
— |
— |
||||||||||||
Strategic Holdings II |
50,000 |
18,845 |
— |
— |
||||||||||||
Dislocation |
20,000 |
12,274 |
— |
— |
||||||||||||
Other (c) |
7,498 |
2,230 |
— |
— |
||||||||||||
Total Multi-Asset Investing |
319,108 |
85,435 |
— |
— |
||||||||||||
Other |
||||||||||||||||
Treasury (d) |
654,415 |
573,955 |
— |
— |
||||||||||||
$ |
11,710,707 |
$ |
4,669,856 |
$ |
4,519,218 |
$ |
2,102,319 |
|||||||||
(a) |
We expect our commitments to be drawn down over time and to be funded by available cash and cash generated from operations and realizations. Taking into account prevailing market conditions and both the liquidity and cash or liquid investment balances, we believe that the sources of liquidity described above will be more than sufficient to fund our working capital requirements. Additionally, for some of the general partner commitments shown in the table above, we require our senior managing directors and certain other professionals to fund a portion of the commitment even though the ultimate obligation to fund the aggregate commitment is ours pursuant to the governing agreements of the respective funds. The amounts of the aggregate applicable general partner original and remaining commitment are shown in the table above. |
(b) |
Includes the full portion of our commitments (i) required to be funded by senior managing directors and certain other professionals and (ii) that are elected by such individuals to be funded for the life of a fund, where such fund permits such election. Excludes amounts that are elected by such individuals to be funded on an annual basis and certain de minimis commitments funded by such individuals in certain carry funds. |
(c) |
Represents capital commitments to a number of other funds in each respective segment. |
(d) |
Represents loan origination commitments, revolver commitments and capital market commitments. |
For a tabular presentation of the timing of Blackstone’s remaining capital commitments to our funds, the funds we invest in and our investment strategies see “—Contractual Obligations”.
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Borrowings
As of March 31, 2024, Blackstone Holdings Finance Co. L.L.C. (the “Issuer”), an indirect subsidiary of Blackstone, had issued and outstanding the following senior notes (collectively the “Notes”):
Aggregate |
||||
Principal |
||||
Amount |
||||
(Dollars/Euros |
||||
Senior Notes (a) |
in Thousands) |
|||
2.000%, Due 5/19/2025 |
€ |
300,000 |
||
1.000%, Due 10/5/2026 |
€ |
600,000 |
||
3.150%, Due 10/2/2027 |
$ |
300,000 |
||
5.900%, Due 11/3/2027 |
$ |
600,000 |
||
1.625%, Due 8/5/2028 |
$ |
650,000 |
||
1.500%, Due 4/10/2029 |
€ |
600,000 |
||
2.500%, Due 1/10/2030 |
$ |
500,000 |
||
1.600%, Due 3/30/2031 |
$ |
500,000 |
||
2.000%, Due 1/30/2032 |
$ |
800,000 |
||
2.550%, Due 3/30/2032 |
$ |
500,000 |
||
6.200%, Due 4/22/2033 |
$ |
900,000 |
||
3.500%, Due 6/1/2034 |
€ |
500,000 |
||
6.250%, Due 8/15/2042 |
$ |
250,000 |
||
5.000%, Due 6/15/2044 |
$ |
500,000 |
||
4.450%, Due 7/15/2045 |
$ |
350,000 |
||
4.000%, Due 10/2/2047 |
$ |
300,000 |
||
3.500%, Due 9/10/2049 |
$ |
400,000 |
||
2.800%, Due 9/30/2050 |
$ |
400,000 |
||
2.850%, Due 8/5/2051 |
$ |
550,000 |
||
3.200%, Due 1/30/2052 |
$ |
1,000,000 |
||
$ |
10,658,000 |
|||
(a) |
The Notes are unsecured and unsubordinated obligations of the Issuer and are fully and unconditionally guaranteed, jointly and severally, by Blackstone Inc. and each of the Blackstone Holdings Partnerships. The Notes contain customary covenants and financial restrictions that, among other things, limit the Issuer 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. |
Blackstone, through the Issuer, has a $4.325 billion unsecured revolving credit facility (the “Credit Facility”) with Citibank, N.A., as administrative agent with a maturity date of December 15, 2028. Borrowings may also be made in U.K. sterling, euros, Swiss francs, Japanese yen or Canadian dollars, in each case subject to certain sub-limits. The Credit Facility contains customary representations, covenants and events of default. Financial covenants consist of a maximum net leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly.
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For a tabular presentation of the payment timing of principal and interest due on Blackstone’s issued notes and the Credit Facility see “—Contractual Obligations”.
Contractual Obligations
The following table sets forth information relating to our contractual obligations as of March 31, 2024 on a consolidated basis and on a basis deconsolidating the Blackstone Funds:
April 1, 2024 to |
||||||||||||||||||||
Contractual Obligations |
December 31, 2024 |
2025-2026 |
2027-2028 |
Thereafter |
Total | |||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
Operating Lease Obligations (a) |
$ |
124,596 |
$ |
338,022 |
$ |
326,584 |
$ |
571,429 |
$ |
1,360,631 |
||||||||||
Purchase Obligations |
120,553 |
126,253 |
36,388 |
4,058 |
287,252 |
|||||||||||||||
Blackstone Operating Borrowings (b) |
- |
985,371 |
1,575,679 |
8,136,900 |
10,697,950 |
|||||||||||||||
Interest on Blackstone Operating Borrowings (c) |
281,362 |
689,746 |
623,169 |
3,265,431 |
4,859,708 |
|||||||||||||||
Borrowings of Consolidated Blackstone Funds |
- |
- |
- |
180,131 |
180,131 |
|||||||||||||||
Interest on Borrowings of Consolidated Blackstone Funds |
10,551 |
28,137 |
28,137 |
25,208 |
92,033 |
|||||||||||||||
Blackstone Funds Capital Commitments to Investee Funds (d) |
324,221 |
- |
- |
- |
324,221 |
|||||||||||||||
Due to Certain Non-Controlling Interest Holders in Connection with Tax Receivable Agreements (e) |
- |
194,364 |
261,796 |
1,168,595 |
1,624,755 |
|||||||||||||||
Unrecognized Tax Benefits, Including Interest and Penalties (f) |
- |
- |
- |
- |
- |
|||||||||||||||
Blackstone Operating Entities Capital Commitments to Blackstone Funds and Other (g) |
4,669,856 |
- |
- |
- |
4,669,856 |
|||||||||||||||
Consolidated Contractual Obligations |
5,531,139 |
2,361,893 |
2,851,753 |
13,351,752 |
24,096,537 |
|||||||||||||||
Borrowings of Consolidated Blackstone Funds |
- |
- |
- |
(180,131 |
) |
(180,131 |
) | |||||||||||||
Interest on Borrowings of Consolidated Blackstone Funds |
(10,551 |
) |
(28,137 |
) |
(28,137 |
) |
(25,208 |
) |
(92,033 |
) | ||||||||||
Blackstone Funds Capital Commitments to Investee Funds (d) |
(324,221 |
) |
- |
- |
- |
(324,221 |
) | |||||||||||||
Blackstone Operating Entities Contractual Obligations |
$ |
5,196,367 |
$ |
2,333,756 |
$ |
2,823,616 |
$ |
13,146,413 |
$ |
23,500,152 |
||||||||||
(a) |
We lease our primary office space and certain office equipment under agreements that expire through 2043. Occupancy lease agreements, in addition to contractual rent payments, generally include additional payments for certain costs incurred by the landlord, such as building expenses and utilities. To the extent these are fixed or determinable they are included in the table above. The table above includes operating leases that are recognized as Operating Lease Liabilities, short-term leases that are not recorded as Operating Lease Liabilities and leases that have been signed but not yet commenced which are not recorded as Operating Lease Liabilities. The amounts in this table are presented net of contractual sublease commitments. |
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(b) |
Represents the principal amounts due on our senior notes and secured borrowings. For our senior notes, we assume no pre-payments and the borrowings are held until their final maturity. For our secured borrowings we project prepayments based on the performance of the underlying assets and principal may be paid down in full prior to their stated maturity. As of March 31, 2024, we had no borrowings outstanding under our revolver. |
(c) |
Represents interest to be paid over the maturity of our senior notes and secured borrowings. For our senior notes, we assume no pre-payments and the borrowings are held until their final maturity. For our secured borrowings, we project pre-payments based on the performance of the underlying assets with interest payments based on the estimated principal outstanding, inclusive of projected pre-payments. These amounts include commitment fees for unutilized borrowings under our revolver. |
(d) |
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. |
(e) |
Represents obligations by Blackstone’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 (“IPO”) in 2007 and subsequent purchases. The obligation represents the amount of the payments currently expected to be made, which are dependent on the tax savings actually realized as determined annually without discounting for the timing of the payments. As required by GAAP, the amount of the obligation included in the condensed consolidated financial statements and shown in Note 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. |
(f) |
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 $223.7 million and interest of $66.3 million as of March 31, 2024; therefore, such amounts are not included in the above contractual obligations table. |
(g) |
These obligations represent commitments by us to provide general partner capital funding to the Blackstone Funds, limited partner capital funding to other funds and Blackstone principal investment commitments. These amounts are generally due on demand and are therefore presented in the less than one year category; however, a substantial amount of the capital commitments are expected to be called over the next three years. We expect to continue to make these general partner capital commitments as we raise additional amounts for our investment funds over time. |
Guarantees
Blackstone and certain of its consolidated funds provide financial guarantees. The amounts and nature of these guarantees are described in Note 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 above contractual obligations table or recorded in our condensed consolidated financial statements as of March 31, 2024.
Clawback Obligations
Performance Allocations are subject to clawback to the extent that the Performance Allocations received to date with respect to a fund exceed the amount due to Blackstone based on cumulative results of that fund. The amounts and nature of Blackstone’s clawback obligations are described 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.
116
Share Repurchase Program
On December 7, 2021, Blackstone’s board of directors authorized the repurchase of up to $2.0 billion of common stock and Blackstone Holdings Partnership Units. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.
During the three months ended March 31, 2024, Blackstone repurchased 0.7 million shares of common stock at a total cost of $88.4 million. As of March 31, 2024, the amount remaining available for repurchases under the program was $668.4 million.
Dividends
Our intention is to pay to holders of common stock a quarterly dividend representing approximately 85% of Blackstone Inc.’s share of Distributable Earnings, subject to adjustment by amounts determined by our board of directors to be necessary or appropriate to provide for the conduct of our business, to make appropriate investments in our business and funds, to comply with applicable law, any of our debt instruments or other agreements, or to provide for future cash requirements such as tax-related payments, clawback obligations and dividends to stockholders for any ensuing quarter. The dividend amount could also be adjusted upward in any one quarter.
For Blackstone’s definition of Distributable Earnings, see “—Key Financial Measures and Indicators.”
All of the foregoing is subject to the qualification that the declaration and payment of any dividends are at the sole discretion of our board of directors, and our board of directors may change our dividend policy at any time, including, without limitation, to reduce such quarterly dividends or even to eliminate such dividends entirely.
Because the publicly traded entity and/or its wholly owned subsidiaries must pay taxes and make payments under the tax receivable agreements, the amounts ultimately paid as dividends by Blackstone to common stockholders in respect of each fiscal year are generally expected to be less, on a per share or 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. Following Blackstone’s conversion from a limited partnership to a corporation, we expect to pay more corporate income taxes than we would have as a limited partnership, which will increase this difference between the per share dividend and per unit distribution amounts.
Dividends are treated as qualified dividends to the extent of Blackstone’s current and accumulated earnings and profits, with any excess dividends treated as a return of capital to the extent of the stockholder’s basis.
117
The following graph shows fiscal quarterly and annual per common stockholder dividends for 2024 and 2023. Dividends are declared and paid in the quarter subsequent to the quarter in which they are earned.
With respect to the first quarter of fiscal year 2024, we paid to stockholders of our common stock a dividend of $0.83 per share. With respect to fiscal year 2023, we paid stockholders aggregate dividends of $3.35 per share.
Leverage
We may under certain circumstances use leverage opportunistically and over time to create the most efficient capital structure for Blackstone and our stockholders. In addition to the borrowings from our notes issuances and our revolving credit facility, we may use reverse repurchase agreements, repurchase agreements and securities sold, not yet purchased. 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.
118
The following table presents information regarding financial instruments which are included in Accounts Payable, Accrued Expenses and Other Liabilities in our Condensed Consolidated Statements of Financial Condition:
Securities | ||||
Sold, Not Yet | ||||
Purchased | ||||
(Dollars in Millions) | ||||
Balance, March 31, 2024 |
$ |
3.9 |
||
Balance, December 31, 2023 |
$ |
3.9 |
||
Three Months Ended March 31, 2024 |
||||
Average Daily Balance |
$ |
3.9 |
||
Maximum Daily Balance |
$ |
3.9 |
||
Critical Accounting Policies
We prepare our condensed consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates and/or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our condensed consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates and/or judgments, however, are often subjective. Actual results may be affected negatively based on changing circumstances. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. For a description of our accounting policies, 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
For a description of our accounting policy on consolidation, see Note 2. “Summary of Significant Accounting Policies — Consolidation” and Note 9. “Variable Interest Entities” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” for detailed information on Blackstone’s involvement with VIEs. The following discussion is intended to provide supplemental information about how the application of consolidation principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.
The determination that Blackstone holds a controlling financial interest in a Blackstone Fund or investment vehicle significantly changes the presentation of our condensed consolidated financial statements. In our Condensed Consolidated Statements of Financial Position included in this filing, we present 100% of the assets and liabilities of consolidated VIEs along with a non-controlling interest which represents the portion of the consolidated vehicle’s interests held by third parties. However, assets of our consolidated VIEs can only be used to settle obligations of the consolidated VIE and are not available for general use by Blackstone. Further, the liabilities of our consolidated VIEs do not have recourse to the general credit of Blackstone. In the Condensed Consolidated Statements of Operations, we eliminate any management fees, Incentive Fees, or Performance Allocations received or accrued from consolidated VIEs as they are considered intercompany transactions. We recognize 100% of the consolidated VIE’s investment income (loss) and allocate the portion of that income (loss) attributable to third party ownership to non-controlling interests in arriving at Net Income Attributable to Blackstone Inc.
119
The assessment of whether we consolidate a Blackstone Fund or investment vehicle we manage requires the application of significant judgment. These judgments are applied both at the time we become involved with the VIE and on an ongoing basis and include, but are not limited to:
• |
Determining whether our management fees, Incentive Fees or Performance Allocations represent variable interests – We make judgments as to whether the fees we earn are commensurate with the level of effort required for those fees and at market rates. In making this judgment, we consider, among other things, the extent of third party investment in the entity and the terms of any other interests we hold in the VIE. |
• |
Determining whether kick-out rights are substantive – We make judgments as to whether the third party investors in a partnership entity have the ability to remove the general partner, the investment manager or its equivalent, or to dissolve (liquidate) the partnership entity, through a simple majority vote. This includes an evaluation of whether barriers to exercise these rights exist. |
• |
Concluding whether Blackstone has an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE – As there is no explicit threshold in GAAP to define “potentially significant,” management must apply judgment and evaluate both quantitative and qualitative factors to conclude whether this threshold is met. |
Revenue Recognition
For a description of our accounting policy on revenue recognition, see Note 2. “Summary of Significant Accounting Policies — Revenue Recognition” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements.” For an additional description of the nature of our revenue arrangements, including how management fees, Incentive Fees, and Performance Allocations are generated, please refer to “Part I. Item 1. Business — Fee Structure/Incentive Arrangements” in our Annual Report on Form 10-K for the year ended December 31, 2023. The following discussion is intended to provide supplemental information about how the application of revenue recognition principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.
Management and Advisory Fees, Net
On private equity, real estate, and certain of our multi-asset investing and credit-focused funds:
• |
0.25% to 1.75% of committed capital or invested capital during the investment period, |
• |
0.25% to 1.50% of invested capital, committed capital or investment fair value subsequent to the investment period for private equity and real estate funds, and |
• |
1.00% to 1.75% of invested capital or net asset value subsequent to the investment period for certain of our multi-asset investing and credit-focused funds. |
On real estate and credit-focused funds structured like hedge funds:
• |
0.50% to 1.00% of net asset value. |
On credit separately managed accounts:
• |
0.20% to 1.35% of net asset value or total assets. |
On real estate separately managed accounts:
• |
0.35% to 2.00% of invested capital, net operating income or net asset value. |
120
On insurance separately managed accounts and investment vehicles:
• |
0.25% to 1.00% of net asset value. |
On funds of hedge funds, certain hedge funds and separately managed accounts invested in hedge funds:
• |
0.20% to 1.50% of net asset value. |
On CLO vehicles:
• |
0.20% to 0.50% of the aggregate par amount of collateral assets, including principal cash. |
On credit-focused registered and non-registered investment companies:
• |
0.25% to 1.25% of total assets or net asset value. |
On certain real estate and private equity-focused registered funds or companies:
• |
1.25% of net asset value. |
The investment adviser of BXMT receives annual management fees based on 1.50% of BXMT’s net proceeds received from equity offerings and accumulated “distributable earnings” (which is generally equal to its GAAP net income excluding certain non-cash and other items), subject to certain adjustments.
Management fee calculations based on committed capital or invested capital are mechanical in nature and therefore do not require the use of significant estimates or judgments. Management fee calculations based on net asset value, total assets, or investment fair value depend on the fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used as well as economic conditions. See “—Fair Value” below for further discussion of the judgment required for determining the fair value of the underlying investments.
Investment Income (Loss)
The change in the fair value of the investments held by certain Blackstone Funds is a significant input into the accrued Performance Allocation calculation and accrual for potential repayment of previously received Performance Allocations. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds. See “—Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments.
121
Fair Value
Blackstone uses fair value throughout the reporting process. For a description of our accounting policies related to valuation, see Note 2. “Summary of Significant Accounting Policies — Fair Value of Financial Instruments” and “Summary of Significant Accounting Policies — Investments, at Fair Value” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing. The following discussion is intended to provide supplemental information about how the application of fair value principles impact our financial results, and management’s process for implementing those principles including areas of significant judgment.
The fair value of the investments held by Blackstone Funds is the primary input to the calculation of certain of our management fees, Incentive Fees, Performance Allocations and the related Compensation we recognize. Generally, Blackstone Funds are accounted for as investment companies under the American Institute of Certified Public Accountants Audit and Accounting Guide, , and in accordance with the GAAP guidance on investment companies and reflect their investments, including majority-owned and controlled investments (the “Portfolio Companies”), at fair value. In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments. For investments where little market activity exists management’s determination of fair value is based on the best information available in the circumstances, which may incorporate management’s own assumptions and involves a significant degree of judgment, and the consideration of a combination of internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks.
Investment Companies
Blackstone has also elected the fair value option for certain instruments it owns directly, including loans and receivables, investments in private debt securities and other proprietary investments. Blackstone is required to measure certain financial instruments at fair value, including debt instruments, equity securities and freestanding derivatives.
Fair Value of Investments or Instruments that are Publicly Traded
Securities that are publicly traded and for which a quoted market exists will be valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities will include legal and contractual restrictions limiting their purchase and sale for a period of time. A discount to publicly traded price may be appropriate in instances where a legal restriction is a characteristic of the security, such as may be required under SEC Rule 144. The amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Fair Value of Investments or Instruments that are not Publicly Traded
Investments for which market prices are not observable include private investments in the equity or debt of operating companies or real estate properties. Our primary methodology for determining the fair values of such investments is generally the income approach which provides an indication of fair value based on the present value of cash flows that a business, security, or property is expected to generate in the future. The most widely used methodology under the income approach is the discounted cash flow method which includes significant assumptions about the underlying investment’s projected net earnings or cash flows, discount rate, capitalization rate and exit multiple. Our secondary methodology, generally used to corroborate the results of the income approach, is typically the market approach. The most widely used methodology under the market approach relies upon valuations for comparable public companies, transactions, or assets, and includes making judgments about
122
which companies, transactions, or assets are comparable. Depending on the facts and circumstances associated with the investment, different primary and secondary methodologies may be used including option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, discount to sale, probability weighted methods or recent round of financing.
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 and market transactions in comparable investments and various relationships between investments.
Management Process on Fair Value
Due to the importance of fair value throughout the condensed consolidated financial statements and the significant judgment required to be applied in arriving at those fair values, we have developed a process around valuation that incorporates several levels of approval and review from both internal and external sources. Investments held by Blackstone Funds and investment vehicles are valued on at least a quarterly basis by our internal valuation or asset management teams, which are independent from our investment teams. For investments held by vehicles managed by more than one business unit, Blackstone has developed a process designed to facilitate coordination and alignment, as appropriate, of the fair value of in-scope investments across business units.
For investments valued utilizing the income method and where Blackstone has information rights, we generally have a direct line of communication with each of the Portfolio Companies’ and underlying assets’ finance teams and collect financial data used to support projections used in a discounted cash flow analysis. The valuation team then analyzes the data received and updates the valuation models reflecting any changes in the underlying cash flow projections, weighted-average cost of capital, exit multiple or capitalization rate, and any other valuation input relevant to economic conditions.
The results of all valuations of investments held by Blackstone Funds and investment vehicles are reviewed by the relevant business unit’s valuation sub-committee, which is comprised of key personnel from the business unit, typically the chief investment officer, chief operating officer, chief financial officer, chief compliance officer (or their respective equivalents where applicable) and other senior managing directors in the business. To further corroborate results, each business unit also generally obtains either a positive assurance opinion or a range of value from an independent valuation party, at least annually for internally prepared valuations for investments that have been held by Blackstone Funds and investment vehicles for greater than a year and quarterly for certain investments. Our firmwide valuation committee, chaired by our Chief Financial Officer and comprised of senior members of our businesses and representatives from corporate functions, including legal and finance, reviews the valuation process for investments held by us and our investment vehicles, including the application of appropriate valuation standards on a consistent basis. Each quarter, the valuation process is also reviewed by the audit committee of our board of directors, which is comprised of our non-employee directors.
Income Tax
For a description of our accounting policy on taxes and additional information on taxes see Note 2. “Summary of Significant Accounting Policies” and Note 12. “Income Taxes” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.
Our provision for income taxes is composed of current and deferred taxes. Current income taxes approximate taxes to be paid or refunded for the current period. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the applicable enacted tax rates and laws that will be in effect when such differences are expected to reverse.
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Additionally, significant judgment is required in estimating the provision for (benefit from) income taxes, current and deferred tax balances (including valuation allowance), accrued interest or penalties and uncertain tax positions. In evaluating these judgments, we consider, among other items, projections of taxable income (including the character of such income), beginning with historic results and incorporating assumptions of the amount of future pretax operating income. These assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that Blackstone uses to manage its business. To the extent any portion of the deferred tax assets are not considered to be more likely than not to be realized, a valuation allowance is recorded.
Revisions in estimates and/or actual costs of a tax assessment may ultimately be materially different from the recorded accruals and unrecognized tax benefits, if any.
Recent Accounting Developments
Information regarding recent accounting developments and their impact on Blackstone, if any, can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Financial Statements” of this filing.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our predominant exposure to market risk is related to our role as general partner or investment adviser to the Blackstone Funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees, performance revenues and investment income. There were no material changes in our market risks as of March 31, 2024 as compared to December 31, 2023. For additional information, refer to our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4. Controls and Procedures
Evaluation of Disclosure 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, as amended (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.
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Changes in Internal Control over Financial Reporting
No change 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.
Part II. Other Information
Item 1. Legal Proceedings
We may from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. See “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our condensed consolidated financial statements. However, given the inherent unpredictability of these types of proceedings and the potentially large and/or indeterminate amounts that could be sought, an adverse outcome in certain matters could have a material effect on Blackstone’s financial results in any particular period. See “Part I. Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 16. Commitments and Contingencies — Contingencies — Litigation.”
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, 2023 and in our subsequently filed periodic reports as such factors may be updated from time to time, 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 and geopolitical conditions can adversely affect our business in many ways, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.” in our Annual Report on Form 10-K for the year ended December 31, 2023.
The risks described in our Annual Report on Form 10-K and in our subsequently filed periodic reports 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.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth information regarding repurchases of shares of our common stock during the three months ended March 31, 2024:
Approximate Dollar | ||||||||||||||||
Average |
Total Number of Shares |
Value of Shares that | ||||||||||||||
Total Number |
Price Paid |
Purchased as Part of |
May Yet Be Purchased | |||||||||||||
of Shares |
per |
Publicly Announced |
Under the Program | |||||||||||||
Period |
Purchased |
Share |
Plans or Programs (a) |
(Dollars in Thousands) (a) | ||||||||||||
Jan. 1 - Jan. 31, 2024 |
— |
$ |
— |
— |
$ |
756,769 |
||||||||||
Feb. 1 - Feb. 29, 2024 |
263,156 |
$ |
126.05 |
263,156 |
$ |
723,597 |
||||||||||
Mar. 1 - Mar. 31, 2024 |
436,844 |
$ |
126.44 |
436,844 |
$ |
668,363 |
||||||||||
700,000 |
700,000 |
|||||||||||||||
(a) |
On December 7, 2021, Blackstone’s board of directors authorized the repurchase of up to $2.0 billion of common stock and Blackstone Holdings Partnership Units. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. See “Part I. Item 1. Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 13. Earnings Per Share and Stockholders’ Equity — Share Repurchase Program” and “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Share Repurchase Program” for further information regarding this repurchase program. |
As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common stock and Blackstone Holdings Partnership Units.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, Blackstone hereby incorporates by reference herein Exhibit 99.1 of this report, which includes disclosures provided to us by Mundys S.p.A.
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Item 6. Exhibits
Exhibit Number |
Exhibit Description | |
10.1*+ |
||
10.2*+ |
||
31.1* |
||
31.2* |
||
32.1** |
||
32.2** |
||
99.1* |
||
101.INS* |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* |
Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104* |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
* |
Filed herewith. |
** |
Furnished herewith. |
+ |
Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate. |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 3, 2024
Blackstone Inc. | ||
/s/ Michael S. Chae | ||
Name: |
Michael S. Chae | |
Title: |
Chief Financial Officer | |
(Principal Financial Officer and | ||
Authorized Signatory) | ||
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